Performance Share Agreement Sample Clauses

Performance Share Agreement. Each Award of Performance Shares shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Performance Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine.
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Performance Share Agreement. Performance Share awards shall be evidenced by an Agreement in the form prescribed by the Committee which shall set forth the amount or manner of determining the amount of the Performance Shares, the Performance Period, the Performance Target and any Minimum Target and such other terms and conditions as the Committee in its discretion deems appropriate. Performance Share awards shall be effective only upon execution of the applicable Performance Share Agreement on behalf of the Company by the Chief Executive Officer (if other than the President), the President or any Vice President, and by the Participant.
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Performance Share Agreement. The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.
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Performance Share Agreement. The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy, this Agreement shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.
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Performance Share Agreement. Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Recipient under the Plan if the Recipient works in one of the countries listed below. If the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working, is considered a resident of another country for local law purposes or if the Recipient transfers employment and/or residency between countries after the Award Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Recipient. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.
Sample 1
Performance Share Agreement. Performance Shares/ Nontransferability This Grant is an award of Performance Shares pursuant to which you may earn the number of shares of Stock set forth on the preceding cover page (“Cover Sheet”) based upon the Company’s performance over the Performance Period, and subject to the vesting conditions described below. Each Performance Share relates to one share of Stock. Your Performance Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may your Performance Shares be made subject to execution, attachment or similar process. Earning of Performance Shares; Vesting The Performance Shares are earned based upon the Earnings per Share of the Company over the Performance Period, as determined by the Company in accordance with generally accepted accounting principles, excluding extraordinary items and one-time charges, and reported on the applicable year-end financial statements of the Company. The highest aggregate number of shares of Stock that may be earned under this award is % of the Target Award. Performance Shares earned shall become vested provided that you continue in Service through the last day of the Performance Period. Except as otherwise provided, you will forfeit any Performance Shares granted hereunder if you terminate employment with the Company on or prior to the last day of the Performance Period. If your Service terminates as a result of your death or Disability, a proportion of the Performance Shares hereunder shall become vested upon the date of your termination of Service, determined by multiplying the number of Performance Shares earned at the conclusion of the Performance Period by a fraction, the numerator of which is the number of completed months of your Service during the Performance Period prior to your termination of Service and the denominator of which is thirty-six (36). In the event of a Corporate Transaction prior to the end of the Performance Period, you will be vested in Performance Shares as of the closing date of such transaction, based on the following calculation: the actual shares earned from the Performance Criteria and Payout Matrix on page 1 for all completed calendar years; plus the shares representing target level of performance earned from the Performance Criteria and Payout Matrix on page 1 for the balance of the Performance Period.
Sample 1
Performance Share Agreement. Performance Shares/ Transferability This grant is an award of performance shares, subject to the vesting conditions described below (the "Performance Shares"). Your Performance Shares may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Performance Shares be made subject to execution, attachment or similar process. Number of Performance Shares The number of Performance Shares that you may earn is based on the Company's achievement of the Performance Goals, as set forth on the cover sheet. You will not be entitled to any Performance Shares unless the minimum Performance Goal for the Performance Period (as set forth on the cover sheet) is met or exceeded. If, as a result of a material restatement of the Company's financial results for all or a portion of the Performance Period that occurs after the close of the Performance Period but prior to March 31, 2009 (a "Restatement"), the Company's XXX for the Performance Period (giving effect to the Restatement) differs from the Company's XXX for the Performance Period without giving effect to the Restatement, then the number of Performance Shares that you may earn shall be determined based on the Company's XXX giving effect to the Restatement. Vesting If the minimum Performance Goal is met, the number of Performance Shares indicated on the cover sheet for the level of Performance Goal achieved will be earned. However, earned Performance Shares are subject to forfeiture if your Service terminates prior to vesting according to the Vesting Schedule set forth on the cover sheet. No Performance Shares will vest after your Service has terminated for any reason.
Sample 1
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Performance Share Agreement. The LTIP and Other Agreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.
Sample 1

Related to Performance Share Agreement

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • 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. 

  • 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 Shares The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Restricted Stock Unit Award Subject to the terms and conditions of the Plan and this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units indicated in the Notice of Grant (the “RSUs”). Each RSU represents one notional Share.

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

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