Long –Term Performance Sample Clauses

Long –Term Performance. (a) In the event of a Change of Control, Executive shall be guaranteed to receive an amount for any Performance Period under the LTPP (as defined below) equal to the greater of (i) the Target Award (as defined in the LTPP) for such Performance Period or (ii) the accrued amount of the payout (i.e. the amount accrued as the expected liability for the LTPP by the Company’s corporate finance department) as of the date of the closing of the Change of Control for such Performance Period, both as prorated on the basis of the percentage of time from the commencement of such Performance Period to the date of the closing of the Change of Control. Notwithstanding the foregoing, in the event the Company amends or modifies the LTPP after the closing of a Change of Control and Executive would receive a larger amount under such revised LTPP, Executive shall receive such amount in lieu of any amounts to be paid under this Section 3.5. Any payment for any Performance Period under the LTPP shall be made at the earliest of the end of such Performance Period, the termination date of the LTPP or the date of a Termination Event. For purposes of this Section 3.5, “
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Long –Term Performance. In the event of a Change of Control, Executive shall be guaranteed to receive an amount for any Performance Period under the LTPP (as defined below) equal to the greater of (i) the Target Award (as defined in the LTPP) for such Performance Period or (ii) the accrued amount of the payout (i.e. the amount accrued as the expected liability for the LTPP by the Company’s corporate finance department) as of the date of the closing of the Change of Control for such Performance Period. Notwithstanding the foregoing, in the event the Company amends or modifies the LTPP after the closing of a Change of Control and Executive would receive a larger amount under such revised LTPP, Executive shall receive such amount in lieu of any amounts to be paid under this Section 3.5. Any payment for any Performance Period under the LTPP shall be made at the earliest of the end of such Performance Period, the termination date of the LTPP or the date of a Termination Event. For purposes of this Section 3.5, “LTPP” shall mean the Long-term Performance Program Description for Section 16 Officers, as amended and restated effective November 1, 2004, as it may be amended from time to time and as in effect as of the date of the closing of the Change of Control, without giving effect to any terminations, amendments or modifications occurring thereafter. Executive’s rights to the payment provided in this Section 3.5 shall not be terminated by the application of Section 4.2 of this Agreement
Sample 1
Long –Term Performance. Unit and Annual Incentive Awards to which the Executive is entitled and which are made or payable with respect to periods beginning on or after January 1, 1998 shall be prorated through August 31, 1998 and paid in accordance with the terms of the applicable programs.
Sample 1

Related to Long –Term Performance

  • Long-Term Incentives The Company shall provide the Executive the opportunity to earn long-term incentive awards under the current equity and cash based plans and programs or replacements therefor at a level commensurate with the current aggregate opportunity being provided to the Executive.

  • Not Impair Performance Buyer shall not take any intentional action that would cause the conditions upon the obligations of the parties hereto to effect the transactions contemplated hereby not to be fulfilled, including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by any party herein not to be true, correct and accurate as of the Closing, or in any way impairing the ability of Seller to satisfy its obligations as provided in Article VII.

  • Long-Term Incentive The Company shall provide Employee an opportunity to participate in the Company’s applicable long term incentive plan as it may or may not exist from time to time.

  • Assist Performance Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller and to work with Buyer to make and/or obtain any necessary filings and consents. Seller shall cause Split-Off Subsidiary to comply with its obligations under this Agreement.

  • Financial Performance Covenants Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Borrower (collectively, the "Cure Right"), and upon the receipt by Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Long-Term Incentive Program During the Term, the Employee shall participate in all long-term incentive plans and programs of the Group that are applicable to its senior executives in accordance with their terms and in a manner consistent with his position with the Company.

  • Long-Term Incentive Plans During the Employment Period, the Executive shall be eligible to participate in the ongoing equity and other long-term awards and programs of the Company as determined in the sole discretion of the Board or a committee thereof.

  • Long-Term Incentive Programs The Executive shall be eligible to participate in the Company's long-term incentive compensation programs (including stock options and stock grants).

  • Strict Performance The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.

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