Earned Performance Shares Sample Clauses

Earned Performance Shares. (a) Subject to Sections 3.l(b) and (c) below, the Shares subject to the PRSUs shall become Earned Performance Shares as of the Earned Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Schedule B to this Agreement are attained. (b) As of the Earned Date, the Committee shall certify the attainment level of applicable Performance Objectives, and based on such certification, shall declare the number of Shares subject to the PRSUs that shall become Earned Performance Shares. Anything to the contrary in this Section 3.1 and Schedule B to this Agreement notwithstanding, the Committee retains sole discretion to determine the number of Shares subject to the PRSUs that will become Earned Performance Shares. (c) The Executive understands and agrees that the terms under which the PRSU s shall become Earned Performance Shares (as described in Section 3.1 above and in Schedule B) is confidential and the Executive agrees not to disclose, reproduce or distribute such confidential information concerning the Company, except as required in the course of the Executive's employment with the Company, without the prior written consent of the Company. The Executive's failure to abide by this condition may result in the immediate cancellation of the PRSUs. (d) Shares subject to the PRSUs that are not declared by the Committee on the Earned Date to be Earned Performance Shares shall be forfeited immediately. (e) The Performance Objectives may be adjusted as the Committee, in its sole discretion, deems appropriate. (f) If, prior to the Earned Date, the Executive experiences a Termination of Service due to death or Disability, the Performance Objectives will be deemed to be attained at 100% of the target level and all of the unearned Shares underlying the PRSU s will deemed to be Earned Performance Shares. (g) If, prior to the end of the Performance Period, (i) the Executive experiences a Termination of Service for reasons other than death, Disability or Cause, or (ii) there is a Change of Control, the Committee, may, in its sole discretion, deem the Performance Objectives to be attained at the level (not to exceed the 100% of the target level) determined by the Committee as to all or part of the unearned Shares underlying the PRSU s and deem them ...

Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A. [Alternative language for Performance Shares NOT intended as Qualified Performance Based Compensation within the meaning of 162(m) of the IRC - The Performance Shares subject to this Award shall be deemed earned to the extent of the greater of (i) the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control) or (ii) the target number of Performance Shares set forth in this Agreement. The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A.]

Earned Performance Shares. Whether and to what degree the Performance Shares subject to this Award will have been earned as of the Scheduled Vesting Date will be determined by whether and to what degree the Company has satisfied the applicable performance objective(s) for the performance period beginning on January 1, 2016 and ending on December 31, 2018 (the “Performance Period”) as set forth in Appendix A. Unearned Performance Shares are subject to forfeiture as provided in Section 7.

Earned Performance Shares. Except as provided by the Performance Share Agreement, the number of Earned Performance Shares, if any (not to exceed the Maximum Number of Performance Shares), shall equal the product (rounded down to the nearest whole number) of (i) the Target Number of Performance Shares and (ii) the Relative Return Factor for the Performance Period, as illustrated by Appendix A. Vesting Date: April 27, 2014, except as otherwise provided by the Performance Share Agreement.

Earned Performance Shares. Subject to Sections 3.1(b) through 3.1(d) below, the Shares subject to the PRSUs shall become Earned Performance Shares and shall become eligible to vest in accordance with the provisions of Section 3.2 as of the Earned Date to the extent the Committee determines (and based on the level of attainment) that the Performance Objectives set forth in Schedule C-1 or C-2, and in Schedule D, to this Agreement are attained pursuant to Section 3.1(b). The Performance Objectives in Schedule C-1 shall apply if the Towers ▇▇▇▇▇▇ Merger is not completed and the Performance Objectives in Schedule C-2 shall apply if the Towers ▇▇▇▇▇▇ Merger is completed. Schedule D shall apply without regard to whether the Towers ▇▇▇▇▇▇ Merger is completed.

Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned to the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met, including application of the TSR performance adjustment described above, during the Performance Period up through and including the effective date of the Change in Control, also giving effect to TSR performance adjustments during the Performance Period (using the latest available information prior to the date of the Change in Control). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A.

Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned to the extent, as determined by the Committee no later than the effective date of the Change in Control, the Qualifying Performance Goal applicable to the Performance Shares has been met during the Performance Period up to and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control), with the Qualifying Performance Goal to be pro-rated by multiplying the Qualifying Performance Goal by a fraction, the numerator of which is the number of days from the start of the Performance Period through and including the date of the latest available information used to measure the achievement of the Qualifying Performance Goal, and the denominator of which is the total number of days in the three-year Performance Period (the “Pro-Rated Performance Goal”). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A, with the Qualifying Performance Goal to be replaced by the Pro-Rated Performance Goal. The number of Target Performance Shares shall not be pro-rated to reflect the shortened Performance Period.

Earned Performance Shares. Subject to the terms and conditions of this Agreement and those of the Plan, the number of Performance Shares earned (the “Earned Performance Shares”), if any, shall be determined based on the extent to which the actual 2011 Company EBITDA (as hereinafter defined) attains the 2011 Company EBITDA targets set forth in the following schedule: Less than $13,470,000 Zero $13,470,000 25.0 % $14,424,000 33.3 % $16,000,000 50.0 % $18,000,000 66.7 % $20,000,000 or greater 100.0 % If actual 2011 Company EBITDA is between any target levels set forth in the above schedule, the Earned Performance Shares shall be determined by linear interpolation. Following issuance of the Company’s 2011 audited financial statements, the Committee shall determine and certify in writing the extent to which the 2011 Company EBITDA targets set forth above were attained and the number (if any) of Earned Performance Shares in accordance with this Agreement.

Earned Performance Shares. At the conclusion of the First Grant Year, all or a portion of the Performance Shares will be eligible for vesting based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year. The portion of the Performance Shares that is eligible for vesting based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year is referred to herein as the “Earned Performance Shares.” The Earned Performance Shares will vest as follows: (i) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Second Grant Year, one-fourth of the Earned Performance Shares will vest on March 1 of the Second Grant Year; (ii) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Third Grant Year, an additional one-fourth of the Earned Performance Shares will vest on March 1 of the Third Grant Year; (iii) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Fourth Grant Year, an additional one-fourth of the Earned Performance Shares will vest on March 1 of the Fourth Grant Year; and (iv) provided that you have remained an Eligible Person at all times from the Date of Grant until March 1 of the Fifth Grant Year, the remaining one-fourth of the Earned Performance Shares will vest on March 1 of the Fifth Grant Year.