Tier II Payout definition

Tier II Payout means the first date, if any, at which all of the Members holding Tier I Units shall have received in aggregate cumulative distributions in respect of Tier I Units (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to $50,000,000.
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Tier II Payout means the first date, if any, at which all of the Members that have made Capital Contributions shall have received cumulative cash or fair market value of in kind distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) together with the cumulative cash distributions, if any, received, collectively, prior to or on the date of the Restructuring Transaction in respect of their RSP LLC Interests held prior to the consummation of the Restructuring Transaction equal to two times (2.0x) their cumulative Capital Contributions.
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Tier II Payout shall have the meaning assigned to such term under the NewCo LLC Agreement.
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More Definitions of Tier II Payout

Tier II Payout means the first date, if any, at which all of the Capital Members shall have received cumulative distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to their cumulative Capital Contributions to the Company multiplied by (1.20)n, where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to the Tier II Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by (1.20)m, where “m” is equal to the number of years between the distribution and the Tier II Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).
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Tier II Payout means the first date, if any, at which all of the Members that have made Capital Contributions shall have received cumulative cash or fair market value of in kind distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to their cumulative Capital Contributions to the Company multiplied by (1.20)n, where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to the Tier I Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by (1.20)m, where “m” is equal to the number of years between the distribution and the Tier I Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).
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Tier II Payout means the first date, if any, at which all of the Class A Members shall have received cumulative distributions in respect of their Class A Units (whether as distributions from the Company and its predecessors, as payment for the exchange, purchase or redemption of such Class A Units, or in connection with any merger or other combination of the Company with another Person), in cash and/or property (with any such property valued at Fair Market Value), equal to their cumulative Capital Contributions (in respect of their Class A Units) to the Company and its predecessors multiplied by , where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to Tier II Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by ( , where “m” is equal to the number of years between the distribution and the Tier II Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).
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Related to Tier II Payout

  • Eligible Earnings means the Grantee's base salary (prior to any deferrals under a cash or deferred compensation plan sponsored by the Corporation or an Affiliate) paid during the Plan Year. From time to time the Plan Administrator may, in its sole discretion, establish rules for determining the amounts of Eligible Earnings for employees who become Grantees other than on the first day of a Plan Year as well as any reduction of Eligible Earnings as a result of paid leave of absences.

  • Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.

  • Actual Deferral Percentage means, for a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in the group) of (1) the amount of Employer contributions actually paid over to the Trust on behalf of the Participant for the Plan Year to (2) the Participant's Earnings for the Plan Year (or, provided that the Employer applies this method to all Employees for a Plan Year, the Participant's Earnings for that portion of the Plan Year during which he was eligible to participate in the Plan). Employer contributions on behalf of any Participant shall include: (i) his Elective Deferrals, including Excess Elective Deferrals of Highly Compensated Employees, but excluding (A) Excess Elective Deferrals of Non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or another plan maintained by an Affiliated Employer, and (B) Elective Deferrals that are taken into account in the Average Contribution Percentage test described in Section 5.10 (provided the ADP test is satisfied both with and without exclusion of these Elective Deferrals), and excluding Elective Deferrals returned to a Participant to reduce an Excess Amount as defined in Section 6.5(f); and (ii) if the Employer has elected to make Qualified Nonelective Contributions, such amount of Qualified Nonelective Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test; and (iii) if the Employer has elected to make Qualified Matching Contributions, such amount of Qualified Matching Contributions, if any, as shall be necessary to enable the Plan to satisfy the ADP test and not used to satisfy the ACP test. For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for his failure to make Elective Deferrals shall be treated as a Participant on whose behalf no Elective Deferrals are made.

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • 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).

  • Highest Average Compensation means the average Compensation for the three (3) consecutive years of Service with the Employer that produces the highest average. A Year of Service with the Employer is the twelve (12) consecutive month period identical to the Plan Year.

  • 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.

  • Density bonus means a floor area ratio bonus over the otherwise maximum allowable density permitted under the applicable zoning ordinance and land use elements of the general plan of a city, including a charter city, city and county, or county of:

  • Incentive Pay means an annual amount equal to the aggregate annual bonus, in addition to Base Pay, made or to be made in regard to services rendered in any calendar year or performance period pursuant to any bonus plan of the Company.

  • Group I Allocation Percentage With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Bonus Target means the annual bonus that the Executive would have received in a fiscal year under the AIP Plan and/or the EIC Plan, if the target goals had been achieved.

  • One-hundred-year flood means a flood having a one per cent chance of being equaled or exceeded in any given year.

  • Eligible Compensation means, with respect to each Participant for each pay period, the full salary and wages paid to such Participant by the Company or a Participating Subsidiary, including commissions, bonuses (to the extent not excluded below), overtime pay and shift differentials. Except as otherwise determined by the Committee, “Eligible Compensation” does not include

  • Average Compensation means the average of your W-2 wages from the Company for the five (5) calendar years completed immediately prior to the calendar year in which the Change in Control is effected. Any W-2 wages for a partial year of employment will be annualized, in accordance with the frequency which such wages are paid during such partial year, before inclusion in Average Compensation.

  • Group II Allocation Percentage With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group II Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.

  • Base Pay means the Executive’s annual base salary from the Company at the rate in effect immediately prior to a Change in Control or at the time Notice of Termination is given, whichever is greater. Base Pay includes only regular cash salary (plus the amount of any automobile allowance paid to the Executive or any automobile lease payments made by the Company on behalf of the Executive) and is determined before any reduction for deferrals pursuant to any nonqualified deferred compensation plan or arrangement, qualified cash or deferred arrangement or cafeteria plan.

  • Availability Incentive Payments has the meaning set forth in the CAISO Tariff.

  • Actual Contribution Percentage means, with respect to a Plan Year, the ratio (expressed as a percentage) of the sum of the amount of (a) Matching Contributions, (b) After-Tax Contributions, (c) Qualified Nonelective ESOP Contributions, and (d) Tax Deferred Contributions recharacterized as After-Tax Contributions, made on behalf of the Participant for the Plan Year to the Participant’s Testing Compensation for the Plan Year.

  • Severance Multiplier means, with respect to any termination of Employee’s employment hereunder by the Company without Cause or by Employee with Good Reason, 1; provided, however, that in the event such termination occurs within the two (2) year period following a Change in Control, the Severance Multiplier shall instead equal 2.

  • Average Monthly Compensation means the quotient determined by dividing the sum of the Employee’s then current Base Salary (as defined in Section 4.1 hereof) and the greater of the most recently paid Incentive Compensation (as defined in Section 4.2 hereof) or the average of Incentive Compensation paid over the three most recent years by twelve.

  • Target Bonus means Executive’s annual (or annualized, as applicable) target bonus in effect immediately prior to Executive’s Qualifying Termination or, if Executive’s Qualifying Termination occurs during the Change in Control Period and the amount is greater, Executive’s annual (or annualized, if applicable) target bonus in effect immediately prior to the Change in Control.

  • 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.

  • Annual Compensation means an amount equal to the greater of: