Vesting; Performance Goals Clause Samples
The "Vesting; Performance Goals" clause defines how and when certain benefits, such as equity awards or bonuses, become fully owned by an employee, typically based on the achievement of specific performance targets. In practice, this clause outlines the schedule or milestones that must be met for vesting to occur, such as reaching sales quotas, completing projects, or remaining employed for a set period. Its core function is to incentivize employees to meet organizational objectives while protecting the company from granting unearned benefits if performance goals are not achieved.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of PSUs that vest and the actual number of shares of Common Stock, if any, to be issued to the Participant hereunder (not including shares of Common Stock that may be issued pursuant to Section 3 below with respect to DERs) shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of PSUs equal to the product of (x) the Target Number of PSUs multiplied by (y) the applicable Performance Multiplier.
(ii) Any PSUs that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. DERs shall be subject to the same vesting and forfeiture restrictions as the PSUs to which they are attributable. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason in a manner that constitutes a “separation from service” with the Company pursuant to the regulations under Section 409A of the Code.
Vesting; Performance Goals. The Performance Shares will vest in the manner provided in Exhibit I to this Agreement based on the attainment of the performance goals relating to operating cash flow established by the Management Resources Committee of the Board of Directors (the “Committee”) pursuant to such Exhibit and the terms of the Plan (the “Performance Goals”).
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of LTIP Units that vest shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through December 31, 2020, the Participant shall be eligible to vest in a number of LTIP Units equal to the product of (x) one-third (1/3) multiplied by (y) the Target Number of LTIP Units multiplied by (z) the applicable TSR Multiplier (as described below) achieved during the period commencing at the beginning of the Performance Period through and including December 31, 2020 (the “First Year Period”). The number of LTIP Units that vest during the First Year Period in accordance with the foregoing (if any) are referred to as the “First Year Vested LTIP Units.”
(ii) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of LTIP Units equal to (A) the product of (x) the Target Number of LTIP Units multiplied by (y) the applicable TSR Multiplier, less (B) the number of First Year Vested LTIP Units, if any. For the avoidance of doubt, if the foregoing calculation would otherwise result in a number that is less than zero (0), then such result shall be deemed to be zero (0), and the Participant shall not be deemed to forfeit any of the First Year Vested LTIP Units (or any distributions received in respect thereof).
(iii) Any LTIP Units that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason.
Vesting; Performance Goals. The number of LTIP Units that vest shall be calculated as set forth in Exhibit A hereto.
Vesting; Performance Goals. Except as otherwise set forth in Section 3 of this Exhibit A, the number of LTIP Units that vest shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of LTIP Units equal to the product of (x) the Target Number of LTIP Units multiplied by (y) the applicable Performance Multiplier.
(ii) Any LTIP Units that fail to vest upon the completion of the Performance Period (or in accordance with Section 3 of this Exhibit A) or upon any Termination of Service shall be automatically forfeited for no consideration.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, the number of LTIP Units that vest shall be calculated as follows:
(i) Subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period or Shortened Performance Period, as applicable, the Participant shall be eligible to vest in a number of LTIP Units equal to the product of (x) the Target Number of LTIP Units multiplied by (y) the applicable Performance Multiplier.
(ii) Any LTIP Units that fail to vest upon the completion of the Performance Period (or in accordance with Section 5) shall be automatically forfeited for no consideration. For the purposes of this Award Agreement, “Termination of Service” shall mean the Participant’s termination of service or employment with the Company for any reason in a manner that constitutes a “separation from service” with the Company pursuant to the regulations under Section 409A of the Code.
Vesting; Performance Goals. Except as otherwise set forth in Section 5 below, and subject to the Participant not experiencing a Termination of Service through the last day of the Performance Period, the number of PSUs that vest and the actual number of shares of Common Stock, if any, to be issued to the Participant hereunder (not including shares of Common Stock that may be issued pursuant to Section 3 below with respect to DERs) shall be equal to the sum of (i) the Target Number of Relative TSR PSUs multiplied by the applicable Relative TSR Multiplier (as described below), with straight line interpolation between the Relative TSR Multipliers set forth below for achievement of any Company percentile ranking between the values set forth below and (ii) the Target Number of Absolute TSR PSUs multiplied by the applicable Absolute TSR Multiplier (as described below), with
Vesting; Performance Goals. Subject to the Participant’s continued employment or continued service relationship with the Company, Advisor and/or their respective Affiliates through the last day of the Performance Period, the number of LTIP Units that vest shall be equal to the sum of (i) the Target Number of Relative TSR LTIP Units multiplied by the applicable Relative TSR Multiplier (as described below), with straight line interpolation between the Relative TSR Multipliers set forth below for achievement of any Company percentile ranking between the values set forth below and (ii) the Target Number of Absolute TSR LTIP Units multiplied by the applicable Absolute TSR Multiplier (as described below), with straight line interpolation between the Absolute TSR Multipliers set forth below for achievement of any annualized Company TSR between the values set forth below. In no event may more than the Total Number of LTIP Units set forth above vest hereunder. All LTIP Units (and accumulated distributions with respect thereto) that fail to vest in accordance with this Section 2 shall be forfeited by the Participant for no consideration immediately following the Committee’s certification of the relevant TSR Multiplier.
Vesting; Performance Goals. Except as otherwise provided in this Agreement, this Award shall vest and the number of Shares payable in settlement of this Award shall be determined by reference to the Performance Goals achieved during the Performance Period in accordance with the table set forth in Exhibit A to this Agreement and may range from 0% to 200% of the Participant’s Target Potential Payout as forth above. The Performance Goals to be achieved over the Performance Period and their respective weightings, if any, and their respective Threshold, Target, Stretch and Maximum levels of performance, are described in the table set forth in Exhibit A to this Agreement.
Vesting; Performance Goals. (a) The Performance Share Plan Units shall vest upon the achievement of the performance goals described in this Section 3, which are measured at the end of the three-year period commencing January 1, 2007 and ending December 31, 2009 ("Performance Period"), provided that Recipient has been an active full-time employee of the Company, a Subsidiary, or an Affiliate at all times during the period from the date of this Agreement through the end of the Performance Period.
(b) The number of Performance Share Plan Units that shall vest shall be equal to fifty percent (50%) of the total number of Performance Share Plan Units granted to Recipient under this Agreement multiplied by (a) the percentage corresponding to the Company's actual level of achievement of Revenue Growth goals shown in Table 1 of Appendix A, which product shall be further multiplied by (b) the percentage corresponding to the Company's actual level of Profitability shown in Table 2 of Appendix A. The Committee shall have the authority to exercise "negative discretion" (as such term is used in Treasury Regulation section 1.162-27(e)(2)(iii)) in its sole discretion to reduce the level of achievement of such goals to take into account the effects of acquisitions or dispositions completed during the Performance Period. The definitions of "Revenue Growth" and "Profitability" are set forth on Appendix B attached hereto. The vesting percentages applicable to actual levels of achievement of Revenue Growth between the levels specified in Table 1 of Appendix A shall be determined by interpolation.
(c) The achievement of the Revenue Growth and Profitability goals will be certified by the Committee within 75 days after the end of the Performance Period.
(d) As soon as practicable after Committee certification, shares of Common Stock will be issued to Recipient, subject to satisfaction of tax withholding obligations and compliance with securities laws and other applicable laws. Any fractional Performance Share Unit that vests shall be settled in cash and shall not be converted into a fractional share of Common Stock. The determination of the Committee regarding the extent to which the Revenue Growth and Profitability goals have been achieved shall be based on the audited financial statements of the Company.
(e) Notwithstanding the foregoing provisions of this Section 3, in the case of Recipient's death, termination of Recipient's employment with the Company, a Subsidiary or an Affiliate as a result of a Disa...