Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.
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.
Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.
Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.
Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.