Earned PSUs Clause Samples
The 'Earned PSUs' clause defines the conditions under which Performance Share Units (PSUs) are considered earned by an employee or participant. Typically, this clause outlines the specific performance metrics, timeframes, and achievement levels required for PSUs to vest, such as meeting certain financial targets or operational goals over a set period. By clearly specifying when and how PSUs are earned, the clause ensures transparency in incentive compensation and aligns employee rewards with company performance objectives.
Earned PSUs. The PSUs shall become “Earned PSUs” following the end of the Performance Period (as defined in Exhibit A) to the extent earned in accordance with the performance criteria set forth on Exhibit A (the “Performance Criteria”), based on the Administrator’s determination, in its sole discretion, of the level of achievement of the Performance Criteria.
Earned PSUs. The PSUs shall be earned as specified in Exhibit A and the earned PSUs shall be eligible to vest pursuant to Sections 4 and 5.
Earned PSUs. (a) Fifty percent (50%) of the PSUs with respect to the Target Number of Shares shall be eligible to be earned and vest as follows (the “Sales-Based PSUs”), based on achievement of Sales Growth for the Performance Period: Sales Growth of less than 1.0%: None of the Sales-Based PSUs will be earned or eligible to vest. Sales Growth of at least 1.0% (“Threshold Sales Growth Goal”): 25% of Sales-Based PSUs will be earned and eligible to vest. Sales Growth of at least 3.0% (“Target Sales Growth Goal”): 100% of Sales-Based PSUs will be earned and eligible to vest. Sales Growth of at least 5.0% (“Maximum Sales Growth Goal”): 200% of Sales-Based PSUs will be earned and eligible to vest. If actual Sales Growth for the Performance Period is between the Threshold Sales Growth Goal and the Target Sales Growth Goal, or between the Target Sales Growth Goal and the Maximum Sales Growth Goal, the number of Sales-Based PSUs that will be earned and eligible to vest will be determined by linear interpolation. For example, if Sales Growth were 4.0%, then 150% of Sales-Based PSUs would be earned and eligible to vest.
(b) Fifty percent (50%) of the PSUs with respect to the Target Number of Shares shall be eligible to be earned and vest as follows (the “EBITDA-Based PSUs”), based on achievement of Adjusted EBITDA for the Performance Period: Adjusted EBITDA of less than $134.7MM: None of the EBITDA-Based PSUs will be earned and be eligible to vest. Adjusted EBITDA of at least $134.7MM (“Threshold EBITDA Goal”): 25% of EBITDA-Based PSUs will be earned and eligible to vest. Adjusted EBITDA of at least $152.8MM (“Target EBITDA Goal”): 100% of EBITDA-Based PSUs will be earned and eligible to vest. Adjusted EBITDA of at least $167.8MM (“Maximum EBITDA Goal”): 200% of EBITDA-Based PSUs will be earned and eligible to vest. If actual Adjusted EBITDA for the Performance Period is between the Threshold EBITDA Goal and the Target EBITDA Goal, or between the Target EBITDA Goal and the Maximum EBITDA Goal, the number of EBITDA-Based PSUs that will be earned and be eligible to vest will be determined by linear interpolation. For example, if Adjusted EBITDA were $160.3MM, then 150% of EBITDA-Based PSUs would be earned and eligible to vest.
Earned PSUs. Except as otherwise provided in Sections 4(a) and 4(b)(ii), below, the PSUs shall become “Earned PSUs” following the end of the Performance Period to the extent earned in accordance with the performance objectives set forth on Exhibit A (the “Performance Objectives”), subject to the Compensation Committee certifying, in its sole discretion, the achievement of the applicable Performance Objectives.
Earned PSUs. The PSUs shall be eligible to become earned as set forth on Exhibit A, subject to the Compensation Committee determining, in its sole discretion, the level of achievement of the applicable performance milestones.
Earned PSUs. The number of earned PSUs is calculated by multiplying the Target Number of PSUs specified on the cover page of the Agreement by the Performance Multiplier Percentage.
Earned PSUs. The PSUs are subject to both performance-based and service-based requirements. The number of earned PSUs (i.e. that number of PSUs which correspond to the level of performance attainment which the Committee has determined was achieved during any applicable period ) shall be determined solely by the Committee, in its absolute discretion, based on the attainment by the Company or its Affiliates of the targeted levels of performance set forth in Exhibit A, during the period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”) as determined by the Committee. The number of earned PSUs may range between 0% and 250% of the number of target PSUs granted hereunder (with 100% corresponding to target performance achievement). PSUs shall also be subject to, and earned only if, the Participant remains continuously employed in active service by the Company or one of its Affiliates from the Date of Grant through the final date of the performance period.
Earned PSUs. Subject to the provisions of this Section 4, within 30 days following the end of the Performance Period, the Board or Committee, in its sole discretion, shall determine the percentage (from 0% to 200%) of Target PSUs earned hereunder (the “Percentage Earned”), depending on whether, and to what degree, the Company attains or exceeds certain performance metrics over the Performance Period as set forth on Exhibit A to this Agreement. Upon the date of such determination by the Board or Committee (such date the “Determination Date”), the Participant shall earn a number of PSUs (the “Earned PSUs”) equal to the product of the Target PSUs multiplied by the Percentage Earned, provided that the Participant has not incurred a termination of employment with the Company or any Affiliate thereof (a “Termination”) for any reason prior to the applicable Determination Date. For the avoidance of doubt, the Participant shall neither earn, nor have any further rights, in any PSUs available hereunder to the extent the applicable performance metrics are not satisfied as of the Determination Date.
Earned PSUs. As soon as practicable after the Committee’s certification under subparagraph (b) (but no later than March 15, 2025), the PSUs will be adjusted to reflect the number of PSUs earned by the Participant. The earned PSUs shall be promptly settled in shares of Common Stock that are not subject to further restrictions. If the PSUs are earned pursuant to the provisions of Section 2(e), the number of shares of such PSUs to be issued under Section 2(e) shall be settled in shares of Common Stock that are not subject to further restrictions and shall be issued to the Participant on the Control Change Date.
Earned PSUs. The portion of the PSUs that may be earned by the Grantee and the corresponding number of PSUs that may become Earned PSUs (as defined in Schedule I) following the end of an applicable performance period will be determined in accordance with Schedule I hereto, which Schedule I is incorporated by reference and made part of this Agreement.