Valuation of Performance Units. Each Performance Unit shall have an initial value of $1,000 (the “Initial Grant Value”). The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) shall value each Performance Unit at the end of 2006 using the performance measures set forth in the grid attached as Exhibit A, but the Compensation Committee shall have the discretion to reduce the resulting valuation (the “Payment Value”). The Grantee agrees that the Performance Units granted hereunder are in lieu of an award under the Company’s Annual Incentive Award Plan for 2006.
Valuation of Performance Units. At the end of the Performance Period, if the Threshold Requirement is met or otherwise waived by the Company's Board of Directors, the value of each Performance Unit shall be determined by multiplying the Initial Grant Value by the average of the total weighted AIAP scores for each of 2003, 2004 and 2005 (the "Payment Value").
Valuation of Performance Units. (a) At the end of the Performance Period, if the Threshold Requirement is met or otherwise waived by the Company’s Board of Directors, the value of each Performance Unit (the “Payment Value”) shall be determined by multiplying the Initial Grant Value by 0% to 200% based on the level of achievement of the third year RAI earnings per share target, set forth on Annex I, at the end of the Performance Period. An additional adjustment to the Payment Value will be made up to +/-10% based on the level of RAI’s total shareholder return compared against the total shareholder return of RAI’s Peer Group during the Performance Period, as set forth on Annex I. “RAI’s Peer Group” shall mean the companies comprising Standard & Poor’s Food and Beverage Index as of the date of grant, plus Altria Group, Inc., Carolina Group and UST Inc.
Valuation of Performance Units. Each Performance Unit shall represent the right to receive an amount in cash based upon the attainment of certain financial goals (“Performance Criteria”) during a specified period of time (the “Performance Period”) under a specified payment formula (the “Payment Formula”), each of which shall be specified in the Certificate. Following the end of the Performance Period, the Committee shall certify the level of attainment of the Performance Criteria and the amount payable under the Payment Formula as a result thereof, provided that the Committee shall have discretion to reduce (but not increase) the amount otherwise payable under the Performance Units (the amount so payable (after the application of such discretion, if any), the “Payment Value”).
Valuation of Performance Units. (a) Each Performance Unit shall have an initial value of $1,000 (the “Initial Grant Value”). The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) shall value each Performance Unit at the end of 2008 using the performance measures set forth in the grid attached as Exhibit A, but the Compensation Committee shall have the discretion to reduce the resulting valuation (the “Payment Value”). The Grantee agrees that the Performance Units granted hereunder are in lieu of an award under the Company’s Annual Incentive Award Plan for 2008.
(b) Pursuant to Section 3(a) of the Plan and Section 11(a) hereof, the Compensation Committee shall, in determining whether actual results have met the Goals, exclude the effect, or otherwise make equitable adjustments in recognition, of such of the following as are set forth in Exhibit A on the Date of Grant: charges for restructuring or asset impairment, acquisitions, divestitures, discontinued operations, pension gains and/or losses, extraordinary items, unusual or non-recurring items and changes in applicable laws (including, without limitation, tax laws and changes in generally accepted accounting principles). To the extent that the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the performance measures unsuitable, the Compensation Committee may in its discretion modify such performance measures or the related minimum acceptable level or levels of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable, except in the case when such action would result in the loss of the otherwise available exemption of the Performance Units under Section 162(m) of the Code. In such case, the Compensation Committee will not make any modification of the performance measures or the minimum acceptable level or levels of achievement with respect to the Performance Units granted hereunder.
Valuation of Performance Units. The Performance Units shall have a Unit Value as set forth in Section 4(c) and/or Section 4(f) of the Agreement, as applicable. The value of any Performance Units granted under the Award that vest on any Vesting Date or that vest in accordance with Section 5 of the Agreement and become payable shall be based on one or more percentages (each a “Percentage Multiple”) of the amount of the E-Commerce Division’s positive growth in its annual EBITDA, if any, during the applicable period(s) specified in Sections 2 and 4 of the Agreement. For purposes of this paragraph and Section 4 of the Agreement, the Percentage Multiples and the Total EBITDA Pool shall be determined as follows:
(a) The 2013 Percentage Multiple shall be 3.45%.
(b) The 2014 Percentage Multiple shall be 4.81%.
(c) For purposes of Section 4(d)(iii) of the Agreement, the Total EBITDA Pool shall be computed using the following table based on the amount by which EBITDA for calendar year 2015 (“2015 EBITDA”) exceeds 2012 EBITDA and the 2015 Percentage Multiples specified in column (D) of the table: If the 2015EBITDA is at Least But the 2015 EBITDA is Not Over Total Pool Based on Column “A” Percentage Multiple Amount in Column “A” $ 139,194,741 $ 185,268,200.99 (1) $0.00 0.00000% $ 139,194,741 __________________________________
(1) The 2015 EBITDA must exceed this amount for the E-Commerce Division to achieve the CAGR threshold specified in Section 3 of this Exhibit as of the Third Vesting Date.
(d) The 2015 CIC/Enova Event Percentage Multiple shall be 7.95%.
Valuation of Performance Units. The Performance Units shall have a Unit Value as set forth in Section 4(c) and/or Section 4(f) of the Agreement, as applicable. The value of any Performance Units granted under the Award that vest on any Vesting Date or that vest in accordance with Section 5 of the Agreement and become payable shall be based on one or more percentages (each a “Percentage Multiple”) of the amount of the E-Commerce Division’s positive growth in its annual EBITDA, if any, during the applicable period(s) specified in Sections 2 and 4 of the Agreement. For purposes of this paragraph and Section 4 of the Agreement, the Percentage Multiples and the Total EBITDA Pool shall be determined as follows:
(a) The 2013 Percentage Multiple shall be [**Confidential Treatment Requested].
(b) The 2014 Percentage Multiple shall be [**Confidential Treatment Requested].
(c) For purposes of Section 4(d)(iii) of the Agreement, the Total EBITDA Pool shall be computed using the following table based on the amount by which EBITDA for calendar year 2015 (“2015 EBITDA”) exceeds 2012 EBITDA and the 2015 Percentage Multiples specified in column (D) of the table: [**Confidential Treatment Requested] [**Confidential Treatment Requested] (1) [**Confidential Treatment Requested] [**Confidential Treatment Requested] [**Confidential Treatment Requested]
(1) The 2015 EBITDA must exceed this amount for the E-Commerce Division to achieve the CAGR threshold specified in Section 3 of this Exhibit as of the Third Vesting Date.
(d) The 2015 CIC/Enova Event Percentage Multiple shall be [**Confidential Treatment Requested].
Valuation of Performance Units. For purposes of determining the value of Performance Units under Plan III, the Net Worth shall be deemed to be $301,064,092 at January 1, 1995. Future valuations of the Net Worth after January 1, 1995 will not include the value of the Corporation's interests in Basic Holdings Limited, a Bahamian corporation, The Magazine Press, Inc., a New York corporation, Pet City Holdings PLC, a company incorporated in England and Wales, and United Park City Mines Company, a Delaware corporation, owned by the Corporation as of December 31, 1994. A third party, chosen by SKZ, shall determine the Net Worth of the Corporation and the appreciation in value of certain assets of the SKZ Trust after the third year of Plan III. Unless Net Worth reflects a cumulative increase in the Net Worth after giving effect to the following paragraphs, under which Net Worth must reach a threshold level of Rate of Return on Investment ("ROI") (as hereinafter defined), no awards of Performance Units shall occur during any accrual period during the Plan Term. Such calculation will be made by the Corporation. Any capital contributions made by SKZ to the Corporation and the proceeds received by the Corporation from sales of Stock (as defined below) owned by the Corporation as of December 31, 1994 (after giving effect to contributions to the Rabbi Trust), shall be deducted from the calculation of Net Worth, and any capital distribution (with respect to either) made to SKZ by the Corporation shall be added back to the calculation of Net Worth for purposes of Plan III. The threshold level of ROI shall be equal to the average cost of commercial bank capital or other capital acquired similarly paid by the Corporation for each year during Plan Term. If the Corporation has no commercial bank debt during the Plan Term, the published Prime Rate of Morgxx Xxxranty Bank of New York City, New York will be used for this purpose. In the event of additional capital contributions by SKZ or the Corporation's receipt of proceeds from sales of Stock owned by the Corporation as of December 31, 1994 (after giving effect to contributions to the Rabbi Trust) or distributions to SKZ, the ROI calculation shall be prorated and adjusted to reflect any such additional capital exchange, and the Corporation's cost of capital shall be imputed from the date of such additional capital exchange to the valuation date. The cumulative increase in Net Worth of the Corporation and the resulting Performance Unit values shall be comput...
Valuation of Performance Units. The value of Vested Performance Units and the number of shares of common stock of the Public Company distributable on account of Vested Performance Units is set forth in this paragraph (d). Upon the closing date of the initial Public Offering, a computation of Total Profits, Total Distributions and Total Performance Unit Value shall be made on a basis as if all of the Company's direct or indirect equity interests in the Public Company (but excluding any such equity interests either sold in the initial Public Offering by Aurora/VDK LLC or distributed by Aurora/VDK LLC in connection with the initial Public Offering in respect of a special distribution by Aurora/VDK LLC of $50,900,000 in the aggregate to the Company and MBW Investors LLC) had been valued at a per share price equal to the Gross IPO Price and as if such value had been distributed by the Company in accordance with Section 8.3 of the Company Agreement. For the purpose hereof, the term "Gross IPO Price" shall mean the price to the public per share at which securities of the Public Company were sold in the initial Public Offering without reduction for underwriter's commissions and other expenses relating to the initial Public Offering.
Valuation of Performance Units. The value of the Performance Units (“Value”) shall be determined by the Committee as follows:
