Performance Adjustments Sample Clauses

Performance Adjustments. Based upon, and following receipt by the Lenders of (a) beginning with the Borrowers' financial statements as hereafter described for the fiscal quarter of the Borrowers ending closest to January 31, 2000, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a)(i), and (b) a certificate of the Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate shall be subject to adjustment in accordance with the provisions of this paragraph (each such adjustment, a "Performance Adjustment"). Performance Adjustments shall become effective (the date of the effectiveness of any Performance Adjustment, a "Performance Adjustment Date") two (2) Business Days following receipt by the Agent of (x) (i) with respect to the first three fiscal 57 -50- quarters of each fiscal year, the Borrowers' quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(b)(i), and (y) a certificate of the Borrowers setting forth calculations of the financial information set forth below (the Borrowers also hereby agreeing to provide to the Agent, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations). The Eurodollar Applicable Margin, the Documentary Letter of Credit Applicable Margin, the Standby Letter of Credit Applicable Margin and the Commitment Fee Rate (the "Pricing") with respect to any period following any Performance Adjustment Date until the next succeeding Performance Adjustment Date shall be as set forth in the table below on the line farthest down in such table with respect to which the Borrowers shall have (a) equaled or exceeded the minimum ratio of Consolidated EBITDA to Consolid...

Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales goals and annual NOP goals for the 20__, 20__, and 20__ fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and NOP goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X Maximum 2.0X * The Company’s Annual Operating Plan (AOP) as approved by the Board of Directors for 2023. The calculation of the “Adjusted Award Units” based on performance versus these annual goals will be determined as follows: (a) The Company’s actual percent achievement of AOP for 20__ or achievement of annual growth for 20__ and 20__ will be measured for each of the two (2) performance measures and for each of the three (3) fiscal years of the Performance Period; (b) A payout multiple will be determined for each performance goal and for each fiscal year, based on interpolation between the performance goals in the foregoing table (performance relative to a performance goal that is below the threshold for a fiscal year will result in a payout multiple of zero (0) for that performance goal for that fiscal year); and (c) The mean, or average, of the resulting six (6) payout multiples will be applied to the number of Award Units to determine the number of “Adjusted Award Units.” For example, if the annual Net Sales growth rate achieved for 20__ is __5%, the multiple for that performance goal for that year will be 1.0X; and if the annual NOP growth rate achieved for 20__ is 12%, the multiple for that performance goal for that year will be 2.0X. Similar multiples will be determined for each performance goal and for each of the following fiscal years. The resulting six (6) payout multiples will then be averaged to determine the final payout multiple. This final payout multiple times the number of Award Units originally granted results in the number of Adjusted Award Units that would vest, subject to all of the other proration and vesting provisions set forth in this Agreement. The “Adjusted Award Units” will be subject to reduction for failure to generate Return on Invested Capital (“ROIC”) that exceeds Weighted Average Cost of Capital by at least 300 basis points (“bps”), as outlined in the table below. The measurement will be based on an average ...

Performance Adjustments. For each ▇▇▇ Period, if the Capacity Factor were assumed to be precisely 100 percent (100%), then the maximum ▇▇▇ Payment (“Maximum Performance Adjustment”) due to Seller shall be defined as follows: This calculation shall be rounded to the nearest $0.01. To the extent that Seller fails to satisfy the Performance Requirements specified above in Section 4.5, Seller shall be liable for and pay to Buyer “Performance Adjustments”, as defined herein. For each one percent (1%) by which the Capacity Factor in each ▇▇▇ Period is less than the Performance Requirement for such ▇▇▇ Period, Seller shall incur and pay to Buyer the following percentages (“Performance Adjustment Factors”) of the applicable Maximum Performance Adjustment: A. June – September 3.00 2.00 1.25 B. Oct. – Dec., Jan. & Feb. 2.50 1.75 1.25 C. Mar. – May 1.50 1.25 1.00 For each ▇▇▇ Period, if the applicable Capacity Factor is less than the applicable Performance Requirement, then the Performance Adjustment for such ▇▇▇ Period shall be calculated as follows: For the purpose of calculating the Performance Adjustment for any month in Period A, the Capacity Factor for Period A will be measured, calculated, and settled on a monthly basis for each month in Period A. For the purpose of calculating the Performance Adjustment in Periods B and C, the Capacity Factor shall be measured, calculated, and settled for each individual month and then be trued-up on an aggregated basis for the entire ▇▇▇ Period in the month immediately following the last month of the completed Period B or C, as applicable, which shall include all months constituting the applicable period. The Performance Adjustment true-up for Periods B and C shall be reflected in the invoice provided by Seller to Buyer submitted in April with respect to Period B and July with respect to Period C, or if the Transaction has been terminated or the last year of the Delivery Term has occurred, then the last month prior to the expiration or termination of the Transaction. The Party owing payment as a result of such true-up shall pay the other Party the undisputed amount no later than fifteen (15) calendar days after receipt of such invoice; subject to the payment provisions in Section 6.1 hereof. All disputes shall be subject to Section 6.2 hereof. In no event shall the applicable Performance Adjustment exceed the amount of the applicable Maximum Performance Adjustment. For the purposes of illustration, the Performance Requirement in Period A2 is 90 perc...

Performance Adjustments. 15.1.1 Those faculty members who qualified for a performance adjustment during Spring quarter 2009, will receive a $1500 increase in base salary. Those faculty members who qualified for an exceptional performance adjustment will receive, in addition to the performance adjustment increase, an additional $2000 increase in base salary. Performance and exceptional performance adjustments will become effective September 16, 2009. 15.1.2 Eligibility for performance adjustments and exceptional performance adjustments to be effective September 16, 2012, will be determined in accord with the University’s Performance Adjustment Process (see APPENDIX F). The amounts of performance and exceptional performance adjustments will be as follows: (a) The University will establish a pool of $88,500 in base funds to be divided equally among all faculty members receiving a performance adjustment effective September 16, 2012. Performance adjustments will take the form of an increase to base salary. (b) Those faculty members who qualify for an exceptional performance adjustment will receive, in addition to the performance adjustment increase described in paragraph (a) above, an additional $2000 increase in base salary.

Performance Adjustments. The Contractor shall pay the City $1.00 per each minute over 15 minutes if an empty Contractor trailer is not available at City transfer facility when needed for duration of more than 15 minutes.

Performance Adjustments. The number of Award Units granted hereunder is subject to adjustment based on the Company’s level of achievement versus annual Net Sales goals and annual NOP goals for the 2025, 2026, and 2027 fiscal years (the “Performance Period”). (For purposes of this Agreement, “NOP” will be defined as Net Operating Income). The Net Sales growth goals and NOP growth goals will be equally weighted. The annual Net Sales and NOP goals and the corresponding performance adjustment multiples are as follows: Threshold 0.5X Target 1.0X

Performance Adjustments. 4.1 If the Executive: (a) commits an act of fraud, dishonesty, deceit, breach of fiduciary duty or other gross misconduct; (b) does or omits to do something that results in a set of audited accounts of a Group Company being materially wrong or misleading; and either (i) those accounts have to be materially corrected; or (ii) a subsequent set of accounts or data have to be adjusted or include a provision or write down as a result of that act or omission; or (iii) a liquidation event occurs in relation to that Group Company; or (c) knew or should have known that any information used to calculate any STIP awarded to him was incorrect; or (d) prior to the award or payment of any STIP award, committed any material wrongdoing that had the Company known of it would have entitled the Company to terminate the Executive’s employment in accordance with clause 15 of the Agreement, then the Compensation Committee can decide that: (i) any STIP award or part of a STIP award awarded to him pursuant to this Agreement will be cancelled; and/or (ii) any STIP award or part of a STIP award paid to him in satisfaction of any STIP award under this Agreement must be repaid by the Executive. 4.2 This sub-clause 4.2 applies if, at any time prior to the third anniversary of the payment of any STIP awarded pursuant to this Agreement, the Compensation Committee determines that any of the circumstances described in sub-clauses 4.1(a) to 4.1(d) has arisen. 4.3 If sub-clause 4.2 applies, the Compensation Committee can decide that the relevant STIP award or part of the STIP award will be cancelled or should not have been paid and must be repaid by the Executive to compensate the Company for any overpayment. 4.4 Subject to sub-clause 4.5 the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the amount of cash that the Compensation Committee determines is required to compensate the Company for any overpayment.

Performance Adjustments. (a) FAILURE TO ACHIEVE U.S. *** . If for any calendar year, either Party fails to achieve at least *** of such Party's *** for such calendar year in the U.S. Territory, such Party's share of the split of U.S. Product Profits pursuant to Sections 6.4(a) and (b) for such calendar year shall be *** for each *** from the *** . For example, if a Party fulfills only *** of its *** and it is entitled to *** of the U.S. Product Profits, such Party's share of the U.S. Product Profits for such calendar year shall be reduced to *** and the other Party's share of the U.S. Product Profit shall be *** . In no event shall the adjustment to U.S. Product Profits exceed *** . For example, if a Party would otherwise be entitled to a *** profit split, such Party's profit split could not fall below *** as a result of this Section 6.8(a). Notwithstanding the foregoing, neither Party shall *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. be deemed to have failed to achieve the required percentage of its *** if such failure resulted from an event of Force Majeure pursuant to Article 19. The calculations in this Section 6.8(a) of a Party's achievement of its *** shall be made on an aggregate basis across all Products and any reduction in the split of U.S. Product Profit shall apply to all Products for such calendar year.

Performance Adjustments. Based upon, and following receipt by the Banks of (a) beginning with the Borrower's financial statements as hereafter described for the fiscal quarter of the Borrower ending January 31, 1999, (i) with respect to the first three fiscal quarters of each fiscal year, the Borrower's quarterly unaudited consolidated financial statements pursuant to Section 10.4(b) and (ii) with respect to the last fiscal quarter of each fiscal year, the Borrowers' annual audited consolidated financial statements pursuant to Section 10.4(a), and (b) a certificate of the chief financial officer of the Borrower setting forth calculations of the financial information set forth below, (the Borrower also hereby agreeing to provide to the Agents, simultaneously with the delivery of such certificate, telephonic notice of any Performance Adjustments based upon such calculations), the Base Rate Applicable Margin, the Eurodollar Applicable Margin and the Commitment Fee Rate shall be subject to possible adjustment in accordance with the