Performance Unit Awards. Each JDSU MSU Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Viavi MSU Award or a Holdings MSU Award as follows:
Performance Unit Awards. Subject to the terms and provisions of the Plan, Performance Unit Awards may be granted to one or more Participants upon such terms and conditions, and at any time and from time to time, as shall be determined by the Committee. A Performance Unit Award grants the Participant the right to receive a specified number of shares of Stock or a cash payment equal to the Fair Market Value (determined as of a specified date) of a specified number of shares of Stock depending on the satisfaction of any one or more Performance Goals during one or more Performance Periods as determined by the Committee. At the discretion of the Committee, the Award Agreement may provide for payment for vested Performance Unit Awards in cash, shares of Stock of equivalent cash value, or in a combination thereof.
Performance Unit Awards. At such time as the Compensation Committee determines, it shall establish and approve the performance goals and performance periods of the remaining three of the four tranches of five thousand (5,000) performance unit awards (the "Performance Unit Awards") granted to the Executive, the Compensation Committee having already approved the performance goals for the first five thousand (5,000) of such Performance Unit Awards. Such performance goals and performance periods shall be in accordance with the terms and conditions of the Company's 2005 Omnibus Incentive Plan, as the same may be amended from time to time (the "2005 Plan"), and subject to the terms and conditions of the Performance Unit Award Agreements to be executed by the Company and the Executive with respect to each Performance Unit Award. To the extent earned at the end of the applicable performance period, each Performance Unit Award described in this Section III.a will vest on the August 1st next following the end of the respective performance period, subject to the Executive's continued employment with the Company through the vesting date; provided, however, in no event shall the last such vesting date be later than August 1, 2017. All performance goals and performance periods of the Performance Unit Awards are subject to approval by the Compensation Committee. Nothing herein is intended to give the Executive the right to be employed by the Company in any capacity or for any duration of time. The Company reserves the right to terminate the Executive's employment at any time for any reason.
Performance Unit Awards. Performance Units that are awarded to a Participant shall have a Payment Value during a Performance Period determined on the basis of the performance of the Company over such Performance Period, in accordance with the applicable Payment Schedule. The Payment Schedule, Performance Period and Performance Criteria applicable to Performance Units are set forth in Exhibit I hereto. Except as may be otherwise set forth in the Plan or herein, no Performance Unit may be earned prior to the Measurement Date of the applicable Performance Period and then only to the extent set forth in the applicable Payment Schedule.
Performance Unit Awards. For purposes of your Performance Unit Awards granted to you under the Bxxxx Hxxxxx Incorporated 2002 Director & Officer Long-Term Incentive Plan (the “2002 D&O Plan”) in 2011, 2012 and 2013, you will be deemed to have “retired” (within /s/ PAR PAR the meaning of the Terms and Conditions applicable to the Performance Unit Awards) on the Anticipated Retirement Date so long as (1) you do not resign with an effective date of resignation that is prior to the Anticipated Retirement Date (or such earlier date as the Company may agree or is otherwise provided for herein) and (2) your employment with the Company is not terminated for Cause (as defined in the 2002 D&O Plan) prior to the Anticipated Retirement Date. Depending on the performance results achieved, you will be eligible to receive payouts under the 2011, 2012 and 2013 Performance Unit Awards based on actual results as defined in the terms and conditions of the Performance Unit Award Agreements provided with each grant of Performance Units in 2011, 2012 and 2013, prorated, as applicable, in accordance with the terms of the Performance Unit Award Agreements. You will not be eligible for a grant of a Performance Unit Award (or any other type of long-term incentive award as may be granted in lieu of Performance Unit Awards) during 2014.
Performance Unit Awards. With respect to Performance Unit Awards, in the event of a Participant’s termination of Continuous Service by the Company or any Affiliate without Cause or by the Participant for Good Reason, in either case, within 12 months following a Change in Control, all Performance Goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met as of the date of the Participant’s termination of Continuous Service. To the extent practicable, any actions taken by the Board under the immediately preceding clauses (a) and (b) will occur in a manner and at a time that allows affected Participants the ability to participate in the Change in Control with respect to the Class B Units subject to their Awards.
Performance Unit Awards. During the Employment Term, the Executive will be eligible to receive an annual award of Performance Units (as defined in the 2014 Plan). The maximum annual Performance Unit award to the Executive will be 250% of Base Salary, and each such award shall be subject to performance,vesting and other requirements specified by, or determined in accordance with, the 2014 Plan.
Performance Unit Awards. For purposes of your Performance Unit Awards previously granted to you under the 2002 D&O Plan, so long as (i) you do not resign with an effective date of resignation that is prior to the Anticipated Retirement Date (or such earlier date as the Company may agree or is otherwise provided for herein) and (ii) your employment with the Company is not terminated for Cause (as defined in the 2002 D&O Plan) prior to the Anticipated Retirement Date, you will receive payouts of the Performance Unit Awards on the March 2017 payment date specified in the related terms and conditions of the Performance Unit Award Agreement (the “XXXX”) based on actual performance results as defined in the terms and conditions of the XXXX, without any pro-ration due to the termination of your employment prior to the end of the applicable performance period.
Performance Unit Awards. As soon as reasonably practicable after the Effective Date, subject to the approval of of the Compensation Committee, the Executive shall be granted performance units under the SIP (the "Performance Units" and, together with the Initial Option and the Initial Restricted Stock, the "Initial Equity Awards") with the terms and conditions set forth below in this paragraph 3.6 and such other terms and conditions as the Compensation Committee shall approve. The Performance Units shall represent the opportunity to receive 80,000 Shares at the target level of performance, and 160,000 Shares at the maximum level of performance, with half of such amounts to be earned (or forfeited) based upon the Company's total shareholder return from the Effective Date through the second anniversary of the Effective Date and the remaining half to be earned (or forfeited) based upon the Company's total shareholder return from the Effective Date through the fourth anniversary thereof (these two periods being referred to as the "Performance Periods"), provided that the Executive remains employed by the Company through the end of the applicable Performance Period. If the Executive's employment is terminated in a Without Cause Termination or a Good Reason Termination before the end of either or both of the Performance Periods, he shall receive a pro-rata number of Shares, at the target level, in full settlement of the Performance Units for the incomplete Performance Period(s). If a Change of Control, as defined in the SIP, occurs during either or both of the Performance Periods, the Executive shall receive the maximum number of Shares in full settlement of the Performance Units for the incomplete Performance Period(s).
Performance Unit Awards. Your outstanding performance unit awards which you hold as of the Separation Date will be governed by the terms of the applicable Xxxxxx Equity Incentive Plan(s) and terms and conditions thereunder in effect at the time of grant. The performance unit awards for the Fiscal 2015-2017 and Fiscal 2016-2018 cycles granted to you will be immediately cancelled and forfeited on the Separation Date.
