Performance-Based Right to Payment Sample Clauses

Performance-Based Right to Payment. The number of PSUs that shall be issued pursuant to the Performance Award (as set forth in Exhibit A) shall be determined based on the Company's achievement of Performance Goals. On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. Except as otherwise provided in Section 3.4 of this Award Agreement, the number of PSUs with respect to the Grantee's Performance Award shall be contingent on the attainment of the Performance Goals. Accordingly, except as otherwise provided in Section 3.4 of this Award Agreement, the Grantee shall not become entitled to the Performance Award subject to this Award Agreement unless and until the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee shall be entitled to the Performance Award as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae set forth in Exhibit A). Furthermore, pursuant to Section 2.4 of this Award Agreement (except as otherwise provided therein) and except as otherwise provided in Section 3.4 of this Award Agreement, in order to be entitled to vesting with respect to any Performance Award, the Grantee must be employed by the Company or an Affiliate on each applicable Vesting Date (as defined in Exhibit A); provided that, to the extent payments pursuant to this Award Agreement are attributable to Dividend Equivalents (as defined in Section 2.3 of this Award Agreement), such payments shall be made in cash in accordance with Section 2.3 of this Award Agreement.

Performance-Based Right to Payment. The amount of cash compensation that may become payable pursuant to the Award shall be determined based on the achievement of the Performance Goals. On the Determination Date, the Committee in its sole discretion shall determine whether the Performance Goals have been achieved with respect to all or a portion of your Award under this Award Agreement. Except as otherwise provided in your Employment Agreement, the payment of cash compensation with respect to your Award is contingent on the attainment of the Performance Goals. Accordingly, unless otherwise provided in your Employment Agreement, you will not become entitled to payment with respect to the Award subject to this Award Agreement on the Determination Date unless the Committee determines that the Performance Goals with respect to the Determination Date have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of the cash compensation as set forth on Exhibit A. Pursuant to Section 4 and except as may be otherwise provided in your Employment Agreement, in order to be entitled to payment with respect to any Award, you must be employed by ALC or an Affiliate on the Payment Date.

Performance-Based Right to Payment. (a) The number of Shares that shall be issued pursuant to the Performance Share Units shall be determined based on the Company's achievement of Performance Goals as set forth on Exhibit A. On the Determination Date, the Committee in its sole discretion shall determine and certify whether and to what extent the Performance Goals as set forth on Exhibit A have been attained. The payment of Shares with respect to Executive's Performance Share Units is contingent on the attainment of the Performance Goals as set forth on Exhibit A. Accordingly, Executive will not become entitled to payment with respect to the Performance Share Units subject to this Agreement unless and until the Committee determines that the Performance Goals set forth on Exhibit A have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Agreement, Executive shall be entitled to payment of that portion of the Performance Share Units as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion) as set forth on Exhibit A. Furthermore, except as otherwise set forth in Section 2.3, in order to be entitled to payment with respect to any Performance Share Units, Executive must be employed by the Company through the end of the Performance Period. (b) On the Payment Date, the Company shall deliver to Executive a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Performance Share Units subject to this award that are payable pursuant to the achievement of the Performance Goals set forth on Exhibit A.

Performance-Based Right to Payment. (a) The payment of Shares with respect to the Performance Shares is contingent on the Company’s attainment of Operating Margin Percentage relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Valuation Date, the number of Shares that shall be issued pursuant to the Performance Shares shall be determined as of the Valuation Date, based on the Company’s Adjusted Operating Margin Percentage relative to the Adjusted Operating Margin Percentage of the Peer Companies, as shown in the chart below. The number of Shares to be issued to Participant shall be the Target Number of Performance Shares specified in the Grant Notice multiplied by the applicable Payout percentage determined in accordance with the chart below. * If the Company’s Adj Op-Margin percentage rank falls at the bottom (9th rank), there is no payout. If the Company’s Adj Op-Margin percentage rank is at 5th, payout will at 100%. If the Company’s Adj Op-Margin percentage rank is at 1st, payout will at 200%. If the Company’s Adj Op-Margin percentage rank falls between 9th and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto. If the Company’s Adj Op-Margin percentage rank falls between 1st and 5th, payout will be determined by linear interpolation of the actual Adj Op-Margin results between these points as further explained on Exhibit C attached hereto.

Performance-Based Right to Payment. The number of PSUs that shall be earned with respect to the Award shall be determined based on the Company’s achievement of performance goals for the PSUs (the “Performance Goals”) as determined by the Committee and communicated to the Grantee in a statement of performance goals (the “Statement of Performance Goals”). On the Determination Date, the Committee in its sole discretion shall determine whether and to what extent the Performance Goals as set forth in the Statement of Performance Goals have been attained. Except as otherwise provided in Section 3.4 of this Award Agreement, the number of PSUs earned with respect to the Award shall be determined based on the attainment of the Performance Goals. Accordingly, except as otherwise provided in Section 3.4 of this Award Agreement, the Grantee shall only become entitled to the PSUs subject to this Award Agreement to the extent that the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Grantee shall be deemed to have earned a portion of the PSUs as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion based on the formulae set forth in the Statement of Performance Goals), subject to satisfaction of the PSU vesting requirements as described herein.

Performance-Based Right to Payment. (a) The payment of shares of Common Stock with respect to the Performance Shares is contingent on the Company’s attainment of Total Stockholder Return relative to its Peer Group as set forth in Section 2.2(b) below (the “Performance Goals”). Accordingly, Participant will not become entitled to payment with respect to the Performance Shares unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject to Participant’s continued employment in active service with the Company from the Grant Date through the Valuation Date, the number of shares of Common Stock that shall be issued pursuant to the Performance Shares shall be determined as of the Valuation Date, based on the Company’s Total Stockholder Return relative to the Total Shareholder Returns of the Peer Companies, as shown in the table below, provided that if the Company’s Total Shareholder Return is negative, the number of shares of Common Stock issued according to the table below shall be reduced by 50%. If a company in the Peer Group ceases to be actively traded due to bankruptcy, the company shall remain a part of the Peer Group and shall be assigned a Total Stockholder Return of -100% as of the Valuation Date for purposes of this Section 2.2(b). 1 100% 200% Maximum

Performance-Based Right to Payment. (i) Except in the event of a Qualifying Termination during the Performance Period, the vesting of the Participant’s Performance Shares and the issuance of Shares with respect thereto is contingent on the attainment of the Performance Goals. Accordingly, subject to Section 2.4 hereof, the Participant shall not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained and the Performance Shares have vested. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, the Participant shall be entitled to vesting and payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Sections 2.2(b) - (d) and 2.3 hereof. (ii) Subject to the Participant’s continued employment with the Company from the Grant Date through the Valuation Date and further subject to Sections 2.2(c), 2.2(d), and 2.3 - 2.5 hereof, the number of Performance Shares that vest shall be determined as of the Valuation Date, based on the Company’s Total Shareholder Return, as follows: (A) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is less than the Minimum TSR, then no Performance Shares shall vest and the Performance Shares shall thereupon be forfeited. (B) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Minimum TSR, then 66.7% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (C) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Target TSR, then 100% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (D) If, as of the Valuation Date, the Company’s TSR with respect to the Performance Period is equal to the Maximum TSR, then 250% of the Target Number of Performance Shares set forth on the Grant Notice shall vest. (E) If the Company’s Total Shareholder Return is between the Minimum TSR and the Target TSR or between the Target TSR and the Maximum TSR, then the number of Performance Shares that shall vest in accordance with this Section 2.2(b) shall be determined by means of linear interpolation. (iii) Notwithstanding anything to the contrary contained in Section 2.2(b) hereof, and s...

Performance-Based Right to Payment. (a) As set forth in Section 2.2(b), payment of any Shares with respect to the Performance Shares is subject to the achievement of at least the Threshold Goal established with respect to the Cumulative CASM ex fuel Objectives and the Company’s attainment of positive Cumulative EBITDA. Accordingly, Participant will not become entitled to payment with respect to the Performance Shares unless and until the Administrator determines whether and to what extent the Performance Goals have been attained. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, Participant shall be entitled to payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Section 2.2(b) below. (b) Subject (except as expressly provided below) to Participant’s continued employment in active service with the Company from the Grant Date through December 31, 2026, the number of Shares that shall be vested and issued to Participant in respect of the Performance Shares shall be determined as of December 31, 2026, based on the Company’s attainment of the Performance Goals. If Cumulative EBITDA is positive, the number of Shares to be issued to Participant shall be equal to the (i) the Target Number of Performance Shares set forth on the Grant Notice multiplied by (ii) the CASM Payout. If Cumulative EBITDA is not positive, no Performance Shares shall vest and no Shares shall be issued to the Participant pursuant to this Performance Share Award, regardless of the level of achievement of the applicable Cumulative CASM ex fuel Objectives.

Performance-Based Right to Payment. (a) Subject to Sections 3.2 and 3.3 hereof, the portion of the Performance Award that Performance-Vests shall be determined as of the End Date based on the Company’s achievement of the Performance Goals, as set forth in the Grant Notice, subject to the Participant’s continued status as a Service Provider through the End Date. The Administrator shall determine the Company’s achievement of the Performance Goals after the End Date, but no later than the Determination Date. (b) One-half of the Earned Performance Award shall Vest on each of the End Date (rounding up to the nearest whole number) and the first anniversary of the End Date, subject to the Participant’s continued status as a Service Provider through the applicable date. The period from the End Date through the first anniversary of the End Date is referred to herein as the “Time-Vesting Period”, and the portion of the Earned Performance Award that remains outstanding during the Time-Vesting Period and is eligible to Vest on the first anniversary of the End Date is referred to herein as the “Time-Vesting Portion”.

Performance-Based Right to Payment. Except in the event of a Qualifying Termination during the Performance Period, the vesting of the Participant’s Performance Shares and the issuance of Shares with respect thereto is contingent on the attainment of the Performance Goals. Accordingly, subject to Section 2.4 hereof, the Participant shall not become entitled to payment with respect to the Performance Shares subject to this Agreement unless and until the Administrator determines whether and to what extent the Performance Goals have been attained and the Performance Shares have vested. Upon such determination by the Administrator and subject to the provisions of the Plan and this Agreement, the Participant shall be entitled to vesting and payment of that portion of the Performance Shares as corresponds to the Performance Goals attained (as determined by the Administrator in its sole discretion) as set forth in Sections 2.2(b) - (d) and 2.3 hereof.