Common use of Performance Options Clause in Contracts

Performance Options. (A) Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

Performance Options. (A) Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. Notwithstanding Section 3(b) and 3(d)(i), (x) in the event that (a) the Participant’s Employment is terminated (A) by the Company without Cause or (B) by the Participant with Good Reason and (b) the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expired, (1) the Operating Performance Option shall become vested and exercisable with respect to (a) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable for the calendar year of such termination of Employment and (b) the Shares subject to the Operating Performance Option that were eligible to vest and become exercisable in the year following such termination of Employment and (2) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of calendar years that have lapsed since the Date of Grant plus two (2) and the denominator of which is seven (7) and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occur during the twenty-four (24) months following such termination of Employment, then the Performance Options shall vest and become exercisable as to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, (x) if the annual performance targets are achieved with respect to the Operating Performance Option for the year of such termination of Employment, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number of Shares equal to the number of Shares subject to the Exit Performance Option multiplied by a fraction (not to exceed one), the numerator of which is the number of full calendar years that have lapsed since the Date of Grant and the denominator of which is seven (7).

Performance Options. Except as otherwise provided in this Agreement, the remaining 50% of the Initial Value Options and the remaining 50% of the Premium Options (Asuch remaining Initial Value Options and Premium Options, the "Performance Options") Notwithstanding Section 3(b) and 3(d)(i), (x) in shall become exercisable based on the event that (a) the Participant’s Employment is terminated (1) by financial performance of the Company without Cause or (2) by and the Participant with Good Reason and (b) Subsidiaries during the annual performance targets are achieved with respect period from the Grant Date to the Operating Performance Option for the year of such termination of Employment, to the extent not previously cancelled or expiredTarget Date as follows. Except as otherwise provided in this Agreement, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement Applicable Portion of such annual performance targets as if the Participant’s Employment continued through the February 15 following the end of such year and (y) in the event that (a) the Participant’s Employment is terminated (1) by the Company without Cause or (2) by the Participant with Good Reason and (b) Liquidity Events (other than a Distribution Event) occurs during the twelve (12) months following such termination of Employment, then the Performance Options shall vest and become exercisable as of the Target Date, if and only if (i) the Company shall have achieved at least the Minimum EBITDA Target as of such Target Date and (ii) the Grantee shall have been continuously employed by the Company or one of the Subsidiaries from the Grant Date until the Target Date; provided that, if the Grantee's employment is sooner terminated by reason of a Special Termination, then a proportionate share of the Applicable Portion of the Performance Options (such proportionate share to the Shares that would have vested and become exercisable had the Participant remained employed through such Liquidity Events. (B) Notwithstanding Section 3(b) and 3(d)(i), in the event that the Participant’s Employment is terminated due to the Participant’s death or Disability, be determined by multiplying (x) the Applicable Portion, if any, determined as of the annual performance targets are achieved with respect last day of the calendar quarter ending prior to the Operating Performance Option date of the Special Termination for which the year applicable financial information is available, on the basis of the cumulative EBITDA achieved as of such termination of Employmentdate, the Operating Performance Option shall become vested and exercisable with respect to the Shares subject to the Operating Performance Option that would have vested and become exercisable upon the achievement of such annual performance targets as if the Participant’s Employment continued through the February 15 following such calendar year and by (y) the Exit Performance Option shall be deemed to be vested and exercisable with respect to a number product of Shares equal to (A) the number of Shares subject to the Exit Performance Option Options multiplied by (B) a fraction (not to exceed one)fraction, the numerator of which is equal to the number of full calendar years that have lapsed since days in the period commencing on the Grant Date and ending on the date of Grant the Special Termination and the denominator of which is seven equal to 1,095) shall become exercisable as of the date of such Special Termination. In the event of the acceleration of the exercisability of any Performance Options by reason of a Special Termination of the Grantee's employment prior to the Target Date, one-half of such accelerated Performance Options shall be Initial Value Options and the remaining one-half of such accelerated Performance Options shall be Premium Options. Notwithstanding the foregoing provisions of this paragraph (7b), subject to the continuous employment of the Grantee with the Company or one of the Subsidiaries, Performance Options shall become exercisable nine years following the Grant Date, regardless of whether the EBITDA Target has been achieved.