MANAGEMENT AND EMPLOYEE INCENTIVE Sample Clauses

MANAGEMENT AND EMPLOYEE INCENTIVE. 7.1 If 2010 EBITDA and 2011 EBITDA equal or exceed the corresponding amounts listed below, nominees of the Manager shall be entitled to the number of shares of Common Stock corresponding to such 2010 EBITDA or 2011 EBITDA (“Earnout Consideration”); provided, however, for the purpose of this Clause 7.1, to the extent 2010 EBITDA and/or 2011 EBITDA deriving from any acquisition, after taking into account all of the associated and allocable expenses, including, but not limited to, the issuance of additional shares of Common Stock, is not accretive to the earnings of the Company and the Subsidiaries, such will not be included in the calculation of 2010 EBITDA and/or 22011 EBITDA, as the case may be.: The Earnout Consideration, if any, shall be payable by the Company to the Manager within ten (10) Business days after the applicable Determination Date. 7.2 Within thirty (30) days after the delivery of the 2010 Financial Statements and the 2011 Financial Statements, as applicable, to the Company by the Company’s auditors, the Company shall calculate the 2010 EBITDA or 2011 EBITDA, as applicable, and deliver to the Manager a certificate setting forth the 2010 EBITDA or the 2011 EBITDA, as applicable, and detailing the calculation thereof (the “EBITDA Certificate”). 7.3 On or prior to the thirtieth (30th) day following the Company’s delivery of the related EBITDA Certificate, the Manager may give the Company an earnout objection notice (an “Earnout Objection Notice”, and the date of delivery thereof, the “Earnout Objection Notice Date”). During such thirty (30) day period, the Manager will provide the Company with full access to the books and records of the Company and the Company’s personnel and accountants during normal business hours and upon reasonable notice for the purposes of verifying the EBITDA Certificate. Any Earnout Objection Notice with respect to the 2010 EBITDA and the 2011 EBITDA, as applicable, shall specify in (1) For the avoidance of doubt, the shares of Common Stock usable pursuant to this Clause 7.1, if any, are not cumulative. For example, if 2010 EBITDA equals US $55,000,000, the Manager shall be entitled to 1,400,000 shares of Common Stock in the aggregate for such period. reasonable detail the dollar amount of any objection and the basis therefor. If the Manager does not give the Company such an Earnout Objection Notice within such thirty (30) day period, then the related EBITDA Certificate will be conclusive and binding upon the parties fo...
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Related to MANAGEMENT AND EMPLOYEE INCENTIVE

  • Employment and Employee Benefits Matters (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for the period commencing at the Effective Time and ending December 31, 2019, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable as the benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the Effective Time to the extent set forth in Section 4.13(a) of the Company Disclosure Schedule. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent, the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company or any Subsidiary or Affiliate thereof any right to continue in the employ or service of the Surviving Corporation, Parent or any Subsidiary or any Affiliate thereof for any period of time, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to discharge or terminate the services of any director, employee or individual service provider of the Company or any Subsidiary or Affiliate thereof at any time for any reason whatsoever, with or without cause, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by, or providing services to, the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to this Agreement.

  • Management Incentive Plan “Management Incentive Plan” shall mean the Company’s bonus program, as implemented by the Company’s board of directors from time to time and pursuant to which the Executive may receive incentive-based compensation at fiscal year end.

  • EMPLOYER AND EMPLOYEE DUTIES 11.1 An employer may direct an employee to carry out such duties as are within the limits of the employee's skills, competence and training consistent with the classification structure of this agreement provided that such duties are not designed to promote xx-xxxxxxxx. 11.2 An employer may direct an employee to carry out such duties and use such tools and equipment as may be required provided that the employee has been properly trained in the use of such tools and equipment. 11.3 Any direction issued by an employer under this clause is to be consistent with the employer's responsibilities to provide a safe and healthy working environment.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Reporting Subawards and Executive Compensation a. Reporting of first-tier subawards.

  • Bonus Plan Such bonus, if any, as shall be determined upon the recommendation of the CEO by the Board (or any designated Committee of the Board comprised solely of independent directors), shall be paid in accordance with the terms and conditions of the bonus plan established for the Company (“Bonus Plan”).

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

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