CASH-BASED AWARDS. The Committee may, in its sole discretion, grant Cash-Based Awards to any Participant in such number or amount and upon such terms, and subject to such conditions, as the Committee shall determine at the time of grant and specify in an applicable Award Agreement. The Committee shall determine the maximum duration of the Cash-Based Award, the amount of cash which may be payable pursuant to the Cash-Based Award, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Committee shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Committee. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as the Committee determines.
CASH-BASED AWARDS. The maximum aggregate amount awarded with respect to Cash-Based Awards made in any Fiscal Year to any one Participant shall not exceed $5,000,000.
CASH-BASED AWARDS. Subject to the provisions of the 2008 Plan, the Committee will be permitted to grant to participants awards that are unrelated to the Company’s common stock. The Committee will be permitted to determine the amounts and terms and conditions of any such awards.
CASH-BASED AWARDS. At the Effective Time, each performance-based cash award granted prior to January 1, 2023 pursuant to the Company Stock Plan, whether vested or unvested, representing the right to receive cash payments, whether subject to performance-based vesting requirements or time-based vesting requirements (each, a “Pre-2023 Company Performance Cash Award”), that is outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically become fully vested and be canceled in exchange for the right to receive, at the Effective Time and in full satisfaction of the Company’s obligations with respect to such Pre-2023 Company Performance Cash Award, an amount in cash (subject to any applicable withholding Taxes) equal to the aggregate cash amount payable pursuant to such Pre-2023 Company Performance Cash Award based on achievement of the performance criteria set forth in the applicable award agreement at the greater of the target level and the actual level of performance achieved immediately prior to the Effective Time. Each performance-based cash award granted on or after January 1, 2023 pursuant to the Company Stock Plan, whether vested or unvested, representing the right to receive cash payments, whether subject to performance-based vesting requirements or time-based vesting requirements, that is outstanding immediately prior to the Effective Time, shall continue in accordance with its terms.
CASH-BASED AWARDS. The Company reserves the right to substitute, in its discretion, awards payable in cash for the stock option and Share awards described in Sections 6(b), (c) and (d) above. Such cash awards (i) shall be in the form of stock appreciation rights (in the case of stock option grants) or restricted share units (in the case of Share awards) of equal value as the stock options or Share awards they are being substituted for, (ii) shall have vesting schedules no less advantageous to Executive as the stock options or Share awards they are being substituted for, and (iii) shall provide for payment of such restricted share unit awards to Executive immediately upon vesting. Any award granted pursuant to this Section 6(e) shall hereinafter be referred to as a Cash-Based Award.
CASH-BASED AWARDS. Subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee shall determine, subject to limitations under applicable law. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award Agreements.
CASH-BASED AWARDS. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.
CASH-BASED AWARDS. The maximum aggregate payment (determined at the end of any applicable performance period) with respect to Cash-Based Awards to any one Participant in any one calendar year shall be $1,000,000.
CASH-BASED AWARDS. Notwithstanding the provisions of (A) above, if an outstanding Cash-Based Award remains subject to performance criteria, then upon one of the events in subsection (A) above, a proportion of the Award shall become vested and payable, equal to the proportion of the time completed through the date of the applicable event to the performance measurement period for the Award, with target performance level deemed to be achieved as of the date of the applicable event. In the event an Award was originally scheduled without a designated target performance level (e.g., a single performance level or minimum and maximum performance levels), then the performance level that, if met, would have resulted in the least number of shares becoming vested shall be treated as the target level. However, in the event of one of the events in subsection (A) above during the final year of a performance period, if an outstanding Cash-Based Award remains subject to performance criteria, then a proportion of the amount subject to such an Award may become vested and nonforfeitable if the performance measures are met, based on actual performance as measured at the end of the performance measurement period. The proportion of the amount that shall become vested if the performance criteria is met is equal to the proportion of the time completed through the date on which such event occurs to the performance measurement period for the Award. [Example: Award granted on December 31, 2005 with performance measurement period ending December 31, 2008; Participant dies on July 1, 2008; performance is measured at end of 2008, and if met, Participant’s estate shall receive 30/36 of the Cash-Based Award at level determined by the performance achieved.]
CASH-BASED AWARDS. When the Committee awards Cash-Based Awards hereunder, the Committee shall prepare (or cause to be prepared) a Cash-Based Award Agreement or other document(s) that specifies the following terms:
(A) the name of the Participant;
(B) the amount or range of amounts of the Cash-Based Award;
(C) the period over which performance is to be measured, which may be of a short-term or long-term duration;
(D) the specific performance goals based on Performance Measures upon satisfaction of which the Cash-Based Award is to become vested and payable to the Participant; and
(E) the date as of which the Committee awarded the Cash-Based Award.
