Performance Option Clause Samples

Performance Option. The Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of either of the two immediately subsequent Fiscal Years if the applicable two- or three-year cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of either of the two immediately subsequent Fiscal Years with respect to a Fiscal Year completed no more than two years prior to the then completed Fiscal Years; provided that, in the event that an EBITDA Target is not achieved in either of Fiscal Years 2011 or 2012, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target or the applicable Cumulative EBITDA Target shall nevertheless vest and become exercisable at the end of either of the two immediately subsequent fiscal years of the Company if the budgeted EBITDA target set by the Board and the Committee in respect of such Fiscal Year of the Company is achieved and the excess over such budgeted amount is sufficient to satisfy the shortfall from Fiscal Year 2011 or 2012.

Performance Option. Except as provided in the immediately following sentence, no portion of the Performance Option that is not vested as of the date of a Termination of Employment, shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “Involuntary Termination Protected Period”) either (x) an Initial Public Offering occurs, or (y) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Option remains outstanding as of the last day of the Involuntary Termination Protected Period, it shall be forfeited immediately following the last day of the Involuntary Termination Protected Period. Any portion of the Performance Option that becomes vested pursuant to this Section 7(a)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Option. Subject to Section 3.1(d)(ii) and so long as the Optionee continues to be Employed through the relevant vesting event, the Option shall, with respect to thirty-three and one-third percent (331/3%) of the Membership Units subject to the Option, become Earned based on the Company’s level of achievement of consolidated annual EBITDA for the Grant Year and thereafter become vested and exercisable based on elapsed time, in accordance with the terms set forth on Appendix B attached hereto (the “Performance Option”), such that the percentages of the portion of the Performance Option that has been Earned set forth in the table entitled Earned Performance Option Vesting Schedule on Appendix B attached hereto shall become vested and exercisable on each of the corresponding vesting dates set forth in such table; provided that, for the avoidance of doubt, no portion of the Performance Option shall become Earned (and thereby become eligible to become vested and exercisable), unless the Optionee remains Employed through the date on which the Committee determines that the applicable condition(s) to becoming Earned has been satisfied, in accordance with the terms set forth on Appendix B attached hereto.

Performance Option. Subject to Section 7, the Option to purchase up to 34,577 of the Class A Shares subject to the Option (the “Performance Option”) shall be eligible to become vested and exercisable as set forth on Exhibit A, subject to the Employee’s continued employment on the applicable vesting date.

Performance Option. The Performance Option shall become vested and exercisable with respect to 20% of the shares of Common Stock underlying such Performance Option at the end of each of the first five Fiscal Years occurring after the Grant Date, if and only if the Company achieves the Performance Target Value per Fully Diluted Shares targets set forth on Schedule A attached hereto (each, a “Performance Target”) with respect to the applicable Fiscal Year; provided that, to the extent the Company makes a distribution to shareholders of the Company of cash or property which affects the Performance Target Value per Fully Diluted Shares, the Board will adjust the Performance Target to account therefor, and provided further that, following the third Fiscal Year occurring after the Grant Date, the Performance Option shall become vested and exercisable with respect to 10% of the shares of Common Stock underlying such Performance Option if the Company achieves (x) for the fourth Fiscal Year occurring after the Grant Date, 95% of the applicable Performance Target or (y) for the fifth Fiscal Year occurring after the Grant Date, 92.5% of the applicable Performance Target. Notwithstanding the foregoing, in the event that a Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Performance Target applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Performance Target is achieved. Notwithstanding anything herein to the contrary, in the event the Grant Date occurs in the second six (6) months of a Fiscal Year, the Performance Option shall not be eligible to become vested and exercisable as to the first 20% of the shares of Common Stock underlying such Performance Option until the end of the next full Fiscal Year following the Fiscal Year in which the Grant Date occurs; provided, however, that, the Committee, in its sole discretion, may provide that the first 20% of the shares of Common Stock underlying such Performance Option (or a pro-rata portion thereof) is eligible to become vested and exercisable in the Fiscal Year in which the Grant Date occurs.

Performance Option. An Option with respect to which the terms and conditions are set forth in Section 3(b) of this Agreement.

Performance Option. The Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Year if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year with respect to all then completed Fiscal Years;

Performance Option. (A) If the Company achieves the applicable EBITDA targets as set forth for each of the Fiscal Years 2014 through 2018 as set forth on Schedule A attached hereto (each an “Annual Performance Target”), then the Performance Option shall be eligible to become vested and exercisable with respect to 20% of the Shares subject to such Option at the end of each such Fiscal Year. (B) Notwithstanding the foregoing, in the event that the Annual Performance Target is not achieved in a particular Fiscal Year (a “Missed Year”), then that 20% portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its Annual Performance Target in the Missed Year shall nevertheless also vest and become exercisable at the end of any subsequent Fiscal Year if at the end of such subsequent Fiscal Year, the Cumulative Performance Target set forth on Schedule A for such Fiscal Year is achieved or exceeded. Any part of the Performance Option that does not vest pursuant to Section 3.1(a)(ii)(A) or (B) shall remain outstanding as an unvested Option subject to vesting pursuant to Section 3.1(b) until such Option otherwise terminates pursuant to this Agreement.

Performance Option. The Performance Option shall become vested and exercisable as to 100% of the shares subject to such option on the eighth anniversary of the Grant Date; provided, however, that the exercisability of the Performance Option will be accelerated as to 20% of the shares of Common Stock subject to such Option at the end of each of the first five Fiscal Years occurring after the Grant Date, if and only if Holdco achieves both the EBITDA and Free Cash Flow performance targets set forth on Schedule A attached hereto (each, an “Annual Performance Target”). In the event that an Annual Performance Target is not achieved in a particular Fiscal Year, the vesting of the Performance Option shall accelerate if both Annual Performance Targets are achieved in any subsequent fiscal year, such that the Performance Option shall vest as if all prior Annual Performance Targets had been met.