PSU Award. If there is a Change in Control (as defined in paragraph 6.c.i. below) before the close of the Performance Period, Employee is entitled to receive both i. and ii., as follows:
PSU Award. The Company hereby grants the Participant an Award of [ ] Performance Share Units (“PSUs”) subject to any adjustment upon vesting provided below. Each PSU represents the right to receive, upon vesting and the satisfaction of any required tax withholding obligation, one share of Common Stock, subject to adjustment as provided elsewhere in this Award Agreement. The actual number of the PSUs in which a Participant may ultimately vest shall be determined according to the rules specified in the Addendum to this Award Agreement.
PSU Award. Except as otherwise provided in Section 5, Earned PSUs will be paid within 2.5 months following the end of the Performance Period, minus any shares of Common Stock withheld for taxes pursuant to Section 4 below. Earned PSUs will be paid in the form of the nearest number of whole shares of Common Stock which is equal to or less than the Earned PSUs determined by the reference to the performance matrix specified in Section 2(a) above.
PSU Award. The PSU Award will vest on the last day of the PSU Performance Period based on the extent that the Performance Goals for the PSUs are achieved for the PSU Performance Period.
PSU Award. The Company grants to the Participant on the date set forth above (the “Date of Grant”) this Award consisting of the target number of PSUs set forth above (the “Target Award”) and giving the Participant the conditional right to receive, on the terms and conditions provided herein and in the Plan, one share of Stock with respect to each resulting PSU earned pursuant to this Award, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.
PSU Award. The Committee hereby grants [PSU_Shares] Performance Shares at “target” to the Awardee on the terms and conditions set forth herein. Each Performance Share represents an unfunded and unsecured promise of the Company to deliver a share of Stock to Awardee upon vesting, subject to the requirements set forth herein. The actual number of shares of Stock payable, if any, to the Awardee in settlement of the PSU Award will depend on whether and to the extent that performance goals established by the Committee are attained within the applicable Performance Period (as that term is defined in Section 3.3 herein) as described in Appendix I to this Award.
PSU Award. Fifty percent (50%) of the PSU Award is based upon achievement of core net income growth rate performance goals (“Net Income”) for the Performance Period, and fifty percent (50%) of the PSU Award is based upon achievement of return on invested capital performance goals (“ROIC”) for the Performance Period. Subject to Section 5 of this Agreement, at the end of the Performance Period, the Committee will evaluate the Company’s attained levels of performance with respect to Net Income and ROIC to determine the number of whole PSUs earned, if any, by Participant (the “Earned PSUs”). The Committee will determine Participant’s total Earned PSUs for such period by reference to the following performance matrix: PSU Award – Performance Goals Threshold Target Maximum Earned PSUs Payout Levels 50 % 100 % 200 % Net Income: 3-year compound annual growth rate -5 % 6 % 15 % ROIC: 3-year weighted average* 15 % 19 % 23 % *lowest-year ROIC weighted 20%, remaining years weighted 40% each If, at the end of the Performance Period, the threshold, target or maximum performance goal set forth in the performance matrix above has been attained for either or both of the Net Income or ROIC performance goals, Participant will vest in Earned PSUs as provided in the performance matrix set forth above. If the attained level of performance for either performance goal is between the threshold and target, or between the target and maximum, performance goals set forth in the performance matrix above, Earned PSUs for such performance goal will be determined on an interpolated basis.
PSU Award for the performance period beginning on January 1, 20__ and ending on December 31, 20__ (the “PSU Performance Period”), an award of _________ performance share units (“PSUs,” and such award, the “PSU Award”). Subject to the degree of attainment of the performance goals approved by the Committee and set forth on Schedule A hereto (the “Performance Goals”), Participant may earn from 0% to 200% of the PSUs;
PSU Award. PSU Earned Awards shall be paid as soon as practicable following the end of the Performance Period. PSU Earned Awards shall be paid in the form of the nearest number of whole shares of Common Stock which is equal to or less than the units determined by the reference to the matrix specified in paragraph 2(a) above. Subject to the withholding referred to in paragraph 4 herein, the Company shall deliver to Participant certificates issued in Participant’s name for the number of shares to be issued to Participant.
PSU Award. If there is a Change in Control (as defined in paragraph 6.c.i. below) before the close of the Performance Period, Employee is entitled to receive both i. and ii., as follows: i. For each half of the PSU Award, the result of an equation with a numerator of (x) the respective number of PSUs Employee would have otherwise received based upon achievement of the applicable Performance Goal after reducing the Performance Period so that it ends on the last day of the quarter preceding the Change in Control (the “Early Measurement Date”) and, for the Adjusted Free Cash Flow half of the PSU Award, after adjusting the Threshold, Target and Maximum Achievement Levels to reflect budgeted performance in the shorter Performance Period, multiplied by (y) a fraction equal to (1) the number of days occurring between the beginning of the Performance Period and the Early Measurement Date (including the Early Measurement Date) divided by (2) 1096. Payout of the PSUs shall be an immediate cash payment (in all events paid within 74 days following the Change in Control) equal to the number of PSUs earned under this paragraph 6.a. multiplied by the closing stock price of the Common Stock on the Early Measurement Date and will be accompanied by a cash payment of the associated Dividend Equivalents through the Early Measurement Date; and ii. As a substitute award for the lost opportunity to continue to earn PSUs for the entire length of the original Performance Period: 1. If the successor entity is a publicly traded company as of the Early Measurement Date, an award of restricted stock units in the successor entity equal to the number of shares of common stock of the 7 successor entity that could have been purchased on the Early Measurement Date with an amount of cash equal to the quotient obtained from the following equation: TAP X (1096 – EMD) x CP 1096 where
