Performance Vesting Shares Clause Samples
The Performance Vesting Shares clause defines the conditions under which shares are granted to an individual or entity based on the achievement of specific performance targets. Typically, this means that shares will only vest, or become fully owned, if certain milestones—such as revenue goals, project completions, or other measurable objectives—are met within a set timeframe. This clause ensures that equity incentives are directly tied to performance, motivating recipients to meet or exceed agreed-upon goals and protecting the company from granting shares without corresponding results.
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Performance Vesting Shares. If the Date of Termination does not occur during the Performance Period with respect to the Performance Vesting Shares, then, at the end of the Performance Period for such shares, the Participant shall become vested in those Performance Vesting Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement, but only to the extent expressly provided by this paragraph 6. Except as otherwise provided in this paragraph 6, if the Date of Termination occurs at or prior to the end of the Performance Period, the Performance Vesting Shares shall be forfeited. With respect to all Performance Vesting Shares, the “Performance Period” shall begin on the Grant Date and shall end on March 31, 2009.
Performance Vesting Shares. (i) Except as otherwise provided in Sections 2(b)(ii) and 2(b)(iii) below, 25% of the shares of Executive Stock purchased hereunder (the "Performance Vesting Shares") shall vest on the seventh anniversary of the Start Date, if as of such date Executive is still employed by the Company or any Subsidiary, provided that if at the end of any of the first five fiscal years of the Company following the date hereof, both the Company's EBITDA and EBITDA Percentage equal or exceed 90% of the Company's Projected EBITDA and Projected EBITDA Percentage, as determined in good faith by the Board, respectively, for such fiscal years, then 20% of the Performance Vesting Shares shall vest as of the end of each fiscal year in which such requirement is satisfied. In the event the Company does not satisfy the requirement for 20% of the Performance Vesting Shares to vest as of the end of any fiscal year, IF (i) the sum of the Company's EBITDA for the fiscal year in which such requirement is not met and the immediately succeeding fiscal year equals or exceeds 90% of the sum of the Company's Projected EBITDA for such two fiscal years, and (ii) the average of the Company's EBITDA Percentages for such two years equals or exceeds 90% of the average of the Company's Projected EBITDA Percentages for such two fiscal years, THEN 40% of the Performance Vesting Shares shall vest as of the end of the second of such two fiscal years.
(ii) Except as set forth in Section 2(b)(iii) below, in the event Executive ceases to be employed by the Company for any reason, then any Performance Vesting Shares which have not become vested on or prior to such date shall not vest after such date. Upon the occurrence of a Sale of the Company while the Executive is still employed by the Company or its Subsidiaries, all Performance Vesting Shares which have not yet become vested shall become vested at the time of such event.
(iii) In the event the Company terminates Executive (other than for Cause) or in the event of Executive's death or disability (as reasonably determined by the Board or CEO) prior to the fifth anniversary of the date of the Closing and the Additional Benefits Requirements (as defined below) are satisfied as determined in good faith by the Board, the Performance Vesting Shares shall continue to vest after Executive's termination, death or disability as applicable in accordance with the provisions of Section 2(b)(i) as if Executive were still employed by the Company.
Performance Vesting Shares. The remaining 50% of unvested Sponsor Shares owned by Sponsor (and its Affiliates and Permitted Transferees) at Closing will be subject to the following vesting thresholds:
(i) 10% of the unvested Sponsor Shares owned by Sponsor (or its Affiliates and Permitted Transferees (as such term is defined in the Amended and Restated Registration Rights Agreement, dated as of the Closing Date, by and between the Company, Sponsor and the other parties thereto)) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event I (the “$12 Sponsor Shares”). If Triggering Event I does not occur on or prior to the tenth anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(i) shall not vest, and shall be forfeited as provided in Section 4(c)(vi).
(ii) 10% of the unvested Sponsor Shares owned by Sponsor (or its Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event II (the “$13 Sponsor Shares”). If Triggering Event II does not occur on or prior to the tenth anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(ii) shall not vest, and shall be forfeited as provided in Section 4(c)(vi).
(iii) 10% of the unvested Sponsor Shares owned by Sponsor (or its Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event III (the “$14 Sponsor Shares”). If Triggering Event III does not occur on or prior to the tenth anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(iii) shall not vest, and shall be forfeited as provided in Section 4(c)(vi).
(iv) 10% of the unvested Sponsor Shares owned by Sponsor (or its Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event IV (the “$15 Sponsor Shares”). If Triggering Event IV does not occur on or prior to the tenth anniversary of the Closing Date, the Sponsor Shares that were eligible to vest pursuant to this Section 4(c)(iv) shall not vest, and shall be forfeited as provided in Section 4(c)(vi).
(v) 10% of the unvested Sponsor Shares owned by Sponsor (or its Affiliates and Permitted Transferees) shall vest (and shall not be subject to forfeiture) upon the occurrence of Triggering Event V (the “$16 Sponsor Shares”). If Triggering Event V does...
Performance Vesting Shares. A. 25% of the unvested Holdings Shares Beneficially Owned by each Founder (or Affiliate thereof) as of the Closing shall vest at such time as a $15.25 Stock Price Level is achieved on or before the date that is 42 months after the Closing Date; provided, however, that none of such Holdings Shares shall vest prior to the first anniversary of the Closing Date, not more than 1/3 of such Holdings Shares shall vest prior to the second anniversary of the Closing Date and not more than 2/3 of such Holdings Shares shall vest prior to the third anniversary of the Closing Date. If a $15.25 Stock Price Level is not achieved on or before the date that is 42 months after the Closing Date, then the Holdings Shares that are eligible to vest pursuant to this paragraph 7(d)(1)(II)(A) shall vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $17.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Holdings Shares that were eligible to vest pursuant to this paragraph 7(d)(1)(II)(A) shall not vest and shall be forfeited as provided in paragraph 7(d)(4).
B. 25% of the unvested Holdings Shares Beneficially Owned by each Founder (or Affiliate thereof) as of the Closing shall vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date; provided, however, that none of such Holdings Shares shall vest prior to the first anniversary of the Closing Date, not more than 1/3 of such Holdings Shares shall vest prior to the second anniversary of the Closing Date and not more than 2/3 of such Holdings Shares shall vest prior to the third anniversary of the Closing Date. For the avoidance of doubt, if a $17.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Holdings Shares that were eligible to vest pursuant to this paragraph 7(d)(1)(II)(B) shall not vest and shall be forfeited as provided in paragraph 7(d)(4).
Performance Vesting Shares. Three hundred fifty-thousand Shares shall vest in separate tranches upon the achievement of Adjusted EBITDA (as defined below) in excess of the 2005 EBITDA of $42.1 million as follows. GAAP Adjusted EBITDA Goals # of Shares Vesting $48.4 million 100,000 $55.7 million 75,000 $64.0 million 75,000 $73.6 million 50,000 $84.6 million 50,000
Performance Vesting Shares. A. 25% of the unvested Founder Shares Beneficially Owned by each Sponsor (or Affiliate thereof) as of the Closing shall vest at such time as a $12.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $12.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this paragraph 4(c)(1)(II)(A) shall not vest and shall be forfeited as provided in paragraph 4(c)(3).
B. 25% of the unvested Founder Shares Beneficially Owned by each Sponsor (or Affiliate thereof) as of the Closing shall vest at such time as a $15.00 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $15.00 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this paragraph 4(c)(1)(II)(B) shall not vest and shall be forfeited as provided in paragraph 4(c)(3).
Performance Vesting Shares. [1/3 of the Restricted Stock Grant] shares of the Restricted Stock are Performance Vesting Shares. The Performance Vesting Shares shall vest based on achievement of the various performance goals for the performance periods provided in Appendix A hereto and provided the Executive has remained in Continuous Service through the February 15th following the end of performance period during which the performance goal is achieved.
Performance Vesting Shares. Except as otherwise provided in e(iii) below, fifty percent (50%) of the Executive Shares shall vest on the fifth anniversary of the Closing so long as the Executive has remained continuously employed by the Company or its Subsidiaries as of such date (the "Performance-Vesting Shares"), provided that vesting will accelerate with respect to twenty-five percent of Executive's Performance-Vesting Shares on each of the vesting dates set forth in e(i) above if the Company has achieved the performance target set by the Board of Directors for the then most recently completed fiscal year of the Company (it being agreed that the Executive's performance target for the fiscal year ending December 31, 2000 is the Company's achievement of EBITDA in the amount of $112,100,000). Notwithstanding the foregoing, all of the Executive's Performance-Vesting Shares which have not yet become vested shall vest on the fifth anniversary of the Closing.
Performance Vesting Shares. 25% of the Founder Shares Beneficially Owned by the Sponsor as of the Closing shall vest at such time as a $12.50 Stock Price Level is achieved on or before the fifth anniversary of the Closing Date. For the avoidance of doubt, if a $12.50 Stock Price Level is not achieved on or prior to the fifth anniversary of the Closing Date, the Founder Shares that were eligible to vest pursuant to this paragraph 4(a)(ii) shall not vest and shall be forfeited as provided in paragraph 4(b).
Performance Vesting Shares. [X Shares] of the Restricted Stock (“Performance Vesting Shares”) shall vest based on the following: