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. (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 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. A portion of the Option equal to 5,000 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 $150,000,000 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 $225,000,000 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. 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. 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. 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...

Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest upon the thirteen month anniversary of the grant date (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future year.