Performance-Based Restricted Shares. The undersigned currently holds 300,587 performance-based restricted shares (“Performance Shares” and, together with the Options, RSUs, PSUs and Restricted Shares, the “Equity Awards”). All Performance Shares will be forfeited as of the Separation Date.
Performance-Based Restricted Shares. If you die or become Totally Disabled while in the employment or service of Cass or its Subsidiaries, all outstanding Performance Shares shall vest in accordance with the normal terms of this Award Agreement as described in Section 2.b. In the case of your death Cass shall deliver the stock related to Performance Shares that have vested to your Designated Beneficiary or as provided in Section 6.e. if a Beneficiary has not been designated, has died or cannot be located. If a Change in Control occurs, that results in termination of employment, during the Performance Period all outstanding Performance Shares will immediately vest and restrictions shall lapse at the Target Performance level and Cass shall deliver the shares of Stock to the recipient as explained in Section 3.b. as if the Restriction Period has ended.
Performance-Based Restricted Shares. The commitment to issue you Shares of the Company upon achievement of the Performance Criteria with respect to the Performance-Based Restricted Shares shall be based on a Target number of Shares. The Target number of Shares pursuant to this Award of Performance- Based Restricted Shares is __________ Shares. The number of Shares actually issued to you, if any, upon achievement of the Performance Criteria shall be as provided in the Appendix. Upon expiration of the Performance Period, the Compensation Committee (the “Committee”) will determine in its sole discretion whether the Performance Criteria has been met. To the extent the Performance Criteria has been met, Shares of the Company will be deemed to be earned by you, and the applicable number of Shares will be delivered to you within 30 days after the Committee makes such determination. The foregoing provisions of this Section 2.1 notwithstanding, upon the occurrence of a Change of Control, the Committee will determine whether and to what extent the Performance Criteria has been attained through the date of such Change of Control, and you will be deemed to have earned the greater of (i) such number of Shares as would have been earned based on the attainment of Target performance under the Performance Criteria or (ii) such number of Shares as would be earned based on the actual Performance Criteria attained as so determined by the Committee. You may not sell, assign, pledge or otherwise transfer any rights to Performance-Based Restricted Shares prior to the expiration of the Performance Period, or prior to the issuance of any Shares earned during the Performance Period, other than by will or the laws of descent and distribution. 2.2
Performance-Based Restricted Shares. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
Performance-Based Restricted Shares. Reference is made to that certain Restricted Stock Agreement Grant Notice (“Restricted Stock Agreement”) between you and a predecessor to Ortho Clinical Diagnostics Holdings PLC (the “Company”) dated September 30, 2020, pursuant to which you were granted 200,000 restricted shares (“Performance-Based Restricted Shares”) under the Plan. Capitalized terms not otherwise defined herein have the meaning set forth in the Restricted Stock Agreement or the Plan, as applicable. The Performance-Based Restricted Shares were adjusted in connection with the Company’s initial public offering and related restructuring transaction and as of the date hereof 159,340 Performance-Based Restricted Shares (consisting of the Third Tranche Limited Shares, the Fourth Tranche Limited Shares, the Third Tranche Unlimited Shares and the Fourth Tranche Unlimited Shares) remain unvested. Section 2.2(a) of the Restricted Stock Agreement provides that the Restricted Shares will vest upon a Change in Control that occurs after the date of an IPO if the consideration paid in the Change in Control exceeds certain share prices (the “Vesting Hurdles”). Further reference is made to that certain Business Combination Agreement by and among Quidel Corporation, Topco, the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021 (the “BCA” and the transactions contemplated therein, the “Combinations”). Notwithstanding the terms of the Restricted Stock Agreement, this letter hereby amends the vesting provisions of the Restricted Stock Agreement to provide for the following, provided in each case that the applicable Vesting Hurdle is not attained at the time of the Combinations. • Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Fourth Tranche Unlimited Shares (39,385 shares) shall be forfeited for no consideration upon the consummation of the Combinations (the “Transaction Closing”). • Notwithstanding anything in the Restricted Stock Agreement to the contrary, the Third Tranche Limited Shares (39,385 shares) shall vest on July 28, 2022 (or, if later, the date of the Transaction Closing), subject only to your continued service with Topco or its Affiliates in any capacity, whether as a member of Topco’s board of directors, as a special advisor to Topco (whether pursuant to that certain Special Advisor Agreement entered into between you and Topco, as it may be amended from time to time, or otherwise), or otherwise (any such fo...
Performance-Based Restricted Shares. The commitment to issue you Shares of the Company upon achievement of the Performance Criteria with respect to the Performance-Based Restricted Shares shall be based on a Target number of Shares. The Target number of Shares pursuant to this Award of Performance- Based Restricted Shares is __________ Shares. The number of Shares actually issued to you, if any, upon achievement of the Performance Criteria shall be as provided in the Appendix. Upon expiration of the Performance Period, the Compensation Committee (the “Committee”) will determine in its sole discretion whether the Performance Criteria has been met. To the extent the Performance Criteria has been met, Shares of the Company will be deemed to be earned by you, and the applicable number of Shares will be delivered to you within 30 days after the Committee Exhibit 10.9
Performance-Based Restricted Shares. A restricted stock award of 125,000 shares of the Company’s common stock. Such award shall vest and become exercisable upon the satisfaction of the performance conditions (based upon a performance period of no greater than 3 years) to be determined by the Board. The other terms and conditions of such award shall be set forth in the applicable award agreement.
Performance-Based Restricted Shares. A restricted stock award of 300,000 shares of the Company’s common stock. In the event that the Executive’s employment is terminated for any reason, any such shares that are unvested at the time of such termination of employment shall be forfeited to the Company (in exchange for no consideration); provided, however, that if such termination is by the Company other than for Cause or by the Executive for Good Reason, and a CIC is consummated on or prior to the first anniversary of the Effective Date of Termination, then, prior to the consummation of such CIC, the Company shall deliver to the Executive, in exchange for no consideration, the number of shares of the Company’s common stock so forfeited upon termination of employment. Such shares will vest upon the satisfaction of the performance conditions (which will provide for the opportunity to achieve vesting for all prior periods if the performance condition for an earlier year is not achieved) to be agreed by the Executive and the Company’s Board of Directors. In the event that any such performance condition is not met by the specified date for achieving such performance condition(if any), the restricted shares subject to such performance condition shall remain outstanding and shall vest (subject, other than in the circumstances described in the proviso to the first sentence of this Section 1.3(b), to the Executive’s continued employment by the Company) upon the earlier of (i) the fourth anniversary of the date of grant or (ii) a CIC.
Performance-Based Restricted Shares. Upon expiration of the Performance Period, the Compensation and Human Resources Committee (the “Committee”) will determine in its sole discretion whether the Performance Criteria have been met. To the extent any Performance-Based Restricted Shares have been earned, they will be delivered to you within 30 days after the Committee makes such determination. The foregoing provisions of this Section 3.2 notwithstanding, upon the occurrence of a Change of Control, the Committee will determine whether and to what extent the Performance Criteria have been attained through the date of such Change of Control, and you will be deemed to have earned the greater of (i) such number of Performance-Based Restricted Shares as would have been earned based on the attainment of Target performance under the Performance Criteria or (ii) such number of Performance-Based Restricted Shares as would be earned based on the actual Performance Criteria attained as so determined by the Committee. You may not sell, assign, pledge or otherwise transfer any rights to Performance-Based Restricted Shares prior to their issuance other than by will or the laws of descent and distribution.
Performance-Based Restricted Shares. [●] of the Restricted Shares shall be deemed to be “Performance-Based Restricted Shares”. Subject to and conditioned upon Grantee’s (x) Continuous Service through January 1, [●] and (y) compliance with the terms and conditions of this Agreement, the Performance-Based Restricted Shares shall vest (and the restrictions described in Section 3 above will lapse) in accordance with the terms and conditions set forth on Exhibit A hereto, incorporated herein by reference, based upon the Company’s achievement of Performance Objectives (as defined in Exhibit A) during the three-year period beginning January 1, [●] and ending December 31, [●] (the “Performance Period”).
