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 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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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.

  • This is a possibility.When applied to augmented and virtual reality, artificial intelligence has the potential to create an experience that is more tailored to the individual user and more relevant to their requirements.

  • If Participant’s employment is terminated involuntarily other than for Gross Misconduct, Participant will be entitled to receive his or her Pro Rata Award during the Pro Rata Award Distribution Period.

  • On 13 September 2016, the Employer provided to the FWO full and complete calculations of the underpayments due and owing to the 18 employees affected as a result of being paid in accordance with the Pro Rata Award Based Structure.

  • DEATH OR DISABILITY In the event of death, the Committee shall have the option to a) calculate a Pro Rata Award and accelerate payment of such Incentive Award or b) calculate the Incentive Award on the same basis as if the Participant had worked for the entire fiscal year.

  • If the Participant’s employment terminates as a result of retirement, after attaining age fifty-five (55) and completing ten (10) continuous years of service with the Companies measured from the Participant’s most recent date of commencement of employment, during the Performance Cycle, the Participant will receive a Pro Rata Award.


More Definitions of Pro Rata Award

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. 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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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 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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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).

  • Pro-rata Annual Bonus means the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

  • 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 Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

  • Vesting Percentage means the percentage by which the Target Total Award is multiplied as set forth in the chart in Section II below.

  • Performance Percentage means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.

  • Pro Rata Basis with respect to any release of Collateral in connection with the partial prepayment of any Loan, means that the Applicable Percentage of each Item of Collateral securing such Loan (subject to adjustment by Custodian in its reasonable discretion to reflect any minimum denominations applicable to any Collateral) shall be released from Lender’s lien.

  • 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.

  • Pro Rata Percentage of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

  • Pro Rata Repurchases means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

  • 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 Repurchase means any purchase of shares of Common Stock by the Corporation or any subsidiary thereof, whether for cash, shares of capital stock of the Corporation, other securities of the Corporation, evidences of indebtedness of the Corporation or any other person or any other property (including shares of a subsidiary of the Corporation), or any combination thereof, effected while any of the shares of ESOP Preferred Stock are outstanding, pursuant to any tender offer or exchange offer subject to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision of law, or pursuant to any other offer available to substantially all holders of Common Stock; provided, however, that no purchase of shares by the Corporation or any subsidiary thereof made in open market transactions shall be deemed a Pro Rata Repurchase. For purposes of this paragraph I(7), shares shall be deemed to have been purchased by the Corporation or any subsidiary thereof “in open market transactions” if they have been purchased substantially in accordance with the requirements of Rule 10b-18 as in effect under the Exchange Act, on the date shares of ESOP Preferred Stock are initially issued by the Corporation or on such other terms and conditions as the Board of Directors of the Corporation or a committee thereof shall have determined are reasonably designed to prevent such purchases from having a material effect on the trading market for the Common Stock.

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

  • Non-PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

  • Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to:

  • Participation Percentage means the rounded percentage of the total actual Project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the rounded percentage of the total actual Project costs that will be contributed by the Recipient. Both percentages are identified in Appendix B. If the total actual Project costs exceed the estimated Project costs identified in Appendix B, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Purchase Percentage means, with respect to any Purchased Asset, the applicable Maximum Purchase Percentage specified in Schedule 1 (or as otherwise specified in the applicable Confirmation), as adjusted in accordance with Schedule 1 (or as otherwise specified in the applicable Confirmation).

  • 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.

  • Participation Percentages means the percentage of the total actual project costs that will be contributed by the OPWC, not to exceed the maximum dollar contribution of the OPWC identified in this Project Agreement, and the percentage of the total actual project costs that will be contributed by the Recipient. Both of the percentages are identified in Appendix D. In the event that the total actual project costs exceed the estimated project costs identified in Appendix D, the Local Subdivision Participation Percentage will increase to reflect the cost overrun, while the OPWC percentage contribution will decrease recognizing that there is a maximum dollar contribution from the OPWC which is identified in this Project Agreement.

  • Applicable L/C Fee Percentage means, as at any date of determination, a rate per annum equal to the Applicable Eurodollar Margin for Revolving Loans in effect on such date.

  • Participation Maximum shall have the meaning ascribed to such term in Section 4.12(a).

  • Payout Percentage means the percentage (between 0% and 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the value of each Performance Unit.