Earning Override Sample Clauses

Earning Override. Notwithstanding anything contained in the Agreement or this Appendix II to the contrary, in the event that as of the end of the Appendix I Measurement Period, the Aggregate Appendix I Settlement Amount (as defined in Appendix I) is not greater than $0.00, then the Maximum Appendix II Settlement Amount shall be $0.00 (regardless of whether any of 00000000.0.XXX -14- the Appendix II Performance Requirements have been satisfied), and all Appendix II PSUs shall be immediately forfeited with no consideration, compensation or payments otherwise due to the Recipient, and no portion of the Maximum Appendix II Settlement Amount shall be paid to the Recipient. [end of Appendix II] 00000000.0.XXX -15- ATTACHMENT 1 Hypothetical 1 • The only Extraordinary Cash Dividend during the Appendix I Measurement Period with a record date before the end of the Appendix I Performance Period commencing on October 1, 2016 was $3.00 per share. • Prior to the Appendix I Performance Period commencing on October 1, 2016, no portion of the Appendix I Performance Requirements have been satisfied. • With respect to the Appendix I Performance Period commencing on October 1, 2016, (i) the average Daily Value equals $33.00, (ii) the Daily Value for 30 of such trading days was $35.00, the Daily Value for another 30 of such trading days was $34.00 and the Daily Value for another 30 of such trading days was $30.00 and (iii) the lowest Daily Value during the last 20 trading days was $35.00. The Daily Value on the last day of such Performance Period was $35.00. • Based on the foregoing, the Reference Price for such Performance Period is $33.00 (which is the highest number that does not exceed the amount determined under any of clause (i) ($33.00), clause (ii) ($34.00) or clause (iii) ($35.00)). Because $33.00 is greater than the Reference Price Minimum Hurdle (which as of the end of such Appendix I Performance Period was $31.58), the Appendix I Performance Requirements for the Appendix I Performance Period commencing on October 1, 2016 were satisfied for $5,449,651.68 (which equals $5,000,000 + ($5,000,000 X (($33.00 - $31.58) / ($47.37 -$31.58))). • Based on such achievement, the number of Appendix I PSUs that will be treated as Appendix I Performance Satisfied PSUs would equal 155,704.33 ($5,449,651.68 / $35.00). Such Appendix I Performance Satisfied PSUs would then be immediately converted to their Appendix I Settlement Amount, which equals $5,449,651.68 (the sum of the Fair Market Value of suc...
Sample 1
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Earning Override. Notwithstanding anything contained in the Agreement or this Appendix I to the contrary, in the event that no portion of the Appendix II Performance Requirements are satisfied in accordance with Appendix II, then no portion of the Award shall be earned or payable (regardless of whether any of the Appendix I Performance Requirements have been satisfied), and the Award shall be immediately forfeited with no consideration, compensation or payments otherwise due to the Recipient. [end of Appendix I] 00000000.0.XXX -8- Appendix II
Sample 1
Earning Override. Notwithstanding anything contained in the Agreement or this Appendix I to the contrary, in the event that none of the Maximum Appendix II Settlement Amount (as defined in Appendix II) becomes payable in accordance with Appendix II, then the Aggregate Appendix I Settlement Amount shall be $0.00 (regardless of whether any of the Appendix I Performance Requirements have been satisfied), and all PSUs, including any Appendix I Performance Satisfied PSUs, shall be immediately forfeited with no consideration, compensation or payments otherwise due to the Recipient. Notwithstanding Section 5 of this Appendix I, in the event that no portion of the Maximum Appendix II Settlement Amount is paid under Section 7(a) of Appendix II, but payment of the Maximum Appendix II Settlement Amount could be made under Section 7(b) of Appendix II, then payment of the Aggregate Appendix I Settlement Amount shall not be made as provided in Section 5 of this Appendix I, but instead shall be made only if payment of the Maximum Appendix II Settlement Amount under Section 7(b) of Appendix II is greater than $0.00 (with payment of the Aggregate Appendix I Settlement Amount to be made when payment of the Maximum Appendix II Settlement Amount is made under Section 7(b) of Appendix II); provided, that if no portion of the Maximum Appendix II Settlement Amount is so paid under Section 7(b) of Appendix II, then the Aggregate Appendix I Settlement Amount shall be $0.00 (regardless of whether any of the Appendix I Performance Requirements have been satisfied), and all PSUs, including any Appendix I Performance Satisfied PSUs, shall be immediately forfeited with no consideration, compensation or payments otherwise due to the Recipient. [end of Appendix I] 00000000.0.XXX -9- Appendix II
Sample 1

Related to Earning Override

  • Profits and Losses Distributions The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Fixing Date for Determination of Stockholders of Record (a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

  • Net Termination Gains and Losses After giving effect to the special allocations set forth in Section 6.1(d), all items of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Sections 6.4 and 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.

  • TOP-HEAVY PROVISIONS The Plan will be considered a Top Heavy Plan for any Plan Year if it is determined to be a Top Heavy Plan as of the last day of the preceding Plan Year. The provisions of this Section 10.2 shall apply and supersede all other provisions in the Plan during each Plan Year with respect to which the Plan is determined to be a Top Heavy Plan.

  • Elective Deferrals An Employee will be eligible to become a Contributing Participant in the Plan (and thus be eligible to make Elective Deferrals) and receive Matching Contributions (including Qualified Matching Contributions, if applicable) after completing 1 (enter 0, 1 or any fraction less than 1) Years of Eligibility Service.

  • Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

  • Distributions of Available Cash From Operating Surplus (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Securities issued pursuant thereto:

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

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