Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A).
Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date shown below and compliance with, and subject to, the terms and conditions of this Award Agreement, the PSUs will be eligible to vest as follows on the “Vesting Date” indicated below: Tranche Performance Period Percentage of Target Number of PSUs Granted Vesting Date 1 1/1/2015 – 12/31/2015 One-third (33 1/3%) 12/31/15 2 1/1/2015 – 12/31/2016 One-third (33 1/3%) 12/31/16 3 1/1/2015 – 12/31/2017 One-third (33 1/3%) 12/31/17 Except as otherwise provided in Section (C) or (D) below, the actual number of Shares, if any, that vest on each Vesting Date (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the applicable “Performance Period” (as defined and set forth in Exhibit A). As soon as administratively practicable following each Vesting Date but subject to Section (B)(2) below, the Committee shall certify the level of Performance Measures attained (each such date, a “Determination Date”). For each Performance Period, any PSUs that are eligible to vest with respect to such Performance Period but do not vest based on achievement of the Performance Measures shall be forfeited as of the applicable Vesting Date.
Vesting and Settlement of PSUs. Except as otherwise provided in Section 5 and 6 of this Agreement, the PSUs will vest and become nonforfeitable on the date in the year immediately following the end of the Performance Period that the Committee certifies the level of achievement of the Performance Goals in accordance with Section 3.2 (the “PSU Vesting Date”), subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A, and (b) the Participant’s Continuous Service from the Grant Date through the PSU Vesting Date. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A and shall be rounded to the nearest whole PSU. All determinations of whether Performance Goals have been achieved, the number of PSUs earned by the Participant, and all other matters related to this Agreement shall be made by the Committee in its sole discretion. The Company shall deliver to the Participant (or the Participant’s survivors) the shares of Common Stock applicable to the earned PSUs as soon as practicable thereafter in accordance with this Agreement and in all events such shares of Common Stock shall be delivered by the date which is two and one-half months following the close of the calendar year in which such vesting occurs (the “Settlement Date”). If the Participant ceases continuous service for any reason between the PSU Vesting Date and the Settlement Date, the Participant (or the Participant’s estate in the event of Participant’s death) shall still be entitled to receipt of the Shares of common stock covered by this Agreement upon the Settlement Date.
Vesting and Settlement of PSUs
