Performance Termination definition

Performance Termination means the termination of Officer’s employment by the Company without Cause (as defined in Section 7) following the failure of the Company to achieve at least 85% of the budgeted level of earnings from continuing operations before income taxes (Corporate Pre-Tax Profits) or other similar budget measure approved by the Board of Directors of the Company (as such measure may be adjusted by the Board during any fiscal year) and designated by the Board of Directors as the budget measure for purposes of this definition of “Performance Termination,” during any two fiscal years during a consecutive three fiscal year period. The determination whether the Company has failed to achieve any such budget measure for a fiscal year shall be based upon the Company’s audited financial statements for such fiscal year. In making a determination whether the Company has failed to achieve any such budget measure for a fiscal year, the Board shall consider the impact of changes in general economic conditions, legal or regulatory changes generally affecting the industry in which the Company operates, and adverse weather incidents or other acts of God that are not within the control of the Company. In the event the Board of Directors determines that the Company has failed to achieve such budget measure in any fiscal year, the Board will give the Officer written notice of such fact within five (5) business days following the filing of the Annual Report on Form 10-K for the Company for such fiscal year. In the event the Board of Directors determines to terminate Officer’s employment without Cause pursuant to a Performance Termination, the Board must give Officer notice of such termination before the later of (i) 180 days after the end of the second fiscal year end of the Company in which the Company failed to meet such budget measures and (ii) the date of the annual meeting of the Company’s shareholders following the end of the second fiscal year of the Company in which the Company failed to meet such budget measures.
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Performance Termination means a termination of the DK Employment Agreement after the third anniversary of the Closing Date as a result of a determination by WHGP and Blackstone GP that the net operating income of the Properties is not at least $124 million for the full year ending on the third anniversary of the Closing Date (the "Test Year") (it being understood that such net operating income shall be calculated based upon the unaudited financial statements of the Partnership, provided that any of the General Partners may require that the Performance Termination be based on the net operating income shown on audited financial statements). For purposes of calculating the foregoing test, (x) net operating income so derived shall be reduced by (i) the amount of any net operating income attributable to properties acquired by the Partnership after the Closing Date and (ii) the amount of net operating income attributable to properties sold by the Partnership prior to or after the Closing Date to the extent included in the net operating income of the Test Year, and (y) the $124 million threshold shall be reduced by the amount of net operating income attributable to the Properties sold by the Partnership prior to or after the Closing Date, as such attributable amounts are shown on Schedule 9.10 attached hereto.
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Performance Termination is defined in Section 4.2(c).
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Examples of Performance Termination in a sentence

  • It is expressly understood and agreed that a Termination for Performance and payment of the Performance Termination Fee is the Company’s intended remedy for a Performance Reason.

  • The Accrued Fees and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be payable within ten (10) business days following the delivery to the Company of such computation.

  • No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 7(a)(ii) (Termination For Cause) or Section 7(a)(iv) (following a Managing Agent Change of Control).

  • A copy of all computations of the Management Fee, Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, shall be delivered by the Manager to the Company within thirty (30) days following the date of termination.

  • Also, payment of the Full Termination Fee or the Performance Termination Fee, as applicable, shall not affect other rights and obligations created under Sections 2, 14, 17, 18 and 19 of this Agreement or otherwise between the Company and the Manager.

  • The Incentive Fee and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be computed and payable within thirty (30) days following the date of termination.

  • No Full Termination Fee or Performance Termination Fee shall be payable in the event of termination by the Company pursuant to Section 18(a)(ii) (Termination For Cause) or Section 18(a)(iv) (following a Manager Change of Control).

  • The Revenue Index of the Hotel during the Performance Termination Period is less than the Revenue Index Threshold for such Performance Termination Period.

  • Owner shall exercise such option to terminate by serving written notice thereof on Manager no later than sixty (60) days after Owner’s receipt of the last Accounting Period Statement for Performance Termination Period, and this Agreement shall terminate as of the end of the second (2nd) full Accounting Period following the date on which Manager receives the above-described notice from Owner.

  • Base Fee – 3% of Total Revenue Incentive Management Fee – 20% of Proceeds after Owner’s Priority 12% of Purchase Price Owner will have the right to terminate the management agreement if in any year (after the first “stub” year) the following occurs: (a) Gross Operating Profit is less than the Performance Termination Threshold AND (b) the RevPAR Index is less than 100%.


More Definitions of Performance Termination

Performance Termination means termination of Executive’s employment by the Company after Executive’s job performance has been found unsatisfactory, in the reasonable and good faith judgment of the Company.
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Performance Termination means a termination of the DK Employment Agreement after the third anniversary of the Closing Date as a result of a determination by WHGP and Blackstone GP that the net operating income of the Properties is not at least $124 million for the full year ending on the third anniversary of the Closing Date (the "TEST YEAR") (it being understood that such net operating income shall be calculated based upon the unaudited financial statements of the Partnership, provided that any of the General Partners may require that the Performance Termination be based on the net operating income shown on audited financial statements). For purposes of calculating the foregoing test, (x) net operating income so derived shall be reduced by (i) the amount of any net operating income attributable to properties acquired by the Partnership after the Closing Date and (ii) the amount of net operating income attributable to properties sold by the Partnership prior to or after the Closing Date to the extent included in the net operating income of the Test Year, and (y) the $124 million threshold shall be reduced by the amount of net operating income attributable to the Properties sold by the Partnership prior to or after the Closing Date, as such attributable amounts are shown on SCHEDULE 9.10 attached hereto.
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Performance Termination means a termination by the Company directly related to Participant’s work performance, as determined by the Company in its sole discretion.
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Related to Performance Termination

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  • Termination of Services means Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Disability Termination means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Employment Termination Date means the date as of which the Executive incurs a Termination of Employment determined in accordance with the provisions of Section 5.2.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Optional Termination The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a) hereof.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Normal Termination means termination of employment or service with the Company and all Subsidiaries:

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • Eligible Termination means the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Plan Termination Date means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board pursuant to Section 15 hereof.

  • Share Termination Alternative If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment. Share Termination Delivery Property: A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Complete Termination means a termination of the Fund's Rule 12b-1 plan for B-2 Shares involving the cessation of payments of the Distribution Fees, and the cessation of payments of distribution fees pursuant to every other Rule 12b-1 plan of the Fund for every existing or future B-Class-of-Shares (as hereinafter defined) and the Fund's discontinuance of the offering of every existing or future B-Class-of-Shares, which conditions shall be deemed satisfied when they are first complied with hereafter and so long thereafter as they are complied with prior to the earlier of (i) the date upon which all of the B-2 Shares which are Distributor Shares pursuant to Schedule I hereto shall have been redeemed or converted or (ii) May 31, 2005. For purposes of this Section 14.5, the term B-Class-of-Shares means each of the B-1 Class of Shares of the Fund, the B-2 Class of Shares of the Fund and each other class of shares of the Fund hereafter issued which would be treated as Shares under Schedule I hereto or which has substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of the shares of such class. The parties agree that the existing C Class of Shares of the Fund does not have substantially similar economic characteristics to the B-1 or B-2 Classes of Shares taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares. For purposes of clarity the parties to this agreement hereby state that they intend that a new installment load class of shares which may be authorized by amendments to Rule 6(c)-10 under the 1940 Act will be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing B-1 or B-2 Classes of Shares taking into account the total sale charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares and will not be considered to be a B-Class-of-Shares if it has economic characteristics substantially similar to the economic characteristics of the existing C Class of shares of the Fund taking into account the total sales charge, CDSC or other similar charges borne directly or indirectly by the holder of such shares.

  • Company Termination Event has the meaning set forth in Section 10 hereof.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

Most Referenced Clauses

Most Referenced Definitions