Performance Vesting Conditions Clause Samples

Performance Vesting Conditions. Subject to the terms and conditions of this Agreement and the 2017 Plan, the PSU Award shall vest and the PSUs will be converted into an equivalent number of Shares that will be delivered to Participant, subject to applicable withholding taxes, only upon the Committee’s determination, after completion of the Performance Period, of the level of achievement of the applicable Performance Goals identified in Exhibit A to this Agreement.

Performance Vesting Conditions. The number of Performance-Based RSUs that become earned (if any) will be determined based on the performance measures set forth below. (i) [●]

Performance Vesting Conditions. The vesting of the Option is contingent upon the achievement of one or more of the Share Price Targets set forth in the table below (each a “Share Price Target” and collectively, the “Share Price Targets”) upon an Attainment Date that occurs during the Performance Period, and the Optionholder’s Continuous Service as provided in this Vesting Schedule. For purposes of the foregoing, an “Attainment Date” shall occur on the first date during the Performance Period when the average of the volume weighted average price (“VWAP”) per Share for each trading day on the NYSE American (or such other principal exchange on which Shares are then trading) in the period of twenty (20) consecutive trading days ending upon and including such date (the “Attainment Period”) equals or exceeds the applicable Share Price Target set forth in the table below. For purposes of this Option Agreement, the VWAP for any trading day shall be determined as the VWAP reported for such trading day by Bloomberg L.P. (or such other reputable pricing data provider as may be designated by the Committee in its sole discretion). Notwithstanding the foregoing, in the event of a Change in Control during the Performance Period and while the Optionholder remains in Continuous Service, the achievement of the Share Price Target for any portion of the Option for which an Attainment Date has not previously occurred will be determined based solely upon the higher of (a) the closing price per Share on the NYSE American (or such other principal exchange on which Shares are then trading) on the last trading day prior to the Change in Control, and (b) the total value per Share of the consideration payable or distributable to the Company’s stockholders in the Change in Control transaction, and in the event that any Share Price Target is thereby achieved, the “Attainment Date” shall be the date of such Change in Control.

Performance Vesting Conditions. This Exhibit A contains the performance vesting conditions and methodology applicable to the PRSUs. Subject to the terms and conditions set forth in the Plan and the Agreement, the portion of the PRSUs subject to this Award, if any, that become vested during the Performance Period will be determined upon the Committee’s certification of achievement of the performance criteria in accordance with this Exhibit A, which shall occur within sixty (60) days following the end of the Performance Period (the “Certification Date”). Capitalized terms used but not defined herein shall have the same meaning as is ascribed thereto in the Agreement or the Plan.

Performance Vesting Conditions. In addition to the satisfaction of the service vesting conditions set forth in subsection (i) of this Paragraph 2(a), the vesting and settlement of this Award is conditioned upon the satisfaction of any one of the performance conditions set forth in Exhibit A, subject to certification of achievement of such performance condition by the Committee. For the avoidance of doubt, only one performance condition needs to be satisfied, and once any one performance condition is satisfied, the Award shall vest in full, subject to any service vesting conditions set forth in subsection (i) of this Paragraph 2(a). Once any performance condition is met for a Performance Period, the Committee need not, and shall not, determine whether any performance condition for a subsequent Performance Period has been satisfied. Each of the performance conditions shall be subject to such adjustments and exclusions established by the Committee not later than 90 days following the beginning of the applicable Performance Period (and in no event after 25% of the Performance Period has elapsed).

Performance Vesting Conditions. The SARs will performance-vest in accordance with and subject to achievement of the performance goals and conditions set forth in Exhibit A hereto over the Performance Period. The Committee shall determine the extent to which any SARs granted hereunder will vest based on the extent to which the performance-vesting conditions described in Exhibit A are achieved during the Performance Period as soon as practicable following (but in any event within thirty (30) days following) the completion of the Performance Period. For the avoidance of doubt, no SARs granted hereunder will vest unless both service-vesting and performance-vesting conditions are achieved as of the conclusion of the Performance Period.

Performance Vesting Conditions. Subject to the conditions set forth in this Agreement, the Option shall fully vest on a ▇▇▇ Equity Qualified Liquidation Event. A “▇▇▇ Equity Qualified Liquidation Event” shall mean the point in time at which any event occurs (including but not limited to any distribution, dividend, Sale Event or other liquidity event) as a result of which ▇▇▇ Equity has received from the Company or its subsidiaries an aggregate amount of cash and/or Liquid Securities with a value equal to or in excess of 250% of the aggregate amount of capital invested or otherwise contributed by ▇▇▇ Equity to the Company and its subsidiaries with respect to the purchase or acquisition of equity securities. For purposes of determining whether a ▇▇▇ Equity Qualified Liquidation Event shall have occurred, no payments or amounts received by ▇▇▇ Equity from the Company and its subsidiaries which are not directly in respect of equity securities of the Company or its subsidiaries owned by ▇▇▇ Equity (such as management fees, consulting fees or expense reimbursements) shall be included in the calculation. “Liquid Securities” shall mean freely tradable securities of a Company listed on the Nasdaq National Market or the New York Stock Exchange having a public float with a market value in excess of $2,000,000.

Performance Vesting Conditions. No Award Shares shall vest on the Time Vesting Dates set forth in (i) above unless, until, and to the extent that the Company has achieved the Performance Vesting Conditions set forth below: (A) the Company’s Annual Return on Average Assets (“AROAA”) for that calendar year (and/or any prior calendar years, as explained below) was greater than or equal to AROAA of fifty percent (50%) of the Comparator Group (as defined below. For each year in which the Performance Vesting Condition set forth in this subsection (A) is achieved, on the Time Vesting Date stated in Column D of the chart under 2(a)(i) above, the number of Award Shares shown for that year in Column A shall become eligible to vest and the number of Award Shares shown for that year in Column C of the chart under 2(a)(i) above shall vest. By way of clarification, for each calendar year during 2015-2018 in which the Performance Vesting Condition for such year set forth in this subsection (A) is achieved, no shares shall vest on the Time Vesting Date stated in Column D of the chart under 2(a)(i) above for that year, but [10%] Award Shares shall vest on December 31, 2019, for each calendar year if the Grantee continues employment through such date; and/or (B) the Company’s Multi-Year Return on Average Assets (“MROAA”) beginning on January 1, 2015 and ending on the date listed Column D of the chart under 2(a)(i) above must have been greater than or equal to MROAA of fifty percent (50%) of the Comparator Group for the same period. For each year in which the Performance Vesting Condition set forth in this subsection (B) is achieved, on the Time Vesting Date stated in Column D of the chart under 2(a)(i) above, the number of Award Shares shown for that year in Column A shall become eligible to vest and the number of shares shown in Column C of the chart under 2(a)(i) above, minus the number of shares already vested in the current year pursuant to subsection (A) or in prior years, shall vest. By way of clarification, for each calendar year during 2015-2018 in which the Performance Vesting Condition for such year set forth in subsection (A) or (B) is achieved, no shares shall vest on the Time Vesting Date stated in Column D of the chart under 2(a)(i) above for that year, but [10%] Award Shares shall vest on December 31, 2019 for each calendar year if the Grantee continues employment through such date. (C) For purposes of this subsection (ii), the “Comparator Group” shall include all banks listed in the SNL Fi...

Performance Vesting Conditions. Exhibit A to this PSU Agreement sets forth the performance conditions, the performance period over which performance is measured, and the multiplier (if any) that may be used to adjust the Target Number of PSUs upward or downward based on the level of achievement of the performance conditions, determined as of the last day of the performance period.