Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).
Payment of Grant 4.1. Subject to the remainder of this paragraph 4 the Authority shall pay the Grant Recipient an amount not exceeding the total sum set out in the Grant Offer Letter. The Authority shall pay the Grant in pound sterling (GBP). 4.2. The Grant Recipient must complete and sign the Claim Form in order to receive Grant funding payments. 4.3. The signatory must be the Grant Recipient or someone with proper delegated authority on behalf of the Grant Recipient. Any change of bank details must be notified immediately and agreed by an approved signatory. Any change of signatory must be notified to the Authority for approval, as soon as known. 4.4. The Grant represents the Maximum Sum the Authority will pay to the Grant Recipient under the Funding Agreement. The Maximum Sum will not be increased in the event of any overspend by the Grant Recipient in its delivery of the Funded Activities. 4.5. The Authority will only pay the Grant to the Grant Recipient in respect of Eligible Expenditure incurred by the Grant Recipient to deliver the Funded Activities, and only up to and including the maximum sum requested in the Grant Offer Letter. The Authority will not pay the Grant until it is satisfied that the Grant Recipient has paid for the Funded Activities in full and the Funded Activities have been delivered during the Funding Period. 4.6. On request, the Grant Recipient will provide the Authority with evidence of the costs, which are classified as Eligible Expenditure in paragraph 5.2, which may include (but will not be limited to) receipts and invoices or any other documentary evidence specified by the Authority. 4.7. The Grant Recipient agrees that: 4.7.1. it will not apply for, or obtain, Duplicate Funding in respect of any part of the Funded Activities which have been paid for in full using the Grant; 4.7.2. the Authority may refer the Grant Recipient to the police should it dishonestly and intentionally obtain Duplicate Funding for the Funded Activities; 4.7.3. The Authority will not make the first payment of the Grant and/or any subsequent payments of the Grant unless or until, the Authority is satisfied that: (i) the Grant will be used for Eligible Expenditure only; and (ii) if applicable, any previous Grant payments have been used for the Funded Activities or, where there are Unspent Monies, have been repaid to the Authority. 4.8. The Grant Recipient shall submit by Grant Claim for Capital Payments (Standard Cost Items, Actual Cost Items and Additional Contributions) within three months of the End of Capital Funding Date, with a completed Claim Form and the supporting documentation as prescribed by the Authority in the EWCO Grant Manual. Where relevant, the Grant Recipient shall claim for the first five years of annual Maintenance Payments with the final Grant Claim for Capital Payments. The Grant Recipient shall claim for the second five years of annual Maintenance Payments six
Grant Award On and subject to the terms and conditions set forth herein, Triumph hereby agrees to make a grant (the “Grant”) to Grantee in the aggregate maximum amount of up to Two Hundred Thousand and 00/100 Dollars ($200,000.00) (the “Maximum Grant Amount”) to provide partial funding for the Project.
Forfeiture of Award 4.1 If the Award Recipient engages in grossly negligent conduct or intentional misconduct that either (i) requires the Company’s financial statements to be restated at any time beginning on the Date of Grant and ending on the third anniversary of the end of the final vesting date set forth in Section 1 or (ii) results in an increase of the value of the RSUs upon vesting, then the Committee, after considering the costs and benefits to the Company of doing so, may seek recovery for the benefit of the Company of the difference between the shares of Common Stock received upon vesting during the three-year period following such conduct and the shares of Common Stock that would have been received based on the restated financial statements or absent the increase described in part (ii) above (the “Excess Shares”). All determinations regarding the amount of the Excess Shares shall be made solely by the Committee in good faith. 4.2 The RSUs granted hereunder are also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any resulting rules issued by the SEC or national securities exchanges thereunder. 4.3 If the Committee determines that the Award Recipient owes any amount to the Company under Sections 4.1 or 4.2 above, the Award Recipient shall return to the Company the Excess Shares (or the shares recoverable under Section 4.2) acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such shares. The Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount owed from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
Vesting of PSUs The restrictions and conditions of Section 1 of the Agreement shall lapse, and the applicable number of PSUs shall vest or be terminated, upon the "Vesting Date,” defined herein as [ ]. Any such PSUs that vest on such date shall be settled in accordance with Section 4 of the Agreement. The vesting criteria is as follows: (a) First, a percentage of the PSUs granted hereunder shall contingently vest upon the Vesting Date, subject to subsections (b) and (c) below, upon the Company’s achievement of the Absolute Growth in Tangible Book Value as measured during the Measurement Period: For purposes herein, if, during the Measurement Period, the Company’s Absolute Growth in Tangible Book Value is: (1) less than $[ ], no PSUs shall vest; (2) equal to or greater than $[ ] but less than $[ ], the percentage of PSUs that shall contingently vest will be determined using linear interpolation between the closest respective targets set forth above; and (3) equal to or greater than $[ ], a maximum of [ ]% of the PSUs shall contingently vest. (b) Second, any PSUs that are deemed contingently vested in accordance with sub-clause (a) above shall be deemed vested PSUs (or else be forfeited) based on the Company’s TSR Percentile Rank during the Measurement Period and the applicable Performance Multiplier set forth below: TSR Percentile Rank 25th Percentile 50th Percentile 75th Percentile For purposes herein, if, during the Measurement Period, the TSR Percentile Rank is between the 25th Percentile and the 75th Percentile, the Performance Multiplier will be determined using linear interpolation between the targets set forth above, it being understood that [ ] will be the maximum Performance Multiplier possible. Notwithstanding the foregoing, if the Company’s Absolute TSR during the Measurement Period is negative, the Performance Multiplier shall be the lesser of (x) the Performance Multiplier achieved in accordance with the table above and (y) [ ]. (c) Third, notwithstanding anything herein to the contrary, if the Company’s Total Risk Weighted Capital Ratio falls below [ ]% at any point during the Measurement Period, [ ]% of the PSUs shall immediately be forfeited in their entirety. (d) By way of example, if, during the relevant Measurement Period, the Company’s: (1) Absolute Growth in Tangible Book Value is $[ ], (2) TSR Percentile Rank falls within the 25th Percentile, and (3) Total Risk Weighted Capital Ratio is [ ]%, [ ]% of the PSUs would vest as follows: i. Under sub-clause (a), using linear interpolation between the [ ]% and [ ]% range set forth in sub-clause (a), [ ]% of the PSUs would contingently vest: [ ] = ($[ ]- $[ ]) ([ ]- [ ]) + [ ] ($[ ]- $[ ]) ii. Under sub-clause (b), using a Performance Multiplier of [ ], [ ]% of the contingently vested PSUs under sub-clause (a) would vest, resulting in an overall vest of [ ]% of the PSUs (with the remaining [ ]% of PSUs forfeited): X = Performance Multiplier x Percentage of Contingently Vested PSUs [ ]= [ ]x [ ] iii. Under sub-clause (c), with a Company Total Risk Weighted Capital Ratio below [ ]%, [ ]% of the PSUs would vest. (e) All determinations regarding the foregoing, including whether any PSUs have become Vested PSUs shall be at the sole and exclusive discretion of the Company, which determination shall be binding, conclusive and final. The number of PSUs that become Vested PSUs shall be rounded down to the nearest whole share of Stock.