PERFORMANCE SHARE UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has approved a grant to you of an award of Performance Share Units as designated herein subject to the terms, conditions and restrictions set forth in this Agreement. The target number of Performance Share Units and the kind of shares deliverable in settlement, the calculation of total revenues (net of foreign exchange) and non-GAAP operating margin, and other terms and conditions of the Performance Share Units are subject to adjustment in accordance with Section 11 hereof and Plan Section 11(c).
PERFORMANCE SHARE UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has granted to you the opportunity to earn the 2013 Performance Share Units as designated herein subject to the terms, conditions and restrictions set forth in this Agreement. In addition, the Committee hereby indicates its intention to grant to you the opportunity to earn the 2014 Performance Share Units and the 2015 Performance Share Units for the 2013-2015 performance cycle and subject to this Agreement; such grants shall become effective only at such time as the Committee has specified the Minimum Performance Condition (if the Minimum Performance Condition is applicable to you) and the Performance Goal for those Performance Share Units (by March 30 of the relevant Performance Year), except as otherwise provided in this Section 1 and in Sections 6(a) and 6(b). The target number of each tranche of Performance Share Units and the kind of shares deliverable in settlement, the calculation of earnings per share as a Performance Goal, and other terms and conditions of the Performance Share Units are subject to adjustment in accordance with Section 11 hereof and Plan Section 11(c). In the event of a Change in Control, you will become legally entitled to have the grant of Performance Share Units specified hereunder become effective (i) for the Performance Year in effect at the date of the Change in Control, at the time of the Change in Control (if the grant was not previously effective) if you were employed by the Company or a subsidiary or affiliate immediately before the Change in Control, and (ii) for any Performance Year beginning after the year in which the Change in Control occurred, at the beginning of such Performance Year if you remain so employed at that time. In each case relating to Performance Share Units the grant of which is effective at or following a Change in Control, the Minimum Performance Condition and the Performance Goal for such Performance Share Units shall be reasonably achievable and not more difficult to achieve in relation to the Company’s budget for that Performance Year than the Minimum Performance Condition and the Performance Goal for any earlier Performance Year was in relation to the budget for that earlier Performance Year.
PERFORMANCE SHARE UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has granted to you an award of Performance Share Units as designated herein subject to the terms, conditions and restrictions set forth in this Agreement. The target number of Performance Share Units and the kind of shares deliverable in settlement, the calculation of earnings per share, and other terms and conditions of the Performance Share Units are subject to adjustment in accordance with Section 11 hereof and Plan Section 11(c).
PERFORMANCE SHARE UNITS AWARD. (a) The aggregate target amount of Performance Share Units set forth above is allocated among three performance measures, which, except as expressly set forth below, will vest subject to your continued service through the Performance Period and the attainment of performance goals as follows and as set forth on Exhibit A
PERFORMANCE SHARE UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has approved a grant to you of the Award as designated herein as of the Award Date, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each PSU shall represent the conditional right to receive, upon settlement of the PSU, one share of Xxxxxxx-Xxxxx Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the PSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash. As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries or affiliates for the entire Restricted Period or such lesser period as the Committee shall determine in its sole discretion, and no PSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (“Non-Competition and Non-Solicitation Agreement and Company Right to Injunctive Relief, Damages, Recission, Forfeiture and Other Remedies”) hereof for the applicable periods specified therein, and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration.
PERFORMANCE SHARE UNITS AWARD. (a) The aggregate target amount of Performance Share Units set forth above is allocated among [three –for GEB Members] [two – for Senior Leaders] performance measures, which, except as expressly set forth below, will vest subject to your continued service through the Performance Period and the attainment of performance goals as follows and as set forth on Exhibit A.
