Award of Performance Based Restricted Stock Units Clause Samples

Award of Performance Based Restricted Stock Units. 1.1 Subject to the terms of this Agreement, effective as of the Date of Grant, Gulf Island hereby grants to the Participant an award of ___________ performance-based restricted stock units ("PSUs"). Each PSU represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. Whether the PSUs may be earned will depend on the Company’s level of achievement and the Committee’s certification of the performance metrics specified in Section 1.2 during the period beginning January 1, 2024, and ending December 31, 2024 (the “Performance Period”). Any PSUs that are deemed not subject to vesting as of the end of the Performance Period shall be forfeited. 1.2 Provided the Participant satisfies the service conditions set forth in Section 1.4, the PSUs may vest and be earned if the Company’s actual adjusted cash flow for the Performance Period is break-even or above (as set forth in the materials presented to the Committee) (the “Performance Metric”), as determined by the Committee (with such amount referred to herein as the “Final PSUs”). 1.3 Following the end of the Performance Period, the Committee shall, within a reasonably practicable time, determine the results of Performance Metric and whether the PSUs may be earned. Such determination shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. If the Performance Metric is not achieved, the PSUs shall immediately be forfeited. 1.4 The Final PSUs shall vest, subject to the conditions of Sections 2 and 3, on the following dates (each, a “Vesting Date”): Scheduled Vesting Date Amount ofFinal PSUs To Vest First Anniversary of Date of Grant 33% Second Anniversary of Date of Grant 33% Third Anniversary of Date of Grant Remaining balance
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Award of Performance Based Restricted Stock Units. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Committee hereby grants to the Participant Restricted Stock Units (the “Target Restricted Stock Units”). The Target Restricted Stock Units are contingently awarded, and shall vest, and be adjusted and paid, based on the actual level of attainment of the Performance Goals (as defined in Schedule A hereto). The number of the Target Restricted Stock Units which are ultimately earned (expressed as a percentage of the number of the Target Restricted Stock Units) based on actual performance are referred to in this Agreement as the “Restricted Stock Units.” (b) The Committee shall, as soon as practicable following the last day of each Performance Period (as defined in Schedule A hereof), but in no event later than thirty (30) days following the end of the Performance Period, certify (i) the extent, if any, to which the Performance Goals have been attained with respect to such Performance Period and (ii) the amount of cash, if any, which the Participant shall be entitled to receive with respect to such Performance Period. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. (c) The Committee may at any time prior to the final determination of the extent, if any, to which the Performance Goals have been attained, adjust the Performance Goals to reflect any change in corporate capitalization as described in Section 18 of the Plan (which is titled “Adjustments Upon Changes in Capitalization”). The Committee may also adjust the Performance Goals in accordance with the adjustments specifically provided for in Section 14 of the Plan (which is titled “Performance Award Agreement and Terms”). In no event shall the Committee make discretionary modifications that are not provided for within this Agreement or in the Plan.
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Award of Performance Based Restricted Stock Units. The Corporation hereby confirms an Award to the Participant on Award Date of <PSUs> Performance-Based Restricted Stock Units (PSUs). The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation upon the Corporation’s achievement over a Performance Cycle of performance goals established by the Committee in January of the current year for the selected Performance Criteria. The determination of whether the performance goals were achieved shall be a two-step calculation, as follows: (a) The initial Performance Criterion will be the average of the Corporation’s annual after-tax returns on average invested capital for the three-year Performance Cycle beginning January 1 of the current year. (b) The final number of PSUs earned will be determined by multiplying the number of PSUs earned under (a) by a total shareholder return factor based on the ranking of the three-year total return to the Corporation’s stockholders as compared with the total shareholder return on the publicly traded stocks of the other North American Class I railroads (which, as of the Award Date, are Canadian National Railway Company, Canadian Pacific Railway Limited, CSX Corporation, Kansas City Southern and Union Pacific Corporation), as set forth in the following table: NS Three-Year TSR vs. Other Railroads TSR Modifier Rank 1 1.250 Rank 2 1.125 Rank 3 or 4 1.000 Rank 5 0.875 Rank 6 0.750 For this purpose, the three-year total return shall be measured using the closing price per share of stock or equivalent on the New York Stock Exchange (or if unavailable, on another U.S. stock exchange) as determined during the 20 days on which stock is traded ending on and including December 31 of the prior year and December 31 of the end of the three-year performance cycle or, if a stock is not traded on that day, on the most recent trading day immediately preceding such date. A company will be excluded from the ranking if it ceases to be publicly traded at any time during the three-year period as a result of the company’s being acquired by another company or going private, but included and ranked at the bottom of the group if the company ceases to be publicly traded as a result of becoming subject to a bankruptcy, reorganization or liquidation proceeding.
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Award of Performance Based Restricted Stock Units. The Company hereby awards the Participant [ ] Restricted Stock Units, subject to the restrictions (including without limitation the performance-based restrictions set forth in Section 2) and on the terms and conditions set forth in this Agreement (the “Restricted Units”). The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan. To the extent there is a conflict between the Plan and this Agreement, the Plan will prevail.
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Award of Performance Based Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of an award of Performance-Based Restricted Stock Units consisting of the number of Units identified on the cover page of this Agreement. Each Unit that vests represents the right to receive one Share of the Company’s common stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company.
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Award of Performance Based Restricted Stock Units 
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Related to Award of Performance Based Restricted Stock Units

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Grant of Performance Shares Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Employee may be entitled to receive Performance Shares. Each Performance Share that becomes payable shall entitle the Employee to receive from the Company one share of the Company's common stock (“Common Stock”) upon the expiration of the Incentive Period, as defined in Section 2, except as provided in Section 13. The actual number of Performance Shares an Employee will receive will be calculated in the manner described in these Terms and Conditions, including Exhibit A, and may be different than the Target Number of Performance Shares set forth in the Award Agreement.