On the Effective Date, or as soon as reasonably practicable thereafter, the Post-Effective Date Debtors shall pay the Sale Closing Incentive Payment to the Debtors’ Interim Chief Executive Officer.
Earnout Payment has the meaning set forth in Section 2.3(b).
Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Earnout Amount has the meaning provided in Section 2.9(b).
Incentive Payment means the payment to a STGU, including an AOBC Generation Unit, for RPS class I Renewable Generation Attributes and/or Environmental Attributes produced by these units, calculated pursuant to Section 7.0 below.
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).
Closing Payment Amount has the meaning specified in Section 1.5.
Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Earnout Payments has the meaning set forth in Section 2.2(a).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.
Earnout has the meaning set forth in Section 2.9(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Payment has the meaning set forth in Section 2.2.
Estimated Closing Cash has the meaning set forth in Section 2.4(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.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
Earnout Consideration has the meaning specified in Section 2.05(a).
Bonus Payments means that portion of the bonus payments received by the
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).