Cash Incentive Programs. (i) Executive will be eligible to participate in the Company’s cash incentive programs made available generally to senior executives of the Company, as in effect from time to time (any such incentive, a “Cash Incentive”), provided that the terms and conditions on which Executive participates in any such Cash Incentive program(s) shall be determined by the Board in its sole discretion. With respect to calendar year 2016, Executive will participate in an uncapped Cash Incentive program under which incentives are determined as a percentage of the Company’s Net Revenue (as defined below) for calendar year 2016, but only if the Company achieves the applicable Gross Managed Revenue (as defined below) targets for such calendar year, as follows: $500,000,000 or less 0.0000 % $600,000,000 0.0700 % $700,000,000 0.1200 % $800,000,000 0.1700 % $900,000,000 0.2200 % $1,000,000,000 or more 0.2400 % If the Company’s Gross Managed Revenue for calendar year 2016 exceeds $500,000,000, but falls between any two of the Gross Managed Revenue targets set forth above, then Executive’s Cash Incentive for calendar year 2016 (the “2016 Cash Incentive”) will be determined by straight-line interpolation between the Net Revenue percentages applicable to such Gross Managed Revenue targets.
(ii) Any 2016 Cash Incentive will be paid to Executive in quarterly installments during calendar year 2016, with actual payments made no later than sixty (60) days after the end of the relevant calendar quarter, subject to Executive’s continued employment with the Company through the end of such calendar quarter. Quarterly 2016 Cash Incentive installments will be earned during the applicable calendar quarter based on actual Gross Managed Revenue for such calendar quarter; provided, that the Company may, as determined by the Board in its sole discretion, pay quarterly amounts in excess of applicable Gross Managed Revenue attainment for the calendar quarter based on the Board’s good-faith estimate of annual Gross Managed Revenue (but, for the avoidance of doubt, the Company shall have no obligation to do so). If the Company pays any quarterly 2016 Cash Incentive in excess of the amount payable based on actual Gross Managed Revenue attainment for such calendar quarter, any such excess amount shall, to the extent determined by the Board, reduce the amount of any future quarterly installment as necessary to cause the actual annual amount of such Cash Incentive to correspond to the foregoing table. The Boa...
Cash Incentive Programs. SpinCo shall assume all Liabilities with respect to all cash incentive compensation, commissions or similar cash payments earned by or payable to SpinCo Employees for the year in which the Distribution Time occurs and thereafter. The Company shall retain all Liabilities with respect to any cash incentive compensation, commissions or similar cash payments earned by or payable to Company Employees for the year in which the Distribution Time occurs and thereafter.
Cash Incentive Programs. For any Fortive cash incentive or sales commission performance period that has not concluded as of the date on which the employment of the applicable Vontier Employees is transferred to Vontier (the “Open Incentive Obligations”), Vontier shall provide that each applicable Vontier Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such Vontier Employee under the corresponding Fortive incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted (if applicable) by the Compensation Committee of the Fortive Board of Directors to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid to the applicable Vontier Employees in respect of such applicable period be less than the Accrued Incentive Amount. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (i) Fortive shall not transfer assets in respect of the Accrued Incentive Amount or the Open Incentive Obligations and (ii) effective as of the date on which the employment of the applicable Vontier Employees is transferred to Vontier, Vontier shall assume all Liabilities and obligations in respect of the Accrued Incentive Amount and the Open Incentive Obligations.
Cash Incentive Programs. For any Xxxxxxx cash incentive or sales commission performance period that has not concluded as of the date on which the employment of the applicable Veralto Employees is transferred to Veralto (the “Open Incentive Obligations”), Veralto shall provide that each applicable Veralto Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment (and shall be paid by Veralto if earned) in accordance with the same terms and conditions as applied to such Veralto Employee under the corresponding Xxxxxxx incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted (if applicable) by the Compensation Committee of the Xxxxxxx Board of Directors to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid by Veralto to the applicable Veralto Employees in respect of such applicable period be less than the Accrued Incentive Amount. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (i) Xxxxxxx shall not transfer assets in respect of the Accrued Incentive Amount or the Open Incentive Obligations and (ii) effective as of the date on which the employment of the applicable Veralto Employees is transferred to Veralto, Veralto shall assume all Liabilities and obligations in respect of the Accrued Incentive Amount and the Open Incentive Obligations.
Cash Incentive Programs. Prior to or as soon as reasonably practicable following the Distribution Date, Worthington Steel shall, or shall cause another member of the Worthington Steel Group to, adopt, for the benefit of eligible Worthington Steel Employees, programs providing cash incentives, commissions, annual performance bonuses, or similar cash payments for the calendar year in which the Distribution Date occurs (the “Worthington Steel Cash Incentive Programs”) that are substantially similar to the applicable programs maintained by New Worthington for the benefit of such individuals prior to the Distribution Date (the “New Worthington Cash Incentive Programs”), provided that the applicable performance criteria may be adjusted in the discretion of the board of directors of Worthington Steel or the compensation committee thereof to reflect the transactions contemplated by the Separation Agreement. Following the Effective Time, Worthington Steel shall assume or retain, as applicable, responsibility for any and all payments, obligations and other Liabilities relating to (a) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has either earned (if not payable by its terms prior to the Distribution Date) or has become eligible to earn, in either case, as of the Effective Time, under the New Worthington Cash Incentive Programs, and (b) any amounts that any Worthington Steel Employee or any Former Worthington Steel Service Provider has earned or is eligible to earn under any Worthington Steel Benefit Arrangement(s) providing cash incentive compensation, commissions, annual performance bonus, or similar cash payments (including the Worthington Steel Cash Incentive Programs), and shall fully perform, pay and discharge the foregoing if and when such payments, obligations and/or other Liabilities become due. Following the Effective Time, the Worthington Steel Group shall be solely responsible for, and no member of the New Worthington Group shall have any obligation or Liability with respect to, any and all such amounts.
Cash Incentive Programs. Effective as of the Plan Transition Date, (i) Enovis shall cause ESAB to adopt the ESAB AIP, and (ii) Enovis and ESAB shall cause other members of the ESAB Group to adopt cash incentive compensation and sales commission plans and programs substantially similar to the Enovis and Enovis Group cash incentive compensation and sales commission plans and programs in which ESAB Employees participate. For any Enovis and Enovis Group cash incentive or sales commission measurement or performance period that has not ended as of the date on which the employment of applicable ESAB Employees is transferred to ESAB or any member of the ESAB Group (the “Open Incentive Obligations”), ESAB shall provide that each applicable ESAB Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such ESAB Employee under the corresponding Enovis or Enovis Group incentive or sales commission program as in effect immediately prior to the date of such employment transfer, as equitably adjusted (if applicable) by the Compensation Committee to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid to the applicable ESAB Employees in respect of such applicable period be less than the Accrued Incentive Amount. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (i) Enovis shall not transfer assets in respect of the Accrued Incentive Amount or the Open Incentive Obligations, and (ii) effective as of the date on which the employment of the applicable ESAB Employees is transferred to ESAB or members of the ESAB Group, ESAB shall assume all Liabilities and obligations in respect of the Accrued Incentive Amount and the Open Incentive Obligations.
Cash Incentive Programs. As soon as practicable following the date on which the employment of the SpinCo Employees is transferred to SpinCo, Parent shall transfer to SpinCo an amount in cash equal to the Accrued Incentive Amount. For the remainder of the applicable cash incentive or sales commission period in effect as of the date on which the transfer of such employment occurs, SpinCo shall provide that each SpinCo Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such SpinCo Employee under the corresponding Parent incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted by SpinCo to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid to the SpinCo Employees in respect of such applicable period be less than the Accrued Incentive Amount.
Cash Incentive Programs. As soon as practicable following the date on which the employment of the Fortive Employees is transferred to Fortive, Xxxxxxx shall transfer to Fortive an amount in cash equal to the Accrued Incentive Amount. For the remainder of the applicable cash incentive or sales commission period in effect as of the date on which the transfer of such employment occurs, Fortive shall provide that each Fortive Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such Fortive Employee under the corresponding Xxxxxxx incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted by Fortive to the extent necessary to reflect the transactions contemplated by the Separation and Distribution Agreement; provided that in no event shall the aggregate incentive amounts paid to the Fortive Employees in respect of such applicable period be less than the Accrued Incentive Amount.
Cash Incentive Programs. Prior to the Separation Effective Time, Everest shall transfer to Newco the Accrued Incentive Amount. For the remainder of the applicable cash incentive or sales commission period in effect as of the date on which the transfer of such employment occurs, and in addition to any applicable obligations under the Transfer Regulations or other applicable Legal Requirements, Athena and Newco shall provide that each applicable Transferred Newco Employee shall continue to be eligible to receive an annual and/or short-term cash incentive bonus or sales commission payment in accordance with similar terms and conditions (except with regard to any performance-related metrics) as applied to such Newco Employee under the corresponding Everest annual or short-term incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted by the Compensation Committee of the Board of Everest in consultation with Athena prior to the Separation Effective Time to the extent necessary to reflect the effect of the transactions contemplated by the Separation and Distribution Agreement and the Merger Agreement on the applicable performance metrics; provided that in no event shall the aggregate incentive amounts paid to the applicable Newco Employees in respect of such applicable period be less than the Accrued Incentive Amount; provided, further, that this provision is only effective to the extent that these annual and/or short-term cash incentive bonus or sales commission programs were established in the ordinary course of business consistent with past practice.
