Vesting Tranche definition
Examples of Vesting Tranche in a sentence
The PRSUs are divided into three equal tranches (the “First Vesting Tranche”, the “Second Vesting Tranche” and the “Third Vesting Tranche”, each a “Vesting Tranche”), with each Vesting Tranche covering 1/3 of the PRSUs.
In the event the Participant’s Severance Date occurs prior to the Final Vesting Date and other than on one of the vesting dates set forth in Section 3, and the Participant’s Severance Date is the result of the death or Permanent Disability (as defined below) of the Participant, the next Vesting Tranche of the Award that is scheduled to vest following the Participant’s Severance Date shall immediately vest and become nonforfeitable as of the Participant’s Severance Date.
The Target VWAP Condition for a particular Vesting Tranche shall be achieved if, during the Performance Period, the volume-weighted average (“VWAP”) trading Share Price during a period of 60 consecutive calendar days equals or exceeds the Target VWAP Condition set forth opposite such Vesting Tranche in the table below.
First Vesting Tranche $4.00 Second Vesting Tranche $4.50 Third Vesting Tranche $5.00 Fourth Vesting Tranche $6.00 Except as otherwise provided in Section 5 below, if the Target VWAP Condition set forth opposite a particular Vesting Tranche in the table above is not achieved on or prior to the last day of the Performance Period (for avoidance of doubt, by October 15, 2028), the PSUs subject to such Vesting Tranche shall be forfeited for no consideration.
Shares of Restricted Stock in a given Vesting Tranche that do not vest pursuant to the immediately preceding sentence shall be forfeited by the Holder immediately upon the expiration of the applicable Service Period.
Each such anniversary date shall be referred to herein as the “Regular Vesting Date” of the Vesting Tranche vesting on such date.
Performance Shares in a given Vesting Tranche that are no longer eligible to vest following the Committee’s determination of Total Shareholder Return with respect to a given Performance Period shall immediately be forfeited to the Company by the Participant for no consideration as of the date of such determination.
Any Restricted Stock Units from a Vesting Tranche that remain unvested as of any Vesting Date, other than the final Vesting Date, will be transferred to the Vesting Tranche eligible for vesting during the next Vesting Cycle and will remain unvested and eligible for vesting on the Vesting Date relating to such Vesting Tranche.
Each Vesting Tranche shall be treated as a separate payment for purposes of Section 409A.
The total number of vested Performance Shares in each Vesting Tranche shall be delivered following the later of (i) expiration of the Service Period and (ii) the Committee’s determination of Total Shareholder Return with respect to the Performance Period for such Vesting Tranche.