Performance Restricted Shares Clause Samples

Performance Restricted Shares. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(b)(iv), of the Performance Restricted Shares (rounded down to the nearest whole share) awarded to Employee pursuant to Section 2 hereof that are still outstanding and not previously forfeited shall vest and become nonforfeitable, and the restrictions applicable hereunder to such vested Performance Restricted Shares shall terminate. The vested percentage determined in accordance with the schedule below shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Performance Restricted Shares that do not become vested as of the Vesting Date shall be forfeited by Employee and transferred to the Company at no cost to the Company. Company’s TotalShareholder Return Relativeto Peer Group Companies Percentageof SharesVested 50th percentile or above 100% 25th percentile 50% Below 25th percentile None (i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels. (ii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Performance Restricted Shares that are still subject to the restrictions of this Agreement shall terminate. (iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Performance Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company. (iv) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to all or a portion of the Performance Restricted Shares, such Performance Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. ...

Performance Restricted Shares. Subject to the terms and conditions of Sections 3(c), 3(d) and 4 hereof, Grantee's right to receive the Performance Restricted Shares covered by this agreement shall become nonforfeitable to the extent of (i) one-half (1/2) of the Performance Restricted Shares covered by this agreement upon achievement of the Board-approved EBITDA budgeting goal for fiscal year 2005 and continuous employment for two (2) years from the Date of Grant, and (ii) the remaining one-half (1/2) of the Performance Restricted Shares covered by this agreement upon achievement of the Board-approved EBITDA budgeting goal for fiscal year 2006 and continuous employment for two (2) years from the Date of Grant; provided, however, that, to the extent Grantee's right to receive Performance Restricted Shares (or any portion thereof) remains forfeitable after two (2) years from the Date of Grant, such right shall, in any event, become nonforfeitable upon the eighth (8th) anniversary of the Date of Grant, provided Grantee shall have been in the continuous employ of the Company or a subsidiary through such date.

Performance Restricted Shares. Subject to the provisions of this Agreement, upon the issuance of the Performance Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Performance Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Performance Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Performance Restricted Shares; provided, however, that with respect to any of the Performance Restricted Shares that are still subject to the restrictions of this Agreement, the cash, stock or other securities and other property constituting such dividend or other distribution pertaining to such Performance Restricted Shares shall be held by the Company subject to the restrictions applicable hereunder to such Performance Restricted Shares until such Performance Restricted Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Performance Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company. If the restrictions applicable to the Performance Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.

Performance Restricted Shares. Upon termination of Executive’s employment other than for Cause, all performance-restricted shares will continue and may vest at the end of the applicable performance period in accordance with and subject to the plan and award agreements.

Performance Restricted Shares