Performance-Based Vesting Sample Clauses

Performance-Based Vesting. Following the end of each Measurement Year, on the Measurement Date, the number of Performance Units set forth above that are identified above as first being eligible to vest for that Measurement Year (the "Eligible Performance Units") shall be eligible to vest. On each Measurement Date, 50% of the Eligible Performance Units with respect to the prior Measurement Year shall become Vested Units if at least 90% of the annual EBITDA target amount was met for the prior Measurement Year. If more than 90% of the annual EBITDA target amount was met for the prior Measurement Year, then the Eligible Performance Units with respect to the prior Measurement Year shall become Vested Units on a straight line basis such that an additional 5% of Eligible Performance Units shall become Vested Units for each 1% that actual EBITDA exceeds 90% of the annual EBITDA target amount.

Performance-Based Vesting. Subject to Section C, certain of the Restricted Units shall be subject to performance-based vesting in accordance with Section (B)(i) (the “TSR Performance-Based Units”), Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units”), and Section (B)(iii) (the “IP Performance-Based Units,” and together with the TSR Performance-Based Units and the Recurrent Consumer Spending Performance-Based Units, the “Performance-Based Units”).

Performance-Based Vesting. Subject to applicable forfeiture provisions in the Stock Incentive Plan, the Performance-Based Vesting Option Shares shall upon the earlier to occur of (A) a Change of Control and (B) following an initial public offering; provided that in either case, the Performance-Based Vesting Option Shares shall vest in such event only if the Equity Value (as defined below) of a share of common stock in the Change of Control or after the initial public offering, as the case may be, equals at least 200% of the Base Price. Notwithstanding the foregoing, if a Change of Control occurs within the first year following the Transaction Closing Date (an “Early Change of Control”), then the Performance-Based Vesting Option Shares will vest on a straight line basis if the Equity Value in the Early Change of Control equals between 100% and 200% of the Base Price, such that zero Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is less than or equal to 100% of the Base Price, all of the Performance-Based Vesting Option Shares will vest if the Equity Value in the Early Change of Control is equal to or greater than 200% of the Base Price and the number of Performance-Based Vesting Option Shares that vest if the Equity Value in the Early Change of Control is between 100% and 200% of the Base Price shall be the total number of Performance-Based Vesting Option Shares multiplied by a fraction, the numerator of which shall be the percentage of Base Price represented by the Equity Value in the Early Change of Control minus 100% (such numerator not to exceed 100%) and the denominator of which shall be 100%. For purposes of this calculation, “Equity Value” shall be determined as follows: (i) in the event of a Change of Control, the Equity Value shall be determined at the time of the transaction constituting a Change of Control, and shall be equal to the aggregate amount of per share net proceeds (other than any taxes) of cash or readily marketable securities and the discounted expected value of any other deferred consideration (as determined in good faith by the Board) received or to be received by the holders of common stock of Parent Corporation in such transaction (including all shares issuable upon exercise of in-the-money options, whether or not exercisable) at the time of the Change of Control; and (ii) at any time after an initial public offering, the Equity Value shall be measured using the average trading price of the common stock ...

Performance-Based Vesting. The number of restricted stock units that vest based on Company performance and are issued as Common Stock shall be determined using the table found in Appendix B.

Performance-Based Vesting. In addition to the service-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, will be eligible to be converted into common units of the Partnership (the “Award Common Units”) in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage set forth in the table below, subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle shall be deemed to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unit.

Performance-Based Vesting. A portion of the Option equal to 7,750 shares of each class of Common Stock (the “Performance-Vested Option”) shall vest and become exercisable as provided below; provided, that the Participant has not experienced a Termination prior to such date. (i) If, on any date from and after the Grant Date, the Company’s LTM EBITDA equals or exceeds $99,000,000 on the last day of each of the 12 consecutive calendar months ending prior to such date, 50% of the Performance-Vested Options shall vest; and (ii) If, on any date from and after the Grant Date, the Company’s LTM EBITDA equals or exceeds $150,000,000 on the last day of each of the 12 consecutive calendar months ending prior to such date, 100% of the Performance-Vested Options shall vest.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on [Day after end of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return D...

Performance-Based Vesting. Subject to the provision on Termination of Service below and to Section 2(b)(iii) below, the PSUs covered by this Award that will vest and become free of restrictions on the Performance Vesting Date will be calculated as set forth on Annex A attached hereto. The calculation provided on Annex A may allow for the partial or full vesting of this Award based upon the level of achievement of the Performance Objectives.

Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows: (A) The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 fiscal year (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement. (B) For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 fiscal year as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 fiscal year based on the Company’s performance. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016, without any further action of the Company whatsoever and without any cons...