Vesting of Earned Units Contract Clauses (36)

Vesting of Earned Units. Subject to Section 4 below, the Units earned pursuant to Section 2.1 and Section 2.4 (collectively, the "Total Earned Units"), shall vest on the following dates (each a "Vesting Date") as follows: 3.1 One-half of the Total Earned Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2017; and 3.2 An additional one-half of the Total Earned Units will vest on the third anniversary of the Grant Date. EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes ...only): Assume you are granted 900 Units. • If the Company's Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or is less than the Threshold performance level, no Units will be earned and all 900 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2017. • If the Company's Adjusted Non-GAAP EBITDA for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels (i.e., $ million of Adjusted Non-GAAP EBITDA), 450 Units will be earned at the end of the Performance Measurement Period. The remaining 450 Units will be forfeited on the date the Company files its Form 10-Q for Q2 of fiscal year 2017. The 450 earned Units will then vest as follows: (i) 225 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2017; and (ii) 225 Units will vest on the third anniversary of the Grant Date. • If the Company's (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or is less than the Threshold Performance level, 900 Units will be earned at the end of the Performance Measurement Period but no Performance Multiplier shall apply. The 900 earned Units will then vest as follows: (i) 450 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2017; and (ii) 450 Units will vest on the third anniversary of the Grant Date. 5 • If the Company's (i) Adjusted Non-GAAP EBITDA for the Performance Measurement Period equals or exceeds 100% of the Target performance level (i.e., $ million of Adjusted Non-GAAP EBITDA); (ii) Market Share at the conclusion of the Performance Measurement Period equals or is less than the Threshold performance level; and (iii) Revenue equals or exceeds 100% of the Stretch Performance level, 900 Units will be earned at the end of the Performance Measurement Period (based on the achievement of Adjusted Non-GAAP EBITDA) and a 140% Stretch Performance Multiplier shall apply, resulting in a total of 1,260 Total Earned Units (900 x 1.4). The 1,260 Total Earned Units will then vest as follows: (i) 630 Units will vest on the date the Company files its Form 10-Q for Q2 of fiscal year 2017; and (ii) 630 Units will vest on the third anniversary of the Grant Date. View More

Vesting of Earned Units. Subject to paragraph 4 below, the Units earned pursuant to paragraph 2.1 shall vest in their entirety on the third anniversary of the date of award, that is, on June 6, 2016.

Vesting of Earned Units. 4.1 Normal Vesting. Except as otherwise provided by this Award Agreement, Earned Units shall vest and become Vested Units as provided in the Grant Notice. 4.2 Vesting Upon a Change in Control. In the event of a Change in Control, the vesting of Earned Units shall be determined in accordance with Section 9.1. 4.3 Vesting Upon Involuntary Termination in Anticipation of a Change in Control. In the event that Participant's Service is terminated by the Company other than for Cause, excluding as a res...ult of the Participant's death or Disability (an "Involuntary Termination"), and such Involuntary termination either (a) occurred within the one hundred twenty (120) day period prior to the effective date of a Change in Control or (b) is demonstrated by the Participant to the reasonable satisfaction of the Committee to have been at the request of a third party who is a party to such Change in Control (in either case, an "Involuntary Termination in Anticipation of a Change in Control"), then the vesting of Earned Units shall be determined in accordance with Section 9.2. 4.4 Vesting Upon Involuntary Termination Following a Change in Control. In the event that upon or within twelve (12) months following the effective date of a Change in Control, the Participant's Service terminates due to Involuntary Termination, then the vesting of Earned Units shall be determined in accordance with Section 9.3. 2 5. TERMINATION OF SERVICE. In the event that the Participant's Service terminates for any reason, with or without cause, other than as described in Section 4.3 or 4.4, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor. View More

Vesting of Earned Units. Subject to Section 4, below, all of the Units earned pursuant to Section 2.1 (the "Total Earned Units"), shall vest on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2020 (the "Vesting Date"). EXAMPLE OF THE EARNING AND VESTING OF UNITS (for illustrative purposes only): Assume you are granted 1,000 Units. • If the Company's Revenue and Relative TSR for the Performance Measurement Period both equal or are less than the Threshold performance level, no Un...its will be earned and all 1,000 Units will be forfeited on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2020. • If the Company's Revenue for the Performance Measurement Period is at the mid-point between the Threshold and Target performance levels but the Relative TSR is equal to or less than the Threshold performance level, 250 Units will be earned and the remaining 750 Units will be forfeited on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2020. • If the Company's Relative TSR for the Performance Measurement Period equals or exceeds the Target performance level and the Company's Revenue for the Performance Measurement Period is at the mid-point between Threshold and Target performance levels, 750 Units will be earned and the remaining 250 Units will be forfeited on or around the date the Company files its Form 10-K for the fiscal year ending December 31, 2020. View More

Vesting of Earned Units. Subject to Section 6 of this Agreement, if the Participant remains an Employee of the Company or any of its Affiliates continuously from the Grant Date, then 1⁄3 of the Earned Units will vest on each of December 13 2014, December 13, 2015 and December 13, 2016. The period from October 1, 2014 through December 13, 2016 is referred to as the "Vesting Period." 5. Service Requirement. Except as otherwise provided in accordance with Section 6 of this Agreement, if you cease to be an Employee of the C...ompany and all of its Affiliates prior to the vesting dates specified in Section 4 of this Agreement, you will forfeit all unvested Units. Your Service as an Employee will be deemed continuing while you are on a leave of absence approved by the Company in writing or guaranteed by applicable law or other written agreement you have entered into with the Company (an "Approved Leave"). If you do not resume providing Service as an Employee of the Company or any Affiliate following your Approved Leave, your Service will be deemed to have terminated upon the expiration of the Approved Leave. View More