Grant of PSUs. In consideration of services rendered to the Company by the Participant, the Company has granted to the Participant, subject to the terms and conditions set forth herein and in the Company’s Stock Incentive Plan (the “Plan”), an award of performance-based stock units (individually, a “PSU” and collectively, the “PSUs”), representing the number of PSUs set forth under the Participant’s account in the Company’s third-party electronic stock administrative platform (the “Grant Summary”). The PSUs entitle the Participant to receive, upon and subject to the vesting of the PSUs (as described in Section 2 below), one share of common stock, $0.001 par value per share, of the Company (the “Common Stock”) for each PSU that vests. The shares of Common Stock that are issuable upon vesting of the PSUs are referred to herein as the “Shares”.
Grant of PSUs. For valuable consideration, receipt of which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware Corporation (the "Company"), hereby grants the target number (“Target Number”) of performance share units ("PSUs") listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms and conditions of the 2020 Company Second Amended and Restated Stock Incentive Plan (the "Plan"), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. The actual number of PSUs, if any, that the Participant will be eligible to earn with respect to this Agreement (the “Earned PSUs”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number multiplied by the applicable “Performance Multiplier” as defined in Exhibit A hereto. Each Earned PSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
Grant of PSUs. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the [[Team Member:Person]] the number of PSUs set forth in the Award Letter (the “Goal Payout”). The maximum number of Shares that may be earned is equal to 200% of the Goal Payout (the “Maximum Payout”). The number of Shares actually earned, if any, shall depend on the Company’s performance during the period comprised of the Company’s three consecutive fiscal years beginning with the first full fiscal year in which the Grant Date occurs (the “Performance Period”).
PSUs. The restrictions on any PSUs will lapse in accordance with the terms of their respective awards, contingent upon satisfying the performance conditions and other provisions set forth in such PSUs.
TSR PSUs. On the Grant Date, the Company will grant Executive performance-vesting restricted stock units for a number of shares at “target” level achievement to be determined by dividing $10,000,000 by the 30-Day Average rounded down to the nearest whole share (the “TSR PSUs”). The TSR PSUs shall vest subject to achievement of performance metrics as set forth in the award agreement governing their grant (the “TSR PSU Agreement”) and Executive’s continuous employment as the Company’s CEO or, if such transition occurs following the one-year anniversary of the Executive’s Start Date, Executive’s transition to, and continued employment in, the capacity of the Company’s Executive Chairman by mutual agreement between the Company and Executive (such CEO or Executive Chairman service being “Continuous CEO Service”) on such vesting dates (except as set forth in the TSR PSU Agreement). The TSR PSUs further will be subject to the form of award agreement previously presented to Executive.
Grant Type: Performance Stock Units ("PSUs")
General. The number of PSUs granted to the Participant, as specified in the Participant’s account under the 2018 Special PSU grant, is referred to as the “Target Number of PSUs.” The percentage of the Target Number of PSUs that shall vest will be based on Verizon’s annual average Return on Equity for the five-year period beginning August 1, 2018, and ending at the close of business on July 31, 2023 (the “Performance Period”). Notwithstanding paragraph 5(c), no portion of the Target Number of PSUs shall vest unless the Committee determines that Verizon’s average annual Return on Equity for the Performance Period is equal to or greater than 18%. If the Committee determines that Verizon’s average annual Return on Equity for the Performance Period is equal to or greater than 18%, the percentage of the Target Number of PSUs that shall vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of PSUs prior to the Vesting Date (defined in paragraph 5(c)) will equal the PSU Vested Percentage (as defined below). For example, if # the Participant is granted 1,000 PSUs, and # those PSUs are credited with an additional 200 PSUs as a result of DEUs paid prior to the Vesting Date, and # the PSU Vested Percentage is 50%, the Participant will vest in (1,000 PSUs + 200 PSUs from DEUs) times 50%, or 600 PSUs, which shall be payable in shares of Verizon common stock as described in paragraph 6.
In consideration of the grant of PSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as [Schedule B]. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in [Section 2.1], the Committee may, in its sole discretion, cancel the PSUs.
Regardless of any action the Company and/or your Employer take with respect to any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any Shares acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents and # do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the grant date and the date of any relevant taxable or withholding event, as applicable, you acknowledge that the Company and/or your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.
As a condition to receiving this grant of PSUs, the Participant has agreed to take, or to allow the Company to take, in its discretion, the foregoing actions to satisfy such Tax Related Items.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.