Performance Option. If the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target” or “Annual Performance Target”) for the applicable given Fiscal Year, then the Performance Option shall be eligible to become vested and exercisable as to a percentage of the Shares subject to such Option at the end of each of the six Fiscal Years as follows:
Performance Option. The Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of either of the two immediately subsequent Fiscal Years if the applicable two- or three-year cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of either of the two immediately subsequent Fiscal Years with respect to a Fiscal Year completed no more than two years prior to the then completed Fiscal Years; provided that, in the event that an EBITDA Target is not achieved in either of Fiscal Years 2011 or 2012, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target or the applicable Cumulative EBITDA Target shall nevertheless vest and become exercisable at the end of either of the two immediately subsequent fiscal years of the Company if the budgeted EBITDA target set by the Board and the Committee in respect of such Fiscal Year of the Company is achieved and the excess over such budgeted amount is sufficient to satisfy the shortfall from Fiscal Year 2011 or 2012.
Performance Option. Subject to Section 7, the Option to purchase up to 34,577 of the Class A Shares subject to the Option (the “Performance Option”) shall be eligible to become vested and exercisable as set forth on Exhibit A, subject to the Employee’s continued employment on the applicable vesting date.
Performance Option. (i) The Performance Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the applicable division of the Company (“Applicable Division”) (as set forth on Exhibit A) of the Performance Targets established in respect of each Fiscal Year of the Applicable Division and set forth on Exhibit A attached hereto; provided, however, that such Option shall only become exercisable as to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, a “Tranche”) on December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Applicable Division does not achieve its Annual Performance Target for any given Fiscal Year (a “Missed Year”), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Applicable Division achieves the Cumulative Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date.
Performance Option. Except as provided in the immediately following sentence, no portion of the Performance Option that is not vested as of the date of a Termination of Employment, shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “Involuntary Termination Protected Period”) either (x) an Initial Public Offering occurs, or (y) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Option remains outstanding as of the last day of the Involuntary Termination Protected Period, it shall be forfeited immediately following the last day of the Involuntary Termination Protected Period. Any portion of the Performance Option that becomes vested pursuant to this Section 7(a)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.
Performance Option. Subject to Section 3.1(d)(ii) and so long as the Optionee continues to be Employed through the relevant vesting event, the Option shall, with respect to thirty-three and one-third percent (331/3%) of the Membership Units subject to the Option, become Earned based on the Company’s level of achievement of consolidated annual EBITDA for the Grant Year and thereafter become vested and exercisable based on elapsed time, in accordance with the terms set forth on Appendix B attached hereto (the “Performance Option”), such that the percentages of the portion of the Performance Option that has been Earned set forth in the table entitled Earned Performance Option Vesting Schedule on Appendix B attached hereto shall become vested and exercisable on each of the corresponding vesting dates set forth in such table; provided that, for the avoidance of doubt, no portion of the Performance Option shall become Earned (and thereby become eligible to become vested and exercisable), unless the Optionee remains Employed through the date on which the Committee determines that the applicable condition(s) to becoming Earned has been satisfied, in accordance with the terms set forth on Appendix B attached hereto.
Performance Option. The Performance Option shall become vested and exercisable as to 100% of the shares subject to such option on the eighth anniversary of the Grant Date; provided, however, that the exercisability of the Performance Option will be accelerated as to 20% of the shares of Common Stock subject to such Option at the end of each of the first five Fiscal Years occurring after the Grant Date, if and only if Holdco achieves both the EBITDA and Free Cash Flow performance targets set forth on Schedule A attached hereto (each, an “Annual Performance Target”). In the event that an Annual Performance Target is not achieved in a particular Fiscal Year, the vesting of the Performance Option shall accelerate if both Annual Performance Targets are achieved in any subsequent fiscal year, such that the Performance Option shall vest as if all prior Annual Performance Targets had been met.
Performance Option. The Performance Option shall be eligible to become vested and exercisable as to 20% of the Shares subject to such Option at the end of each of the five Fiscal Years if the Company, on a consolidated basis, achieves its annual EBITDA targets as set forth in Schedule A attached hereto (each an “EBITDA Target”) for the given Fiscal Year. Notwithstanding the foregoing, in the event that an EBITDA Target is not achieved in a particular Fiscal Year, then that portion of the Performance Option that was eligible to vest but failed to vest due to the Company’s failure to achieve its EBITDA Target shall nevertheless vest and become exercisable at the end of any subsequent Fiscal Years (or the 2012 Fiscal Year) if the cumulative EBITDA Target (each a “Cumulative EBITDA Target”) set forth on Schedule A attached hereto is achieved on a cumulative basis at the end of such Fiscal Year (or the 2012 Fiscal Year) with respect to all then completed Fiscal Years;
Performance Option. (A) The Performance Option shall become vested and exercisable as to 100% of the shares subject to such Option on ____________ __ , 20__ provided, however, that the vesting and exercisability of the Performance Option will be accelerated pursuant to the following schedule, if and only to the extent that the Company achieves the applicable annual performance targets for each of the Company’s Fiscal Years ______ through _____ set forth in the schedule attached hereto as Schedule A in respect of which the applicable percentage of the Performance Option may become vested and exercisable (each, an “Annual Performance Target”): Date Performance Option becomes Vested and Exercisable Cumulative Percentage of Performance Option that is Vested and Exercisable Last Day of Fiscal Year 200 25% Last Day of Fiscal Year 200 50% Last Day of Fiscal Year 200 75% Last Day of Fiscal Year 200 90% Last Day of Fiscal Year 200 100% In the event that an Annual Performance Target is not achieved in a particular Fiscal Year (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Cumulative Performance Targets (as set forth in Schedule A) applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and exercisable as of the end of the Fiscal Year in respect of which the Cumulative Performance Targets are achieved.
Performance Option. The Performance Option shall become vested and exercisable as follows: (x) with respect to 5% of the shares of Common Stock underlying such Performance Option, on the Grant Date; and (y) with respect to 19% of the shares of Common Stock underlying such Performance Options, for each of the five Fiscal Years ending after the Grant Date, starting with the 2007 Fiscal Year, on each of the five anniversaries of December 31, 2006, if and only if the Company achieves the Annual Performance Target set forth on Schedule A attached hereto for each such Fiscal Year.
