Performance-Based Vesting definition

Performance-Based Vesting. If the Per Share Actual Value as of the Vesting Event does not exceed the Per Share Floor Value, no portion of the Options shall become vested. If the Per Share Actual Value at the date of the Vesting Event exceeds the Per Share Floor Value, 100% of the Options which are then outstanding shall become vested as of the Vesting Event. In the event that any portion of the Options does not become vested pursuant to this Section 2 upon the first occurrence of a Vesting Event following the Grant Date, such portion of such Options shall not become vested as a result of any subsequent Vesting Event, and shall automatically be canceled without payment therefor. At or prior to the Vesting Event, the Committee shall make any and all adjustments it deems equitably necessary or appropriate with respect to interim sales of or distributions in respect of the Shares prior to such Vesting Event and any Shares retained after such Vesting Event. Notwithstanding the definition of “Change in Control” in the Plan, a Vesting Event shall not include the direct or indirect acquisition of equity securities or assets of the Company or a Subsidiary by a person or group in exchange for or otherwise in consideration of loans or debt securities of the Company or any Subsidiary held by such person or group. For the avoidance of doubt, any investment by the Kelso En▇▇▇▇▇s 1000757953v1 and their affiliates in debt securities issued by the Company or any of its Subsidiaries, and any interest thereon, shall be excluded from the calculation of Per Share Actual Value.
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Performance-Based Vesting upon the Committee’s determination and certification that the targets and Performance Goals listed on Exhibit A have been attained. If the targets and Performance Goal(s) listed on Exhibit A are not satisfied in accordance with this Section 3(c), the Restricted Stock awarded under this Agreement shall be forfeited. Notwithstanding anything herein to the contrary, the Participant must be employed by the Company or a Subsidiary at the time the targets and Performance Goal(s) are satisfied as specified on Exhibit A. The Participant acknowledges and agrees that the Performance Goal(s) provided on Exhibit A are confidential and shall not be disclosed or otherwise communicated to any other person.
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Examples of Performance-Based Vesting in a sentence

  • Subject to Sections 3 and 4, the Performance-Based RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based RSU Shares shall be determined based on the performance of certain metrics during the Performance Period (as determined by the Committee) in accordance with the formula set forth on Attachment B.

  • The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted under this Award, minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant.

  • Any remaining unvested portion of the Option (whether with respect to the Time-Based Vesting Portion or Performance-Based Vesting Portion) shall be cancelled immediately (subject to Section 2(b)(iii) and Section 2(c)(iii)) and the Grantee shall immediately forfeit any rights to the Option Shares subject to such unvested portion.

  • Termination after Long-Term Service Notwithstanding the foregoing vesting schedule, if you incur a termination of Service by the Company other than for “Cause” (as defined in the Employment Agreement), at any time after (i) the Performance-Based Vesting Condition has been satisfied, and (ii) you have provided fifteen (15) years of Service to the Company, you shall be one hundred percent (100%) vested in the Restricted Stock as of the date of such termination of Service.

  • The Company shall deliver any Earned Performance-Based RSU Shares to the Participant as soon as practicable following the Performance-Based Vesting Date but in no event later than March 15, 2015.

  • For the avoidance of doubt, any installment of the Performance-Based Vesting Portion for Measurement Years prior to the Measurement Year in which the Change in Control occurs which did not vest and become exercisable in accordance with Section 2(b)(ii) because the applicable performance-based vesting conditions were not met, shall be forfeited and shall no longer remain outstanding, subject to subsection (iii) below.

  • The Synergy Equity Grant shall be settled within 30 days of the date each Time-Based Vesting Condition provided the Performance-Based Vesting Condition has been satisfied (e.g., if the grant date is July 1, 2021, and the 50% target is hit on May 1, 2022, then 25% of the award shall vest on July 1, 2022; then, if the 100% target is hit on September 1, 2022, an additional 50% shall vest on July 1, 2023, and the final 25% shall vest on July 1, 2024).

  • The Performance Shares are subject to both the Performance-Based Vesting Requirements and Time-Based Vesting Requirements set forth below.

  • Except as otherwise provided, herein, in the event that neither Performance-Based Vesting Condition is satisfied by the third (3rd) anniversary of the Effective Date, then the Synergy Equity Grant shall be forfeited.

  • The Transfer Restrictions shall lapse for each Earned Performance Share upon ▇▇▇▇▇▇▇’s satisfaction of both the Performance-Based Vesting Schedule and the Time-Based Vesting Schedule applicable to such Earned Performance Share.

Related to Performance-Based Vesting

  • Performance-Based Award means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

  • Performance-Based Awards means the Performance Share Awards and Restricted Stock Awards granted to selected Covered Employees pursuant to Articles 9 and 10, but which are subject to the terms and conditions set forth in Article 11. All Performance-Based Awards are intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

  • Performance-Based Cash Award means a right granted to a Participant under Article 9 to a cash award to be paid upon achievement of such performance goals as the Committee establishes with regard to such Award.

  • Qualified Performance-Based Award means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

  • Performance-Based Restricted Stock means Shares issued or transferred to an Eligible Individual under Section 9.2.