Annual Incentive Number definition
Annual Incentive Number means the number of Class B Common Units equal to (I) (A) the number of Incentive Units multiplied by (B) 15 percent (15%) of the difference between (x) the EV per Common Unit as of the Incentive Calculation Date (the “Measurement Date EV per Common Unit”) and (y) the EV per Common Unit at the beginning of such year, (the “Baseline EV per Common Unit”), divided by (II) the Reduced Measurement Date EV per Common Unit (as defined herein), subject to adjustment as provided in this SECTION 10. The “Reduced Measurement Date EV per Common Unit” means (A) the Measurement Date EV per Common Unit minus (B) (y) the amount described in clause (I) above divided by (x) the number of outstanding Common Units on the Incentive Calculation Date. The reference to Common Unit or Common Units in the computations described in this clause (iii) shall not include the Class B Common Units computed with respect to an Incentive Calculation Date. The Annual Incentive Number will only be awarded if the difference between the Measurement Date EV per Common Unit and the Baseline EV per Common Unit is positive. By way of illustration only, assume the following: On January 1, 2012, there are 100 Class A Common Units (and no Class A Common Units are issued during 2012) and 100 Incentive Units. The Baseline EV per Common Unit is 10 and the Measurement Date EV per Common Unit is 12. The amount described in clause (I) above is 30 (100 x 15 percent x (12-10)). The Reduced Measurement Date EV per Common Unit is 11.70 (12-(30 ÷ 100)). 2.56 Class B Common ▇▇▇▇▇ (▇▇ ÷ 11.70) are issued as of December 31, 2012. On January 1, 2013, there are 100 Class A Common Units (and no Class A Common Units are issued during 2013), 2.56 Class B Common Units and 102.56 Incentive Units. Baseline EV per Common Unit is 11.70 and the Measurement Date EV per Common Unit is 12.70. The amount described in clause (I) is 15.38 (102.56 x 15 percent x (12.70-11.70)). The Reduced Measurement Date EV per Common Unit is 12.55 (12.70-(15.38 ÷ 102.56)). 1.23 Class B Common Units (15.38 ÷ 12.55) are issued as of December 31, 2013. This brings the total number of Class B Common Units to 3.79.
Annual Incentive Number shall have the meaning set forth in SECTION 10(a).
Annual Incentive Number shall have the meaning set forth in SECTION 2(a).
Examples of Annual Incentive Number in a sentence
The Annual Incentive Number will only be awarded if the difference between the Measurement Date EV per Common Unit and the Baseline EV per Common Unit is positive.
More Definitions of Annual Incentive Number
Annual Incentive Number shall have the meaning set forth in SECTION 2(a). (d) “Baseline Date EV per Common Unit” shall have the meaning set forth in SECTION 2(a). (e) “Capital Account Alignment” shall have the meaning set forth in SECTION 2(a). (f) “Class B Common Units” means the Class B Common Units of the Partnership. (g) “Class C Common Units” shall have the meaning set forth in SECTION 2(a). (h) “Code” means the Internal Revenue Code of 1986, as amended. (i) “Common Units” means the Regular Common Units, the Class B Common Units, the Class C Common Units and any other classes of common units of the Partnership (other than, for the avoidance of doubt, the portion of the Incentive Units not classified as Class C Common Units and/or Regular Common Units). (j) “Deferred Fee Agreement” shall have the meaning set forth in SECTION 2(a). (k) “EV” shall mean the equity value of the Partnership as at any baseline date or measurement date, as the case may be, as measured by the product of (a) the volume weighted average of the closing trading prices of the Regular Common Units as reported by the New York Stock Exchange (or other national securities exchange on which such securities may be principally traded, if not then traded on the New York Stock Exchange), for the twenty (20) trading days ending on such date, and (b) the number of Common Units outstanding; or if the Common Units are not then traded on a national securities exchange, then by deducting the value of the Partnership’s liabilities as reflected on its balance sheet for such date from the value of the Partnership's assets as reflected on such balance sheet. (l) “General Partner” means the general partner of the Partnership. (m) “Incentive Calculation Date” shall have the meaning set forth in SECTION 2(a). (n) “Incentive Unit Agreement” means this Incentive Unit Agreement, as amended from time to time. (o) “Incentive Unit Grant Date” shall have the meaning set forth in SECTION 2(a). (p) “Incentive Units” shall have the meaning set forth in SECTION 2(a). (q) “Independent Directors” means those directors of the General Partner who are not Affiliates of the Manager or any of its Affiliates. (r) “Issuance” shall have the meaning set forth in SECTION 2(b). 2 (s) “Measurement Date EV per Common Unit” shall have the meaning set forth in SECTION 2(a). (t) “Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municip...