Performance-Based Vesting. At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.
Performance-Based Vesting. Following the end of each Measurement Year, on the Measurement Date, the number of Performance Units set forth above that are identified above as first being eligible to vest for that Measurement Year (the "Eligible Performance Units") shall be eligible to vest. On each Measurement Date, 50% of the Eligible Performance Units with respect to the prior Measurement Year shall become Vested Units if at least 90% of the annual EBITDA target amount was met for the prior Measurement Year. If more than 90% of the annual EBITDA target amount was met for the prior Measurement Year, then the Eligible Performance Units with respect to the prior Measurement Year shall become Vested Units on a straight line basis such that an additional 5% of Eligible Performance Units shall become Vested Units for each 1% that actual EBITDA exceeds 90% of the annual EBITDA target amount.
Performance-Based Vesting. Subject to Section C, certain of the Restricted Units shall be subject to performance-based vesting in accordance with Section (B)(i) (the “TSR Performance-Based Units”), Section (B)(ii) (the “Recurrent Consumer Spending Performance-Based Units”), and Section (B)(iii) (the “IP Performance-Based Units,” and together with the TSR Performance-Based Units and the Recurrent Consumer Spending Performance-Based Units, the “Performance-Based Units”).
Performance-Based Vesting. The number of restricted stock units that vest based on Company performance and are issued as Common Stock shall be determined using the table found in Appendix B.
Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting condition under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall vest (i.e., satisfy the performance-based vesting conditions) as follows:
Performance-Based Vesting. Upon vesting under the terms and conditions of the Plan and this Agreement, each Relative Performance-Based RSU represents the right to receive from the Company a maximum of one-and-a-half shares of Common Stock, free of any restrictions except as otherwise provided in the Plan or this Agreement, and all amounts, securities, and property notionally credited to the Award Recipient’s Account with respect to such Relative Performance-Based RSU.
Performance-Based Vesting. A portion of the Option equal to 7,750 shares of each class of Common Stock (the “Performance-Vested Option”) shall vest and become exercisable as provided below; provided, that the Participant has not experienced a Termination prior to such date.
Performance-Based Vesting. Subject to the provision on Termination of Service below and to Section 2(b)(iii) below, the PSUs covered by this Award that will vest and become free of restrictions on the Performance Vesting Date will be calculated as set forth on Annex A attached hereto. The calculation provided on Annex A may allow for the partial or full vesting of this Award based upon the level of achievement of the Performance Objectives.
Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2009 (the “2009 AOP”) meets at least 50% of the ATG Adjusted Operating Profit Goal for 2009 defined below, (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performanc...
Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “Performance Factor”) (and, accordingly, the number of Restricted Shares subject to this Award), based on the scoring and adjustment provisions set forth in the Appendix. If the Performance Factor is less than 200%, then the number of Restricted Shares that exceeds the Performance Factor shall be immediately forfeited on the Determination Date, and only the number of Shares correlating to the Performance Factor shall be deemed outstanding and shall be considered Restricted Shares for purposes of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion or as otherwise provided in this Section 3, vesting of the Restricted Shares is contingent on the achievement of the Performance Goal within the Performance Period and your continued employment with the Company or an Affiliate through the Vesting Date. Except as otherwise provided in Section 3(a)(ii) – (iv), if your employment with the Company or an Affiliate terminates at any time before the Vesting Date, the Restricted Shares shall be immediately forfeited.
