Performance Compensation Award Clause Samples

Performance Compensation Award. The Committee has sole authority to determine the amount granted and payable, if any, and to interpret the terms and conditions of this Agreement and the Plan. Subject to the terms of the Plan and the Agreement, the Performance Compensation Award shall be determined and awarded on or after _____, 202_, and on or before _____, 202_, if the Performance Goals specified in Section 1, Part III of this Agreement are attained by Limoneira. The Committee shall determine the attainment of the Performance Goals. The date on which the Committee makes its determination is referred to as the “Award Date.” The date the Performance Compensation Award, if any, is paid to a Participant is referred to as the “Payment Date.”

Performance Compensation Award. As of the Effective Date, pursuant to the LTIP, the Company shall grant to me a Performance Compensation Award that provides for cash payments to me equal to 4% of any payments received by the Company as incentive management fees paid by CT Mezzanine Partners III, Inc. ("Fund III") (representing 10% of the fees allocated to employees of the Company). The Performance Compensation Award shall (unless otherwise provided for herein) vest as follows: 65% shall be vested as of the Effective Date and the remaining 35% shall be vested upon the Company's receipt of the incentive management fees.

Performance Compensation Award. The Employee is entitled to participate in the 2019 Long-Term Incentive Plan and is hereby granted a Performance Compensation Award covering up to 15,000 shares of the Company’s Common Shares (the “Performance Units”), subject to the terms and conditions of the Plan.

Performance Compensation Award. The Committee has designated the Award as a “Performance Compensation Award” under the Plan in order to qualify such Award as “performance-based compensation” under Section 162(m) of the Code. All payments under this Agreement are intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. This Award shall be construed and administered in a manner consistent with such intent.

Performance Compensation Award. (i) As of the Effective Date, pursuant to the LTIP, subject to shareholder approval thereof, the Company shall grant to me a Performance Compensation Award that provides for a cash payment to me equal to 8% of any payments received by the Company as incentive management fees paid by CT Mezzanine Partners III, Inc. ("Fund III"), which shall (unless otherwise provided for herein) vest as follows: 65% shall be vested as of the close of the investment period for Fund III and the remaining 35% shall be vested upon the Company's receipt of the incentive management fees. (ii) On or before the first anniversary of the date hereof, pursuant to the LTIP, subject to shareholder approval thereof, I shall be eligible receive an additional Performance Compensation Award grant as determined by the Compensation Committee in its sole discretion that provides for a cash payment to me equal to up to an additional 10% of any incentive management fees received by the Company from Fund III, which, if granted, shall (unless otherwise provided for herein) vest as follows: 65% shall be vested as of the close of the investment period for Fund III and the remaining 35% shall be vested upon the Company's receipt of the incentive management fees. (iii) Subject to shareholder approval of the LTIP, I agree to surrender my rights under, and terminate, that certain Incentive Compensation Agreement, dated as of October 15, 2003, by and between me and the Company, relating to incentive compensation payable in respect of carried interest distributions received by the Company from CT Mezzanine Partners II LP ("Incentive Compensation Agreement"); provided that the Company shall grant to me, simultaneously, a Performance Compensation Award pursuant to the LTIP that provides for equivalent incentive compensation fully vested to the extent the right to compensation under the Incentive Compensation Agreement is vested as of the date of grant. (iv) The Company covenants to use best efforts to obtain shareholder approval of the LTIP in connection with the above grants.

Performance Compensation Award. On the Effective Date, the Company shall grant the Employee a performance compensation award in the form of 100,000 restricted stock units on the same terms and conditions as the performance compensation awards were made on June 1, 2011 to its executive officers.