Performance-Based Requirement Clause Samples

Performance-Based Requirement. Upon the occurrence of a Determination Date prior to the “Termination Date” (as defined below), the Performance-Based Requirement will be satisfied in respect of that percentage of the total number of shares subject to the Performance Option determined based on the Stock Value being at least equal to the applicable Stock Price Goal in accordance with the following table. For avoidance of doubt, upon the achievement of a Stock Price Goal, any Stock Price Goal with a lower threshold value will also then have been achieved if not previously satisfied. Stock Price Goal Number of Performance-Based Shares that incrementally vest upon Achievement of a Stock Price Goal Stock Price Goal 1 20% of the total Performance Option shares Stock Price Goal 2 20% of the total Performance Option shares Stock Price Goal 3 20% of the total Performance Option shares Stock Price Goal 4 20% of the total Performance Option shares Stock Price Goal 5 20% of the total Performance Option shares Only if the Determination Date is as a result of a Change in Control (as defined in the Severance Agreement) and the Stock Price Goal achieved is between the above levels as of such Change in Control, the percentage of shares that will satisfy the Performance-Based Requirement shall be determined using linear interpolation. For the avoidance of doubt, if the Determination Date for the shares occurs as a result of a Change in Control, the Performance-Based Requirement shall be deemed satisfied immediately prior to the closing of such Change in Control in which such metrics will be achieved, rather than after the closing of such transaction. Notwithstanding the foregoing, even if a Stock Price Goal is not achieved as a result of a Change in Control, at a minimum that number of shares subject to the Performance Option shall be accelerated such that the Stock Value Executive is eligible to receive with respect to the shares subject to the Equity Awards in the Change in Control is equal to at least $8,000,000. In the event the Stock Value Executive is eligible to receive with respect to the shares subject to the Equity Awards (after giving effect to full acceleration of the shares subject to the Performance Option) is less than $8,000,000 in the aggregate, then the Company shall pay to Executive a one-time cash bonus equal to the difference between (i) $8,000,000 and (ii) the Stock Value in the Change in Control Executive is eligible to receive with respect to the shares subject to the Equity Awards....