Special Performance Bonus. Executive shall be eligible to receive a (“Special Performance Bonus”) in the amount equal to:
(i) upon the completion of a Sale Event, One million dollars ($1,000,000.00) of Distributable Cash distributed to the Members of the Company pursuant to Section 9.1 of the Operating Agreement (or pursuant to Section 14.3 of the Operating Agreement in the event of a Sale Event results in the dissolution of the Company) in the event the amount of Distributable Cash exceeds One Billion Two Hundred Million Dollars, or
(ii) upon the completion of an Initial Public Offering, One million dollars ($1,000,000.00) in the event the Fair Market Value exceeds One Billion Two Hundred Million Dollars,
(iii) Executive shall be entitled to receive the Special Performance Bonus regardless of whether he is employed through completion of the sale event or initial public offering, unless Executive is terminated for Cause. The amount of the Special Performance Bonus paid to Executed shall be grossed up for any state, federal and payroll taxes that may be due as a result of the Special Performance Bonus such that the net amount of the Special Performance Bonus after subtracting all applicable taxes shall equal One million dollars ($1,000,000.00).
Special Performance Bonus. Immediately upon the completion of a Sale Event or an IPO that is consummated no later than the second anniversary of the Effective Date, the Company shall pay Executive a cash bonus (the “Special Performance Bonus”), less required deductions, determined as follows: (i) two percent (2%) of the Transaction Value if the Transaction Value is at least $1,200,000,000 but is less than $1,500,000,000; (ii) four percent (4%) of the Transaction Value if the Transaction Value is at least $1,500,000,000 but is less than $1,850,000,000; or (iii) six percent (6%) of the Transaction Value if the Transaction Value is $1,850,000,000 or more. The Special Performance Bonus shall be paid by the Company to Executive in a lump sum cash payment on the closing date of the Sale Event or the IPO, as applicable. Executive shall be entitled to receive the Special Performance Bonus regardless of whether he is employed by the Company through completion of the Sale Event or an IPO, unless Executive is terminated for Cause as defined in Section 12(a)(v)(B) or (C) of this Agreement or unless Executive resigns without Good Reason prior to the closing date of the Sale Event or the IPO. If a Sale Event or an IPO does not occur on or before the second anniversary of the Effective Date, Executive and the Company shall negotiate in good faith a replacement arrangement for this Section 3(c).
Special Performance Bonus. If the Company’s EBITDA exceeds $500 million for any two consecutive fiscal years that commence on or after January 2019, Executive shall be paid a cash bonus of Five Million Dollars ($5,000,000) (the “Special Performance Bonus”), subject to his continued employment through the last day of the second such fiscal year, except as provided in Section 4(b)(iii). Such bonus shall be payable at the same time as the Annual Performance Bonus described in Section 3.5 that is earned for such second fiscal year. For purposes hereof, “EBITDA” means the Company’s earnings before interest, taxes, depreciation and amortization, as determined by the Board in good faith, provided that EBITDA shall be measured and adjusted on the same basis used by the Company in measuring the Company’s adjusted EBITDA for the fiscal year that ended in January 2018, subject to reasonable further adjustments by the Board for acquisitions, dispositions, non-recurring items, and other appropriate circumstances. For the avoidance of doubt, only one Special Performance Bonus may be paid hereunder.
Special Performance Bonus. Executive will be eligible to receive a special performance bonus in the amount of $1,800,000 (the “Performance Bonus”) if the Company’s Chief Executive Officer, in consultation with the Company’s Board of Directors, determines that Executive has successfully completed the Restructuring by February 28, 2009 (the “Target Completion Date”). The determination by the Chief Executive Officer shall occur within ten (10) days of the Target Completion Date (the “Determination Date”). The Performance Bonus shall be paid to Executive within thirty (30) days of the Determination Date as set forth below:
(i) $500,000 of the Performance Bonus shall be paid to Executive if the Chief Executive Officer, in consultation with the Company’s Board of Directors determines, on the Determination Date, that the Company’s Health Plan Division has achieved the 2008 market plans for each of the Company’s commercial health plan regions;
(ii) $1,300,000 of the Performance Bonus shall be paid to Executive if the Chief Executive Officer, in consultation with the Company’s Board of Directors, determines, on the Determination Date, that Executive has met his 2008 performance goals. In the event Executive voluntarily Terminates his employment with the Company before the Target Completion Date, Executive shall no longer be eligible to receive the Performance Bonus and shall not be entitled to participate in the EIP. In the event the Company Terminates Executive before the Target Completion Date for any reason other than Cause (as defined below), Executive shall be paid the entire amount of the Performance Bonus within thirty (30) days of such Termination. In the event that a Change in Control (as defined below) occurs before the Target Completion Date, Executive shall be paid the entire amount of the Performance Bonus within thirty (30) days of consummation of the Change in Control. Upon completion of the Restructuring, regardless of whether all or any portion of the Performance Bonus was paid, Executive shall be eligible to participate in the EIP for the duration of his employment with the Company as set forth in Section 6(D) above.
Special Performance Bonus. (i) Employee shall be eligible to receive a lump sum payment in cash of up to the amount set forth on Appendix A as the Special Performance Bonus Target (the “Special Performance Bonus”). The amount of the Special Performance Bonus to be paid to Employee, if any, shall be based on Employee’s and HealthSpring’s performance in 2012 as determined in the discretion of Cigna’s CEO in consultation with the PRC, as applicable. The Company shall pay Employee the Special Performance Bonus, if any, in March 2013. For the avoidance of doubt, the Special Performance Bonus, if any, shall be in addition to, and not in lieu of, any payment Employee may receive under Cigna’s Management Incentive Plan (“MIP”) or HealthSpring’s annual bonus plan.
(ii) Notwithstanding the foregoing, in the event of a Change of Control prior to the determination date of the Special Performance Bonus amount to be paid to Employee, the amount of the Special Performance Bonus to be paid to Employee shall be the Special Performance Bonus Target set forth on Appendix A. In the event Employee’s employment is terminated by the Company without Cause, by Employee for Good Reason or by reason of Employee’s death or disability following a Change in Control but before the Special Performance Bonus has been paid to Employee, the Company shall pay Employee the Special Performance Bonus within 30 days of the date of termination of Employee’s employment subject to any delay required pursuant to Section 16 of this Agreement and, except in the case of a termination by reason of Employee’s death, so long as Employee executes, delivers and does not revoke the General Release.
Special Performance Bonus. (a) In addition to any payments to which Employee may be entitled under Sections 4.02, 4.03, 4.04, or 5.01, as applicable, and provided the Transaction is consummated in accordance with the Acquisition Agreement and Employee remains in the continuous employment of Employer from the date hereof to the Acquisition Effective Date, Employee shall be entitled to a special performance bonus in addition to any bonuses to which Employee is entitled under the MIP or otherwise. The target amount of the special performance bonus shall be $250,000 and shall be payable to Employee as soon as reasonably practicable after Acquisition Effective Date but in no event more than 10 business days following the Acquisition Effective Date if (i) Employer attains 100% of the performance objectives ("Bonus Targets") established by the Board for the 2000 fiscal year of the Company, as set forth on Schedule A attached, and (ii) substantially all of the current members of Employer's executive committee, Employer's general managers and certain other key employees of Employer identified in writing to Employee prior to the date hereof (other than any such Management Employee whose employment is terminated by Harveys or terminates due to such Management Employee's retirement, death or disability) (collectively, the "Management Employees") remain employed in accordance with the terms of their respective current employment agreements from the date hereof to the Acquisition Effective Date; provided that, if substantially all of the Management Employees do not remain employed by Employer, the Compensation Committee of the Board shall review, in good faith, the circumstances surrounding each Management Employee's departure, including the activities of Employee with respect thereto and the reasons for such Management Employee's departure, and based on such review, shall determine the portion, if any, of the special performance bonus that will be paid to Employee. Satisfaction of the Bonus Targets shall be determined on the basis of Employer's EBITDA as adjusted to take account of certain non-recurring events, substantially in accordance with past practices. Following the end of fiscal year 2000, if the Transaction has not been consummated and an Abandonment Event has not occurred, Employer may implement a special bonus program for Employee for fiscal year 2001, based on such bonus targets and target amounts as Employer shall determine and providing for the payment of a pro rated special perfor...
Special Performance Bonus. You shall be entitled to earn certain special performance bonuses on the terms set out in Annex 2 hereto and such other discretionary bonuses as may be awarded by the Compensation Committee of the Board of Directors of CME Ltd. (the “Compensation Committee”) from time to time (the “Special Performance Bonuses”). The Compensation Committee may award such Special Performance Bonuses in equity of CME Ltd.
Special Performance Bonus. In addition to the Base Salary and the Annual Bonus, the Executive shall also be entitled to receive a special performance bonus (the “Special Performance Bonus” and, together with the Annual Bonus, the “Bonus”) which shall be (i) equal to the sum of $100,000 and (ii) due and payable on the HCS Plan of Reorganization Effective Date.”
4. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
5. If any provision of this First Amendment or the application hereof to any person or circumstances shall to any extent be held void, unenforceable or invalid, then the remainder of this First Amendment and the Existing Employment Agreement or the application of such provision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affected thereby, and each provision of this First Amendment and the Existing Employment Agreement shall be valid and enforced to the fullest extent permitted by law.
6. Except as amended hereby, the Existing Employment Agreement shall continue in full force and effect without any further action by the parties thereto. On or after the effective date of this First Amendment, references to the “Agreement” in the Existing Employment Agreement, as amended hereby, shall be deemed to mean, for purposes of determining the rights, remedies, obligations and liabilities of the parties thereto and all other purposes, the Existing Employment Agreement, as amended by this First Amendment.
Special Performance Bonus. During the Employment term Executive will also be eligible to receive special cash incentives (“Special Incentive(s)”) payable for the achievement of special project and other performance goals established by the CFO and the CEO. For calendar year 2014, Executive’s target Special Incentive (“Target Special Incentive” and together with the Target Annual Incentive and the Base Salary, the “Target Annual Compensation”) will be $200,000. The amount of any Special Incentive for any particular special project must be established and approved jointly by the CFO and CEO concurrently with the establishment of the performance goals and prior to the commencement of the particular special project. For clarity, Executive will be eligible to receive the Special Incentive if Executive meets the performance goals specified by the CFO and the CEO for the applicable period, regardless of whether such performance goals or Executive’s work involves special projects. For clarity, the performance goals for any particular performance period must be established in writing prior to or at the commencement of the applicable performance period, and the performance goals for any particular special project for which Special Incentives may be earned also must be established in writing prior to or at the commencement of the special project. If a Special Incentive is based upon a particular performance period (e.g. fiscal year 2014) then it shall also be prorated for the portion of performance period during which Executive is an employee of the Company; provided however Executive must be an employee of the Company upon successful completion of the special project or specified performance period as applicable to be eligible to receive the associated Special Incentive. The actual earned Special Incentive, if any, payable to Executive for any special project or performance period will also depend upon the extent to which the applicable performance goal(s) for the special project or performance period are achieved and subject to the terms and conditions of the applicable Special Incentive program as approved by CFO and CEO. Whether, and the extent to which, each special project or specified performance period has been successfully completed will be determined by the CFO subject to review and approval by the CEO. Any Special Incentives earned pursuant to this Section 3(c) will be paid to Executive as soon as reasonably practicable following the date on which such Special Incentives are earned ...
Special Performance Bonus. Executive shall be entitled to a one-time special performance bonus award of up to $465,000 payable on February 28, 2007 if Executive successfully achieves the performance objectives set forth on Schedule 1 attached hereto and incorporated herein by reference (the “Special Performance Bonus”). The actual amount of Executive’s Special Performance Bonus shall be based on the evaluation of Executive’s performance against the performance objectives set forth on Schedule 1, which evaluation shall be done jointly by the Company’s Chief Executive Officer and the Executive Compensation Committee, with significant input from the Audit Committee. Notwithstanding anything contained hereinto to the contrary, the Special Performance Bonus shall be paid in full if, prior to February 28, 2007, Executive is terminated by the Company without Cause or Executive terminates his employment for Good Reason, with the Special Performance Bonus paid on the day Executive ceases to be employed.
