Performance-Based Vesting Requirements Sample Clauses

Performance-Based Vesting Requirements. The Participant will earn the Restricted Stock Units and the Restricted Stock Units will vest for the Performance Period (a) to the extent the Performance Goals are satisfied in accordance with Schedule A, and (b) only if the Service-based vesting requirements in Section 6 below also have been satisfied, except as otherwise provided in the Plan. If the Performance Goals are satisfied, the percentage of the Restricted Stock Units that will be earned, vested and payable in accordance with this Agreement shall be determined through linear interpolation as set forth in Schedule B. If the Performance Goals are not satisfied, the Restricted Stock Units eligible to be earned and vested during the Performance Period will be forfeited effective as of the last day of the Performance Period.

Performance-Based Vesting Requirements. Provided the service-based vesting requirements have been met, each Tranche will vest on the applicable Scheduled Vesting Date upon the achievement of the performance goals applicable to that Tranche, as set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO SCHEDULED VESTING DATE(S) ON VESTING REQUIREMENTS

Performance-Based Vesting Requirements. This Exhibit A to the Restricted Stock Agreement sets forth the performance-based vesting conditions of the Restricted Shares granted pursuant to this Agreement.

Performance-Based Vesting Requirements. Provided the service-based vesting requirements have been met, the Award will vest on the applicable Final Award Date upon the achievement of the performance goals set forth in Appendix C to this Agreement. B.2 EFFECT OF TERMINATION OF EMPLOYMENT PRIOR TO THE FINAL AWARD DATE ON VESTING REQUIREMENTS

Performance-Based Vesting Requirements. Subject to satisfying the Time-Based Vesting Requirements, the Option shall vest and become exercisable if the Company also achieves certain funding levels related to that certain Securities Purchase Agreement, dated as of April 28, 2023, by and between the Company and the purchasers identified on the signature pages thereto (the “Securities Purchase Agreement”) (the “Performance-Based Vesting Requirements”) set forth below. With respect to this Section 2(B) only, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. i) The Performance-Based Vesting Requirements applicable to twenty-seven percent (27%) of the Shares subject to the Option (the “Second Closing Shares”) relate to the funding terms governing the Second Closing set forth in Section 2.1(b) of the Securities Purchase Agreement, and will be satisfied as set forth below. a) Upon the Second Closing, a full or prorated amount of the Second Closing Shares shall vest based on the percentage of funding achieved relative to the total funding opportunity represented by the purchasers’ Second Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Second Closing is 71% funded, 80% of the Second Closing Shares will vest); and b) Upon the Second Closing Date, the Performance-Based Vesting Requirements applicable to the Second Closing Shares shall vest in full. ii) The Performance-Based Vesting Requirements applicable to fifty-three percent (53%) of the Shares subject to the Option (the “Third Closing Shares”) relate to the funding terms governing the Third Closing set forth in Section 2.1(c) of the Securities Purchase Agreement, and will be satisfied as set forth below. a) Upon the Third Closing, a full or prorated amount of the Third Closing Shares shall vest based on the percentage of funding achieved relative to the total funding opportunity represented by the purchasers’ Third Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Third Closing is 71% funded, 80% of the Third Closing Shares will vest); and b) Upon the Third Closing Date, the Performance-Based Vesting Requirements applicable to the Third Closing Shares shall vest in full. 2. Section 2(D) is hereby replaced in its entirety with the following:

Performance-Based Vesting Requirements. Subject to service vesting requirements under Section 2.2, vesting of the Target Units will be measured based on the Company’s total shareholder return over the 36-month period which commenced as of the Measurement Start Date. The number of Units that vest shall be based on the vesting percentage of the Target Units, as shown on the performance vesting schedule on Exhibit A. That percentage shall be determined based on the Company’s TSR Performance, as defined and calculated in Exhibit A.

Performance-Based Vesting Requirements. In addition to the above Time Vesting Schedule, the vesting of the Options is also subject to Performance Based Vesting Requirements. Under the Performance Based Vesting Requirements, the Options will vest in increments of 18,000 shares upon each increase of $2.00 or more in the Fair Market Value of the Company’s Common Stock above the Exercise Price ($19.77) of the Options. To satisfy this performance requirement, the Common Stock must trade at that increased level for a period of at least ten (10) trading days during any one quarter during the Term of the Options. For example, if the Company’s Common Stock trades at a level of $21.77 a share, or above, for at least ten (10) trading days during any one quarter, the Performance Based Vesting Requirement will be satisfied with respect to 18,000 shares. However, Options to purchase those 18,000 shares will only be considered to be fully vested and exercisable if the applicable time vesting requirement has also been met. For all the Options to vest under this requirement, the Company’s Common Stock has to trade at a level of at least $29.77 for period of at least ten (10) trading days during any one quarter during the Term.

Performance-Based Vesting Requirements. The Committee will determine the number of Performance Shares in which you will vest based on the Company’s achievement of Return on Equity (“XXX”) goals during the period beginning on January 1, 2018 and ending on December 31, 2020 (the “Performance Period”). The Company’s XXX will be measured over three periods within the Performance Period, as follows: Period 1 1/1/18 – 12/31/18 6.30 % 6.80 % 7.2 % Period 2 1/1/18 – 12/31/19 6.85 % 7.35 % 7.75 % Period 3 1/1/18 – 12/31/20 7.40 % 7.90 % 8.30 % Following the end of each of Period 1, Period 2 and Period 3, but no later than March 15 following the end of such period, the Committee will determine and certify the XXX for the Company based on data available to the public. Then, the Committee will multiply the XXX Performance Factor that corresponds to the level of XXX the Company has achieved, as determined under the table below, by one-third of the Target Number of Performance Shares (as set forth on the cover sheet), to determine the number of Performance Shares that will be earned for each of Period 1, Period 2 and Period 3. Less than Threshold 0 % Threshold 50 % Target 100 % Maximum 150 % Notwithstanding anything to the contrary in the Agreement or this Exhibit B, no (0%) Performance Shares will be earned for a period if Threshold XXX is not attained. If the XXX for the any period falls between threshold and target performance levels, or between target and stretch performance levels, the XXX Performance Factor will be interpolated on a linear slope. Following the end of the Performance Period, but no later than March 15, 2021, you will vest in the number of Performance Shares equal to the sum of the number of Performance Shares earned in each of Period 1, Period 2 and Period 3. In no event may you vest in a number of Performance Shares greater than 150% of the Target Number of Performance Shares.

Performance-Based Vesting Requirements. (a) Subject to Section 2.1(b) and (c), vesting of the Target Units will be measured based on the Company’s financial performance over the 36-month period which commenced as of the Measurement Start Date. The Target Units are set forth in Exhibit A. Subject to Section 2.1(b) and (c), the amount of Units that vest shall be based on the vesting percentage of the Target Units, as shown on the Performance Vesting Matrix on Exhibit A. That percentage shall be determined based on the Company’s ranking in the Peer Group based on EPS Growth, and calculated as set forth in Exhibit A. (b) Notwithstanding the Performance Vesting Matrix on Exhibit A, in the event the Company’s EPS Growth is negative for the Measurement Period, not more than 125% of the Target Units shall vest. (c) Notwithstanding the foregoing, in the event the service-based vesting is accelerated pursuant to Section 2.2(b) or 2.2(c), if the full performance period has not yet ended, the Target Units shall be measured for performance based vesting based on the performance period which commenced on the Measurement Start Date and ended as of the fiscal quarter most recently ended prior to the event triggering accelerated vesting under Section 2.2(b) or 2.2(c). (d) In the event Section 2.2(b) applies, the total amount of Units preliminarily calculated as having vested under Section 2.1(a) and 2.1(c) shall be reduced for early service vesting by multiplying such amount by a fraction the numerator being the number of full fiscal quarters between the Measurement Start Date and the date of termination of Participant’s employment and the denominator being twelve (12) (see Exhibit A for an example). If accelerated service based vesting is triggered by Section 2.2(c), there is no reduction for early vesting.

Performance-Based Vesting Requirements. This Exhibit A is subject to the other provisions of the Agreement (including, without limitation, Sections 4, 8 and 9 of the Agreement). The aggregate percentage of the Target Stock Units that shall be deemed to be Eligible Stock Units for the Performance Year in accordance with Section 3(a) of the Agreement shall be determined in accordance with the table below as follows: $ [__________] 0% $ [__________] 10% $ [__________] 20% $ [__________] 30% $ [__________] 40% $ [__________] 50% $ [__________] 60% $ [__________] 70% $ [__________] 80% $ [__________] 90% $ [__________] 100% For actual EBITDA achievement results between two points in the preceding tables, the actual vesting eligibility percentage shall be determined on a straight-line bases between the two closest points based on the actual level of achievement of the EBITDA with the actual vesting eligibility percentage in each case rounded to the nearest two decimal places.