Treatment of Performance Awards Sample Clauses

Treatment of Performance Awards. At the Effective Time, each Company performance-based restricted stock unit award, that is outstanding immediately prior to the Effective Time (each, a “Company Performance Award” and, collectively with the Company Options, Company Restricted Stock and Company Restricted Stock Units, the “Company Equity Awards”), shall be converted into that number of restricted stock units of Parent Common Stock (“Converted Performance Award”) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Performance Awards (provided, that if the performance period ends on or prior to the Effective Date, in accordance with the terms of any award agreement, this (A) shall equal the number of shares of Company Common Stock resulting from the achievement of the performance goals through the Effective Time) and (B) the Exchange Ratio. Any Converted Performance Awards issued pursuant to this Section 2.3(d) shall be subject to the same terms and conditions as were applicable to such Company Performance Award; provided, however, vesting provisions relating to achievement of performance targets shall be subject to revision, in the reasonable discretion of Parent, following the Closing in order to appropriately reflect the acquisition by Parent and changes to the business of the Company as a result thereof. Notwithstanding the foregoing, with respect to any Company Performance Award that vests and would otherwise be settled in accordance with the terms of such Company Performance Award upon the Effective Time, such Performance Award shall be cancelled at, the Effective Time (each, a “Cancelled Performance Award”), and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such Cancelled Performance Award, as soon as reasonably practicable after the Effective Time (or such later time as required by the applicable award agreement, any deferral agreement with respect to such Company Performance Award or as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code), an amount in cash, without interest and less any required withholding Taxes, equal to the product of (1) the Merger Consideration and (2) the number of shares of Company Common Stock subject to such Cancelled Performance Award in accordance with the terms of such award agreements.
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Treatment of Performance Awards. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or the holders of any Company Performance Awards, each performance award granted under the Company Equity Award Plan that is outstanding immediately prior to the Effective Time (a “Company Performance Award”) shall at the Effective Time, be cancelled and converted automatically into the right to receive, within sixty (60) days after the Effective Time, a cash payment (net of applicable tax withholding), equal to the amount that would be payable in respect of such Company Performance Award based on deemed performance achievement as specified in Section 2.2(c)(i) of the Company Disclosure Letter, and except as otherwise set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, pro-rated for any incomplete performance period, with such proration based on the number of completed calendar months elapsed during the performance period prior to the Effective Time.
Sample 1

Related to Treatment of Performance Awards

  • Payment of Performance Shares Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares, in cash, or in a combination of the two, as determined in the sole discretion of the Committee. Payment will be made as soon as practicable after the receipt of audited financial statements of the Corporation relating to the last fiscal year of the Performance Period and with respect to Covered Employees, the determination by the Committee of the level of attainment of the Management Objectives. Performance Shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming earned.

  • Grant of Performance Units Capital One hereby grants to you an award of Units with a Target Award, as indicated on the Grant Notice. The maximum payout for this award is 150% of the Target Award plus accrued dividends pursuant to Section 6. The Units shall vest and the underlying shares of common stock of Capital One, $.01 par value per share (such underlying shares, the “Shares”), shall be issuable only in accordance with the provisions of this Agreement and the Plan.

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • Grant of Performance Shares Pursuant to the provisions of the Plan and this Agreement, the Company on the Grant Date has granted and hereby evidences the grant to the Participant, subject to the terms and conditions set forth herein, in the Plan and the Addendum with Additional Country Specific Terms and Conditions attached as Exhibit A, all of which are made part of this Agreement, an award of <shares_awarded> Performance Shares (this “Award”).

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Award of Performance Stock Units The Company hereby grants to you, effective as of the Grant Date, an Award of Performance Stock Units for that number of Performance Stock Units communicated to you and set forth in the Company’s records (the “PSUs”), on the terms and conditions set forth in such communication, this Agreement and the Plan. Each PSU represents the right to receive one share of Stock, subject to the terms and conditions set forth herein.

  • Award of Performance Shares Subject to all terms and conditions of the Plan and this Agreement, the Company has awarded to the Employee on the date indicated on the Award Summary the number of Performance Shares (individually, the “PS”) as shown on the Award Summary. Notwithstanding anything herein to the contrary, only active Employees and those Employees on Short Term Disability Leave, Social Service Leave, Family Medical Leave or Paid Uniform Services Leave (pursuant to the Company’s Human Resources Policies) on the effective date of the award as shown on the Award Summary shall be eligible to receive the award.

  • Vesting of Performance Shares As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

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