Examples of Target RSUs in a sentence
Based on such determination, a potential number of Restricted Stock Units that will vest will be determined as follows: If Performance Goal is Met at*: Target RSUs Potential Vesting is: Threshold 50% Target 100% Maximum 200% *If the Performance Goal is achieved between threshold and target, or between target and maximum, the percent of Target RSUs that are considered potentially vested will be interpolated.
If the Participant’s Active Status terminates due to Disability or death on or prior to the last day of the Performance Period, a number of Performance RSUs equal to the Target RSUs will vest in full as of the date of termination of Active Status due to Disability or death.
Notwithstanding any provision of this Agreement or the Plan to the contrary and to the extent required to comply with Section 409A, if any Target RSU is Assumed, any outstanding Target RSUs which at the time of the Change of Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be not Assumed and will be payable in accordance with Section 12(b) of the Plan.
On the basis of the determined level of attainment of the Performance Goals, the Target RSUs will be multiplied by the applicable percentage determined in accordance with the performance matrix set forth in Schedule I.
Notwithstanding the foregoing, such number of RSUs shall vest immediately prior to the date of such Change in Control as is equal to the Target RSUs. Participant must not have experienced a termination of Continuous Service prior to the date of such Change in Control in order to be eligible for vesting pursuant to this clause (b).
If the Free Cash Flow Threshold Target is not achieved, no percentage of Free Cash Flow Target RSUs will become vested or earned and such portion of the Performance RSUs shall be immediately forfeited without consideration.
The RSUs and Target RSUs shall be trifurcated into three equal parts, with one-third being allocated to each Performance Period (to avoid partial shares, the portion of RSUs and Target RSUs allocated to a specific Performance Period shall be reduced to the nearest whole number, with the excess rolling forward into the next sequentially ordered Performance Period).
Regarding the last sentence of Section 8.5 of the Plan, the Company acknowledges and agrees that there are no restrictions, terms or conditions that will cause a forfeiture of the Target RSUs or any Dividend Equivalents with respect thereto that are not set forth in this Agreement.
Such number of RSUs shall vest based on the Company’s calculated Sales Growth Factor during the Performance Period as is determined by multiplying (i) the Target RSUs set forth in the Grant Notice, by (ii) 40%, by (iii) Sales Growth Achievement Percentage (as defined in the chart below) determined pursuant to the chart set forth below as of the Measurement Date.
Subject to the Company’s achievement of the Free Cash Flow Threshold Target, the number of Performance RSUs that will become vested and earned hereunder shall be equal to the product of (x) the number of Free Cash Flow Target RSUs and (y) the Free Cash Flow Performance Factor (as set forth in the table below) (such number of vested RSUs, the “Earned Free Cash Flow Performance RSUs”).