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, 2025, and will continue through December 31, 2027 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded 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 (as reported by Company for the 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 measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on the Company’s 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 % Equal to % 2 x 30% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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, 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 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, 2025, 2013 and will continue through December 31, 2027 2015 (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 (Year, in each case as reported by Company 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 and Relative TSR performance measures measure described below in this Section 3 Section, being “Earned Performance Shares”): : Equity Award Agreement February 25, 2013 Page 3 Greater Than or Equal to % Equal to 5.0% 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to 2.4% 0.25 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. 30The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC (as defined in Appendix AROIC”) 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 % Equal to 12.76% 2 x 30% x Target Performance Shares 1 x 3050% x Target Performance Shares Equal to 11.60% 0.25 1 x 3050% x Target Performance Shares Less Than or Equal to 10.44% 0 x 3050% 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, measure plus 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 You shall vest in this Section 3 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, 2025, and will continue through December 31, 2027 (the “Performance Period”). 50% of the Target Performance Shares will be earned based common stock on the annual compounded growth of Net Revenues (“Revenue Growth”) during the Performance Period, determined by comparing day 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 (as reported by Company for the 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 measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on the Company’s 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 % Equal to % 2 x 30% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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 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 measureyour 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 and period set forth under the terms of your applicable Performance Share award agreement, multiplied by a fraction, the numerator of which is the number of Earned 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 respect any such amount or number shall be no greater than the smallest percentage decrease in the amount of the Relative TSR 2016 annual bonus or the long term award with a performance measure. The maximum number of Earned Performance Shares is 2x period beginning on January 1, 2014 and ending on December 31, 2016 or the smallest percentage decrease in the number of Target 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).
Appears in 1 contract
Sources: Employment Termination Agreement (Republic Services, Inc.)
Performance Shares. Capitalized You were granted a target award of 22,500 (pre-split) Performance Shares on July 22, 1996 under the 1996-98 Performance Share Plan. According to the terms used in this Section 3 without definition have of the meanings set forth in Appendix A. The Employee shall be eligible to receive Plan, shares will vest on a pro rata basis 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 paid following the end of the measurement period (12/31/98), provided the performance period that began criteria have been satisfied. As you will have been on January 1payroll during the entire 36-month measurement period, 2025you will vest in 100% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. You were granted a target award of 22,500 (pre-split) Performance Shares on July 21, 1997 under the 1997-99 Performance Share Plan. According to the terms of the Plan, shares will vest on a pro rata basis and will be paid following the end of the measurement period (12/31/99) provided the performance criteria have been satisfied. As you will have been on payroll during 24 months of the 36-month measurement period, you will vest in 66.7% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. You were granted a target award of 29,400 (post-split) Performance Shares on July 15, 1998, under the 1998-00 Performance Share Plan. According to the terms of the Plan, shares will vest on a pro rata basis and will be paid following the end of the measurement period (12/31/00), provided the performance criteria have been satisfied. As you will have been on payroll during 12 months of the 36-month measurement period, you will vest in 33.3% of the award you otherwise would have earned, if any, at the end of the measurement period. The actual number of shares awarded could exceed or be less than your target award based on the Company's performance. The payment of any award of performance shares is subject to the approval of the Compensation Committee. See Exhibit A for more detailed information concerning Performance Shares. Pension Benefit You are fully vested in your pension benefits . You will continue to accrue credited service and pensionable earnings under the Retirement Benefit Plan (RBP) and the Supplemental Executive Retirement Program (SERP) while you remain on payroll through December 31, 2027 (the “Performance Period”)1998. 50% You currently do not have an RBP or SERP Pension Benefit Election Form on file. Since you are within one year of the Target Performance Shares will be earned based on the annual compounded 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 (as reported by Company for the 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 measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on the Company’s Average ROIC (as defined in Appendix A) during the Performance Period. After the Performance Periodyour retirement date, the Average ROIC will be calculated and the number election of Earned Performance Shares to be issued (subject to vesting under Section 8 and withholding any form 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 % Equal to % 2 x 30% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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, 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.payment other
Appears in 1 contract
Sources: Retirement Agreement (Amr Corp)
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, 20252024, and will continue through December 31, 2027 2026 (the “Performance Period”). 50% of the Target Performance Shares will be earned based on the annual compounded 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 (as reported by Company for the 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 measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Equal to % %………………………………... 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on the Company’s 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 % Equal to % …………………………... 2 x 30% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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, 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, 2025, 2018 and will continue through December 31, 2027 2020 (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 in the Company 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 by Company 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 and Relative TSR performance measures measure described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % %Equal to % 2 x 50% x Target Performance Shares1 x 50% x Target Performance Shares 1 Equal to % 0.75 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 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. 30The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC (as defined in Appendix AROIC”) 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: Equity Award Agreement Page | 3 Greater Than or Equal to % Equal to % 2 x 30% x Target Performance Shares 1 x 3050% x Target Performance Shares Equal to % 0.25 1 x 3050% x Target Performance Shares Equal to % 0.5 x 50% x Target Performance Shares Less Than % 0 x 3050% 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, measure and 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 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, 2025, and will continue through . For the year ended December 31, 2027 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 growth of Net Revenues (“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 Puget consolidated audit (including the Glades Group’s financial results as reported by the Company for the relevant yeara segment of NHC) with the Company’s Net Revenues for the Baseline Year (as reported by Company for the year). After the Performance Period, Revenue Growth will be calculated and 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 and Relative TSR performance measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Equal to % 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to % 0.25 x 50% x Target Performance Shares Less Than % 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30% of the Target Performance Shares will be earned based on based, Puget will deliver to the CompanyGlades Group’s Average ROIC (as defined in Appendix A) 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: Equity Award Agreement Page | 3 Greater Than or Equal to % Equal to % 2 x 30% x Target Performance Shares 1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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 remaining 20% of the Target Performance Shares Glades Securities Holders will be earned based on the Company’s Relative TSR (as defined in Appendix A) during thereupon allocate the Performance Period. After shares among the Performance Periodemployees of its segment of NHC, possibly including 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 Glades Securities Holders, as they 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, 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 Shareshave 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, 2025, 2013 and will continue through December 31, 2027 2015 (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 (Year, in each case as reported by Company 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 and Relative TSR performance measures measure described below in this Section 3 being “Earned Performance Shares”): : Greater Than or Equal to % Equal to ___% 2 x 50% x Target Performance Shares 1 x 50% x Target Performance Shares Equal to ___% 0.25 1 x 50% x Target Performance Shares Less Than or Equal to ___% 0 x 50% x Target Performance Shares *The Earnings Multiple for Revenue Growth between the percentages designated in the above table will be interpolated. 30The remaining 50% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC (as defined in Appendix AROIC”) 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: Equity Award Agreement Page | 3 Greater Than or Equal to % Equal to ___% 2 x 30% x Target Performance Shares 1 x 3050% x Target Performance Shares Equal to ___% 0.25 1 x 3050% x Target Performance Shares Less Than or Equal to ___% 0 x 3050% 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. Equity Award Agreement Exhibit 10.1 [Date] 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, measure plus 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, 2025, 2015 and will continue through December 31, 2027 2017 (the “Performance Period”). 5040% 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 (Year, in each case as reported by Company 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 and Relative TSR performance measures measure described below in this Section 3 being “Earned Performance Shares”): : Greater Than or Equal to % Equal to % 2 x 50% x Target Performance Shares 1 x 5040% x Target Performance Shares Equal to % 0.25 1 x 5040% x Target Performance Shares Equal to % 0.5 x 40% x Target Performance Shares Less Than % 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. 3035% of the Target Performance Shares will be earned based on the Company’s average return on invested capital (“Average ROIC (as defined in Appendix AROIC”) 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: Equity Award Agreement Page | 3 Greater Than or Equal to % Equal to % 2 x 30% x Target Performance Shares 1 x 3035% x Target Performance Shares Equal to % 0.25 1 x 3035% x Target Performance Shares Equal to % 0.5 x 35% x Target Performance Shares Less Than % 0 x 3035% x Target Performance Shares *The Earnings Multiple for Average ROIC between the percentages designated in the above table will be interpolated. The remaining 2025% of the Target Performance Shares will be earned based on the Company’s Relative TSR total run rate savings (as defined in Appendix Athe “Total Invigorate Run Rate Savings”) from its Invigorate cost excellence program (“Invigorate”) during the Performance Period. After the Performance Period, the Relative TSR Total Invigorate Run Rate Savings 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 Relative TSR 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 75th Percentile $ 2 x 2025% x Target Performance Shares Equal to 50th Percentile $ 1 x 2025% x Target Performance Shares Equal to 25th Percentile $ 0.5 x 2025% x Target Performance Shares Less Than 25th Percentile $ 0 x 2025% x Target Performance Shares *The Earnings Multiple for Relative TSR Total Invigorate Run Rate Savings between the percentiles amounts 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, 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 Invigorate performance measuremeasure (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 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, 2025, 2021 and will continue through December 31, 2027 2023 (the “Performance Period”). 5035% of the Target Performance Shares will be earned based on the annual compounded 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 (as reported by Company for the 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 measures described below in this Section 3 being “Earned Performance Shares”): Greater Than or Equal to % Greater Than or Equal to % but Less Than or Equal to %…………………………………... 2 x 5035% x Target Performance Shares 1 Shares1 x 5035% x Target Performance Shares Equal to % 0.25 x 5035% x Target Performance Shares Less Than % 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. 15% of the Target Performance Shares will be earned based on the Company’s 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 the Company’s 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: Equity Award Agreement Page | 3 Greater Than or Equal to % Greater Than or Equal to % but Less Than or Equal to %…………………………... 2 x 30% x Target Performance Shares 1 Shares1 x 30% x Target Performance Shares Equal to % 0.25 x 30% x Target Performance Shares Less Than % 0 x 30% 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 7 and withholding of taxes under Section 1514) 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 Base Business Revenue Growth performance 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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