Grant of Performance Share Units Clause Example with 4 Variations from Business Contracts

Grant of Performance Share Units. Subject to the restrictions, terms and conditions set forth herein and in the Company's Omnibus Equity Incentive Plan (the "Plan"), the Company hereby grants to the Participant performance share units (the "Performance Share Units", or the "Award"). The provisions of the Plan are incorporated herein by reference, and all capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of any inconsistency between the provisions of the Plan and thi...s Agreement, the provisions of this Agreement shall govern and control. The Performance Share Units will be payable, if at all, either solely in cash, in Common Stock or a combination of cash and Common Stock, such type of payment to be determined in the sole discretion common stock of the Administrator, Company ("Stock") (other than the settlement in cash of any fractional share values), based upon the achievement by the Company of the Performance Goals as described on Exhibit A, over a three (3) year period commencing January 1, 2019 2016 and ending on the earlier of (x) December 31, 2021 and (y) the date of the Participant's termination of employment with the Company or any of its Subsidiaries 2018 (the "Performance Period"). For purposes The date on which the Performance Period ends either (i) on account of this Agreement, the "Maturity Date" shall mean (i) December 31, 2021 if end of the Participant remains employed with the Company or any of its Subsidiaries on such date Performance Period or, if earlier, (ii) the date of due to the Participant's termination of employment as set forth in Section 4(b) of this Agreement. Subject Agreement is referred to Section 4 below, herein as the "Maturity Date." The Participant's right in the Performance Share Units shall vest on February 28, 2022 19, 2019 (the "Vest Date"); provided, however that if the Maturity Date is on or prior to December 31, 2021, 2018, then such Maturity Date shall be considered the Vest Date. The specific Performance Goals described on Exhibit A were established by the Administrator. Compensation Committee of the Company. Subject to the other terms and conditions of this Agreement and the Plan, payment of the Performance Share Units will only be made if the Administrator certifies, following the close of the Performance Period, that the pre-established threshold Performance Goals have been satisfied or exceeded in whole or in part on the Maturity Date and that the Participant is still 1 employed by the Company or any of its Subsidiaries on the Vest Date, and then only to the extent of the level of performance so certified as having been achieved.2. achieved. 1 2. Form and Time of Payment. The Except with respect to cash payments for fractional shares, the Award earned by reason of the Administrator's certification as described above will be payable in Stock to the Participant (or the Participant's beneficiary, or personal administrator in the case of your death or Disability) in (x) cash, (y) Common Stock or (z) a combination of cash and Common Stock, in all cases, at the Administrator's sole discretion, during the first calendar year that commences immediately following the Maturity Date and at any time after sometime following the Vest Date; provided, that, in all cases, such payment shall occur Date and on or before March 15 of such subsequent calendar year (the "Payment Date"). year. The number amount of shares of Common Stock to be delivered, if applicable, on the Payment Date paid will be determined by multiplying the number of Performance Share Units set forth in paragraph 1 by the Performance Multiple (as defined below) and, as applicable, rounded to the nearest whole number Total Shareholder Return Modifier (such resulting number, the "Award Amount"). If The Participant shall receive a cash payment is made in lieu number of delivering shares of Common Stock, Stock equal to the amount Award Amount. For purposes of such payment shall be equal this paragraph, the aggregate Fair Market Value Total Shareholder Return Modifier means the percentage, if any, achieved by attainment of the Award Amount Relative TSR Performance Goals for the Performance Period in accordance with the schedule set forth on Exhibit A, as certified by the Vest Date (or the most recent closing stock price if the Vest Date occurs on a day when public markets are closed) less any portion of the Award Amount paid in Common Stock. Administrator. View More

Grant of Performance Share Units. Subject to the restrictions, terms and conditions set forth herein and in the Company's Omnibus Equity Incentive Plan (the "Plan"), the Company hereby grants to the Participant _____________ performance share units (the "Performance Share Units", or the "Award"). The provisions of the Plan are incorporated herein by reference, and all capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of any inconsistency between the provisions of th...e Plan and this Agreement, the provisions of this Agreement shall govern and control. The Performance Share Units will be payable, if at all, either solely in cash, in Common Stock or a combination of cash and Common Stock, such type of payment to be determined in the sole discretion common stock of the Administrator, Company ("Stock"), based upon the achievement by the Company of the Performance Goals as described on Exhibit A, over a three-year period commencing January 1, 2019 2018 and ending on the earlier of (x) December 31, 2021 and (y) the date of the Participant's termination of employment with the Company or any of its Subsidiaries 2020 (the "Performance Period"). For purposes The date on which the Performance Period ends either (i) on account of this Agreement, the "Maturity Date" shall mean (i) December 31, 2021 if end of the Participant remains employed with the Company or any of its Subsidiaries on such date Performance Period or, if earlier, (ii) the date of due to the Participant's termination of employment as set forth in Section 4(b) of this Agreement. Subject Agreement is referred to Section 4 below, herein as the "Maturity Date." The Participant's right in the Performance Share Units shall vest on February 28, 2022 16, 2021 (the "Vest Date"); provided, however that if the Maturity Date is on or prior to December 31, 2021, 2020, then such Maturity Date shall be considered the Vest Date. The specific Performance Goals described on Exhibit A were established by the Administrator. Compensation Committee of the Company. Subject to the other terms and conditions of this Agreement and the Plan, payment of the Performance Share Units will only be made if the Administrator (as of the date of this Agreement, the Company's Board of Directors has appointed the Compensation Committee of the Company's Board of Directors as the Administrator) certifies, following the close of the Performance Period, that the pre-established threshold Performance Goals have been satisfied or exceeded in whole or in part on the Maturity Date and that the Participant is still 1 employed by the Company or any of its Subsidiaries on the Vest Date, and then only to the extent of the level of performance so certified as having been achieved.2. achieved. 1 2. Form and Time of Payment. The Award earned by reason of the Administrator's certification as described above will be payable in Stock to the Participant (or the Participant's beneficiary, or personal administrator in the case of your death or Disability) in (x) cash, (y) Common Stock or (z) a combination of cash and Common Stock, in all cases, at the Administrator's sole discretion, during the first calendar year that commences immediately following the Maturity Date and at any time after sometime following the Vest Date; provided, that, in all cases, such payment shall occur Date and on or before March 15 of such subsequent calendar year (the "Payment Date"). year. The number amount of shares of Common Stock to be delivered, if applicable, on the Payment Date paid will be determined by multiplying the number of Performance Share Units set forth in paragraph 1 by the Performance Multiple (as defined below) and, as applicable, rounded to the nearest whole number (such resulting number, the "Award Amount"). If The Participant shall receive a cash payment is made in lieu number of delivering shares of Common Stock, the amount of such payment shall be Stock equal the aggregate Fair Market Value of to the Award Amount on the Vest Date (or the most recent closing stock price if the Vest Date occurs on a day when public markets are closed) less any portion of the Award Amount paid in Common Stock. Amount. View More

Grant of Performance Share Units. Subject to the restrictions, terms and conditions set forth herein and in the Company's Omnibus Equity Incentive Plan (the "Plan"), the Company hereby grants to the Participant ____ performance share units (the "Performance Share Units", or the "Award"). The provisions of the Plan are incorporated herein by reference, and all capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of any inconsistency between the provisions of the Plan an...d this Agreement, the provisions of this Agreement shall govern and control. The Performance Share Units will be payable, if at all, either in cash, in Common Stock or a combination of cash and Common Stock, such type of payment to be determined in the sole discretion of the Administrator, based upon the achievement by the Company of the Performance Goals as described on Exhibit A, over a period commencing January 1, 2019 2021 and ending on the earlier of (x) December 31, 2021 2023 and (y) the date of the Participant's termination of employment with the Company or any of its Subsidiaries (the "Performance Period"). For purposes of this Agreement, the "Maturity Date" shall mean (i) December 31, 2021 2023 if the Participant remains employed with the Company or any of its Subsidiaries on such date or, if earlier, (ii) the date of the Participant's termination of employment as set forth in Section 4(b) of this Agreement. Subject to Section 4 below, the Performance Share Units shall vest on February 28, 2022 March 1, 2024 (the "Vest Date"); provided, however that if the Maturity Date Participant's employment is terminated as set forth in Section 4(b) on or prior to December 31, 2021, March 1, 2024, then such Maturity Date the date of the Participant's termination of employment shall be considered the Vest Date. The specific Performance Goals described on Exhibit A were established by the Administrator. Subject to the other terms and conditions of this Agreement and the Plan, payment of the Performance Share Units will only be made if the Administrator certifies, following the close of the Performance Period, that the pre-established threshold Performance Goals have been satisfied or exceeded in whole or in part on the Maturity Date and that the Participant is still 1 employed by the Company or any of its Subsidiaries on the Vest Date, and then only to the extent of the level of performance so certified as having been achieved.2. achieved.4839-5392-2269 v6 2. Form and Time of Payment. The Award earned by reason of the Administrator's certification as described above will be payable to the Participant (or the Participant's beneficiary, or personal administrator in the case of your death or Disability) in (x) cash, (y) Common Stock or (z) a combination of cash and Common Stock, in all cases, at the Administrator's sole discretion, during the first calendar year that commences immediately following the Maturity Date and at any time after the Vest Date; provided, that, in all cases, such payment shall occur on or before March 15 of such subsequent calendar year (the "Payment Date"). The number of shares of Common Stock to be delivered, if applicable, on the Payment Date will be determined by multiplying the number of Performance Share Units set forth in paragraph 1 by the Performance Multiple (as defined below) and, as applicable, rounded to the nearest whole number (such resulting number, the "Award Amount"). If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such the cash payment shall be equal to the aggregate Fair Market Value of the Award Amount on the Vest Date. For purposes of the foregoing, the "Award Amount" means the number of Performance Share Units multiplied by the Performance Multiple (as defined below), rounded to the nearest whole number; and the "Fair Market Value of the Award Amount on the Vest Date" means the Award Amount multiplied by the closing price of the Common Stock on the Vest Date (or the most recent closing stock price if the Vest Date occurs on a day when public markets are closed) less any portion closed).3. Transferability. This Award shall not be transferable otherwise than by will or the laws of descent and distribution. Any attempt by the Participant (or in the case of the Participant's death or Disability, the Participant's beneficiary or personal administrator) to assign or transfer the Award, either voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and without effect and shall render the Award Amount itself null and void.4. Forfeiture Provisions. The following forfeiture provisions shall apply to the Performance Share Units:(a) If the Participant's employment with the Company or any if its Subsidiaries is terminated prior to the Vest Date for any reason other than by reason of the Participant's death or Disability as provided under Section 4(b) below, then the Award shall be forfeited by the Participant and cancelled for no consideration. (b) If the Participant's employment with the Company or any of its Subsidiaries is terminated (i) by reason of the Participant's death or (ii) because the Participant is determined by the Board or the Administrator to be subject to a Disability, then the Participant shall be eligible to receive a pro-rated Award, based on the number of calendar days that Participant was employed with the Company or any of its Subsidiaries during the period commencing on January 1, 2021 and ending on December 31, 2023 and as determined by the Administrator in its sole discretion. Any amount payable pursuant to this Section 4 shall be paid in Common Stock. accordance with Sections 1 and 2 of this Agreement. View More

Grant of Performance Share Units. Subject to the restrictions, terms and conditions set forth herein and in the Company's Omnibus Equity Incentive Plan Plan, as amended (the "Plan"), the Company hereby grants to the Participant performance share units (the "Performance Share Units", or the "Award"). The provisions of the Plan are incorporated herein by reference, and all capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of any inconsistency between the provisions of... the Plan and this Agreement, the provisions of this Agreement shall govern and control. The Performance Share Units will be payable, if at all, either in cash, in Common Stock or a combination of cash and Common Stock, such type of payment to be determined in the sole discretion of the Administrator, based upon the achievement by the Company of the Performance Goals as described on Exhibit A, over a period commencing January 1, 2019 2020 and ending on the earlier of (x) December 31, 2021 2022 and (y) the date of the Participant's termination of employment with the Company or any of its Subsidiaries (the "Performance Period"). For purposes of this Agreement, the "Maturity Date" shall mean (i) December 31, 2021 2022 if the Participant remains employed with the Company or any of its Subsidiaries on such date or, if earlier, (ii) the date of the Participant's termination of employment as set forth in Section 4(b) of this Agreement. Subject to Section 4 below, the Performance Share Units shall vest on February 28, 2022 , 2023 (the "Vest Date"); provided, however that if the Maturity Date is on or prior to December 31, 2021, 2022, then such Maturity Date shall be considered the Vest Date. The specific Performance Goals described on Exhibit A were established by the Administrator. Subject to the other terms and conditions of this Agreement and the Plan, payment of the Performance Share Units will only be made if the Administrator certifies, following the close of the Performance Period, that the pre-established threshold Performance Goals have been satisfied or exceeded in whole or in part on the Maturity Date and that the Participant is still 1 employed by the Company or any of its Subsidiaries on the Vest Date, and then only to the extent of the level of performance so certified as having been achieved.2. achieved.1 2. Form and Time of Payment. The Award earned by reason of the Administrator's certification as described above will be payable to the Participant (or the Participant's beneficiary, or personal administrator in the case of your death or Disability) in (x) cash, (y) Common Stock or (z) a combination of cash and Common Stock, in all cases, at the Administrator's sole discretion, during the first calendar year that commences immediately following the Maturity Date and at any time after the Vest Date; provided, that, in all cases, such payment shall occur on or before March 15 of such subsequent calendar year (the "Payment Date"). The number of shares of Common Stock to be delivered, if applicable, on the Payment Date will be determined by multiplying the number of Performance Share Units set forth in paragraph 1 by the Performance Multiple (as defined below) and, as applicable, rounded to the nearest whole number (such resulting number, the "Award Amount"). If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such the cash payment shall be equal to the aggregate Fair Market Value of the Award Amount on the Vest Date. For purposes of the foregoing, the "Award Amount" means the number of Performance Share Units multiplied by the Performance Multiple (as defined below), rounded to the nearest whole number; and the "Fair Market Value of the Award Amount on the Vest Date" means the Award Amount multiplied by the closing price of the Common Stock on the Vest Date (or the most recent recently preceding closing stock price if the Vest Date occurs on a day when public markets are closed) less any portion of the Award Amount paid in Common Stock. closed). View More