Earned Performance Shares. Subject to Sections 3.1(a) through 3.1(c) below and the terms of the Colleague’s employment agreement, if any, the Shares subject to the PRSUs shall become Earned Performance Shares and shall become eligible to vest in accordance with the provisions of Section 3.2 as of the Earned Date to the extent the Committee determines (and based on the level of attainment) that the Performance Objectives set forth in Schedule C to this Agreement are attained pursuant to Section 3.1(a).
Earned Performance Shares. (a) Subject to Sections 3.1(b),(c), and (d) below and subject to the aggregate amount payable limitations under the SMIP, the Shares subject to the RSUs shall become Earned Performance Shares as of the Certification Date and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out in Target 1 (applicable to 50% of Target Number of Shares) and Target 2 (applicable to 50% of Target Number of Shares) of Exhibit 1 to the Acceptance Form are attained and subject to the Executive being in the employment of the Company or any Subsidiary at each respective vesting date as set forth in Section 3.2 below.
Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A. [Alternative language for Performance Shares NOT intended as Qualified Performance Based Compensation within the meaning of 162(m) of the IRC - The Performance Shares subject to this Award shall be deemed earned to the extent of the greater of (i) the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met during the Performance Period up through and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control) or (ii) the target number of Performance Shares set forth in this Agreement. The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 2 of this Exhibit A.]
Earned Performance Shares. Whether and to what degree the Performance Shares subject to this Award will have been earned as of the Scheduled Vesting Date will be determined by whether and to what degree the Company has satisfied the applicable performance objective(s) for the performance period beginning on January 1, 2016 and ending on December 31, 2018 (the “Performance Period”) as set forth in Appendix A. Unearned Performance Shares are subject to forfeiture as provided in Section 7.
Earned Performance Shares. At the conclusion of the First Grant Year, all or a portion of the Performance Shares will be eligible for vesting based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year. The portion of the Performance Shares that is eligible for vesting based upon the achievement by Health Management of the Adjusted EBITDA Requirement during the First Grant Year is referred to herein as the “Earned Performance Shares.” The Earned Performance Shares will vest as follows:
Earned Performance Shares. Except as provided by the Performance Share Agreement, the number of Earned Performance Shares, if any (not to exceed the Maximum Number of Performance Shares), shall equal the product (rounded down to the nearest whole number) of (i) the Target Number of Performance Shares and (ii) the Relative Return Factor for the Performance Period, as illustrated by Appendix A. Vesting Date: April 27, 2014, except as otherwise provided by the Performance Share Agreement.
Earned Performance Shares. Subject to the terms and conditions of this Agreement and those of the Plan, the number of Performance Shares earned (the “Earned Performance Shares”), if any, shall be determined based on the extent to which the actual 2011 Company EBITDA (as hereinafter defined) attains the 2011 Company EBITDA targets set forth in the following schedule: 2011 Company EBITDA Earned Performance Shares Less than $13,470,000 Zero $13,470,000 25.0 % $14,424,000 33.3 % $16,000,000 50.0 % $18,000,000 66.7 % $20,000,000 or greater 100.0 % If actual 2011 Company EBITDA is between any target levels set forth in the above schedule, the Earned Performance Shares shall be determined by linear interpolation. Following issuance of the Company’s 2011 audited financial statements, the Committee shall determine and certify in writing the extent to which the 2011 Company EBITDA targets set forth above were attained and the number (if any) of Earned Performance Shares in accordance with this Agreement.
Earned Performance Shares. (a) Subject to Sections 3.1(c) and (d), the Shares subject to the PRSUs shall become Earned Performance Shares as of the Earned Date or as of the Certification Date in the case of Associates whom are Covered Employees and shall become eligible to vest and become payable in accordance with the provisions of Section 3.2 if and to the extent that the Performance Objectives set out on Schedule C to this Agreement are attained and subject to the Associate being in the employment of the Company, its Subsidiaries or a Designated Associate Company at each respective vesting date as set forth in Section 3.2 below.
Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned to the extent, as determined by the Committee, to which the Performance Goals applicable to the Performance Shares have been met, including application of the TSR performance adjustment described above, during the Performance Period up through and including the effective date of the Change in Control, also giving effect to TSR performance adjustments during the Performance Period (using the latest available information prior to the date of the Change in Control). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A.
Earned Performance Shares. The Performance Shares subject to this Award shall be deemed earned to the extent, as determined by the Committee no later than the effective date of the Change in Control, the Qualifying Performance Goal applicable to the Performance Shares has been met during the Performance Period up to and including the effective date of the Change in Control (using the latest available information prior to the date of the Change in Control), with the Qualifying Performance Goal to be pro-rated by multiplying the Qualifying Performance Goal by a fraction, the numerator of which is the number of days from the start of the Performance Period through and including the date of the latest available information used to measure the achievement of the Qualifying Performance Goal, and the denominator of which is the total number of days in the three-year Performance Period (the “Pro-Rated Performance Goal”). The Committee shall determine and certify the number of Earned Performance Shares in accordance with Section 3 of this Exhibit A, with the Qualifying Performance Goal to be replaced by the Pro-Rated Performance Goal. The number of Target Performance Shares shall not be pro-rated to reflect the shortened Performance Period.
