Performance Goal Earned Shares Clause Example with 4 Variations from Business Contracts
This page contains Performance Goal Earned Shares clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Performance Goal Earned Shares. 3.1 The number of shares of the Company's Common Stock earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Grantee's right to receive any shares of the Company's Common Stock pursuant to this Agreement shall aut...omatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of shares of the Company's Common Stock earned by the Grantee, and all other matters related to this Section 3 shall be made by the Committee in its sole discretion. 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (21⁄2) months following the end of the Performance Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Company's Common Stock that the Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the "Earned Shares"), (b) the Company shall issue or cause to be issued in the name of the Grantee the number of shares of the Company's Common Stock equal to the number of Earned Shares, if any, and (c) the Company shall enter the Grantee's name on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee's written certification (the "Certification Date"). Such written certification of the Committee shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 of this Agreement, if the Grantee's Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee's right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.View More
Variations of a "Performance Goal Earned Shares" Clause from Business Contracts
Performance Goal Earned Shares. 3.1 (d)Performance Goal. The number of shares of the Company's Common Stock earned by the Grantee for the Performance Period Participant will be determined by the Committee at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Grantee's Participant's right to receive any shares of... the Company's Common Stock pursuant to this Agreement or cash shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether and the extent to which the Performance Goal has been achieved, achieved and the number of shares of the Company's Common Stock earned by the Grantee, and all other matters related to this Section 3 Participant, if any, shall be made by the Committee in its sole discretion. 3.2 (e)Earned Shares. Promptly following completion of the Performance Period, and in any event within two and one-half (21⁄2) (2 1⁄2) months following the end of the Performance Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Company's Common Stock that the Grantee Participant has earned and that are to be issued by the Company, rounded to the nearest whole share (the "Earned Shares"), (b) Shares"). On the date of the Committee's written certification (the "Settlement Date"), the Company shall shall, at the Participant's sole discretion (subject to the availability of shares under the Plan), (i) issue or cause to be issued in the name of the Grantee the number of shares of the Company's Common Stock equal to Participant the number of Earned Shares, if any, and (c) or (ii) make or cause to be made to the Participant a cash payment equal to the Fair Market Value, determined as of the last day of the Performance Period, of the Earned Shares. If the Participant chooses to receive the Earned Shares, the Company shall enter the Grantee's Participant's name (or the name of the Participant's personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, Shares as of the date of the Committee's written certification (the "Certification Date"). Settlement Date. Such written certification of the Committee shall be final, conclusive and binding on the Grantee, Participant, and on all other persons, to the maximum extent permitted by law. 3.3 Except Upon the issuance of the Earned Shares or the making of a cash payment equal to the Fair Market Value, determined as provided in Section 4 of this Agreement, if the Grantee's Continuous Service terminates for any reason prior to the last day of the Performance Period, of the Award Earned Shares to the Participant, the RSUs shall cease to be credited to the Account. (f)Termination of Continuous [Employment / Service]. (i)Subject to Section 3(d) below, in the event of the termination of the Participant's continuous [employment with the Company or an Affiliate / service as a member of the Board] for any reason other than death or disability (as defined and determined in the sole discretion of the Committee) prior to the end of the Performance Period, the RSUs and the Grantee's Participant's right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited as of the date of such termination without payment of any consideration, effective consideration. (ii)In the event of the termination of the Participant's continuous [employment with the Company or an Affiliate / service as a member of the Board] as a result of the Participant's death or disability (as defined and determined in the sole discretion of the Committee) prior to the last day of the Performance Period. Period, the Participant will be issued the Earned Shares otherwise issuable pursuant to Section 3 hereof. The Company shall issue the Earned Shares in accordance with the timing specified in Section 3(b) above. (g)Change in Control. In the event of a Change in Control during the Performance Period, the Award shall be payable at the Target Award level on the effective date of such Change in Control and such Earned Shares shall be issued within thirty (30) days following such Change in Control, provided, that, the Participant remains in continuous [employment / service] through and including the date of a Change in Control. View More
Performance Goal Earned Shares. 3.1 The (a)The number of shares of the Company's Common Stock Performance Shares earned by the Grantee Participant for the Performance Period will be determined by the Administrator at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Grantee's Participant's right to receive any ...shares of the Company's Common Stock Performance Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of shares of the Company's Common Stock Performance Shares earned by the Grantee, Participant, and all other matters related to this Section 3 shall be made by the Committee Administrator in its sole discretion. 3.2 Promptly (b)Promptly following completion of the Performance Period, and in any event within two and one-half (21⁄2) (2 1⁄2) months following the end of the Performance Period, (a) the Committee Administrator will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Company's Common Stock Performance Shares that the Grantee Participant has earned and that are to be issued by the Company, rounded to the nearest whole share (the "Earned Shares"), (b) the Company shall issue or cause to be issued in the name of the Grantee the number of shares of the Company's Common Stock equal to Participant the number of Earned Shares, if any, and (c) the Company shall enter the Grantee's Participant's name (or the name of the Participant's personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee's Administrator's written certification (the "Certification "Settlement Date"). Such written certification of the Committee Administrator shall be final, conclusive and binding on the Grantee, Participant, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 of this Agreement, if the Grantee's Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee's right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period.View More
Performance Goal Earned Shares. 3.1 The number of shares of the Company's Common Stock earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. The Committee shall have the authority to adjust or modify the calculation of the Performance Goal for the Performance Period in order to prevent the diminution or enlargement of the rights of the Grantee based on the following events: (a) asset write-...downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report on Form 10-K for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; and (h) a change in the Company's fiscal year. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Grantee's right to receive any shares of the Company's Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of shares of the Company's Common Stock earned by the Grantee, and all other matters related to this Section 3 shall be made by the Committee in its sole discretion. 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (21⁄2) months following the end of the Performance Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Company's Common Stock that the Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the "Earned Shares"), (b) the Company shall issue or cause to be issued in the name of the Grantee the number of shares of the Company's Common Stock equal to the number of Earned Shares, if any, which Earned Shares shall be subject to the terms, conditions and restrictions set forth in this Agreement, including the vesting provisions set forth in Section 4 of this Agreement and (c) the Company shall enter the Grantee's name on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee's written certification (the "Certification Date"). Date"), subject to the provisions of Section 4 of this Agreement. Such written certification of the Committee shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 5 or 6 of this Agreement, if the Grantee's Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee's right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. View More
Performance Goal Earned Shares. 3.1 The number of shares of the Company's Common Stock earned by the Grantee for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the Performance Goal in accordance with Exhibit A. The Committee shall have the authority to adjust or modify the calculation of the Performance Goal for the Performance Period in order to prevent the diminution or enlargement of the rights of the Grantee based on the following events: (a) asset write-...downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report on Form 10-K for the applicable year; (f) acquisitions or divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; and (h) a change in the Company's fiscal year. Subject to the terms of this Agreement, if the threshold level of the Performance Goal is not reached for the Performance Period, the Award and the Grantee's right to receive any shares of the Company's Common Stock pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. All determinations of whether the Performance Goal has been achieved, the number of shares of the Company's Common Stock earned by the Grantee, and all other matters related to this Section 3 shall be made by the Committee in its sole discretion. 3.2 Promptly following completion of the Performance Period, and in any event within two and one-half (21⁄2) months following the end of the Performance Period, (a) the Committee will review and certify in writing (i) whether, and to what extent, the Performance Goal for the Performance Period has been achieved, and (ii) the number of shares of the Company's Common Stock that the Grantee has earned and that are to be issued by the Company, rounded to the nearest whole share (the "Earned Shares"), (b) the Company shall issue or cause to be issued in the name of the Grantee the number of shares of the Company's Common Stock equal to the number of Earned Shares, if any, and (c) the Company shall enter the Grantee's name on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee's written certification (the "Certification Date"). Such written certification of the Committee shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law. 3.3 Except as provided in Section 4 or 5 of this Agreement, if the Grantee's Continuous Service terminates for any reason prior to the last day of the Performance Period, the Award and the Grantee's right to receive any Earned Shares pursuant to this Agreement shall automatically expire and be forfeited without payment of any consideration, effective as of the last day of the Performance Period. View More
