Vesting and Settlement of Performance Units Clause Samples

The 'Vesting and Settlement of Performance Units' clause defines the conditions under which performance-based equity awards become earned and are paid out to recipients. Typically, this clause outlines the performance goals that must be met, the timeframes for achieving them, and the schedule on which units vest and are converted into shares or cash. For example, it may specify that units vest only if certain financial targets are reached over a three-year period, and that settlement occurs shortly after vesting. The core function of this clause is to align employee incentives with company performance while providing clear rules for when and how awards are granted and paid.
Vesting and Settlement of Performance Units. Subject to Section 2, Section 6 and Section 8 hereof and Article 13 of the Plan, vesting of earned Performance Units subject to the Award (if any) shall occur upon completion of the Performance Period. The Company will settle Performance Units that have vested, as soon as administratively practicable, but no later than March 15 of the calendar year following the Performance Period, by issuing one Share for each Performance Unit vested.
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Vesting and Settlement of Performance Units. Except as otherwise provided in Sections 4 and 7 of this Agreement, the Performance Units earned pursuant to Section 1(a) shall vest and become non-forfeitable on the date in the year immediately following the last day of the Performance Period (or earlier pursuant to Sections 4(b) and 7 of this Agreement), which date shall be as soon as practicable following the end of the Performance Period, that the Compensation Committee certifies (as detailed in Exhibit A) (i) the level of achievement of the Company’s Relative ROATCE and Relative TBV Accretion and the extent of the TSR Modifier and (ii) that the average of the ratios of Pinnacle Bank’s nonperforming assets to its loans plus other real estate owned as described below as of each of December 31, 2023, December 31, 2024 and December 31, 2025 calculated, for each fiscal year end, using the Company’s audited financial statements for each such fiscal year (the “NPA Ratio”) is equal to or less than ____ (such date, the “PSU Vesting Date”) subject to the Grantee’s continued employment from the date hereof through the last day of the Performance Period. Except in the event of earlier settlement pursuant to Section 4(b) or 7 of this Agreement, on the PSU Vesting Date, or if the PSU Vesting Date is not a business day, on the next business day following the PSU Vesting Date, the Company shall issue, or cause the Company’s stock transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Performance Units earned by the Grantee pursuant to this Agreement (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any) are to be settled in accordance with this Agreement. The date that the shares of Common Stock issuable in settlement of the Performance Units awarded hereunder are issued to the Grantee (including any date earlier than the PSU Vesting Date pursuant to Section 4(b) or Section 7 of this Agreement) is referred to herein as the “Settlement Date”. Until shares of the Company’s Common Stock are issued to the Grantee in settlement of the Performance Units (and any additional Performance Units issued pursuant to Section 3 of this Agreement, if any), the Grantee shall have none of the rights of a stockholder of the Company with respect to such shares of the Company’s Common Stock issuable in settlement of the Perfor...
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Vesting and Settlement of Performance Units 
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Related to Vesting and Settlement of Performance Units

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Grant of Performance Units Capital One hereby grants to you an award of Units with a Target Award, as indicated on the Grant Notice. The maximum payout for this award is 150% of the Target Award plus accrued dividends pursuant to Section 6. The Units shall vest and the underlying shares of common stock of Capital One, $.01 par value per share (such underlying shares, the “Shares”), shall be issuable only in accordance with the provisions of this Agreement and the Plan.

  • Grant of Performance Shares Pursuant to the provisions of (i) the Plan, (ii) the individual Award Agreement governing the grant, and (iii) these Terms and Conditions, the Employee may be entitled to receive Performance Shares. Each Performance Share that becomes payable shall entitle the Employee to receive from the Company one share of the Company's common stock (“Common Stock”) upon the expiration of the Incentive Period, as defined in Section 2, except as provided in Section 13. The actual number of Performance Shares an Employee will receive will be calculated in the manner described in these Terms and Conditions, including Exhibit A, and may be different than the Target Number of Performance Shares set forth in the Award Agreement.

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • Settlement of PSUs The grant pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions, achievement of performance targets and other conditions set forth in of this Agreement, to issue to the Employee for each vested PSU one share of Common Stock and to pay to the Employee in a single lump sum any cash amounts credited on such vested PSU with respect to dividends. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance and lump sum payment shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) (a) in all cases other than those set forth in clause (b), as soon as reasonably practicable following the Vesting Date and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement), and (c) in the case of termination of employment by reason of death or Disability or the Employee’s death after a termination of employment in the circumstances specified in Section 3 of this Agreement, as soon as reasonably practicable following such termination of employment or death. However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s PSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the calendar year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the PSUs will be settled in the form of cash.