PRSUs Sample Clauses

PRSUs. All PRSUs shall continue to vest on a time-basis under the vesting schedule in effect immediately prior to the Change in Control. As of the date of the Change in Control, the PRSUs shall be valued at the greater of one hundred percent (100%) of Target and actual performance as of the last day of the most recently completed quarter. If TCF terminates Executive’s Employment Without Cause or if Executive terminates Employment due to Good Reason within two (2) years following the Change in Control, subject to satisfaction of the Release requirements in Section 6(c)(i)(A), any unvested PRSUs automatically shall one hundred percent (100%) vest, with settlement to occur within seven (7) days thereafter.

PRSUs. The PRSUs constitute an unfunded and unsecured promise of the Company to deliver to the Participant, subject to the satisfaction of the vesting conditions set forth in Section 3 below and Exhibit A hereto and subject to the other terms and conditions of this Agreement and the Plan, that number of shares of Common Stock referenced by the PRSUs. Until such delivery, the Participant shall have the rights of a general unsecured creditor of the Company with respect to the PRSUs and shall not have any rights as a stockholder of the Company.

PRSUs. With respect to SITC PRSUs: (i) Determination of Earned Award. SITC PRSU awards outstanding immediately prior to the Distribution that are held by a SITC Participant or by a CURB Participant will be determined to have been earned as of the Distribution Date in an amount equal to the greater of (A) the number of SITC PRSUs that are earned based upon the achievement of the management objectives applicable to such SITC PRSUs measured as of the close of trading on the trading day immediately prior to the Distribution Date, and (B) 150% of the number of SITC PRSUs that would have been earned at target achievement for the performance period applicable to such SITC PRSUs. Such determination will be made by the SITC Compensation Committee in accordance with the applicable SITC Equity Plan. Any portion of a SITC PRSU award that is not earned as of the Distribution Date will be cancelled and forfeited. Such earned portion of the SITC PRSU awards will be adjusted for SITC Participants and CURB Participants as set forth in Sections 5.1(c)(ii) and (iii).

PRSUs. You have two outstanding performance-restricted stock units (“PRSUs”) (2011 and 2012). • 2011 Grant - Your 2011 Grant will be pro-rated based upon the completed months from January 1, 2011 to your Separation Date (32/36) and will settle, if at all, in 2014. • 2012 Grant - Your 2012 Grant will be pro-rated based upon the completed months from January 1, 2012 to your Separation Date (20/36) and will settle, if at all, in 2015. • You will not be eligible to receive a 2013 Long-Term Incentive Grant. Please see the equity plan brochure(s), your individual PRSU agreements and the 2010 Stock Incentive Plan for details. As a reminder, your equity arrangements may be subject to Avon's clawback and compensation recoupment policies. Initials JO

PRSUs. No later than March 15 of each calendar year during the Contract Period, provided that Executive is continuously employed by SITE Centers through the applicable date of grant, Executive shall be eligible to receive one or more grants of performance-based RSUs (or substantially similar awards) covering a “target” number of Shares (in the aggregate) equal to the quotient of (A) not less than $500,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades, the payout of which grant(s) will vary from 0% to 200% of the target award(s) based on achievement with respect to performance objectives established by the Committee, measured over, for each such award, a three-year performance period (the “PRSUs”); provided, however, that no less than 50% of the aggregate target PRSU award(s) for each such calendar year shall vest (from 0% to 200%) based on SITE Centers’ total shareholder return achievement relative to a peer group established by the Committee. Such PRSUs will be payable, if earned, after the expiration of the applicable performance period, and dividend equivalents credited with respect to such PRSUs will be deferred until (and paid in Shares contingent upon) the earning and vesting of such PRSUs.

PRSUs. Each annual grant of PRSUs will provide for a target grant of PRSUs with respect to 70,000 shares of MFA common stock (the “Target Award”). The PRSUs will vest based on MFA’s average total shareholder return (“Average MFA TSR”) for the three year performance period beginning on January 1 of the year of grant (the “TSR Performance Period”). The TSR Performance Periods are as follows: · January 1, 2014 through December 31, 2016 · January 1, 2015 through December 31, 2017 · January 1, 2016 through December 31, 2018 The PRSUs will vest on December 31 of the applicable TSR Performance Period, to the extent that the total shareholder return performance goal described below is achieved; provided that the Executive remains employed for the entire vesting period and subject to vesting as described in Sections 5(f) and 5(h) of the Agreement. Any unvested PRSUs shall be forfeited as of the date of Executive’s termination of employment, except as provided in Sections 5(f) and 5(h) of the Agreement. MFA’s Average MFA TSR will be compared to the Target TSR to determine whether and to what extent the PRSUs will vest. For purposes of each annual grant of PRSUs, the “Target TSR” is an 8% per annum simple cumulative return over the TSR Performance Period. Average MFA TSR for the vesting period shall be calculated as follows: · The Average MFA TSR for the Performance Period shall be the MFA TSR divided by 3.

PRSUs. The PRSUs (at target) corresponding to a particular vesting date set forth above are referred to as a “tranche.” The tranche of PRSUs corresponding to a particular vesting date above will vest only if the time and service-based vesting conditions set forth in this Section 2 are satisfied as to that vesting date and, if such condition is satisfied, the number of PRSUs (at target) in that tranche will be multiplied by the “Performance Achievement Percentage” (which will be between 50% and 150%) determined as of that vesting date in accordance with this Section 2(b) (as modified by Sections 2(c), (d), and (e), if and as applicable). Subject to Section 2(b)(iv), to the extent the Performance Achievement Percentage as to a particular tranche is determined to be less than full vesting of that tranche, any PRSUs in that tranche that could have become vested on that vesting date but do not vest (as a result of the Performance Achievement Percentage being less than full vesting) shall terminate and be forfeited as of such vesting date (regardless of whether the time and service-based vesting conditions are satisfied as to such PRSUs). (i) If both the Tangible Book Value Condition (as defined below) and the Company TSR Condition (as defined below) are satisfied with respect to a particular tranche, then the Performance Achievement Percentage for that tranche will be determined in accordance with clause (ii) below. If one or both of the Tangible Book Value Condition and the Company TSR Condition are not satisfied with respect to a particular tranche, then the Performance Achievement Percentage for that tranche will be 50%. For purposes of this Agreement, the “Tangible Book Value Condition” will be satisfied with respect to a particular tranche if, for the calendar year preceding the calendar year in which the vesting date applicable to that tranche occurs relative to the second calendar year preceding the calendar year in which the vesting date applicable to that tranche occurs, the Company’s tangible book value per share (calculated, as to an applicable year, in accordance with the Company’s standard methodology of dividing the Company’s total stockholders equity as of the end of that year by the Company’s number of actual issued and outstanding shares of common stock as of the end of that year) increased. For purposes of this Agreement, the “Company TSR Condition” will be satisfied with respect to a particular tranche if the Company’s TSR (as defined below) measure...

PRSUs. No PRSU (whether vested or unvested) shall be assumed or substituted by Holdco. At the Effective Time, each then outstanding PRSU shall, by virtue of the Merger, and without any further action on the part of the holder thereof, be cancelled and extinguished without payment of compensation therefor, except as provided by Section 4.3(d) with respect to any required deferred payment for PRSUs subject to Section 409A of the Code. From and after the Effective Time, there shall be no outstanding PRSUs. Common Shares acquired upon the settlement of PRSUs prior to the Effective Time shall be treated in the manner described in Section 4.1.

PRSUs. Executive shall receive a grant of PRSUs valued at $400,000.00 (Four Hundred Thousand Dollars) on the date of grant. The terms and conditions of this PRSU award are set forth in Exhibit B which is attached hereto and incorporated herein by reference.