Determination of Payout Sample Clauses

Determination of Payout. No later than 60 days after the end of the Performance Period (the “Confirmation Date”), the Committee shall determine and certify (i) [the results of the performance metric], and (ii) the resulting payout factor as set forth above (the “Final Payout Factor”). The Target Award shall be multiplied by the Final Payout Factor to determine the number of Performance Units earned and vested (“Confirmed Performance Units”).
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Determination of Payout. (a) The Business LTIP Bonus Pool for the Award Term (the “Business LTIP Bonus Pool”) shall be $4,500,000 ($4,500,000/3 per each Fiscal Year) and the Consolidated Business LTIP Pool for the Award Term (the “Consolidated LTIP Bonus Pool”) shall be $8,850,000 ($8,850,000/3 per each Fiscal Year), each as adjusted below. As soon as practicable after the end of the Award Term, the Committee shall determine the total amount of Cumulative Business EBITDA and Cumulative Consolidated EBITDA earned by the Company during the Award Term. (b) If upon completion of the Award Term, the Cumulative Business Unit EBITDA achieved is less than 90% of the Target Cumulative Business Unit EBITDA, then the Business LTIP Bonus Pool shall be reduced to zero and no payout will be made in respect thereof. If Cumulative Business Unit EBITDA is between 90% to 100% of Target Cumulative Business Unit EBITDA, then the Participant’s Business Payment Value shall be linearly interpolated on a straight line basis between 50% to 100% of the Business Payment Value with respect to the Business LTIP Bonus Pool, as set forth in the table below: (c) If upon completion of the Award Term, Cumulative Business Unit EBITDA achieved is more than Target Cumulative Business Unit EBITDA, then, in addition to the Business Payment Value earned at Target Cumulative Business Unit EBITDA, the Participant shall be entitled to receive an amount equal to the Business Payment Value applied to the “Excess Business LTIP Bonus Pool”. The “Excess Business LTIP Bonus Pool” means 2.3% of the excess of Cumulative Business Unit EBITDA achieved above Target Cumulative Business Unit EBITDA, up until the achievement of 120% of Target Cumulative Business Unit EBITDA. For the avoidance of doubt, the Excess Business LTIP Bonus Pool shall not be increased for achievement of Cumulative Business Unit EBITDA in excess of 120% of Target Cumulative Business Unit EBITDA.
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Determination of Payout. No later than sixty (60) days after the end of the Performance Period (the “Confirmation Date”), the Committee shall determine and certify (i) the Company’s Cumulative Net Sales and Cumulative EBITDA for the Performance Period and (ii) the resulting Performance Multiplier. Subject to Section 4 in the event of a Change in Control, the Target Award shall be multiplied by the Performance Multiplier to determine the number of Performance Units earned and vested (“Confirmed Performance Units”). The Performance Multiplier to be applied to the Target Award is calculated by adding together the “Performance Multiplier” under the performance matrix for each of Cumulative Net Sales and Cumulative EBITDA, as set forth above. For example, if the Performance Multiplier for Cumulative Net Sales is 30% and the Performance Multiplier for Cumulative EBITDA is 50%, then the Performance Multiplier applied to the Target Award would be 80%. Confirmed Performance Units will be converted into Shares as provided in Section 6 of this Agreement.
Sample 1
Determination of Payout. Payout" shall occur at such time as El Paso has produced and sold a cumulative total of 100 Bcfe of gas from all wells drilled on the Properties ix xxxch El Paso participates, or such lesser amount of hydrocarbons as may be allowed under the provisions of this Purchase Agreement, insofar as is attributable to El Paso's Net Revenue Interest from the Properties. El Paso's "Net Revenue Interest" means, with respect to each Property, McMoRan's undivided ownership interest therein acquired by El Paso at Closing together with any nonconsent interest assumed by El Paso, less: (i) lessor's royalty interest, (ii) any overriding royalty interests and/or net profits that burden McMoRan's ownership interest, and (iii) any other burdens upon, measured by, or payable out of production from the Properties, including but not limited to any production attributable to third party interests or burdens, and which burden McMoRan's ownership interest and are not caused or created by El Paso. When calculating Payout, each barrel of oil or liquid hydrocarbons shall equal six thousand cubic feet of gas (6 Mcf).
Sample 1
Determination of Payout. The Committee shall determine Fair Market Value of a share of the voting common stock of each company in the Peer Group, and of the Company, as of the beginning and the end of the Applicable Performance Period. After the end of the Applicable Performance Period, the Committee shall calculate the Total Shareholder Return for each company remaining in the Peer Group and for the Company. The percentage of the Target Award that you may achieve based on TSR growth relative to the Peer group over the Applicable Performance Period will be determined based on the Performance Goals as described below. Below Threshold 0-25% 0% Threshold Above 25% 50% Target 50% 100% Excellence 90% 200% Maximum 100% 300% Notes:
Sample 1
Determination of Payout. Achievement levels with respect to the Payout Factor will be measured [insert applicable measurement criteria]. No later than 60 days after the end of each applicable fiscal year in the Performance Period (the “Certification Date”), the Committee shall determine and certify the resulting Payout Factor as set forth above[, which, for the avoidance of doubt, includes the addition of any Adders, if applicable]. Performance Units that are earned by application of the Payout Factor [(as modified by the Adders, if applicable)] are referred to herein as “Banked Performance Units” (regardless of whether such Performance Units have vested). Concurrently with this Award of Performance Units, Participant is receiving (i) an award of [ ] Performance Units, which are performance-based Restricted Stock Units that may be earned based upon achievement of certain [ ] Goals (the “[ ] Award”), as described in the award agreement covering the [ ] Award, and (ii) an award of [ ] Performance Units, which are performance-based Restricted Stock Units that may be earned based upon achievement of certain [ ] goals (such award, the “[ ] Award”), as described in the award agreement covering the [ ] Award. [Add in language for any other relevant awards] This Award of Performance Units, together with the [ ] Award and [ ] Award [add in any other relevant awards], are referred to as the “FY [ ] Performance Awards,” and the total number of Restricted Stock Units under the FY [ ] Performance Awards (the “Performance Units”) eligible to be earned under the FY [ ] Performance Awards assuming at-target achievement is referred to as the “Target Total Award” and is calculated as the sum of (a) the Target Number of Shares Subject to Performance Units under this Award of Performance Units, plus (b) the Target Number of Shares Subject to [ ] Performance Units as specified in the [ ] Award, plus (c) the Target Number of Shares Subject to [ ] Performance Units as specified in the [ ] Award [add any other relevant awards]. Notwithstanding any contrary provision of this Agreement, the number of Performance Units that may be earned under the FY [ ] Performance Awards (taken together) during the Performance Period will not exceed [ ] times the Target Total Award (the “[ ]x Limit”). To the extent that, as of any applicable date, the aggregate number of Performance Units that would otherwise be earned under the FY [ ] Performance Awards in accordance with the applicable provisions as of such date, togeth...
Sample 1
Determination of Payout. The Performance Levels and percentage of the Target Amount earned by an Participant for a Performance Cycle will be determined based upon the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the companies in the Peer Group. Following the end of the Performance Cycle, the Committee shall review, and in its sole discretion, determine the extent to which the Performance Levels were in fact satisfied for the Performance Cycle, if at all. Based upon the Company’s Peer Group Percentile Ranking, an Participant will earn a percentage of the Target Amount as set forth in the following chart: Maximum 75th percentile or above 200% Target Median 100% Threshold 25th percentile 50% Below Threshold below 25th percentile 0% If the Peer Group Percentile Ranking is between the Threshold and Target Performance Levels or between the Target and Maximum Performance Levels, the percentage of Target Amount earned shall be determined by linear interpolation. Notwithstanding the foregoing, if the Peer Group Percentile Ranking is below the Threshold Performance Level, but the Committee determines that the Company’s absolute TSR for the Performance Cycle was 10% or greater, then 50% of the Target Amount will be payable to Participant. In all cases, the shares of Stock payable with respect to the Performance Cycle shall be a whole number, and any fractional shares shall be rounded to the nearest whole number by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding.
Sample 1
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Determination of Payout. As soon as practicable after the end of the Award Term, the Committee shall determine the total amount of Cumulative Consolidated EBITDA earned by the Company during the Award Term. The LTIP Bonus Pool shall equal 20% of Cumulative Consolidated EBITDA earned by the Company in excess of Targeted Cumulative Consolidated EBITDA, provided, however if actual Consolidated EBITDA earned in 2008 is less than Targeted Consolidated EBITDA for 2008, then such LTIP Bonus Pool shall be reduced by application of the following formula : (A) * ((B)/(C)) whereby: (A) means the LTIP Bonus Pool (prior to reduction), (B) means actual Consolidated EBITDA earned in 2008, and (C) means Targeted Consolidated EBITDA for 2008. The formula described in the immediately preceding sentence shall be the Performance Goal under this Agreement. Subject to the vesting and termination of employment provisions set forth in Sections 5 and 6, the Participant shall be entitled to a payment equal to his or her Payment Value multiplied by the LTIP Bonus Pool (such amount referred to as the ‘‘Payout’’).
Sample 1

Related to Determination of Payout

  • Calculation of Payments The State shall use the fee schedule set forth in Attachment E to the contract (Fee Schedule) in determining the value of the work performed up to the time of termination. In the case of partially completed engineering services, eligible costs will be calculated as set forth in Attachment E, Fee Schedule. The sum of the provisional overhead percentage rate for payroll additives and for general and administrative overhead costs during the years in which work was performed shall be used to calculate partial payments. Any portion of the fixed fee not previously paid in the partial payments shall not be included in the final payment.

  • Proration of Payments If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

  • Termination of Payment Fund Any portion of the Payment Fund that remains undistributed to the holders of Certificates and Book Entry Shares for twelve months after the Effective Time shall be delivered by the Paying Agent to the Parent, upon demand, and any holder of a Certificate or Book Entry Shares who has not theretofore complied with this Article II shall thereafter look only to the Parent for payment of the Merger Consideration, but shall have no greater rights against the Parent than may be accorded to general unsecured creditors of the Parent under applicable law.

  • Allocation of Payments The Assignor and the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date, and (iii) the Agent is authorized and instructed to allocate payments received by it for account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Termination of Payments Notwithstanding section 2.2, no payments shall be due to Purchaser xXxx Purchaser has received an aggregate amount under this Note, including payments made by the Company pursuant to section 2.3, equal to (i) the Principal Amount (as defined in the Investor Information Sheet above), multiplied by (ii) the Maximum Payment Multiple. We refer to the result of this multiplication as the “Maximum Payment Amount.”

  • Non-Duplication of Payment or Benefits For purposes of clarity, in the event of a Qualifying Pre-CIC Termination, any severance payments and benefits to be provided to the Executive under Section 3(b) will be reduced by any amounts that already were provided to the Executive under Section 3(a). Notwithstanding any provision of this Agreement to the contrary, if the Executive is entitled to any cash severance, continued health coverage benefits, or vesting acceleration of any equity awards (other than under this Agreement) by operation of applicable law or under a plan, policy, contract, or arrangement sponsored by or to which any member of the Company Group is a party (“Other Benefits”), then the corresponding severance payments and benefits under this Agreement will be reduced by the amount of Other Benefits paid or provided to the Executive.

  • Calculation of Benefits Immediately following delivery of any Notice of Termination, the Company shall notify the Executive of the aggregate present value of all termination benefits to which he would be entitled under this Agreement and any other plan, program or arrangement as of the projected Date of Termination, together with the projected maximum payments, determined as of such projected Date of Termination that could be paid without the Executive being subject to the Excise Tax.

  • Limitation of Payments City’s obligation to pay the Consultant for services rendered pursuant to this Contract is conditioned upon the availability of City’s funds which are allocated to pay the Consultant. If funds are not allocated and available to pay the Consultant for these services, City may terminate this Contract at the end of the period for which the funds are available. City shall notify the Consultant at the earliest possible time if this agreement will or may be affected by a shortage of funds. No liability shall accrue to City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed so as to permit City to terminate this Contract in order to acquire similar services from another party. The Consultant shall be paid for any allowable services provided and expenses incurred prior to receipt of any such notification that City was terminating the Contract because of a shortage of funds.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

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