Rosetta Stone 2014 Annual Report Download - page 130
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Vesting and payout levels upon achievement of each Performance Goal:
•Minimum = If the minimum threshold of each Performance Goal for the Program Period is achieved, then 50% of the
targeted amount under the Executive’s Award for both Performance Stock Awards and cash shall vest and become
payable.
•Target = If the target threshold of each Performance Goal for the Program Period is achieved, then 100% of the
targeted amount under the Executive’s Award for both Performance Stock Awards and cash shall vest and become
payable.
•Maximum = If the maximum threshold for each Performance Goal for the Program Period is achieved, then 200% of
the targeted amount under the Executive’s Award for both Performance Stock Awards and cash shall vest and
become payable.
Subject to the other requirements under this LTIP: (a) if only the Minimum threshold for one out of the three Performance
Goals has been achieved during the Program Period, then one third (1/3) of the 50% of the targeted amount under the
Executive’s Award for both Performance Stock Awards and cash shall vest and become payable; and (b) if only the
Minimum threshold for two out of the three Performance Goals has been achieved during the Program Period, then two
thirds (2/3) of the 50% of the targeted amount under the Executive’s Award for both Performance Stock Awards and cash
shall vest and become payable.
Achievement levels in between the performance thresholds of each Performance Goal will be interpolated to determine
vesting and payout amounts of Awards. The minimum vesting and payout amount of any Award can be zero. The
maximum payout for any Award granted under this LTIP is 200% of target Performance Awards and target cash.
After the completion of the Program Period but prior to any payment of any Award granted under this LTIP, the Committee
shall certify in writing the level of achievement, if any, of each Performance Goal. The Committee shall not increase any
amount of payment, whether in cash and/or Performance Stock Awards, payable under a Award granted under this LTIP.
All determinations under this LTIP, including, without limitation, as to the achievement of any Performance Goal, the number
of Performance Stock Awards to be granted, if any, and the amount of any cash to be paid, shall be determined by the
Committee in its sole discretion. All decisions by the Committee shall be final and binding.