COC Incentive Payments Sample Clauses

COC Incentive Payments. Within three (3) Business Days after the Closing, Parent shall cause the Surviving Corporation to make the COC Cash Payments and COC Stock Payments as set forth on Exhibit F (which Exhibit shall be prepared and delivered one day prior to Closing). Ninety percent (90%) of such COC Cash Payments and COC Stock Payments shall be paid to COC Cash Recipients and COC Stock Recipients, respectively, at the Effective Time and the remaining ten percent (10%) of such COC Cash Payments and COC Stock Payments shall be deposited into the Cash Escrow Fund and Stock Escrow Fund, respectively, established pursuant to Section 2.5. The shares so deposited into the Stock Escrow Fund, and the cash so deposited into the Cash Escrow Fund, shall be paid to such COC Cash Recipients and COC Stock Recipients, if and when such cash or Parent Common Stock becomes distributable from the Cash Escrow Fund or Stock Escrow Fund to such COC Recipients in accordance with the terms of this Agreement and the Escrow Agreement. All amounts of stock and cash shall be payable under this Section shall be subject to reduction for any and all amounts required to be deducted and withheld from such payments under any applicable provision of federal, state, local or foreign laws, as provided in Section 2.8. The payment of such COC Cash Payments or COC Stock Payments shall be contingent upon each COC Recipient providing to Parent: (1) a release, in form and substance acceptable to Parent, from any and all claims that such COC Recipient may have had under the Company’s Change of Control Incentive Plan or with respect to the COC Cash Payment and/or COC Stock Payment that he or she is to receive thereunder and (2) an instrument (the “COC Acceptance Form”) in which he or she shall have agreed: (i) to the appointment of the Representative as representative of the COC Recipients in accordance with the terms of Article 8, (ii) to the indemnification provisions of Article 9, (iii) that, in accordance with this Section, Parent will place into escrow a portion of the COC Cash Payments or COC Stock Payments deliverable to such COC Recipient subject to and for the purpose of securing the COC Recipients’ indemnity obligations under this Agreement, (iv) that the Stock COC Payments deliverable to such COC Recipient pursuant to this Agreement shall not be sold, transferred, pledged, disposed of or encumbered (each, a “Transfer”) (except for Permitted Transfers) for the period beginning on the Closing Date and ending, on...
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Related to COC Incentive Payments

  • Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

  • Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 11.3.2 An employer may opt to pay the early retirement incentive in three equal annual payments over a thirty-six (36) month period. 11.3.3 Eligible bargaining unit members may opt for a partial early retirement with a pro- rated incentive.

  • Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.

  • Incentive Pay (1) For any calendar year: in which twenty-five percent (25%) of the number of members employed as of January 1 of each year are rated as either Level II or Level III in every phase of the PFT then (a) Members who are rated at Level II in all phases of the PFT will receive three hundred dollars ($300.00) in a one-time lump sum payment. (b) Members who are rated at Level III in all phases of the PFT will receive six hundred dollars ($600.00) in a one-time lump sum payment. (2) For any calendar year in which fifty percent (50%) of the number of members employed as of January 1 of each year are rated as either Level II or Level III in every phase of the PFT then: (a) Members who are rated at Level II in all phases of the PFT will receive six hundred dollars ($600.00) in a one-time lump sum payment. (b) Members who are rated at Level III in all phases of the PFT will receive nine hundred dollars ($900.00) in a one-time lump sum payment. (3) All lump sum payments referenced herein will be paid in February of the following year.

  • Bonus Payments No employee shall be required or requested to make any written or verbal agreement that will conflict with the terms of this Agreement. All employees must be paid weekly for all hours worked as provided in this Agreement. Any bonuses, commissions or other methods of payments over and above the requirements of this Agreement shall be in addition to the requirements of this Agreement and may not be used to offset such contractual requirements and shall not be subject to negotiations.

  • Cash Incentive Bonus The pro rata share of any Cash Incentive Bonus that would have been paid to the Executive had the Executive not been terminated Without Cause based on the extent to which performance standards are met on the last day of the year in which the Executive is terminated Without Cause.

  • Incentive Bonus During the Term, Employee shall be eligible to receive an incentive bonus up to the amount, based upon the criteria, and payable in such amount, at such times as are specified in Exhibit A attached hereto. The manner of payment, and form of consideration, if any, shall be determined by the Compensation Committee of the Board, in its sole and absolute discretion, and such determination shall be binding and final. To the extent that such bonus is to be determined in light of financial performance during a specified fiscal period and this Agreement commences on a date after the start of such fiscal period, any bonus payable in respect of such fiscal period's results may be prorated. In addition, if the period of Employee's employment hereunder expires before the end of a fiscal period, and if Employee is eligible to receive a bonus at such time (such eligibility being subject to the restrictions set forth in Section 6 below), any bonus payable in respect of such fiscal period's results may be prorated.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Annual Incentive Bonus The Company shall, in addition to Executive’s Base Salary, pay Executive an Annual Incentive Bonus, which shall be payable within 120 days of the end of each fiscal year in accordance with the formula set forth on Exhibit A, attached hereto and made a part hereof.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

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