Company PSUs means the outstanding performance share units of the Company issued pursuant to: (i) the Company Legacy Equity Incentive Plan; and (ii) the Company PRSU Plan.
Company PSU means a restricted stock unit with respect to Common Stock that was granted subject to performance-based vesting conditions.
Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).
Company RSUs means any restricted stock units granted under any of the Company Equity Plans.
Net Payment means the amount the Issuer or any paying agent pays the Holder after deducting or withholding an amount for or on account of any present or future tax, assessment or other governmental charge imposed with respect to that payment by a taxing authority (including any withholding or deduction attributable to additional amounts payable pursuant to this Section).
Structured settlement payment rights means rights to receive periodic payments under a structured settlement, whether from the structured settlement obligor or the annuity issuer, where:
Company RSU means each restricted stock unit award relating to shares of Company Common Stock granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time and subject solely to service-based vesting requirements.
Company SAR means any stock appreciation right linked to the price of Company Common Stock and granted under any Company Stock Plan.
AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, in each case to avoid the application of Section 163(e)(5) of the Code thereto.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.
Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.
Earnout Payment has the meaning set forth in Section 2.3(b).
Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).
Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).
Earn-Out Payments has the meaning set forth in Section 2.3(a).
Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.
Unvested Company Option means any Company Option that is not a Vested Company Option.
Equity Award means all incentive stock options, non-statutory stock options, shares of restricted stock, restricted stock units or other incentive equity awards in respect of shares of the Company’s equity securities that have been or will be granted to you by the Company.
Earnout Payments has the meaning set forth in Section 2.2(a).
Company Equity Awards means the Company RSU Awards and the Company PSU Awards.
Nonqualifying Income means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.
Transaction Bonuses means the aggregate amount of any transaction bonuses, discretionary bonuses, “success” fees, change of control payments, retention bonuses, severance payments, payouts of deferred compensation and any similar or other payment obligations payable related to the consummation of the Merger, the terms of which have been agreed to by the Company or the Company Subsidiary prior to the Effective Time, including with respect to any Employee, any employer-side payroll or related Taxes payable with respect thereto.
Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive's Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive's target annual incentive bonus for the year in which the Date of Termination occurs.
Stock Payment means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.
Distribution Equivalent Right means an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.
Delta Payment means as it is described in this Agreement.