Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with the Employer) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).
Performance-Based Options. Options to purchase the remaining 350,000 Option Shares (the APerformance Based Options@) shall vest, if at all, over a period of three years and five months commencing on January 31, 1999 and ending on June 30, 2002. The vesting schedule shall be based on four periods during which the APerformance Based Options@ shall vest and such periods are as follows: Period 1 - Commencing January 31, 1999, ending June 30, 1999. Period 2 - Commencing July 1, 1999, ending June 30, 2000. Period 3 - Commencing July 1, 2000, ending June 30, 2001. Period 4 - Commencing July 1, 2001, ending January 31, 2002.
Performance-Based Options. Any grant of an Option may specify Performance Objectives that must be achieved as a condition to the exercise of the Option. Each grant of an Option may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no portion of the Option will be exercisable and may set forth a formula for determining the portion of the Option to be exercisable if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
Performance-Based Options. The Committee may provide in the Option Grant Agreement that part or all of an Option granted under the XXX Share Plan is a Performance-Based Option. For the purposes of this plan, a “Performance-Based Option” shall mean an Option that vests in accordance with the performance conditions set forth in the applicable Option Grant Agreement. The Committee may in its absolute discretion also additionally impose time-based vesting conditions on such Performance-Based Options, which shall be set forth in the Option Grant Agreement. In addition, the Committee may, in its absolute discretion, adjust the performance conditions to some or all of the Performance-Based Options as set forth in the Option 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 Options. The Committee may provide in the Option Grant Agreement that part or all of an Option granted under the ESO Plan 2018 is a Performance-Based Option. For the purposes of this plan, a “Performance-Based Option” shall mean an Option that vests in accordance with the performance conditions set forth in the applicable Option 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 Options, which shall be set forth in the Option Grant Agreement. In addition, the Committee may, in its absolute discretion, adjust the performance conditions to some or all of the Performance-Based Options as set forth in the Option 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 Options. (i) Twenty-five percent (25%) of the Performance-Based Options shall become Vested Options on each Vesting Date, subject to the Optionee’s continued employment with the Company through the applicable Vesting Date and the achievement of the applicable EBIT performance target for the applicable fiscal year of the Company ending immediately prior to the applicable Vesting Date (each such fiscal year, a “Fiscal Year”, and each such EBIT performance target, an “
Performance-Based Options. 1,000,000 of such options will be performance-based options and will vest according to the following schedule. Executive understands and acknowledges that if the performance metrics for any given year are not met, then such options shall be forfeited and the Board is under no obligation to replenish such options. 500,000 will vest if the Company’s actual consolidated revenue for FY 2014, after excluding the effects of any Revenue Exclusions for such fiscal year, meets or exceeds the consolidated revenue goal established by the Board for the vesting of performance options, which goal will be based on the Company’s Board approved budget for such fiscal year; and 500,000 will vest if the Company’s actual Adjusted EBITDA for FY 2015, after excluding the effects of any Adjusted EBITDA Exclusions for such fiscal year, meets or exceeds the Adjusted EBITDA goal established by the Board for the vesting of performance options, which will be based on the Company’s Board-approved budget for such fiscal year; and Executive understands that, pursuant to the Plan, upon termination of his employment, he will only have ninety (90) days to exercise any vested portion of the Options. All Options awarded pursuant to this Section 3(d) will contain a provision in the Option Agreement that allows for immediate vesting of any unvested portion of the Options in the event of a change of control of INIV.
Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control transaction is above the Option Price per share of Common Stock of the Company, is below the value per share at which all of the options would be exercisable and is not equal to a value per share at which a specific part of the option becomes exercisable (each such values are hereinafter referred to as 'price targets'), a part of the option shall become exercisable equal to the number of additional Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control transaction exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until the end of the original term of the option without regard to any provision of the stock option providing for early termination of the option. The 'price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon ...
Performance-Based Options. Options which would otherwise become exercisable upon the attainment of a specified price of a Share of Common Stock of the Company shall become exercisable to the extent that the sales price in the Change in Control transaction satisfies the price targets set forth in the Option Agreement, without regard to the 20 consecutive day price maintenance requirement of the Option Agreement. In addition, to the extent that the sales price in the Change in Control is above $15.75 per share of Common Stock of the Company, is below $30 per share and is not equal to $18 or $24 per share ($15.75, $18, $24 and $30 are hereinafter referred to as `price targets'), a part of the Option shall become exercisable equal to the number of Shares which would have become exercisable had the sales price been at the next highest price target multiplied by a fraction the numerator of which shall equal the amount by which the sales price in the Change in Control exceeds the next lower price target and the denominator of which shall equal the amount by which the next highest price target exceeds the next lower price target. In addition to the above provisions for with respect to the exercisability of the stock option shares in the event of a Change in Control, the Stock Option Committee may in its sole discretion, waive any or all remaining higher stock option price targets and determine to make any or all of such remaining shares exercisable. Such stock options as become exercisable in accordance with the preceding provisions shall remain so exercisable until their expiration. The `price targets' referred to in the preceding paragraph will be adjusted for any stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization, spin-off, split-off, split-up or other such change in accordance with the provisions of Section 8 of the Stock Option Agreement between the Executive and the Company. In the event the proceeds from a sale or disposition of any of the Affiliates which the Company owns on the date of this Agreement are used to provide a dividend to the stockholders of the Company, then immediately upon the effective date of such sale or disposition the Company will cause the stock options granted to the Executive pursuant to the Option Plan to become immediately exercisable in the amounts described above and to remain exercisable in such amounts so that the Executiv...
Performance-Based Options. 20,000 of such Options will be performance-based options and will vest according to the following schedule. Executive understands and acknowledges that if any of the performance metrics are not met, then such Options shall be forfeited and the Board is under no obligation to replenish such Options. 5,000 shares will vest on the date on which the SEC declares an initial Registration Statement of the Company on Form S-1 as being “Effective”, or such other performance metric as may be established by the Compensation Committee and mutually agreed upon with the Executive; and 5,000 shares will vest on the date on which the Company consummates at least $15 million of aggregate equity financing from parties other than Samsung Venture Investment Company; Aspen Advanced Opportunity Fund, LP; XGS II, LLC or any of the existing shareholders of the Company as of the Effective Date, or such other performance metric as may be established by the Compensation Committee and mutually agreed upon with the Executive; and 5,000 shares will vest on the date on which the Company completes all of the development activities specified in the Joint Development Agreement that the Company contemplates entering into with Samsung SDI if such development activities are completed by December 31, 2015, or such other performance metric as may be established by the Compensation Committee and mutually agreed upon with the Executive; and
