Performance Based Compensation. During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.
Performance Based Compensation. If you are a Covered Employee, it is intended that all payments under this Annual Performance Award constitute “qualified performance-based compensation” within the meaning Section 162(m) of the Code and the Plan. This Annual Performance Award is to be construed and administered in a manner consistent with such intent.
Performance Based Compensation. It is the intention of the parties that, if Section 162(m) of the Code is or will be applicable with respect to one or more payments hereunder, the Executive will consider in good faith any requests by the Employers to take actions to cause such payments to meet the requirements of Section 162(m)(4)(B) or (C) of the Code, and thus to be excluded from the definition of "applicable employee remuneration" within the meaning of Section 162(m)(4) of the Code.
Performance Based Compensation. Any payment of Common Stock received for the Vested Award Units is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code, and no action will be taken which would cause such payment to fail to satisfy the requirements of such exemption.
Performance Based Compensation. If the Compensation is “performance-based compensation based on services performed over a period of at least 12 months” (within the meaning of Code §409A(a)(4)(B)(iii)), the enrollment period must end at least six months before the end of the performance period.
Performance Based Compensation. Despite the foregoing, in the case of any Performance-Based Compensation (defined below) based on services performed over a period of at least 12 consecutive months, such election may be made no later than 6 months before the end of such performance period. Amounts to be treated as “Performance-Based Compensation” under Section 3.2.3 of this Plan must meet the following criteria at the time the election is made:
(i) The performance period is at least 12 months in length
(ii) Such compensation has not become readily ascertainable. Compensation is readily ascertainable when the amount is first both calculable and substantially certain to be paid. The performance-based compensation is bifurcated between the portion that is readily ascertainable and the amount that is not readily ascertainable. Accordingly, in general any minimum amount that is both calculable and substantially certain to be paid will be treated as readily ascertainable;
(iii) The compensation must be contingent on the satisfaction of pre-established organizational or individual performance criteria (established no later than 90 days after the beginning of the service period); The term Performance-Based Compensation includes payments based upon subjective performance criteria, provided that the subjective performance criteria are bona fide and relate to the performance of the Eligible Employee, a group of employees that includes the Eligible Employee, or a business unit for which the Eligible Employee provides services (which may include the entire organization), and the determination that any subjective performance criteria have been met is not made by the Eligible Employee or a family member of the Eligible Employee (as defined in §267(c)(4) of the Code applied as if the family of an individual includes the spouse or any member of the family), or a person under the effective control of the Eligible Employee or such a family member, and no amount of the compensation of the person making such determination is effectively controlled in whole or in part by the Eligible Employee or such a family member. It is the Company's responsibility to determine whether a Pay Type qualifies as Performance-Based Compensation in accordance with the foregoing requirements with respect to any Participant and to advise the Record Keeper accordingly.
Performance Based Compensation. Executive shall also be entitled ------------------------------ to participate in an annual performance-based cash bonus program as set forth in Exhibit B.
Performance Based Compensation. Upon the expiration of the initial three (3) year period of the Term, during any calendar year in which the Executive is a “covered employee,” as defined in Section 162(m)(3) of the Code, if any ACIP entitlements or stock-based awards of the Executive are intended to qualify as “performance based compensation” within the meaning of Section 162(m) of the Code, then the Executive shall not be entitled to any severance payments based on his ACIP payments or accelerated vesting of his stock-based awards pursuant to Section 3.3 or 3.4 of this Agreement if and to the extent that such payments or accelerated vesting would cause any portion of such ACIP entitlements or stock-based awards to fail to be deductible pursuant to Section 162(m) of the Code.
Performance Based Compensation. Performance criteria to be used in the evaluation of the Executive’s performance and calculation of compensation shall be determined and approved by the Compensation Committee of the Board, and no performance-based compensation shall be paid or deemed vested unless and until the Compensation Committee determines that the performance warrants such payment.
Performance Based Compensation. (a) If the Employer so elects in the Adoption Agreement, a Participant may make a Performance-Based Compensation Deferral Election, subject to the requirements of Section 4.3(b).
(b) If the Plan Administrator, in its sole discretion, determines that Compensation constitutes Performance-Based Compensation that is based on services performed over a period of at least twelve (12) months, the Plan Administrator will establish procedures under which an Eligible Employee may elect to defer such Performance-Based Compensation, but such election must be made no later than six (6) months before the end of the performance period. Such procedures established by the Plan Administrator shall be made in accordance with Code section 409A and regulations thereunder.
(c) A Performance-Based Compensation Deferral Election must specify:
(1) The time of distribution; and
(2) The form of distribution.
(d) Crediting of Performance-Based Compensation. Performance-Based Compensation deferred under this Section 4.3 shall be credited to the Participant’s Account as soon as practicable after such Performance-Based Compensation would have otherwise been paid to the Participant.
(e) A Performance-Based Compensation Deferral Election made under this Section 4.3 shall apply to Performance-Based Compensation only. The rules set forth under Section 4.1 or Section 4.2 shall not apply and shall not supplant the rules set forth under this Section 4.3.
(f) A Performance-Based Compensation Deferral Election to defer made under this Section 4.3 shall be at all times subject to the rules set forth under Section 4.4.
