Adjusted EBITDA Based RSUs Sample Clauses

Adjusted EBITDA Based RSUs. 1. An aggregate of 250,000 RSUs shall be Adjusted EBITDA Based RSUs which may be earned based on the Company’s achievement of EBITDA Targets (as defined) and shall vest as described below. The Executive shall have the ability to earn 62,500 RSUs with respect to each of the calendar years 2021 through 2024 based on the Company achieving its annual Adjusted EBITDA targets (consistent with the Company’s STIP) (each target, the “EBITDA Target"), provided, however, that pro-ration of this award will begin upon achievement of 70% of the annual “Target” STIP budget, as adjusted. a. For each year in which the Committee determines that management has exceeded the STIP Target, such excess EBITDA will be applied to the subsequent year in determining whether Executive has met the subsequent year’s EBITDA target for EBIDTA-based RSUs. i. For the avoidance of doubt, in the event the Executive earns less than 100% of the EBITDA Based RSUs in a year and the Company exceeds the EBITDA Target in the next year, the excess EBITDA may be applied retrospectively once during the term of the contract to make up the prior year’s earnout, upon written notice by the Executive to the Company, within ninety (90) days of the Board’s determination of Target achievement for the subsequent year. 2. Determination as to the Adjusted EBITDA for each fiscal year from 2020 through 2024 shall be made by the Board or the Compensation Committee not later than 30 days following the date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission with respect to such fiscal year. 3. To the extent that the Executive earns Adjusted EBITDA Based RSUs for the fiscal years 2021 and 2022, such RSUs shall vest on December 31, 2022. To the extent that the Executive has earned Adjusted EBITDA Based RSUs for each of the fiscal years 2023 and 2024, such RSUs shall vest on December 31 of such years. 4. Vesting in the case of death or a Change in Control shall be treated in accordance with subsection (b) of this Section 6.
Sample 1
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Adjusted EBITDA Based RSUs. (i) any Adjusted EBITDA Based RSUs that the Executive earned with respect to any fiscal year prior to the date of his death but which the Executive has not already received, and (ii) at end of year of death, such percentage of 25,000 Adjusted EBITDA Based RSUs, pro-rated based on the number of days he lived in the year of his death divided by 365, based upon the Company achieving its EBITDA targets for the year.
Sample 1
Adjusted EBITDA Based RSUs. (i) any Adjusted EBITDA Based RSUs that the Executive earned for each full completed year 2020 and 2021 prior to the Change in Control, (ii) 50,000 additional Adjusted EBITDA Based RSUs, and (iii) a percentage of 50,000 Adjusted EBITDA Based RSUs pro-rated based on the number of days prior to the Change in Control during such year divided by 365; and
Sample 1
Adjusted EBITDA Based RSUs a. Subject to stockholder approval as set forth in Section 22 below, the Company shall grant the Executive one hundred and twenty-five thousand (125,000) Adjusted EBITDA Based RSUs. Half of the Adjusted EBITDA Based RSUs (62,500) may be earned in 2025 and the remaining half in 2026 based on the Company’s achievement of annual Adjusted EBITDA Targets (as defined and consistent with the STI program) and threshold performance levels set by the Compensation Committee for 2025 and 2026. b. The 2025 Adjusted EBITDA Based RSUs shall vest, if earned, on December 31, 2025 and the 2026 portion will vest, if earned, on December 31, 2026. c. The terms and conditions of these awards shall be subject to the terms of the 2023 omnibus equity plan and an award agreement approved by the Compensation Committee.
Sample 1
Adjusted EBITDA Based RSUs. An aggregate of 125,000 RSUs shall be Adjusted EBITDA Based RSUs which may be earned based on the Company’s achievement of EBITDA Targets on the same terms as set forth in Section 6a2 of this Agreement, including the pro-ration clause under Section 6a2i and the rollover of excess Adjusted EBITDA to a later year under Section 6a2ia; provided, however, that (i) the Executive shall have the ability to earn 41,666 RSUs with respect to the 2025 fiscal year ; an additional 41,666 RSUs with respect to the 2026 fiscal year and 41,667 RSUs with respect to the 2027 fiscal year based on the Company achieving its corresponding annual Adjusted EBITDA targets and (ii) the Executive shall vest in any earned Adjusted EBITDA Based RSUs for a fiscal year by being employed until the end of such year. For the avoidance of doubt, determination of Adjusted EBITDA for 2025 through 2027 shall be made by the Board or the Compensation Committee not later than 30 days following the date the Company files its Annual Report on Form 10-K with the Securities and Exchange Commission with respect to such fiscal year.
Sample 1
Adjusted EBITDA Based RSUs. 1. An aggregate of 100,000 RSUs (25% per year) shall be Adjusted EBITDA Based RSUs, which may be earned 25,000 per calendar year based on the Company’s achievement of annual Adjusted EBITDA Targets (as defined and consistent with the STI program) and threshold performance levels set each year by the Compensation Committee for the years 2020-2023. 2. The performance levels for the 2020 portion of the Adjusted EBITDA Based RSUs are 80% of Adjusted EBITDA Target pays no shares increasing linearly to 100% of Adjusted EBITDA Target pays 100% of 2020 portion. 3. The 2020-2022 Adjusted EBITDA Based RSUs shall vest, if earned, on December 31, 2022 and the 2023 portion will vest, if earned, on December 31, 2023. 4. Vesting in the case of death or a Change in Control shall be treated in accordance with subsection (c) of this Section 6.
Sample 1
Adjusted EBITDA Based RSUs. Any Adjusted EBITDA Based RSUs that the Executive earned for each fully completed year prior to the Change in Control Event, and (ii) 25,000; and (iii) either (x) a percentage of 25,000 Adjusted EBITDA Based RSUs, pro-rated based on the number of days prior to the Change in Control Event during such year divided by 365 should such Event occur before December 31, 2022 OR (y) 0 should such Event occur in 2023.
Sample 1
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Related to Adjusted EBITDA Based RSUs

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Ongoing Performance Measures The Department intends to use performance-reporting tools in order to measure the performance of Contractor(s). These tools will include the Contractor Performance Survey (Exhibit H), to be completed by Customers on a quarterly basis. Such measures will allow the Department to better track Vendor performance through the term of the Contract(s) and ensure that Contractor(s) consistently provide quality services to the State and its Customers. The Department reserves the right to modify the Contractor Performance Survey document and introduce additional performance-reporting tools as they are developed, including online tools (e.g. tools within MFMP or on the Department's website).

  • Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.

  • 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.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Performance Measure Grantee will adhere to the performance measures requirements documented in

  • Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6. (b) If the Operator does not comply with the Operator Performance Level then the Access Holder must pay to QR Network the amount determined in accordance with Schedule 5 as part of the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following QR Network becoming entitled to that amount. Where there is no next Billing Period, the Operator must pay such amount to QR Network within fourteen (14) days after receipt of a Tax Invoice from QR Network. (c) If QR Network does not comply with the QR Network Performance Level then QR Network will credit to the Access Holder the amount determined in accordance with Schedule 5 by way of a deduction from the invoice issued by QR Network for Access Charges and other charges for the Billing Period immediately following the Access Holder becoming entitled to that amount. Where there is no next Billing Period, QR Network must pay such amount to the Access Holder within fourteen (14) days after receipt of a Tax Invoice from the Access Holder. (d) The Parties must, if requested by either Party, meet to review the Performance Levels subject to such review not occurring within six (6) Months after the Commitment Date or any previous review of the Performance Levels. If either Party notifies the other that it considers that the Performance Levels are no longer appropriate, the Parties may agree on varied Performance Levels and any associated variations to the Agreement including the Base Access Charges and the Train Service Description. If the Parties are unable to agree to such variations, then the existing Performance Levels shall continue to apply unless varied by QR Network in accordance with the provisions of Clause 5.6(e). (e) In the event that the Access Holder and/or the Operator (i) does not comply in any material respect with the Train Service Description; and (ii) the Access Holder fails to demonstrate to the reasonable satisfaction of QR Network when requested to do so, that the Access Holder will consistently comply with the Train Service Description for the remainder of the Term then, following consultation with the Access Holder, QR Network will be entitled to: (iii) vary the Train Service Description to a level it reasonably expects to be achievable by the Access Holder for the remainder of the Term having regard to the extent of previous compliance with the Train Service Description (ignoring, for the purpose of assessing previous compliance, any non-compliance to the extent that the non-compliance was attributable to a Railway Operator (other than the Access Holder) or to QR Network); and (iv) vary the Agreement (including, without limitation, the Operator Performance Level and the Base Access Charges) to reflect the impact of the change in the Train Service Description. (f) The Access Holder shall be entitled to dispute any variation proposed by QR Network pursuant to Clause 5.6(e) and such dispute will be referred to an expert for resolution in accordance with Clause 17.3.

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