Performance-Based RSU definition

Performance-Based RSU shall have the meaning set forth in Section 5.4.2.

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Performance-Based RSU means a Company Restricted Stock Unit, the vesting of which is subject to performance-based criteria.

Performance-Based RSU means the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) subject to the terms of this Annex. Under the Agreement, the Company is awarding you the greatest number of whole Performance Based RSUs that is equal to or less than the quotient of (i) $500,000 divided by (ii) the average of the closing prices of the Company’s common stock as reported on the New York Stock Exchange Composite Tape on the 10 trading days immediately preceding May 18, 2005. The date of your award is May 18, 2005 (the “Grant Date”). To the extent that the Performance Based RSUs shall not have become vested on or before December 31, 2007 as provided in Section 1.2 of this Annex, such Performance Based RSUs shall be forfeited as of that date and you shall no further rights thereunder or hereunder; it being understood, however, that the actual determination as to whether such Performance Based RSUs shall vest on December 31, 2007 pursuant to Section 1.2 (a) will not be made until sometime in the first quarter of 2008 and that such determination shall be given effect as of December 31, 2007 for purposes of this Article I of this Agreement.

Examples of Performance-Based RSU in a sentence

• Subject to Sections 3 and 4, the Performance-Based RSU Shares shall vest on the Performance-Based Vesting Date, and the number of Earned Performance-Based RSU Shares shall be determined based on the performance of certain metrics during the Performance Period (as determined by the Committee) in accordance with the formula set forth on Attachment B.

• The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal (i) the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted under this Award, minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant.

• Further, the RSUs shall become an Earned Performance Shares as of the Earned Date upon the attainment of the pre-determined Performance Objectives set out in Targets 1 and 2 in Schedule C to the Performance-Based RSU Agreement.

• Notwithstanding any provision of the applicable award agreement, Timken will pay each such award held by a Bearings Employee or a Former Bearings Business Employee, and TimkenSteel will pay each such award held by a TimkenSteel Employee or a Former TimkenSteel Business Employee, in cash between January 1, 2016 and March 15, 2016 based on the Timken PRSU Price for each Timken Common Share earned with respect to such 2013 Performance-Based RSU.

• The Company shall deliver any Earned Performance-Based RSU Shares to the Participant as soon as practicable following the Performance-Based Vesting Date but in no event later than March 15, 2015.

More Definitions of Performance-Based RSU

Performance-Based RSU means that a certain performance level is required to receive all or a portion of the RSU grant. How the Company performs relative to the identified Performance Measures will determine what portion of Executive’s RSU grant is earned.

Performance-Based RSU means an RSU that is Performance-Based Compensation.

Performance-Based RSU means a RSU that vests in accordance with the performance conditions set forth in the applicable RSU Grant Agreement. The Committee may in its absolute discretion also additionally impose time-based vesting conditions on such Performance-Based RSUs, which shall be set forth in the RSU Grant Agreement. In addition, the Committee may, in its absolute discretion, adjust the performance conditions to some or all of the Performance-Based RSUs as set forth in the RSU Grant Agreement in the event of exceptional circumstances outside of management’s control which may materially affect the Group’s performance such that the Participants do not receive or suffer an undue advantage or disadvantage (as the case may be).

Performance-Based RSU means a RSU that vests in accordance with the performance conditions set forth in the applicable RSU Grant Agreement as may be varied or accelerated by the Committee at its sole discretion. The Committee may in its absolute discretion also additionally impose time-based vesting conditions on such Performance-Based RSUs, which shall be set forth in the RSU Grant Agreement. In addition, the Committee may, in its absolute discretion, adjust the performance conditions to some or all of the Performance-Based RSUs as set forth in the RSU Grant Agreement in the event of exceptional circumstances outside of management’s control which may materially affect the Group’s performance such that the Participants do not receive or suffer an undue advantage or disadvantage (as the case may be).

Performance-Based RSU means a Company Restricted Stock Unit, the vesting of which is subject to performance-based criteria. “Permits” has the meaning set forth in S ection 4.12(b).

Performance-Based RSU means an RSU granted pursuant to the terms and conditions of the 2010 Equity Plan that constitutes Performance-Based Compensation.

Performance-Based RSU means each Restricted Stock Unit which vests based, in whole or in part, upon any criteria other than solely by the continued employment of the holder thereof.