Bonus Payment Executive will receive a lump-sum payment equal to one hundred fifty percent (150%) of the higher of (A) the greater of (x) Executive’s target bonus for the fiscal year in which the Change of Control occurs (as in effect immediately prior to the Change of Control) or (y) Executive’s target bonus as in effect for the fiscal year in which Executive’s termination of employment occurs, or (B) Executive’s actual bonus for performance during the calendar year prior to the calendar year during which the termination of employment occurs. For avoidance of doubt, the amount paid to Executive pursuant to this Section 3(b)(iii) will not be prorated based on the actual amount of time Executive is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs.
Incentive Payment 11.3.1 An employer may offer and an employee may accept an early retirement incentive based on the age at retirement to be paid in the following amounts Age at Retirement % of Annual Salary at Time of Retirement 11.3.2 An employer may opt to pay the early retirement incentive in three equal annual payments over a thirty-six (36) month period. 11.3.3 Eligible bargaining unit members may opt for a partial early retirement with a pro- rated incentive.
Performance and Payment Bond Contractor shall post with County, not later than ten (10) days of the execution of this Agreement, a performance and payment bond in the amount of one hundred percent (100%) of the total lump sum price in such form as is satisfactory to County. The bond shall be executed by a corporate surety company duly authorized and admitted to do business in the State of Texas and licensed to issue such a bond in the State of Texas.
Compensation & Payment 8.4.1. Should the claim be found proven; settlement is executed only in the form of compensation payment added to the Client trade account. 8.4.2. Compensation shall not compensate the profit not received by the Client in the event that the Client had an intention to perform some action but has not performed it for some reason. 8.4.3. The Company shall not compensate non-pecuniary damage to the Client. 8.4.4. The Company adds a compensation payment to the Client trading account within one working day since the moment of making a positive decision on the dispute situation.
Bonus Payments No employee shall be required or requested to make any written or verbal agreement that will conflict with the terms of this Agreement. All employees must be paid weekly for all hours worked as provided in this Agreement. Any bonuses, commissions or other methods of payments over and above the requirements of this Agreement shall be in addition to the requirements of this Agreement and may not be used to offset such contractual requirements and shall not be subject to negotiations.
Bonus Amount For purposes of this Agreement, "Bonus Amount" shall mean the greater of (a) the target annual bonus payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs or (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.
Earn-Out Payment (a) The Earn-Out Amount, if any, due to the Company shall be paid by Purchaser (or one of its Affiliates) by wire transfer of same-day funds to an account designated by the Company no later than two (2) months following the day of final determination of such Earn-Out Amount in accordance with Section 2.03(b) and Section 2.03(c) below. (b) Within ninety (90) calendar days after the end of each Earn-Out Period, Purchaser shall prepare and deliver to the Company a reasonably detailed statement (each, an “Earn-Out Statement”) setting forth a calculation of the Earn-Out Amount for such period together with reasonable supporting information. The Company may dispute the calculation of such Earn-Out Amount by providing written notice (an “Earn-Out Dispute Notice”) to Purchaser within thirty (30) calendar days of Purchaser’s delivery of the Earn-Out Statement to the Company. If the Company does not provide an Earn-Out Dispute Notice, such Earn-Out Statement shall be deemed final upon the end of such thirty (30) calendar days of Purchaser’s delivery of the Earn-Out Statement to the Company. An Earn-Out Dispute Notice shall identify each disputed item, specify the amount of such dispute and set forth in reasonable detail the basis for such dispute. Purchaser shall, and shall cause its Affiliates and Representatives to, provide the Company and its Representatives with reasonable access, information and assistance as may be reasonably requested by the Company in connection with its review of an Earn-Out Statement. In the event of any such disputes, Purchaser and the Company shall attempt, in good faith, to reconcile their differences (including providing information that is reasonably requested to the other party), and any resolution by them as to any disputed items shall be final, binding and conclusive on the Parties and shall be evidenced by a writing signed by Purchaser and the Company reflecting such resolution. If Purchaser and the Company are able to reach a resolution, such Earn-Out Statement shall be deemed final. If Purchaser and the Company are unable to reach such resolution within thirty (30) calendar days after the Company’s delivery of an Earn-Out Dispute Notice to Purchaser, then Purchaser and the Company shall promptly submit any remaining disputed items for final binding resolution to the Designated Accounting Firm. If any remaining disputed items are submitted to the Designated Accounting Firm for resolution, (i) each Party will furnish to the Designated Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Designated Accounting Firm may request and are available to such Party, and each Party will be afforded the opportunity to present to the Designated Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Designated Accounting Firm; (ii) each Party will use its Commercially Reasonable Efforts to cooperate with the resolution process so that the disputed items can be resolved within forty-five (45) calendar days of submission of the disputed items to the Designated Accounting Firm; (iii) the determination by the Designated Accounting Firm, as set forth in a written notice to Purchaser and the Company, shall be final, binding and conclusive on the Parties; and (iv) the fees and expenses of the Designated Accounting Firm shall be borne by the Company and Purchaser in inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Designated Accounting Firm, and all other costs and expenses shall be paid by the respective Party incurring such expense. Nothing herein shall be construed to authorize or permit the Designated Accounting Firm to resolve any item in dispute by making an adjustment to the Earn-Out Statement that is outside of the range for such item defined by the Earn-Out Statement and an Earn-Out Dispute Notice. In calculating the Earn-Out Amount, the Designated Accounting Firm shall be limited to addressing only those particular disputes referred to in an Earn-Out Dispute Notice. (c) For the avoidance of doubt, an Earn-Out Statement shall be deemed to be final, binding and conclusive on Purchaser and the Company upon the earliest of (i) the failure of the Company to deliver to Purchaser an Earn-Out Dispute Notice within thirty (30) calendar days of Purchaser’s delivery of such Earn-Out Statement to the Company; (ii) the resolution of all disputes by Purchaser and the Company, documented in a writing executed by the Parties; and (iii) the resolution of all disputes by the Designated Accounting Firm in accordance with Section 2.03(b). (d) The Parties understand and agree that (i) any sale event (including stock purchase or all of substantially all of the respective stock, asset purchase or all of substantially all of the respective assets, merger, combination, exclusive license having the effect of a sale or other change of control, whether direct or indirect, whether by operation of law or otherwise) involving Purchaser or its Affiliates after the Closing shall (A) not relieve Purchaser of its obligations under this Section 2.03, and (B) require, as a condition precedent to such sale event, that the acquiror or surviving corporation, as the case may be, assume (whether expressly or by operation of law) this Agreement as part of the sale event and be liable for the payment of all amounts under this Section 2.03, and (ii) except as provided in Section 2.07 with respect to any applicable withholding Tax or as provided in Article VIII with respect to indemnification obligations of the Company and Parent, that the Earn-Out Amount payable hereunder shall be made without any deduction, abatement, set-off or counterclaim whatsoever. (e) During an Earn-Out Period, Purchaser hereby covenants and agrees to, and to cause its Affiliates not to, act in bad faith with respect to attaining any Revenue for the purpose of reducing the Earn-Out Amount.
Transaction Bonus In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company's Board of Directors, which transaction results in the receipt by the Company's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a "Change in Control Transaction"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to three (3) times 50% of Executive's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.
Deferred Payment “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.
Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.