Vesting of PSUs Contract Clauses (39)

Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided in Sections 5 and 6, the PSUs shall vest and become nonforfeitable on the last day of the Performance Period, subject to (a) the achievement of the minimum threshold Performance Goal for payout set forth in Exhibit A, and (b) Participant's continuous employment ("Continuous Service") from the Grant Date through the last day of the Performance Period (the "Vesting Date"). The number of PSUs that vest and become payab...le under this Agreement shall be determined by the Administrator based on the level of achievement of the Performance Goals set forth in Exhibit A and shall be rounded down to the nearest whole PSU. View More

Vesting of PSUs. The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the date of performance certification, subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Section 2, and (b) the Grantee's Continuous Service from the Grant Date through the date of performance certification. The Actual Award earned upon PSU vesting shall be determined by the Committee based on the level of achieve...ment of the Performance Goals set forth in Section 2 and shall be rounded to the nearest whole Common Share. "Continuous Service" means that the Grantee's service with the Company as an Employee is not terminated. View More

Vesting of PSUs. The PSUs shall vest on the Vesting Date, subject to attainment of at least some of the performance goals for the Company's fiscal year ending June 30, 2019 ("FY 2019"), which are set forth on Exhibit A hereto, or the performance goals established hereafter by the Administrator for the fiscal years ending June 30, 2020 ("FY 2020") and June 30, 2021 (FY 2021), respectively, and subject to possible earlier vesting upon a Change of Control (as defined in the Plan and on the terms provided in Section... 12 thereof) or as otherwise provided herein or forfeiture upon a termination or cessation of your employment with the Company, as provided in Section 4 below. Subject to Section 5 of this Agreement, Performance Shares will be delivered (provided, that such delivery is otherwise in accordance with federal and state securities laws) only with respect to vested PSUs, if any, and then as soon as practicable following the Vesting Date, but in no event later than September 14, 2021. View More

Vesting of PSUs. (a) Subject to the terms and conditions of this Section 4 and Section 5 hereof and the Statement of Performance Metrics attached as Exhibit A hereto, the Grantee's right to receive Common Shares or cash, as applicable, in settlement of the PSUs shall become vested with respect to (i) 0% to 200% of each Tranche of the CFROI-WACC PSUs on the basis of the Average CFROI-WACC achievement during the applicable Performance Period (in each case, "Earned CFROI-WACC PSUs"), and (ii) 0% to 200% of each Tra...nche of the RTSR PSUs on the basis of the RTSR achievement during the applicable Performance Period (in each case, "Earned RTSR PSUs," and, together with Earned CFROI-WACC PSUs, "Earned PSUs"), in each case as set forth in the Statement of Performance Metrics. Earned PSUs will be determined on the date following the end of each Performance Period on which the Committee determines the level of attainment of the Performance Metrics for the applicable Performance Period, which date must occur within 2 1⁄2 months after the end of the applicable Performance Period (each, a "Committee Determination Date"). Except as otherwise provided herein or in the Plan, the Grantee's right to receive Common Shares or cash, as applicable, in settlement of Earned PSUs is contingent upon his or her remaining in the continuous employ of the Corporation or a Subsidiary until the end of the applicable Performance Period. For purposes of this Agreement, the Grantee shall be deemed to have ceased "continuous employment" (or substantially similar terms) upon a termination of employment as described in Section 9.12 of the Plan. (b) For purposes of this Agreement: (i) "Performance Metrics" means the goals established by the Committee for the Performance Period with respect to RTSR and Average CFROI-WACC, as applicable, as described in the Statement of Performance Metrics. (ii) "Performance Period" means: A. with respect to Year 1 CFROI-WACC PSUs and Year 1 RTSR PSUs, the one-year period commencing January 1, 2016 and ending on December 31, 2016, unless ending earlier pursuant to Section 7.2 of the Plan; B. with respect to Year 2 CFROI-WACC PSUs and Year 2 RTSR PSUs, the two-year period commencing January 1, 2016 and ending on December 31, 2017, unless ending earlier pursuant to Section 7.2 of the Plan; and -2- C. with respect to Year 3 CFROI-WACC PSUs and Year 3 RTSR PSUs, the three-year period commencing January 1, 2016 and ending on December 31, 2018, unless ending earlier pursuant to Section 7.2 of the Plan. (iii) "RTSR" and "CFROI-WACC" each have the meaning set forth in the Statement of Performance Metrics. (c) Notwithstanding anything herein to the contrary, the Performance Share Units are subject to potential accelerated vesting pursuant to Section 5.5 and Article 7 of the Plan. If the Grantee is a U.S. Taxpayer, the following terms used in the Plan will have the following definitions: (i) "Disabled" (or similar terms) means that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A U.S. Taxpayer will be deemed disabled if determined to be disabled in accordance with a disability insurance program maintained by the Corporation, to the extent the determination of Disability under such program is consistent with this definition and guidance under Section 409A. (ii) "Retirement" (or similar terms) means the Grantee's separation from service after attaining age 55 and completing 5 years of service. (d) Each Tranche of the PSUs shall be forfeited to the extent it fails to become vested as of the applicable Committee Determination Date and, except as otherwise provided in this Section 4, if the Grantee ceases to be continuously employed by the Corporation or a Subsidiary at any time prior to the end of the applicable Performance Period, or to the extent they are forfeited under the Plan or Section 16 hereof. View More