Common use of Performance Vesting Conditions Clause in Contracts

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.