Pro Rata Award definition

Pro Rata Award means an amount equal to the product of (i) the amount of the Award that would have been paid to the Award Holder if the Award Holder had remained employed by the Company through the Payment Date, based on actual Company performance over (or the occurrence of an Acceleration Event during) such period and (ii) a fraction, the numerator of which is the number of full months elapsed from (a) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (b) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the date of Termination of Employment and the denominator of which is the number of months from (1) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (2) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the Performance Goals are achieved.
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Pro Rata Award has the meaning set forth in Section 6.12(h).
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Pro Rata Award. Participants employed for a period less than the full fiscal year will receive a payout prorated to their length of employment, so long as they have service of at least 90 days during the performance year. PERFORMANCE For the ____________________, performance criteria will CRITERIA AND include the performance of First Merchants Corporation and WEIGHTS: First Merchants Bank. The weighting of these criteria shall be as follows: (SEE ATTACHED SCHEDULE A) PAYOUT Award schedules, attached hereto, define the minimum THRESHOLD performance levels for which Incentive Compensation Awards CONDITIONS: will be made. Awards will be made if performance equals or exceeds the minimum performance levels shown on any one of the attached schedules. For the current year, minimum ("THRESHOLD") performance levels are: (SEE ATTACHED SCHEDULE A) The total incentive award is calculated by adding the applicable awards derived from each of the schedules. A schedule will be utilized for this purpose only if the actual performance level is above the schedule's minimum. Approved by the Compensation Committee: April 21, 1988 (ORIGINAL APPROVAL) February 19, 1997 (CURRENT APPROVAL) SCHEDULE A TO FIRST MERCHANTS CORPORATION MANAGEMENT INCENTIVE PLAN The Corporation's Management Incentive Plan covering its executive officers are all in the form of Exhibit 10.1 and are substantially identical, except as noted below. Actual targets are not disclosed. The maximum bonus under the Management Incentive Plan for Chief Executive Officer is 40% of base salary. The performance criteria used include the Corporation's return on assets, return on equity, efficiency ratio and net income growth.
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Examples of Pro Rata Award in a sentence

  • For example, if the Grantee was granted 1,200 Award Units and retirement occurs 548 calendar days into the Vesting Period, assuming the Vesting Period contains 1,095 calendar days, the Grantee would have (i) 1,200/3 = 400 Award Units vested pursuant to Section 2.1, plus (ii) 1,200 x (183/1095) = 201 Pro Rata Award Units.

  • In the absence of a valid deferral of an Award pursuant to the Pre-409A Employee Share Deferral Terms or the Cooper Industries Management Incentive Compensation Deferral Plan, the Company shall, within ten (10) days after the occurrence of a Change in Control, make, or cause to be made, a lump sum cash payment to the Participant equal to the Earned Pro Rata Award.

  • The Pro Rata Award shall be equal to the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.

  • If the Grantee’s Employment terminates on account of Xxxxxxx’s death or Disability, then: Pro Rata: Award does not accelerate but remains outstanding until the Vesting Dates.

  • The Pro Rata Award shall be equal the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.

  • The Company shall, within 10 days after the occurrence of a Change in Control, make, or cause to be made, a lump sum cash payment to the Participant equal to the value of the sum of (a) in the absence of a timely redeferral election by a Participant, all amounts credited to a Participant's deferral account, including accrued interest and Dividend Equivalents, and (b) the Earned Pro Rata Award.

  • Notwithstanding any provision of this Agreement to the contrary, if (i) Participant becomes entitled to receive a Pro Rata Award as a result of his or her “separation from service” (within the meaning of Treas.

  • Pro rata, for the purposes of the Plan, shall mean one-twelfth of the annual incentive compensation for each full month of employment in the fiscal year for which a Pro Rata Award is earned, calculated based on the performance for the entire fiscal year.

  • The fees and disbursements of the Earnout Accountants under this Section 1.7(c)(ii) will be paid by the Parent, on the one hand, and the Member, on the other hand, based on their Pro Rata Award.

  • The fees and expenses of the Adjustment Accountants shall be borne by the Members on the one hand and the Parent on the other hand based on the Pro Rata Award.


More Definitions of Pro Rata Award

Pro Rata Award means a cash payment (less all applicable foreign, federal, state and local income tax, social security and other standard withholdings and deductions, including 401(k) contributions if so elected) equal to a pro rata portion of the Award, calculated by multiplying (i) a fraction equal to the number of days in the fiscal quarter of the Award Term ending on the Trigger Date divided by the number of days in such fiscal quarter, by (ii) the payout amount such Participant would have otherwise been entitled to receive as of the Qualification Date with respect to such fiscal quarter in accordance with the terms hereof (making the assumption there is no discretionary adjustment by the Committee (or officer) as to the Award amount).
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Pro Rata Award means a fraction the numerator of which is the dollar amount of disputes resolved by the Adjustment Accountants or the Earnout Accountants, as the case may be, in favor of Parent or the Members, as the case may be, and the denominator is the dollar amount of all disputes resolved by the Adjustment Accountants or Earnout Accountants, as the case may be.
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Pro Rata Award means the number of shares, if any, not to exceed Participant’s Maximum Shares, equal to (i) the sum of (A) Participant’s Performance Based Amount for each Performance Period (if any) prior to the Performance Period in which Participant’s Termination Date (as defined below, and constituting a “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)(1)(i), but without regard to the last sentence thereof)) occurs, and (B) Participant’s Performance Based Amount for the Performance Period in which Participant’s Termination Date occurs multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period up to and including the Termination Date and the denominator of which is the number of calendar days in the applicable Performance Period, divided by (ii) the Award Date Fair Market Value. The Company shall deliver the vested shares, if any, by March 15 of the calendar year following the calendar year that includes the Participant’s Termination Date (the “Pro Rata Award Distribution Period”), unless payment of the Award is delayed by reason of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein.
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Pro Rata Award means the product of the target Award amount multiplied by a fraction - the numerator of which is the number of months the Executive worked for the Company and its Subsidiaries during the Performance Period and the denominator of which is the total number of months during the Performance Period.
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Pro Rata Award means: (i) with reference to a Group A Participant, a fraction of the Participant's Full Award, the numerator of which fraction is the number of full calendar months
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Pro Rata Award means an amount equal to the product of (i) the amount of the Award that would have been paid to the Award Holder if the Award Holder had remained employed by the Company through the Payment Date, based on actual Company performance over (or the occurrence of an
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Related to Pro Rata Award

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Pro Rata and Pari Passu Basis means with respect to the Notes and the Note Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

  • Pro Rata shall have the meaning given in subsection 2.1.4.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.