Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.
Annual Cash Incentive Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a target value of not less than 70% of Base Salary.
Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.
Earn-Out Payment (a) The Parties intend for Seller and Buyer to operate and manage the Business after the Closing Date pursuant to the Operating Plan in substantially the form attached hereto as Exhibit J. In the event of any conflict between the Operating Plan and this Agreement, the terms of this Agreement shall control. Subject to the terms of this Section 2.6, Seller will be entitled to receive, as an earn out payment, an amount not to exceed Four Million Dollars ($4,000,000) in ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. cash (the “Earn Out Cash”) and 76,300 shares of in InPhonic Common Stock having a value of Two Million Dollars ($2,000,000) as of the Effective Date, (which number of shares was obtained by dividing (a) $2,000,000 by (b) the average closing market price for InPhonic’s Common Stock on the NASDAQ Stock Market (excluding after-hours trading) for the ten (10) day trading period preceding the Effective Date (the “Earn Out Stock”), (together, the Earn Out Cash and Earn Out Stock, the “Earn Out Payment”). In accordance with Section 2.6(b), the Earn Out Payment will be received by Seller in four quarterly installments over the course of the twelve month period beginning on the Effective Date and ending on December 31, 2005 (the “Measuring Period”) based upon the number of Activations (as defined herein below) achieved by Seller during the Measuring Period, provided that upon Seller earning the Earn Out Payment or any portion thereof, the portion of the Earn Out Payment shall be deemed “Held In Trust” for the Benefit of A1 Wireless USA, Inc.” while in the custody of the Escrow Agent, provided that there are not any indemnity claims by Buyer or the earned portion of the Earn Out Payment exceed the Indemnification Cap. For purposes of determining whether Seller is entitled to any Earn Out Payment during any Quarterly Measuring Period, on or before the tenth day following the end of each Quarterly Measuring Period, Buyer shall cause to be prepared and delivered to Seller a quarterly statement setting forth the actual number of Activations achieved (i) during the respective Quarterly Measuring Period and (ii) for each month of the Quarterly Measuring Period (each, a “Quarterly Activation Statement”). Each Quarterly Activation Statement will also set forth the amount, if any, of the Earn Out Payment due to Seller for such Quarterly Measuring Period, and the basis for Buyer’s calculation. If, within ten (10) days following receipt of any Quarterly Activation Statement, Seller has not given Buyer written notice of its objection to such Quarterly Activation Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection”), then such Quarterly Activation Statement shall be deemed accepted by Seller and will be used to determine whether Seller is entitled to any Earn Out Payment for that Quarterly Measuring Period. If Seller provides the Notice of Objection to Buyer, Seller and Buyer will have fifteen (15) days to resolve the dispute in good faith among themselves. If Seller and Buyer have not resolved their dispute within such fifteen (15) day period, then Seller and Buyer shall resolve their dispute in accordance with the Arbitration Procedures set forth in Section 2.6(f) below. During the 15-day period Seller shall have the right, and Buyer shall give access during this period, to inspect Buyer’s books and records used in connection with Buyer’s determination of the amounts due to Seller set forth in the Quarterly Activiation Statement.
Minimum Cash Balance Licensee shall fund the Facility Checking Account --------------------- with an initial amount equal to $25,000.00 and thereafter Licensee shall provide the working capital required by Section I(H) of this Agreement