Incentive Cap. The compensation provided in Sections 3(c) [Annual Incentive], and 3(d) [Long-Term Incentive], and including any incentive compensation under Section 5 [Compensation Upon Termination] as it pertains to incentive compensation, specifically Section 5(a), clauses (3) and (4), and Section 5(c), clauses (3) and (4); shall be subject to a cumulative annual cap (referred to as "Incentive Cap") pro-rated over the Current Period of this Agreement not to exceed $495,000 per year averaged over the final Current Period (whether the term extends to the Expiration Date or through an earlier Termination Date), provided, however, that for purposes of Section 5(c)) [Termination By USPB For Other Than Cause, Death or Disability or By CEO For Good Reason], the proration term shall extend through the Expiration Date. For example, other than an earlier termination under Section 5(c), if employment under this Agreement is earlier terminated in the Current Period after two (2) years, the Incentive Cap would be $495,000 per year averaged over two (2) years or $990,000). An example of the incentive compensation under Sections 3(c) and 3(d) is provided on Exhibit A.
Incentive Cap. In no event shall the Program Incentive paid by Rochester Chamber exceed a total of ten thousand dollars ($10,000.00). For the avoidance of doubt, receipt of funds from other programs through Rochester Chamber, state or local governments, or other awarding entities shall not limit or reduce the amount of the Program Incentive paid to Recipient.
Incentive Cap. The compensation provided in Sections 3(c) (Annual Incentive), 3(d) (Long-Term Incentive), and 3(e) (Full-Term Incentive), and including any incentive compensation under Section 5 (Compensation Upon Termination) as it pertains to incentive compensation, specifically Section 5(a), clauses (2), (3), and (4) and Section 5 (c), clauses (3), (4), and (5); shall be subject to a cumulative annual cap (referred to as “Incentive Cap”) pro-rated over the term of this Agreement not to exceed $2,000,000 per year averaged over the term (whether the term extends to the Expiration Date or through an earlier Termination Date), provided, however, that for purposes of Section 5(c) (Termination By USPB For Other Than Cause, Death or Disability or By CEO For Good Reason), the proration term shall extend through the Expiration Date. For example, other than an earlier termination under Section 5(c), if this Agreement is earlier terminated after four (4) years the Incentive Cap would be $2,000,000 per year averaged over four (4) years or $8,000,000). An example of the incentive compensation under Sections 3(c), 3(d), and 3(e) is provided on Exhibit A. For employment years YR 2010, YR 2011, YR 2013 and YR 2014 the Incentive Cap for those years will be $2,000,000. For YR 2012, any incentive compensation that exceeded the Incentive Cap in the prior two years and the incentive compensation for the year ending YR 2012 will be paid to CEO providing the amount does not exceed the Incentive Cap of $2,000,000 per year averaged over the first three years of YR 2010, YR 2011, and YR 2012. For the year YR 2015, any incentive compensation that exceeded the Incentive Cap in prior years plus the incentive compensation for the year YR 2015 shall be paid to CEO subject to an Incentive Cap of $2,000,000 per year averaged over the six years of the term, YR 2010, YR 2011, YR 2012, YR 2013, YR 2014, and YR 2015. June 15, 2009 USPB/Sxxxxx X. Xxxx CEO Employment Agreement
