Vesting of PSUs. The PSUs granted pursuant to this Award shall vest, if at all, as follows:
(a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”).
(b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”).
(c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
(d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment.
(e) In the event of a Change in Control o...
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the last day of a Performance Period with respect to the PSUs earned for such Performance Period in accordance with Section 4.2, subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A hereto, and (b) the Grantee's Continuous Service from the Grant Date through the last day of the Performance Period. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A hereto and shall be rounded to the nearest whole PSU.
Vesting of PSUs. Subject to Section 4 below, the Participant will vest in the PSUs in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Participant’s death or “disability” (as defined under the applicable long-term disability plan of the Company, Subsidiary, Parent or Affiliate, or, if there is no such plan, as determined by the Board or the Committee (each, the “Administrator”)), such that the Participant is no longer employed by the Company, any Subsidiary, the Parent or an Affiliate in which the Company and/or Parent hold, directly or indirectly, at least 80% of the equity or voting interest, the Participant’s right to vest in the PSUs and to receive the Stock related thereto will terminate effective as of the date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested PSUs or the related Stock. In such case, any unvested PSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested PSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of the PSUs will automatically accelerate and the Participant will become fully vested in one share of Stock for each of the PSUs subject to this Agreement upon termination of employment by reason of death or disability, provided, however, that if termination due to death or disability occurs after a Change in Control, the Participant will vest in the number of shares of Stock determined per Section 4(b) below. In all cases, the date of termination of employment will be determined in the sole discretion of the Administrator.
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein or in Section 13 of the Plan, the PSUs relating to any Performance Period will vest and become nonforfeitable on January 1 of the year that immediately follows such Performance Period, subject to (a) the achievement of the applicable Performance Goal for such Performance Period set forth in Exhibit I attached hereto, and (b) the Grantee's Continuous Service from the Grant Date through the such vesting date.
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided in this Agreement, the PSUs will vest and become non-forfeitable on the last day of the Performance Period, subject to (a) the achievement of the minimum threshold performance goals for payout set forth in the attached Exhibit A, (b) the certification of the performance results for the PSUs by the Committee, and (c) there being no termination of Grantee’s employment (as determined pursuant to Section 7.2 of the Plan) from the Grant Date through the last day of the Performance Period. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the performance goals set forth on the attached Exhibit A and shall be rounded to the nearest whole PSU.
Vesting of PSUs. Other than as set forth in the final sentence of this Paragraph 3, no portion of the PSUs shall become vested unless the TSR Percentile Rank is at or above the 50th percentile. If (i) the TSR Percentile Rank Performance Criteria described in the previous sentence has been met as of the Performance Period End Date, and (ii) the PSUs are eligible to vest pursuant to Section 3 of this Agreement, the number of PSUs that vest shall be equal to the number of PSUs multiplied by the “Applicable Percentage” set forth in the table below. In the event that TSR Percentile Rank falls between two of the percentiles listed in the table below, the Applicable Percentage shall be interpolated on a straight line basis and the percentage of the number of PSUs vested (subject to the satisfaction of the vesting eligibility criteria set forth in Section 3 of this Agreement) shall be based on such interpolated percentage. If TSR Percentile Rank is at or above the 80th percentile, the Applicable Percentage shall be 150%.
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the Certification Date, subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Section 2, and (b) the Grantee’s Continuous Service from the Grant Date through the Certification Date. The Actual Award earned upon PSU vesting shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Section 2 and shall be rounded to the nearest whole Common Share. “Continuous Service” means that the Grantee’s service with the Company as an Employee is not terminated.
Vesting of PSUs. (a) Subject to the terms and conditions of Section 4 and Section 5 hereof and Exhibit C hereto, the Grantee’s right to receive Common Stock in settlement of the PSUs shall become nonforfeitable with respect to (i) 0% to 200% of the PSUs on the basis of the RTSR achievement during the Performance Period as set forth in the Statement of Management Objectives attached hereto as Exhibit C (the “Earned PSUs”). The Earned PSUs will be determined on the date following the end of the Performance Period on which the Committee determines the level of attainment of the Management Objectives for the Performance Period, which date must occur within 60 days after the end of the Performance Period (the “Committee Determination Date”). Except as otherwise provided herein, the Grantee’s right to receive Common Stock in settlement of the PSUs is contingent upon his or her remaining in the continuous employ of the Company or a Subsidiary until the end of the Performance Period.
(b) For purposes of this Agreement:
(i) “Continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries;
Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided in Sections 5 and 6, the PSUs shall vest and become nonforfeitable on the last day of the Performance Period, subject to (a) the achievement of the minimum threshold Performance Goal for payout set forth in Exhibit A, and (b) Participant's continuous employment (“Continuous Service”) from the Grant Date through the last day of the Performance Period (the “Vesting Date”). The number of PSUs that vest and become payable under this Agreement shall be determined by the Administrator based on the level of achievement of the Performance Goals set forth in Exhibit A and shall be rounded down to the nearest whole PSU.
Vesting of PSUs. Subject to the terms of this Agreement, PSUs will vest when the Committee has certified (which certification shall be made as soon as reasonably possible after the end of the Performance Period but in no event later than the tenth business day following the filing with the Securities and Exchange Commission (the “SEC”) of the Company’s Form 10-K for the year ended on the last day of the Performance Period) that: (a) the Employee has been in continuous employment with the Company or any Affiliate up to and including the last day of the Performance Period (except as otherwise provided below); (b) the Company has filed its financial statements with the SEC for the Performance Period (to and including, the period ending on the last day of the Performance Period); and (c) the Performance Goal and any other material terms were satisfied, based on a certification the Committee has received from the Company attesting to the satisfaction of the material terms and conditions of this Agreement and the amount of the award that had been earned based upon attainment of the Performance Goal in accordance with the following table: The number of PSUs to be vested shall be adjusted to be proportional to the partial performance between Threshold, Target and Maximum amounts. Any fractional PSUs will be rounded down to the nearest whole number. Any PSUs that do not vest pursuant to the provisions of this Agreement will be forfeited and canceled.
