Vesting of Performance Share Units Sample Clauses
The Vesting of Performance Share Units clause defines the conditions under which an employee or participant earns the right to receive shares or equivalent value based on meeting specific performance goals. Typically, this clause outlines the performance metrics, measurement periods, and any additional requirements that must be satisfied before the units vest, such as continued employment or achievement of company targets. By clearly specifying when and how performance share units become fully owned by the participant, this clause ensures transparency and aligns employee incentives with organizational objectives.
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Vesting of Performance Share Units. Subject to the requirement that Participant remains in the continuous employ of the Company or a Subsidiary through December 31, 2025, in a position of equivalent or greater responsibility as on the Grant Date (provided, however, that the Committee or its permitted designee may waive, at any time on or after the Grant Date, the requirement that Participant’s employment position be one of equivalent or greater responsibility as on the Grant Date), the Performance Share Units shall vest (i.e., shall no longer be subject to a “substantial risk of forfeiture” under Section 409A) as follows:
(1) of the standard Performance Share Units (representing 50% of such Performance Share Units) shall vest on December 31, 2025, and be paid out, pursuant to Section 4 below, at 100%, if the Committee, in its discretion, determines that the 3-year CAGR for the Company’s 3 fiscal years of 2023, 2024 and 2025 falls within the target performance range of 7% to 7.9%. Furthermore, as set forth on the attached Schedule A, if the Committee, in its discretion, determines that the 3-year CAGR for the Company’s 3 fiscal years of 2023, 2024 and 2025 falls above or below, as the case may be, the target performance range of 7% to 7.9%, then in accordance with such Schedule A, such __________ of Performance Share Units may be payable at up to 200%, or may be payable at less than 100% (or not at all), depending on the applicable 3-year CAGR achieved.
(2) of the standard Performance Share Units (representing 50% of such Performance Share Units) shall vest on December 31, 2025, and be paid out, pursuant to Section 4 below, at 100%, if the Committee, in its discretion, determines that the 3-year average Adjusted EBITDA margin for the Company’s 3 fiscal years of 2023, 2024 and 2025 falls within the target performance range of 21% to 21.9%. Furthermore, as set forth on the attached Schedule B, if the Committee, in its discretion, determines that the 3-year average Adjusted EBITDA margin for the Company’s 3 fiscal years of 2023, 2024 and 2025 falls above or below, as the case may be, the target performance range of 21% to 21.9%, then in accordance with such Schedule B, such __________ of Performance Share Units may be payable at up to 200%, or may be payable at less than 100% (or not at all), depending on the applicable 3-year average Adjusted EBITDA margin achieved.
(3) In addition to any of the standard __________ Performance Share Units awarded pursuant to this Agreement that vest and are...
Vesting of Performance Share Units. The period of time between January 1, 2018 and December 31, 2020 is the “Performance Period.” The Performance Share Units will vest as follows:
(a) On the first Friday following the meeting of the Compensation Committee of the Board of Directors of the Company (the “Committee”) in January 2021, or as soon thereafter as reasonably practicable (such date, the “Vesting Date”), a number of Performance Share Units will vest based on the extent to which the Company has satisfied the performance conditions set forth on Attachment I, provided that Employee is continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date and has not experienced a Termination of Employment (as defined in Section 13(x) below) as of such date. Except as provided in Sections 2(b) and 2(c) below, if there is any Termination of Employment during the period from and between the Grant Date until and including the Vesting Date, Employee will immediately and automatically forfeit all Performance Share Units. Any questions as to whether and when there has been a Termination of Employment, and the cause of such termination, will be resolved by the Committee, and its determination will be final.
(b) If Employee’s Termination of Employment occurs due to Retirement (as defined in Section 13(q) below) or Special Retirement (as defined in Section 13(t) below), the Performance Share Units will vest in accordance with Section 2(a) above as if Employee had remained continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date.
(c) If Employee’s Termination of Employment occurs due to Disability (as defined in Section 13(i) below) or death, then immediately on the occurrence of such Termination of Employment, the target number of Performance Share Units will be earned and vest. The delivery of the shares of Common Stock underlying vested Performance Share Units will be delivered as stated in Section 3 below. However, in the event of death, the Company shall only issue the underlying shares to the employee’s heirs, provided they request the shares within six months following the death of the employee.
(d) If Employee ceases to be employed in a position eligible to receive Performance Share Units (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) the Performance Share Units will vest in accordance with Section 2(a) above, provided that Employee (x) remains continuously ...
Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“the Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below:
(a) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 2012; or
(b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or
(c) Provided the Participant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to December 31, 2012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2012; or
(d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units:
(i) If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or
(ii) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company d...
Vesting of Performance Share Units. (a) Provided that Grantee’s continuous employment by the Company, including Subsidiaries, has not terminated, or as otherwise provided in Sections 2(b) or 2(c), Performance Share units subject to this Award shall become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, of the achievement of the Performance Goal, which is the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the peer group of companies listed on Exhibit A to this Agreement (the “Peer Group”), for the period beginning January 1, 2015 and ending December 31, 2017 (“Performance Period”), at, or above, the 30th percentile, in accordance with the applicable vesting percentage specified for such percentile ranking in the following schedule: Percentile Ranking Vesting Percentage Lower than 30th 0% 30th 50% * * 50th 100% * * 80th or higher 200% *When such determination is of a percentile ranking between those specified, such results will be interpolated on a straight-line basis to determine the applicable vesting percentage. All Performance Share units that do not become vested upon the written certification by the Committee, or its delegatee, in its sole discretion, or as otherwise provided in Sections 2(b) or 2(c), shall be forfeited. For the purposes of this Agreement, TSR shall be calculated using the formula Percent TSR = ((B*(1 + C) / A) -1), where the values of A, B and C are as follows: A = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2014; B = average closing price of one (1) share on the NYSE on the twenty (20) consecutive trading days ending on December 31, 2017; and C = based on one (1) share purchased at the beginning of the Performance Period and the number of additional shares acquired through the reinvestment of dividends paid during the Performance Period. 2015 Performance Award Agreement - Stock 2 In addition, when calculating TSR for the Performance Period, (i) the performance of a company in the Peer Group will not be used in calculating the Peer Group’s TSR if the company is not publicly traded (i.e., has no ticker symbol) at the end of the Performance Period; (ii) the performance of any company in the Peer Group that becomes bankrupt during the Performance Period will be included in the calculation of peer group performance even if it has no ticker symbol at the end of the Performance Period; (iii) the performance of the surviving entity(s) w...
Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall become vested as follows:
(a) On January 17, 2016 (the “Vesting Date”), a number of Performance Share Units shall vest based on the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date.
(b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095.
(c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in a...
Vesting of Performance Share Units. Subject to the provisions of this Agreement, zero to [maximum percentage] of the Performance Share Units vest when the Administrator certifies the payout level (“Payout Level”) as a result of achievement of specific performance criteria (the “Performance Goals”) for a performance period (“Performance Period”) set forth in the Statement of Performance Goals provided to the Awardee with respect to the Award and approved by the Committee (the “Statement of Performance Goals”).
Vesting of Performance Share Units. Subject to the provisions of Section 7 below, the Performance Share Units granted hereunder and your right to receive Shares in settlement thereof shall vest (i) on the Scheduled Vesting Date specified in Appendix A, but only if and to the extent that the Performance Share Units have been determined by the Committee to have been earned in accordance with Section 4 hereof during the Performance Period specified in Appendix A (the “Performance Period”), and your status as an Employee has been continuous since the Date of Grant, or (ii) at such earlier time and to the extent specified in Section 6 (the Scheduled Vesting Date or such earlier vesting date being referred to as the “Vesting Date”). Any outstanding Performance Share Units granted under this Agreement that do not vest on the applicable Vesting Date shall be forfeited.
Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture shall lapse as to 100% of the Performance Share Units and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company [VESTING SCHEDULE] (the “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to the Vest Date, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement.
(b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service.
Vesting of Performance Share Units. Subject to provisions set forth in Section 8 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of Ameren, Section 9 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 10 of this Agreement relating to Participant’s obligations, the Performance Share Units will vest as set forth below:
(a) Provided the Participant has continued employment with Ameren or any Affiliate or Subsidiary (the “Company”) through such date, one hundred percent (100%) of the calculated Performance Share Units will vest on the payment date; or
Vesting of Performance Share Units. The Performance Share Units are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 4. Subject to the provisions of Section 6, the risk of forfeiture will lapse on all Performance Share Units, and all Performance Share Units shall thereupon become vested, upon the completion of the Performance Period.