Performance Shares. Capitalized terms used in this Section without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 50% x Target Performance Shares Equal to 2.4% 1 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
Appears in 1 contract
Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2018 and will continue through December 31, 2015 2020 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case (as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year) with the Company’s Net Revenues for the Baseline Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements for the year, adjusted to reflect the impact of new revenue recognition rules applicable in 2018). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 ): Greater Than or Equal to 5.0%Equal to % 2 x 50% x Target Performance Shares1 x 50% x Target Performance Shares Equal to 2.4% 1 0.75 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x a Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Equal to % 0.5 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus and the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
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Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2025, and will continue through December 31, 2015 2027 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Net Revenues (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC and Relative TSR performance measure measures described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 ): Greater Than or Equal to 5.0% Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to 2.4% 1 0.25 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5030% of the Target Performance Shares will be earned based on the Company’s average return on invested capital Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Equity Award Agreement Page | 3 Greater Than or Equal to 12.76% Equal to % 2 x 5030% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to 11.60% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to 10.44% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to 75th Percentile 2 x 20% x Target Performance Shares Equal to 50th Percentile 1 x 20% x Target Performance Shares Equal to 25th Percentile 0.5 x 20% x Target Performance Shares Less Than 25th Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. † Notwithstanding the formula set forth in the table, the Earnings Multiple shall be no greater than 1.25x if the Company’s TSR for the Performance Period is negative. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
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Performance Shares. Capitalized terms used You shall vest in this Section without definition have a pro-rated portion of the meanings Performance Shares earned during the three-year performance periods set forth under the terms of your Performance Share award agreements, which for each separate award of Performance Shares shall be the product of (1) the number of the earned Performance Shares (as determined based upon the provisions of your applicable Performance Share award agreements and after taking into account any decrease as a result of the Company’s compensation committee’s exercise of its negative discretion, as limited pursuant to this Agreement), and (2) a fraction, the numerator of which is the number of months of the applicable performance period which have elapsed since the first day of the applicable performance period to the end of the month in Appendix A. which the Termination Date occurs (which shall be eighteen for the February 13, 2015 grant of Performance Shares and six for the February 18, 2016 grant of Performance Shares) and the denominator of which is the total number of months in the applicable performance period (the “PSU Prorated Vesting”). The Employee payment of any vested and earned Performance Shares shall occur based upon the provisions of your Performance Share award agreements and appropriate taxes and deductions will be made. In addition, you shall be eligible to receive and vest in a cash payment with respect to each separate award of Performance Shares (each such payment, if any, shall collectively be referred to as provided in this Section 3 and Section 8 based on the “PSU Payment”) equal to (ai) the number fair market value of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) a share of the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based common stock on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing day the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 50% x Target Performance Shares Equal to 2.4% 1 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal compensation committee designates the number of Performance Shares earned in respect during the three-year performance period set forth under the terms of the Revenue Growth performance measure plus your applicable Performance Share award agreement to be payable, multiplied by (ii) the number of Earned Performance Shares earned (without taking into account the proration described in respect the preceding paragraph and as determined based upon the provisions of your applicable Performance Share award agreements and after taking into account any decrease as a result of the Average ROIC Company’s compensation committee’s exercise of its negative discretion, as limited pursuant to this Agreement) during the three-year performance measure. The maximum number period set forth under the terms of Earned your applicable Performance Shares Share award agreement, multiplied by a fraction, the numerator of which is 2x the number of Target months of the applicable performance period which occur during the applicable performance period following the month in which the Termination Date occurs and the denominator of which is the total number of months in the applicable performance period. The payment of any PSU Payments shall occur at the same time vested and earned Performance Shares are paid based upon the provisions of your corresponding Performance Share award agreements and appropriate taxes and deductions will be made. Negative Discretion: To the extent the Company’s compensation committee exercises its negative discretion to decrease (i) the number of Performance Shares earned during the three-year performance periods set forth under the terms of your Performance Share award agreements (ii) the amount of your 2016 annual bonus, or (iii) the amount of your long term award with a performance period beginning on January 1, 2014 and ending on December 31, 2016, the percentage decrease in any such amount or number shall be no greater than the smallest percentage decrease in the amount of the 2016 annual bonus or the long term award with a performance period beginning on January 1, 2014 and ending on December 31, 2016 or the smallest percentage decrease in the number of Performance Shares, as a result of the Company’s compensation committee’s exercise of its negative discretion, earned during the same performance period, as applicable, for any of the Company’s named executive officers (NEOs).
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Sources: Employment Termination Agreement (Republic Services, Inc.)
Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2024, and will continue through December 31, 2015 2026 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Net Revenues (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC and Relative TSR performance measure measures described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 ): Greater Than or Equal to 5.0% Equal to %………………………………... 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to 2.4% 1 0.25 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5030% of the Target Performance Shares will be earned based on the Company’s average return on invested capital Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Equity Award Agreement [Grant Date] Page | 3 Greater Than or Equal to 12.76% Equal to % …………………………... 2 x 5030% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to 11.60% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to 10.44% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to Percentile 2 x 20% x Target Performance Shares Equal to Percentile 1 x 20% x Target Performance Shares Equal to Percentile 0.5 x 20% x Target Performance Shares Less Than Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. † Notwithstanding the formula set forth in the table, the Earnings Multiple shall be no greater than 1.25x if the Company’s TSR for the Performance Period is negative. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
Appears in 1 contract
Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2015 and will continue through December 31, 2015 2017 (the “Performance Period”). 5040% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 5040% x Target Performance Shares Equal to 2.4% 1 x 5040% x Target Performance Shares Equal to % 0.5 x 40% x Target Performance Shares Less Than or Equal to 0% 0 x 5040% x a Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5035% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 5035% x Target Performance Shares Equal to 11.60% 1 x 5035% x Target Performance Shares Equal to % 0.5 x 35% x Target Performance Shares Less Than or Equal to 10.44% 0 x 5035% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The remaining 25% of the Target Performance Shares will be earned based on the Company’s total run rate savings (the “Total Invigorate Run Rate Savings”) from its Invigorate cost excellence program (“Invigorate”) during the Performance Period. After the Performance Period, the Total Invigorate Run Rate Savings will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Invigorate performance measure shall be based upon the following formula; provided, however, that the Compensation Committee in its discretion may determine that a lesser number of Earned Performance Shares will be issued: Greater Than or Equal to $ 2 x 25% x Target Performance Shares Equal to $ 1 x 25% x Target Performance Shares Equal to $ 0.5 x 25% x Target Performance Shares Less Than $ 0 x 25% x Target Performance Shares *The Earnings Multiple for Total Invigorate Run Rate Savings between the amounts designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Revenue Growth performance measure plus measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measuremeasure and the number of Earned Performance Shares earned in respect of the Invigorate performance measure (after taking into account the Compensation Committee’s exercise of negative discretion, if any). The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
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Performance Shares. Capitalized terms used in this Section without definition have In addition to the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on Exchange Shares, Puget will reserve additional shares of its Class B Convertible Preferred Stock (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) for potential future issuance to the CompanyGlades Group segment of NHC for redistribution among its employees, potentially including the Glades Securities Holders, based on their contributions to development of NHC’s performance business, in annual installments as follows:
A. The total number of Performance Shares shall be based on the sum of $200,000 divided by the last sales price therefor reported at the close of business during the Performance Period. Performance will be measured as of ten business days preceding the end of the performance period that began on January applicable year set forth below.
1, 2013 and will continue through . For the year ended December 31, 2015 2022, an amount equal to one half of the Performance Shares if Glades together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Post-Tax Profits of not less than $1,000,000; and
2. For the year ended December 31, 2023, an amount equal to one half of the Performance Shares if Glades together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Post-Tax Profits of not less than $2,000,000.
B. In the event that the foregoing Net, Post-Tax Profits (determined under the “Performance Period”)cash method of accounting in compliance with GAAP) are not attained during the time periods set, then:
1. 50If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are less than 33% of the Target required threshold during any subject 12 month period, the Performance Shares for such period will be forfeited;
2. If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are between 33% and 80% of the required threshold during any subject 12 month period, the Performance Shares for such period and the required threshold will be carried over to the next year, increasing both the aggregate threshold and the aggregate shares attainable for such year; and
3. If the Net, Post-Tax Profits (determined under the cash method of accounting in compliance with GAAP) are between 80% and 100% of the required threshold during the subject 12 month period, the Performance Shares for such period will be prorated.
C. In each of the foregoing instances, the holders of such securities may be granted piggyback registration rights (i.e., in the event that Puget files a registration statement for any of its securities, it will, on request, include the Performance Shares received facilitating their resale prior to the time otherwise applicable holding period would have expired); however, in such case, there likely to be contractual restrictions on sales as a condition to such registration.
D. The Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year issued as follows:
1. Within ten days after delivery of the Performance Period with Puget consolidated audit (including the CompanyGlades Group’s Net Revenues for the Baseline Year, in each case financial results as reported in the consolidated statements a segment of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and NHC) on which the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 50% x Target Performance Shares Equal to 2.4% 1 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on based, Puget will deliver to the CompanyGlades Group’s average return on invested capital (“Average ROIC”) during Attorney-in-Fact an original directive comprised of a cover letter to Puget’s transfer agent directing it to issue the Performance Period. After Shares called for at Puget’s expense, a corporate resolution authorizing and directing the issuance of the Performance PeriodShares and an opinion of counsel to Puget, directed to Puget’s transfer agent, authorizing the Average ROIC will be calculated and issuance of the number of Earned Performance Shares which the Glades Group’s Attorney-in-Fact will cause to be issued (subject delivered to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolatedPuget’s transfer agent.
2. The aggregate number Glades Securities Holders will thereupon allocate the Performance shares among the employees of Earned Performance Shares will equal its segment of NHC, possibly including the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance SharesGlades Securities Holders, as they shall have determined appropriate.
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Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 2021 and will continue through December 31, 2015 2023 (the “Performance Period”). 5035% of the Target Performance Shares will be earned based on the annual compounded revenue growth of Base Business Net Revenues (“Base Business Revenue Growth”) during the Performance Period, determined by comparing the Company’s Base Business Net Revenues for the Final Year of the Performance Period (as reported by the Company for the relevant year) with the Company’s Base Business Net Revenues for the Baseline Year, in each case Year (as reported in the consolidated statements of operations included in the Company’s audited financial statements by Company for the relevant year). After the Performance Period, Base Business Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Base Business Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the COVID-19 Net Revenue, Average ROIC ROIC, and Relative TSR performance measure measures described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 ): Greater Than or Equal to 5.0% Greater Than or Equal to % but Less Than or Equal to %…………………………………... 2 x 5035% x Target Performance Shares1 x 35% x Target Performance Shares Equal to 2.4% 1 0.25 x 5035% x Target Performance Shares Less Than or Equal to 0% 0 x 5035% x Target Performance Shares *The Earnings Multiple for Base Business Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 5015% of the Target Performance Shares will be earned based on the Company’s average return cumulative COVID-19 Net Revenue (as defined in Appendix A) during the Performance Period. After the Performance Period, the COVID-19 Net Revenue will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the COVID-19 Net Revenue performance measure shall be based upon the following formula: Greater Than or Equal to $ Equal to $………………………………… 2 x 15% x Target Performance Shares1 x 15% x Target Performance Shares Equal to $ 0.25 x 15% x Target Performance Shares Less Than $ 0 x 15% x Target Performance Shares *The Earnings Multiple for COVID-19 Net Revenue between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on invested capital the Company’s Average ROIC (“Average ROIC”as defined in Appendix A) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% Greater Than or Equal to % but Less Than or Equal to %…………………………... 2 x 5030% x Target Performance Shares1 x 30% x Target Performance Shares Equal to 11.60% 1 0.25 x 5030% x Target Performance Shares Less Than or Equal to 10.44% 0 x 5030% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The remaining 20% of the Target Performance Shares will be earned based on the Company’s Relative TSR (as defined in Appendix A) during the Performance Period. After the Performance Period, the Relative TSR will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 7 and withholding of taxes under Section 14) in respect of the Relative TSR performance measure shall be based upon the following formula: Greater Than or Equal to Percentile 2 x 20% x Target Performance Shares Equal to Percentile 1 x 20% x Target Performance Shares Equal to Percentile 0.5 x 20% x Target Performance Shares Less Than Percentile 0 x 20% x Target Performance Shares *The Earnings Multiple for Relative TSR between the percentiles designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the sum of the number of Performance Shares earned in respect of the Base Business Revenue Growth performance measure plus measure, the number of Performance Shares earned in respect of the COVID-19 Net Revenue performance measure, the number of Earned Performance Shares earned in respect of the Average ROIC performance measure and the number of Earned Performance Shares earned in respect of the Relative TSR performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
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Performance Shares. Capitalized terms used in this Section 3 without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 7 based on (a) the number of target performance shares indicated for the Employee at the Site (“Target Performance Shares”) and (b) the Company’s performance during the Performance Period. Performance will be measured as of the end of the performance period that began on January 1, 2013 and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, Section 3 being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0___% 2 x 50% x Target Performance Shares Equal to 2.4___% 1 x 50% x Target Performance Shares Less Than or Equal to 0___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 7 and withholding of taxes under Section 1514) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76___% 2 x 50% x Target Performance Shares Equal to 11.60___% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. Equity Award Agreement Exhibit 10.1 [Date] The aggregate number of Earned Performance Shares will equal the number of Performance Shares earned in respect of the Revenue Growth performance measure plus the number of Earned Performance Shares earned in respect of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Shares.
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Performance Shares. Capitalized terms used in this Section without definition have the meanings set forth in Appendix A. The Employee shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on (a) Subject to the number provisions of target performance shares indicated the Plan, the Committee shall (i) determine and designate from time to time those Key Employees or groups of Key Employees to whom Awards of Performance Shares are to be made, (ii) determine the Performance Period (the "Performance Period") and Performance Objectives (the "Performance Objectives") applicable to such Awards, (iii) determine the form of settlement of a Performance Share and (iv) generally determine the terms and conditions of each such Award. At any date, each Performance Share shall have a value equal to the Fair Market Value of a share of Stock at such date; provided that the Committee may limit the aggregate amount payable upon the settlement of any Award. The maximum award for the Employee at the Site (“Target any individual employee in any given year shall be 200,000 Performance Shares”) and .
(b) the Company’s performance during The Committee shall determine a Performance Period of not less than two nor more than five years. Performance Periods may overlap and Key Employees may participate simultaneously with respect to Performance Shares for which different Performance Periods are prescribed.
(c) The Committee shall determine the Performance PeriodObjectives of Awards of Performance Shares. Performance will be measured as Objectives may vary from Key Employee to Key Employee and between groups of the end of the performance period that began on January 1, 2013 Key Employees and will continue through December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon one or more of the following formula objective criteria, as the Committee deems appropriate, which may be (such Shares, and i) determined solely by reference to the Shares determined using the Average ROIC performance measure described below in this Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 50% x Target Performance Shares Equal to 2.4% 1 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned Company, any subsidiary or affiliate of the Company or any division or unit of any of the foregoing, or (ii) based on comparative performance of any one or more of the Company’s average following relative to other entities: (A) earnings per share, (B) return on equity, (C) cash flow, (D) return on total capital, (E) return on assets, (F) economic value added, (G) increase in surplus, (H) reductions in operating expenses, (I) increases in operating margins, (J) earnings before income taxes and depreciation, (K) total shareholder return, (L) return on invested capital capital, (“Average ROIC”M) cost reductions and savings, (N) earnings before interest, taxes, depreciation and amortization ("EDITDA"), (O) pre-tax operating income, (P) productivity improvements, or (Q) a Key Employee's attainment of personal objectives with respect to any of the foregoing criteria or other criteria such as growth and profitability, customer satisfaction, leadership effectiveness, business development, negotiating transactions and sales or developing long term business goals. If during the course of a Performance Period. After Period there shall occur significant events which the Committee expects to have a substantial effect on the applicable Performance Objectives during such period, the Committee may revise such Performance Objectives.
(d) At the beginning of a Performance Period, the Average ROIC will be calculated and the number Committee shall determine for each Key Employee or group of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal Key Employees the number of Performance Shares earned in respect or the percentage of Performance Shares which shall be paid to the Key Employee or member of the Revenue Growth performance measure plus group of Key Employees if the number applicable Performance Objectives are met in whole or in part.
(e) If a Key Employee terminates service with all Participating Companies during a Performance Period: (i) because of Earned death, (ii) because of Total Disability, (iii) solely in the case of a Key Employee with an original hire date with a Participating Company before January 1, 2002, because of his or her voluntary termination of employment due to Retirement, or (iv) under other circumstances where the Committee in its sole discretion finds that a waiver would be in the best interests of the Company; that Key Employee may, as determined by the Committee, be entitled to payment in settlement of such Performance Shares earned in respect at the end of the Average ROIC performance measure. The maximum number Performance Period based upon the extent to which the Performance Objectives were satisfied at the end of Earned such period and prorated for the portion of the Performance Period during which the Key Employee was employed by any Participating Company; provided, however, the Committee may provide for an earlier payment in settlement of such Performance Shares is 2x in such amount and under such terms and conditions as the number Committee deems appropriate or desirable. If a Key Employee terminates service with all Participating Companies during a Performance Period for any other reason, then such Key Employee shall not be entitled to any Award with respect to that Performance Period unless the Committee shall otherwise determine.
(f) Each Award of Target a Performance SharesShare shall be paid in whole shares of Stock, or cash, or a combination of Stock and cash either as a lump sum payment or in annual installments, all as the Committee shall determine, with payment to commence as soon as practicable after the end of the relevant Performance Period.
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Sources: Incentive Stock Plan (Hartford Financial Services Group Inc/De)
Performance Shares. Capitalized During the Employment Period, you will receive ------------------ performance shares (as defined in the Incentive Plan) of the Company's stock ("Performance Shares") pursuant to the Incentive Plan only in accordance with the following terms and conditions:
(i) You will receive a grant (the "2003 Performance Share Grant") of Performance Shares in 2003 in respect of a performance period beginning on January 1, 2003 and concluding on December 31, 2005, and you will receive a grant (the "2004 Performance Share Grant") of Performance Shares in 2004 in respect of a performance period beginning on January 1, 2004 and concluding on December 31, 2006. You will receive no further grants of Performance Shares. For each of the 2003 Performance Share Grant and the 2004 Performance Share Grant, you will receive a number of Performance Shares having a target value equal to (x) (i) $7,000,000 divided by (ii) the value of one share of the Company's stock on the date of grant of such Performance Shares multiplied by (y) a number less than one (determined in the sole discretion of the Compensation Committee consistent with the methodology used for other senior executives) designed to reflect the risk of forfeiture. For each performance period, the Compensation Committee will set target performance levels, the degree of achievement of which will determine the number of Performance Shares distributed to you at the end of such performance period (or, in the case of the 2003 Performance Share Grant, upon your termination of employment). The performance criteria for this Section without definition have the meanings set forth in Appendix A. The Employee purpose shall be eligible to receive and vest in Shares as provided in this Section 3 and Section 8 based on include (a) total shareholder return over the number period of target the performance shares indicated for the Employee at the Site (“Target Performance Shares”) cycle versus peer group performance, and (b) cumulative earnings per share growth over the period of the performance cycle.
(ii) You shall be fully vested in the 2003 Performance Share Grant if you remain continuously employed with the Company until December 31, 2005; provided, however, that you agree to defer distribution of any Performance Shares you earn pursuant to the 2003 Performance Share Grant until your termination of employment with the Company’s performance , and you acknowledge that during the Performance Period. Performance period of deferral your right to such shares will be measured as in no respect superior to the rights of general creditors of the Company. You shall be fully vested in the 2004 Performance Share Grant if you remain continuously employed with the Company until December 31, 2006. If, during any performance period, (A) your employment is terminated due to your death or Disability, then on the termination date you shall be fully vested in the right to receive a percentage of the Performance Shares to which you would have been entitled if you had continued your employment through the end of the performance period equal to the percentage of the performance period that began you were employed by the Company, or (B) your employment is terminated for any reason other than due to your death or Disability, you shall have no right to any Performance Shares with respect to such period, but the Committee, in its sole discretion, may award you a portion of the Performance Shares for such period if it deems such a partial award appropriate.
(iii) Any shares of Company stock acquired pursuant to distribution of the Performance Shares subject to the 2004 Performance Share Grant shall be subject to the following restrictions on January 1sale and transferability (except as limited below): With respect to the net amount of Performance Shares distributed to you pursuant to the 2004 Performance Share Grant, 2013 you will be immediately permitted to sell 25% of such net amount of Performance Shares, and you will continue through be required to retain the remaining net amount of Performance Shares in accordance with the following: you will be permitted to sell half of such remaining net amount of Performance Shares only on or after December 31, 2015 (the “Performance Period”). 50% of the Target Performance Shares 2007, and you will be earned based on permitted to sell the annual compounded revenue growth (“Revenue Growth”) during the Performance Period, determined by comparing the Company’s Net Revenues for the Final Year remaining half of the Performance Period with the Company’s Net Revenues for the Baseline Year, in each case as reported in the consolidated statements of operations included in the Company’s audited financial statements for the relevant year. After the Performance Period, Revenue Growth will be calculated and the number of Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Revenue Growth performance measure shall be based upon the following formula (such Shares, and the Shares determined using the Average ROIC performance measure described below in this Section, being “Earned Performance Shares”: Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to 5.0% 2 x 50% x Target Performance Shares Equal to 2.4% 1 x 50% x Target Performance Shares Less Than or Equal to 0% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC”) during the Performance Period. After the Performance Period, the Average ROIC will be calculated and the number of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding of taxes under Section 15) in respect of the Average ROIC performance measure shall be based upon the following formula: Greater Than or Equal to 12.76% 2 x 50% x Target Performance Shares Equal to 11.60% 1 x 50% x Target Performance Shares Less Than or Equal to 10.44% 0 x 50% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The aggregate number of Earned Performance Shares will equal the number net amount of Performance Shares earned in respect only on or after December 31, 2008. The foregoing restrictions on sale and transferability shall be limited by each of the Revenue Growth performance measure plus following: (x) you shall be permitted at any time to transfer shares to any one or more of your spouse, children, or grandchildren, one or more trusts for the primary benefit of you or any or all of them, or limited partnerships or other entities wholly-owned by you or any one or more of the other individuals or entities referred to in this clause (x), provided that such transferred shares shall be deemed to be held by you for purposes of the restrictions on sale and transfer under this Section 4(f)(iii), (y) the restrictions on sale and transfer shall not apply to any involuntary transfer or a transfer by operation of law, such as upon the consummation of a merger or in connection with a bankruptcy proceeding, and (z) the restrictions on sale and transfer shall automatically terminate upon your death or your Disability. Additionally, upon a termination of your employment by the Company without Cause or by you for Good Reason, the Company shall determine in good faith whether to waive the foregoing restrictions on sale and transferability, it being agreed that the Company will, in making such determination, operate under a presumption that such restrictions shall generally be waived. For purposes of this Section 4(f)(iii), the net amount of Performance Shares distributed to you in any distribution of Performance Shares shall equal (A) the gross number of Earned Performance Shares earned shares that you earn minus (B) any such shares which are not distributed to you in respect order to satisfy applicable tax withholding (or which are sold by you to reimburse yourself for any advance of the Average ROIC performance measure. The maximum number of Earned Performance Shares is 2x the number of Target Performance Sharesany such withholding).
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