Performance RSUs Sample Clauses

Performance RSUs. Each Performance RSU granted under this Agreement shall, subject to the attainment of certain performance goals set forth in this Agreement and the other terms herein, represent the right to receive a payment of one share of Stock. The attached Schedule A specifies the performance goals (“Performance Goals”) required to be attained during the performance period designated above (the “Performance Period”) in order for the Performance RSUs to become eligible to vest, provided that, in determining the number of Performance RSUs eligible to vest, the Committee shall at all times during or after the Performance Period have the right in its sole discretion to reduce or eliminate the number of Performance RSUs that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goals (“Negative Discretion”). Any Performance RSUs that vest in accordance with this Agreement shall thereafter be payable in accordance with Section 2(c). Any Performance RSUs that do not become eligible to vest pursuant to this Agreement or that otherwise do not vest pursuant to this Agreement shall be immediately forfeited.

Performance RSUs. Each Performance RSU shall be settled by a cash payment to the holder thereof at the Effective Time of an amount determined by the Purchaser to be properly due to such holder based on the terms of such Performance RSU.

Performance RSUs. For the Performance RSUs, if Executive’s continuous service is terminated within one (1) month prior to or within twelve (12) months after a Sale Event, either: (1) by the Company (or successor entity) without Cause, or (2) by Executive for Good Reason and the Performance RSUs are still outstanding at such time, then the number of Performance RSUs that would have become vested pursuant to their terms specified in the applicable award agreement (specifically, with the Ending Price equal to the per share purchase price applied to the Company in the Sale Event, which shall be determined prior to any contingencies, purchase price adjustments, escrows and/or similar holdbacks), shall become vested on the later of such Sale Event or termination of Executive’s continuous service. In addition, if the Company is subject to a Sale Event while Executive remains in continuous service and any of the then-outstanding Performance RSUs are not assumed by the acquirer or its parent, continued by the surviving company, or substituted for an equivalent award or cash payment, then the number of Performance RSUs that would have become vested pursuant to the terms specified in the applicable award agreement (specifically, with the Ending Price equal to the per share purchase price applied to the Company in the Sale Event, which shall be determined prior to any contingencies, purchase price adjustments, escrows and/or similar holdbacks), shall become vested immediately prior to the Sale Event.

Performance RSUs. “Performance RSUs” shall mean restricted stock units tied to specified goal achievement.

Performance RSUs. Subject to the Employee’s continued employment by the Company or its Affiliates on the date specified in clause (A) or (B) below, the Performance RSUs shall vest in full: (A) if on any date prior to the second anniversary of the IPO, the average of the closing price of the Company Common Stock on the New York Stock Exchange for the 30 days immediately preceding such date is at least equal to 130% of the price at which shares of Company Common Stock initially traded in the IPO (the “IPO Price”); or (B) if the vesting conditions specified in Section 2(a)(ii)(A) above are not met, on any date prior to the fifth anniversary of the IPO, the average of the closing price of the Company Common Stock on its principal exchange for the 30 days immediately preceding such date is at least equal to 150% of the IPO Price; provided that, if the Performance RSUs have not become vested by the fifth anniversary of the IPO according to the conditions specified in clause (A) or (B) of this Section 2(a)(ii), fifty-percent (50%) of the Performance RSUs shall vest on the fifth anniversary of the IPO and any Performance RSUs that have not vested shall be forfeited. For purposes of this Agreement, any date on which Restricted Stock Units granted hereunder vest shall be a “Vesting Date”. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.

Performance RSUs. Notwithstanding Section 4 hereof, any outstanding Performance RSUs shall vest immediately upon an Executive’s involuntary Termination of Employment without Cause or Executive’s Termination of Employment for Good Reason within 90 days prior to or 90 days after the date on which a Change in Control occurs.

Performance RSUs. (i) The RSUs designated as PSUs shall vest, subject to the Grantee’s continuous employment with the Company (or an Affiliate of the Company), on a quarterly basis, provided that the applicable Performance Hurdle for the applicable Performance Year has been met (as such terms are provided in the table below), and the following rules shall apply to such vesting: a. If a Performance Hurdle has not been met by the end of a quarterly vesting period, the PSUs available to vest during such quarter shall be available to vest in the next quarterly vesting period within that Performance Year and shall vest, if applicable, on the last day of the quarterly vesting period in which the Performance Hurdle is met. b. If the Performance Hurdle for the 3rd Performance Year is not met, the PSUs available to vest in such 3rd Performance Year remain eligible to vest in any applicable quarter of the 4th Performance Year if the 4th Performance Year’s Performance Hurdle is met during that year, such vesting to occur on the last day of such quarterly vesting period. Subject to the preceding sentence, if a Performance Hurdle for a Performance Year is not met, the PSUs eligible to vest with respect to that Performance Year shall immediately terminate and become null and void. c. PSUs will vest in whole numbers. The one year period commencing on the second anniversary of the Vesting Commencement Date (the “3rd Performance Year”) 12.5% on the last day of each of the first, second, third and fourth quarters of the 3rd Performance Year The Company’s stock price closes at $23 or greater for 30 Trading Days out of any 45 consecutive Trading Days during the 3rd Performance Year The term “Trading Day” means any full day the Nasdaq Stock Market is open for trading The one year period commencing on the third anniversary of the Vesting Commencement Date (the “4th Performance Year”) 12.5% at the end of each of the first, second, third and fourth quarters of the 4th Performance Year The Company’s stock price closes at $28 or greater for 30 Trading Days out of any 45 consecutive Trading Days during the 4th Performance Year (ii) From and after the Vesting Commencement Date through the date on which the PSUs become fully vested pursuant to subparagraph (i) above, the unvested portion of the grant of PSUs remains subject to forfeiture in accordance with the terms of Section 3 hereof.

Performance RSUs. Each Performance RSU granted under this Agreement shall, subject to the attainment of certain performance goals set forth in this Agreement and the other terms herein, represent the right to receive a payment of one share of Stock (rounded down to the nearest whole share in the aggregate on each Vesting Date). The attached Schedule A specifies the financial performance goals (“Performance Goals”) required to be attained during the performance period designated above (the “Performance Period”) in order for the Performance RSUs to become eligible to vest, provided that, in determining the number of Performance RSUs eligible to vest, the Committee shall at all times have the right in its sole discretion to reduce the number of Performance RSUs that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goal (“Negative Discretion”). Any Performance RSUs that vest in accordance with this Agreement shall thereafter be payable in accordance with Section 2(c). Any Performance RSUs that do not vest pursuant to this Agreement shall be immediately forfeited.

Performance RSUs. Subject to the approval of the Board, or an authorized committee thereof, you shall be granted an additional restricted stock unit award (“Performance RSU”) in the amount of 390,000 shares of the Company’s common stock pursuant to the Plan. Such grant shall be evidenced by an agreement (the “Performance Award Agreement”) to be entered into by and between you and the Company. In the event of a conflict between this Agreement and the Performance Award Agreement, the terms of the Performance Award Agreement shall control. The Performance RSU shall vest in two (2) equal installments, with (a) 50% vesting when the Company achieves a 30-day weighted average share price of $18.00 on or before March 22, 2026 and (b) 50% vesting upon the first marketing approval of a Company product by the United States Food and Drug Administration on or before March 22, 2028).