Certification and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financial statements for the final year of the Performance Period, the Company shall calculate the Dollar Target Award Payment payable to Recipient. This calculation shall be submitted to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment based on circumstances relating to the performance of the Company or Recipient. Without limiting the generality of the foregoing, if at any time during the Performance Period Recipient’s base pay is reduced or Recipient is assigned a different title, job or set of responsibilities resulting in a decrease in Recipient’s level of responsibility for the Company (any such reduction in base pay or assignment resulting in a decrease in Recipient’s level of responsibility for the Company, a “Demotion”), the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment. Recipient acknowledges and agrees that, in the event the Committee reduces or eliminates the calculated Dollar Target Award Payment in connection with any Demotion occurring during the Performance Period, the Company intends for such reduction or elimination to constitute the “proration” of Recipient’s Dollar Target Award with respect to such Demotion described in Plan-related documents prepared by the Company and delivered to Recipient; and that, in connection with any Demotion, in the event of any inconsistency between the “proration” provisions of any such Plan-related documents and the provisions of this Agreement, the provisions of this Agreement shall control. The Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the level of Cumulative Revenue and Cumulative EPS attained by the Company and the Dollar Target Award Payment (if any) payable to Recipient. The Recipient shall receive the Dollar Target Award Payment so certified, subject to applicable tax withholding, in cash on August 15, 20__. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of all or any portion of the Dollar Target Award Payment pursuant to the terms of the Company’s Deferred Compensation Plan (a “Deferral Election”), payment of all or such portion of the Dollar Target Award Payment so deferred shall be made in accordance with the terms of the Deferred Compensation Plan and the Deferral Election.
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Samples: Incentive Award Agreement, Incentive Award Agreement (Nike Inc)
Certification and Payment. As soon as practicable _________________________ following the completion of the audit of the Company’s 's consolidated financial statements for the final year of the Performance Period, the Company shall calculate the Dollar Target Award Payment payable to Recipient. This calculation shall be submitted to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment based on circumstances relating to the performance of the Company or Recipient. Without limiting the generality of the foregoing, if at any time during the Performance Period Recipient’s 's base pay is reduced or Recipient is assigned a different title, job or set of responsibilities resulting in a decrease in Recipient’s 's level of responsibility for the Company (any such reduction in base pay or assignment resulting in a decrease in Recipient’s 's level of responsibility for the Company, a “"Demotion”"), the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment. Recipient acknowledges and agrees that, in the event the Committee reduces or eliminates the calculated Dollar Target Award Payment in connection with any Demotion occurring during the Performance Period, the Company intends for such reduction or elimination to constitute the “"proration” " of Recipient’s 's Dollar Target Award with respect to such Demotion described in Plan-Plan- related documents prepared by the Company and delivered to RecipientParticipant; and that, in connection with any Demotion, in the event of any inconsistency between the “"proration” " provisions of any such Plan-Plan- related documents and the provisions of this Agreement, the provisions of this Agreement shall control. The Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the level of Cumulative Revenue and Cumulative EPS attained by the Company and the Dollar Target Award Payment (if any) payable to Recipient. The Recipient shall receive A portion of the Dollar Target Award Payment so certified, subject which portion shall be equal to applicable the required tax withholding amount on the Dollar Target Award Payment, shall be payable in cash and shall be used to satisfy such required tax withholding, as provided in cash Section 5 below. The Recipient may elect to receive the balance of the Dollar Target Award Payment (the "Dollar Target Award Payment Balance") in either (a) cash, (b) shares of Class B Common Stock of the Company ("Performance Shares") valued at the closing price of the Class B Common Stock as reported by the New York Stock Exchange on August 15, 20__, or (c) a specified percentage in cash and a specified percentage in Performance Shares. The Recipient's election regarding the form of payment (the "Election") must be in writing or such other form as may be specified by the Company and must be delivered by Recipient to the Company no later than July 31, 20__. If Recipient does not timely deliver the Election, the Dollar Target Award Payment Balance shall be paid in the form of Performance Shares. The portion, if any, of the Dollar Target Award Payment Balance payable to Recipient in cash shall be paid on August 15, 20__. The portion, if any, of the Dollar Target Award Payment Balance payable to Recipient in Performance Shares shall be delivered to Recipient as soon as practicable after August 15, 20__. No fractional shares shall be delivered to Recipient in connection with the Dollar Target Award Payment and the number of Performance Shares deliverable shall be rounded to the nearest whole share. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of all or any portion of the Dollar Target Award Payment pursuant to the terms of the Company’s 's Deferred Compensation Plan (a “"Deferral Election”"), payment of all or such portion of the Dollar Target Award Payment so deferred shall be made in accordance with the terms of the Deferred Compensation Plan and the Deferral Election.
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Certification and Payment. As soon as practicable _________________________ following the completion of the audit of the Company’s 's consolidated financial statements for the final year of the Performance Period, the Company shall calculate the Dollar Target Award Payment payable to Recipient. This calculation shall be submitted to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment based on circumstances relating to the performance of the Company or Recipient. Without limiting the generality of the foregoing, if at any time during the Performance Period Recipient’s 's base pay is reduced or Recipient is assigned a different title, job or set of responsibilities resulting in a decrease in Recipient’s 's level of responsibility for the Company (any such reduction in base pay or assignment resulting in a decrease in Recipient’s 's level of responsibility for the Company, a “"Demotion”"), the Committee may, in its sole discretion, reduce or eliminate the calculated Dollar Target Award Payment. Recipient acknowledges and agrees that, in the event the Committee reduces or eliminates the calculated Dollar Target Award Payment in connection with any Demotion occurring during the Performance Period, the Company intends for such reduction or elimination to constitute the “"proration” " of Recipient’s 's Dollar Target Award with respect to such Demotion described in Plan-Plan- related documents prepared by the Company and delivered to Recipient; and that, in connection with any Demotion, in the event of any inconsistency between the “"proration” " provisions of any such Plan-Plan- related documents and the provisions of this Agreement, the provisions of this Agreement shall control. The Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the level of Cumulative Revenue and Cumulative EPS attained by the Company and the Dollar Target Award Payment (if any) payable to Recipient. The Recipient shall receive the Dollar Target Award Payment so certified, subject to applicable tax withholding, in cash on August 15, 20__. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of all or any portion of the Dollar Target Award Payment pursuant to the terms of the Company’s 's Deferred Compensation Plan (a “"Deferral Election”"), payment of all or such portion of the Dollar Target Award Payment so deferred shall be made in accordance with the terms of the Deferred Compensation Plan and the Deferral Election.
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