PSP Clause Samples

PSP. In the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period.

PSP. Awards granted under the PSP will vest and become exercisable, conditionally on the Effective Date, to the extent determined by the Consort Remuneration Committee in accordance with the terms of the PSP, with any options remaining exercisable from the date of the Offer for a period of one calendar month following the Effective Date. Any holding period will not apply in the circumstances of vesting and exercise of PSP awards in connection with the Offer.

PSP. The Bidders acknowledge that the extent to which Awards outstanding under the PSP vest on the date of the Scheme Order in connection with the Transaction is to be determined solely by the Target Remuneration Committee, in accordance with the rules of the PSP but subject always to paragraph 21.

PSP. PSP," when immediately preceded by "Southern," means the Southern Performance Sharing Plan, a defined contribution plan. When immediately preceded by "Southern Energy," "PSP" means the performance sharing plan, if any, to be established by Southern Energy pursuant to Sections 2.02 and 4.03 that corresponds to the Southern Performance Sharing Plan.

PSP. In the PSP at an opportunity equal to 300% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period. The applicable percentage for Executive’s current 2018-2020 PSP award shall be prorated, with this increased percentage effective as of January 1, 2019.

PSP. Effective as of the Group Status Change Date, Southern Energy may, at its discretion, establish, or cause to be established, a trust, which is intended to be qualified under Code Section 401(a), exempt from taxation under Code Section 501(a)(1), and forming the Southern Energy PSP. Such Southern Energy PSP, if established, shall be comparable to the Southern PSP. Upon the mutual agreement of Southern and Southern Energy, the Southern Energy PSP shall accept asset transfers from the Southern PSP. Notwithstanding the foregoing, it is Southern Energy's intent that no action will cause a Southern Energy employee to lose his or her unvested right to an account balance in the Southern PSP.

PSP. All unpaid awards in the PSP and all performance objectives shall be deemed fully earned (fully earned performance objectives mean that 100% of the target award amount under the PSP shall have been earned). No later than 30 days following the Termination Date, the Company shall pay the Employee (in one lump sum cash payment and in lieu of the benefit otherwise provided under the PSP) an amount determined as follows: (A) two and one-half times the number of shares (or share equivalents) represented by the unpaid awards under the PSP, as determined in accordance with the provisions of the PSP, times the price of a share of Company Stock in the transaction that is the Change in Control Event (or, if the Change in Control Event is an exchange of Company Stock for a stock (or a combination of cash and stock) of another company, the value of what was exchanged for the Company Stock in such Change in Control Event) (“Company Stock Value”), or, if greater, (B) two and one-half times the average of the amounts of the last three awards granted and paid to the Employee immediately preceding the Employee’s Termination Date.

PSP. Bidco acknowledges that the extent to which Awards outstanding under the PSP vest or become exercisable (as applicable) at the date of the Scheme Order in connection with the Transaction is to be determined solely by, in the case of Awards granted to executive directors of Merlin, the Merlin Remuneration Committee, and in other cases, any committee or body authorised to operate the PSP, in accordance with the rules of the PSP.

PSP. Takeda acknowledges that awards granted under the PSP that take the form of SARs will (to the extent not already exercised) remain exercisable for 12 months following the Sanction Date (or the Unconditional Date, as applicable) unless they lapse earlier in accordance with their terms.