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.
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Sources: Performance Restricted Stock Unit Agreement (NOODLES & Co), Performance Restricted Stock Unit Agreement (NOODLES & Co)
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 1.00.33%: None of the Sales-Based PSUs will be earned or eligible to vest. • Sales Growth of at least 1.00.33% (“Threshold Sales Growth Goal”): 25% of Sales-Based PSUs will be earned and eligible to vest. • Sales Growth of at least 3.02.0% (“Target Sales Growth Goal”): 100% of Sales-Based PSUs will be earned and eligible to vest. • Sales Growth of at least 5.04.0% (“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 4.03.0%, 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 $134.7MM95,400,000: None of the EBITDA-Based PSUs will be earned and be eligible to vest. • Adjusted EBITDA of at least $134.7MM 95,400,000 (“Threshold EBITDA Goal”): 25% of EBITDA-Based PSUs will be earned and eligible to vest. • Adjusted EBITDA of at least $152.8MM 106,300,000 (“Target EBITDA Goal”): 100% of EBITDA-Based PSUs will be earned and eligible to vest. • Adjusted EBITDA of at least $167.8MM 124,000,000 (“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 $160.3MM115,150,000, then 150% of EBITDA-Based PSUs would be earned and eligible to vest.
Appears in 1 contract
Sources: Performance Restricted Stock Unit Agreement (NOODLES & Co)