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10-K
Champion Homes, Inc. · May 26, 4:15 PM ET
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Champion Homes, Inc. 10-K
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4
3. Vesting of PSUs
(a) With respect to the Peer Group TSR, which represents sixty percent (60%) of the PSU award, and other than as set forth in the final sentence of this Paragraph 3, no portion of the PSUs for Peer Group TSR performance shall become vested unless the TSR Percentile Rank is at or above the 25th percentile. If (i) the TSR Percentile Rank Performance Criteria described in the previous sentence has been met as of the Performance Period End Date, and (ii) the PSUs are eligible to vest pursuant to Section 3 of this Agreement, the number of PSUs that vest shall be equal to the number of PSUs multiplied by the “Applicable Percentage” set forth in the table below. In the event that TSR Percentile Rank falls between two of the percentiles listed in the table below, the Applicable Percentage shall be interpolated on a straight line basis and the percentage of the number of PSUs vested (subject to the satisfaction of the vesting eligibility criteria set forth in Section 3 of this Agreement) shall be based on such interpolated percentage. If TSR Percentile Rank is at or above the 80th percentile, the Applicable Percentage shall be 200%.
(b) With respect to the SFC Market Share, which represents forty percent (40%) of the PSU award and other than as set forth in the final sentence of this Paragraph 3, no portion of the PSUs for SFC Market Share performance shall become vested unless the SFC Market Share is at or above 2.50%. If (i) the SFC Market Share described in the previous sentence has been met as of the Performance Period End Date, and (ii) the PSUs are eligible to vest pursuant to Section 3 of this Agreement, the number of PSUs that vest shall be equal to the number of PSUs multiplied by the “Applicable Percentage” set forth in the table below. In the event that SFC Market Share falls between two of the percentiles listed in the table below, the Applicable Percentage shall be interpolated on a straight line basis and the percentage of the number of PSUs vested (subject to the satisfaction of the vesting eligibility criteria set forth in Section 3 of this Agreement) shall be based on such interpolated percentage. If SFC Market Share is at or above 3.00%, the Applicable Percentage shall be 200%.
(c) Notwithstanding anything in this Paragraph 3 to the contrary, (i) while the Participant remains Employed the PSUs shall vest upon a Change in Control, at the greater of one hundred percent (100%) or performance measured as of the close of the month prior to the effective date of the Change in Control, and (ii) the Qualifying PSUs shall vest upon a Change in Control that occurs prior to the one-year anniversary of the Qualifying Termination described in the final sentence of Section 3(b) of this Agreement.
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