Performance-Based Equity Grant Clause Samples

Performance-Based Equity Grant. Subject to approval of the Board at the date of grant, and the continuation of Executive’s employment pursuant to this Agreement through the date of grant, on the Parent’s next scheduled equity grant date following the Effective Date, Executive will be granted 500,000 restricted stock units covering Class A 3 US-DOCS\132691128.3 ordinary shares in Parent (“Performance Equity Grant”) that will vest (i) as to 50% of the Performance Equity Grant, if, at any time following the date of grant either (x) the Share Price equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days during any 30 trading- day period, or (y) the Parent’s market capitalization is equal to or greater than $4,163,680,650 for at least 20 trading days during any 30 trading-day period and subject to Executive’s continued employment through the date on which such Share Price or market capitalization target is attained; (ii) as to an additional 25% of the Performance Equity Grant, if, at any time following the date of grant, either (x) the Share Price equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days during any 30 trading-day period, or (y) the Parent’s market capitalization is equal to or greater than $6,245,520,975 for at least 20 trading days during any 30 trading- day period and subject to Executive’s continued employment through the date on which such Share Price or market capitalization target is attained; and (iii) as to the remaining 25% of the Performance Equity Grant, if, at any time following the date of grant, either (x) the Share Price equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days during any 30 trading- day period, or (y) the Parent’s market capitalization is equal to or greater than $8,327,361,300 for at least 20 trading days during any 30 trading-day period and subject to Executive’s continued employment through the date on which such Share Price or market capitalization target is attained. To the extent any portion of the Performance Equity Grant remains unvested as of the date of the Executive’s termination of employment for any reason, such portion will be automatically forfeited as of the date of such termination. At all times, the Performance Equity Grant will be gov...
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Performance-Based Equity Grant. Subject to you becoming CEO on the Start Date, you will be granted a performance-based restricted stock unit award (the “Performance-Based RSU Award”) on the first day of the month following the Start Date. The Performance-Based RSU Award will have a value of $3,500,000, and the number of units underlying the Performance-Based RSU Award will be determined by dividing $3,500,000 by the closing price of TiVo’s common stock on May 31, 2019 (the last trading day prior to the June 1, 2019 grant date). The Performance-Based RSU Award shall vest, if at all, only to the extent that you remain in employment as CEO of the Company on the earliest date that TiVo consummates (i) a sale of the entire Company, (ii) a spin-off of the Company’s Product business, (iii) a spin-off of the Company’s IP Licensing business or (iv) a sale of either of the Company’s Product or IP Licensing businesses (the “Vesting Date”). The Performance-Based RSU Award will be granted pursuant to the TiVo Corporation 2008 Equity Incentive Plan and standard form of RSU award agreement thereunder, including the vesting provisions set forth above. Notwithstanding any other provision of this Agreement or the Severance Agreement, the Performance-Based RSU Award will not be subject to any vesting acceleration benefits under any executive severance plan or otherwise.
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Performance-Based Equity Grant. The Company shall, on the Start Date, cause Parent to grant Executive a performance-based equity award of 500,000 RSUs of the Parent Stock, (the “Performance Based Equity Grant”). Subject to the conditions outlined herein, the award will vest in full on the trading day after the Parent Stock achieves a closing price of $15 per share or more over a period of at least 30 consecutive trading days during the Performance Period. The “Performance Period” is from August 14, 2024, through August 13, 2025. The performance stock price goal will be adjusted for any stock split or reverse stock split during the performance period. If the performance stock price goal is not met during the Performance Period, the Performance Based Equity Grant will be forfeited on August 14, 2025. Subject to Section 4 below, the Performance Based Equity Grant shall be subject to Executive’s continuous service, whether as an employee, officer, and/or member of the Board (service in any such capacity, “Service”) through the vesting date. The Performance Based Equity Grant will be subject to Parent’s Equity Incentive Plan and any applicable grant agreement, which will be consistent with the terms of this Section 3.3.2. For the avoidance of doubt, Executive will not pay any purchase price for the RSUs.
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Performance-Based Equity Grant. On or about the second anniversary of the Effective Date, Parent shall grant to the Executive an award of restricted stock units (the “Performance-Based Equity Award”) in respect of a number of shares of Parent Common Stock equal to the Final Performance-Based Equity Number (as defined in Exhibit A hereto), subject to the Executive’s continued employment with the Company and its subsidiaries through the date of grant. The Performance-Based Equity Award shall vest in three equal installments on each of the third, fourth, and fifth anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company and its subsidiaries through each such anniversary and to accelerated vesting as set forth in Sections 5.2(b) and 6.2(b)(iv), and shall otherwise have terms and conditions that are consistent with the restricted stock unit awards granted to similarly situated executives of Parent.
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Related to Performance-Based Equity Grant

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Performance Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Equity-Based Awards (a) Each award of phantom units that corresponds to Partnership Common Units and vests solely based on the passage of time (including any Seconded Employee Phantom Awards), whether vested or unvested (“Partnership Phantom Units”), that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be assumed by Parent and converted into a restricted unit award representing a contractual right to receive Parent Common Units or, in the case of Seconded Employees, the right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such Assumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, as applicable) equal to the product obtained by multiplying (x) the number of Partnership Common Units subject to such Partnership Phantom Unit immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, including Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be measured as to performance as of the Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such Partnership Performance Award shall, with respect to the number of Partnership Common Units that are considered earned with respect thereto based on the higher of actual performance or target shall, as of the Effective Time (the “Earned Performance Units”), be assumed by Parent and converted into an Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to the extent applicable, will incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in 2021, the number of Earned Performance Units shall be equal to the target number of units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Earned Performance Units with respect to the corresponding Partnership Performance Award, multiplied by the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Any performance units that correspond to Partnership Common Units that are not Earned Performance Units shall, upon the Effective Time, automatically be cancelled for no consideration. (c) The General Partner shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of the Code.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award.