Unearned Performance Shares Clause Samples

Unearned Performance Shares. An unearned performance share is a “phantom” share of common stock of AXA Equitable Holdings, Inc. (the “Company”). That is, although an unearned performance share is not an actual share of Company common stock, an unearned performance share awards you a right to receive a share of Company common stock at the time of settlement of the award provided that: • the unearned performance share is “earned” as described below and • the earned performance share becomes “vested” as described in the Performance Shares Agreement. The unearned performance shares granted to you on February 14, 2019 consist of two distinct tranches: “▇▇▇ Performance Shares” and “TSR Performance Shares.” ▇▇▇ Performance Shares can be earned depending on the Company’s performance against certain targets for its Non-GAAP Operating ▇▇▇ during the ▇▇▇ Performance Period.

Unearned Performance Shares. An unearned performance share is a “phantom” share of common stock of Equitable Holdings, Inc. (the “Company”). That is, although an unearned performance share is not an actual share of Company common stock, an unearned performance share awards you a right to receive a share of Company common stock at the time of settlement of the award provided that: • the unearned performance share is “earned” as described below and • the earned performance share becomes “vested” as described in the Performance Shares Agreement. The unearned performance shares granted to you on February 14, 2024 consist of two distinct tranches: “EPS Performance Shares” (50% of the granted, unearned performance shares) and “TSR Performance Shares” (50% of the granted, unearned performance shares). EPS Performance Shares can be earned depending on the three-year average of the Company’s annual performance against certain annual targets for its Non-GAAP Common Operating EPS during the EPS Performance Period. Non-GAAP Common Operating EPS is determined by dividing Non-GAAP Operating Earnings (subject to certain adjustments) by Diluted Common Shares Outstanding. Adjustments to Non-GAAP Common Operating EPS may be made by the Committee in accordance with the terms of the Plan and may include, without limitation, adjustments made to the EPS calculation in alignment with the Company’s Short-Term Incentive Compensation Non-GAAP Operating Earnings framework, as well as limitied circumstances where additional adjustments may be advisable as a result of unusual or non-recurring events affecting the Company. The number of EPS Performance Shares that are earned will be determined on a three-year average basis at the end of the Performance Period, by multiplying the number of unearned EPS Performance Shares listed above by the “Final EPS Performance Factor.” The Final EPS Performance Factor will be determined by averaging the “Initial EPS Performance Factor” for each of the three calendar years in the Performance Period. Specifically, the Company will be assigned target, maximum and threshold amounts for Non-GAAP Common Operating EPS for each calendar year in the Performance Period (i.e., 2024, 2025 and 2026), based on the comparative increase in Non-GAAP Common Operating EPS for each such calendar year, over the Non-GAAP Operating EPS for the calendar year immediately preceding each such calendar year (such amount, the “Starting EPS Amount”), that will determine the “Initial EPS Performance Factor” f...

Unearned Performance Shares. An unearned performance share is a “phantom” share of common stock of AXA Equitable Holdings, Inc. (the “Company”). That is, although an unearned performance share is not an actual share of Company common stock, an unearned performance share awards you a right to receive a share of Company common stock at the time of settlement of the award provided that: • the unearned performance share is “earned” as described below and • the earned performance share becomes “vested” as described in the Performance Shares Agreement. The unearned performance shares granted to you on May 17, 2018 consist of two distinct tranches: “▇▇▇ Performance Shares” and “TSR Performance Shares.” ▇▇▇ Performance Shares can be earned depending on the Company’s performance against certain targets for its Non-GAAP Operating ▇▇▇ during the ▇▇▇ Performance Period. Non-GAAP Operating ▇▇▇ is a financial measure used to evalute the Company’s recurrent profitability. It is determined by dividing Non-GAAP Operating Earnings by the consolidated average equity attributable to the Company, excluding accumulated other comprehensive income. Non-GAAP Operating ▇▇▇ and Non-GAAP Operating Earnings are financial measures that are not determined in accordance with US GAAP. They are intended to remove from the Company’s results of operations the impact of certain market changes and other items that can be distortive and unpredictable to provide an enhanced understanding of the underlying profitablity drivers and trends of our business.