EBITDA Targets. 2.1 The EBITDA Target for Fiscal Year 2007 shall be $__________.
2.2 The EBITDA Target for Fiscal Year 2008 shall be $__________.
2.3 The EBITDA Target for Fiscal Year 2009 shall be $__________.
2.4 The EBITDA Target for Fiscal Year 2010 shall be $__________.
EBITDA Targets. Employee shall be entitled to receive a Performance Bonus with respect to a Performance Period if the applicable EBITDA target (the “EBITDA Target”) for such Performance Period has been met: • With respect to Performance Period 1, if EBITDA for such Performance Period equals or exceeds $30 million. • With respect to Performance Period 2, if total EBITDA for Performance Period 1 and Performance Period 2 equals or exceeds $60 million. • With respect to Performance Period 3, if total EBITDA for Performance Period 1, Performance Period 2 and Performance Period 3 equals or exceeds $90 million.
EBITDA Targets. For purposes of this Plan, the target earnings before interest, taxes, depreciation, amortization and bonus accruals under this Plan ("EBITDA") of the Company for each fiscal year shall be as follows: EBITDA Target Fiscal Year (in millions) 1999 $48.50 2000 $55.70 2001 $64.10 2002 $74.10 2003 $86.00 For purposes of this Plan, the actual EBITDA of the Company shall in each fiscal be determined on a consolidated basis with its parent, DESA Holdings, Inc., according to generally accepted accounting principles consistently applied, and shall be derived from the audited, consolidated financial statements of DESA Holdings, Inc. for such fiscal year. In the event that the Company or DESA Holdings, Inc. should make an acquisition or disposition of a material business, this Plan may be adjusted or revised, or a separate plan may be established for such acquired business, all as provided in Participants' employment agreements.
EBITDA Targets. Fiscal Year FY1 FY2 XX0 XX0 EBITDA Target TBD 1 TBD 1 TBD 1 TBD 1 % Eligible SARs2 Vesting 100% 80% 60% 40% 20% 0%
EBITDA Targets. S&W shall deliver to the Stockholders’ Representative, on behalf of the USR stockholders, based upon their proportionate ownership of USR Common Stock at the Effective Time, additional shares of S&W Common Stock, less (A) shares delivered for the year ending December 31, 2009 pursuant to Section 1.1(j)(i), and (B) the Additional Stock Portion delivered pursuant to Section 1.1(i)(i), if any, if the EBITDA of the Surviving Corporation for the year ending December 31, 2010 is at one of the following levels, provided that if the calculation of the additional shares pursuant to this Section 1.1(j)(ii) would be a negative number, then no additional shares of S&W Common Stock shall be delivered pursuant to this Section 1.1(j)(ii). EBITDA (in millions) Additional Shares $12.00 to $12.99 2,856,000 $13.00 to $13.99 3,264,000 $14.00 to $14.99 3,672,000 $15.00 or more 4,080,000 (iii) Earn-Out Procedure. Up to 4,080,000 shares of S&W Common Stock delivered pursuant to this Section 1.1(j) shall be the “Earn-Out Merger Consideration,” and together with the Effective Time Merger Consideration, the “Merger Consideration.” The Earn-Out Merger Consideration will be distributed as set forth as in this Section 1.1(j)(iii):
(A) Within the earlier to occur of (1) 90 days following the applicable calendar year end, or (2) 30 days after S&W’s receipt of the audited financial statements of the Surviving Corporation for the applicable calendar year, S&W shall prepare and deliver to the Stockholders’ Representative a statement (the “Earn-Out Statement”) setting forth (x) the EBITDA of the Surviving Corporation for the preceding year and (y) S&W’s calculation of the Earn-Out Merger Consideration to be paid in respect of such year. The information contained in the Earn-Out Statement shall be prepared in accordance with GAAP (as hereinafter defined) consistent with the accounting procedures consistently applied in USR’s audited financial statements for the year ended December 31, 2008. The Stockholders’ Representative and his accountants and advisors shall be entitled to review the Earn-Out Statement and the calculation of the Earn-Out Merger Consideration, and any work papers, trial balances, and similar materials relating to the Earn-Out Statement and the calculation of the Earn-Out Merger Consideration prepared by S&W or its accountants. S&W shall also provide the Stockholders’ Representative and his accountants with timely access, during regular business hours, to S&W’s relevant emp...
EBITDA Targets. Executive acknowledges that the Plans for 2002 and 2003, including the EBITDA Targets therein, will be fixed by the CEO in accordance with the Incentive Compensation Policy and that the sum of the EBITDA Targets for 2001, 2002 and 2003 may exceed, in the CEO's sole discretion, $45 million. Subject to the Incentive Compensation Policy, the Bonus for years after 2001 will be based at least eighty percent (80%) on EBITDA with the balance based on such other criteria as the CEO may, in his sole discretion, elect.
EBITDA Targets. As used in Section 4(c)(ii) above, the 2000 XXXXXX Target and the 2010 EBITDA Target refer, in each case, to the EBITDA targets adopted annually at or near the beginning of each such fiscal year by the Board from the annual operating plan for the Company’s future performance prepared and recommended by management, as approved and adopted by the Board, in its initial and original version before any subsequent amendments during the year, which is the annual operating plan that will be used in each of fiscal 2009 and fiscal 2010 to set the performance goals for the senior management bonus plan annual bonuses.
EBITDA Targets. The Seller shall be entitled to receive from the Buyer cash amounts as follows:
(i) A cash amount of up to five million four hundred and fifty thousand dollars ($5,450,000) (“First Tranche Earn Out Payment”) the exact amount of which is to be determined in accordance with the targets set forth in Annex A hereto on the basis of C2C and the Evocomm Business achieving the consolidated EBITDA targets set forth in Annex A during the first twelve (12) full calendar months commencing on March 1, 2010 (the “First Earn Out Measurement Period”); and
(ii) A cash amount of up to five million four hundred and fifty thousand dollars ($5,450,000) (“Second Tranche Earn Out Payment”, the Second Tranche Earn Out Payment and the First Tranche Earn Out Payment, each an “Earn Out Payment”) the exact amount of which is to be determined in accordance with the targets set forth in Annex A hereto on the basis of C2C and the Evocomm Business achieving the consolidated EBITDA targets set forth in Annex A during the twelve (12) full calendar months commencing on March 1, 2011 (the “Second Earn Out Measurement Period”).
EBITDA Targets. The EBITDA targets (the “EBITDA Targets”) and each of their associated Earnout Payments are set forth below: $2,000,000 $1,000,000 $2,200,000 $1,000,000 $2,400,000 $1,000,000 $2,600,000 $666,667 $2,800,000 $666,667 $3,000,000 $666,666 Earnout Payments will only be earned one time for each EBITDA Target. Accordingly, if the Company achieves EBITDA of $2,400,000 for an EBITDA Calculation Period, it will receive an Earnout Payment of $3,000,000. If in the following EBITDA Calculation Period the Company achieves EBITDA of $2,200,000, there will be no Earnout Payment for that EBITDA Calculation Period, or if in the following EBITDA Calculation Period, the Company achieves EBITDA of $2,800,000, there will be an additional Earnout Payment for that EBITDA Calculation Period of $1,333,334.00.
EBITDA Targets. Subject to, and in accordance with, the terms of this Section 2.05, Parent shall pay or cause to be paid to the Company Stockholders additional payments, calculated as follows:
(i) An amount, if any, of up to Eight Million Nine Hundred Thousand Dollars ($8,900,000) (the “Year 1 Earn Out Amount”) the exact amount of which is to be determined in accordance with the targets set forth in Exhibit G hereto on the basis of the Acquired Business achieving the consolidated EBITDA targets set forth in Exhibit G during the twelve (12) full calendar months commencing on April 1, 2011 (the “Year 1 Earn Out Measurement Period”). Parent shall pay the Year 1 Earn Out Amount in the form of (A) cash in an amount equal to seventy-five percent (75%) of the Year 1 Earn Out Amount (the “Year 1 Earn Out Cash Amount”) and (B) a number of shares of Parent Common Stock, based on the Year 1 Earn Out Parent Common Stock Price, having a value equal to twenty-five percent (25%) of the Year 1 Earn Out Amount (the “Year 1 Earn Out Stock Amount”).
(ii) An amount, if any, of up to Twelve Million One Hundred Thousand Dollars ($12,100,000) (the “Year 2 Earn Out Amount”), the exact amount of which is to be determined in accordance with the targets set forth in Exhibit G hereto on the basis of the Acquired Business achieving the consolidated EBITDA targets set forth in Exhibit G during the twelve (12) full calendar months commencing one day after the end of the Year 1 Earn Out Measurement Period (the “Year 2 Earn Out Measurement Period”; each of the Year 1 Earn Out Measurement Period and the Year 2 Earn Out Measurement Period also referred to herein as an “Earn Out Measurement Period”). Parent shall pay the Year 2 Earn Out Amount in the form of (A) cash in an amount equal to seventy-five percent (75%) of the Year 2 Earn Out Amount (the “Year 2 Earn Out Cash Amount”; each of the Year 1 Earn Out Cash Amount and the Year 2 Earn Out Cash Amount also referred to herein as an “Earn Out Cash Amount”) and (B) a number of shares of Parent Common Stock, based on the Year 2 Earn Out Parent Stock Price, having a value equal to twenty-five percent (25%) of the Year 2 Earn Out Amount (the “Year 2 Earn Out Stock Amount”; each of the Year 1 Earn Out Stock Amount and the Year 2 Earn Out Stock Amount also referred to herein as an “Earn Out Stock Amount”).
(iii) Notwithstanding the foregoing, upon notice given to the Company no later than three (3) Business Days prior to the applicable Earn Out Payment Date (as ...
