Performance Threshold Clause Samples
Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the ▇▇▇ (as defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year.
(b) The “▇▇▇” for any year shall be calculated by dividing the Company’s Adjusted Net Income (as defined below) for the year by the Average Equity (as defined below) for the year. Subject to adjustment in accordance with Section 2.2(c) below, the Company’s “Adjusted Net Income” for any year shall be equal to the Company’s net income attributable to common shareholders for the year, as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year. Subject to adjustment in accordance with Section 2.2(c) below, “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date.
(c) The Committee may, at any time, approve adjustments to the calculation of ▇▇▇ to take into account such unanticipated circumstances or significant, non-recurring or unplanned events as the Committee may determine in its sole discretion, and such adjustments may increase or decrease ▇▇▇. Possible circumstances that may be the basis for adjustments shall include, but not be limited to, any change in applicable accounting rules or principles; any gain or loss on the disposition of a business; impairment of assets; dilution caused by Board approved business acquisition; tax changes and tax impacts of other changes; changes in applicable laws and regulations; changes in rate case timing; changes in the Company’s structure; and any other circumstances outside of management’s control.
(d) The “5 Yr Avg Cost of LT Debt” for any year shall mean the average of five numbers consisting of the Avg Cost of LT Debt (as defined below) for that year and for each of the four preceding years. The “Avg Cost of LT Debt” for any year shall be equal to the sum of the Weighted Costs (as defined below) calculated for each series or tranche of long-term debt of the Company outstanding on the last day of the year. The “Weighted Cost” for a series or tranche of long-term debt as of any date shall be calculated by multiplying the Effective Interest Rate (as defined below) on the debt ...
Performance Threshold. The distribution of the Escrow Shares shall be based upon the following performance threshold (the “Performance Threshold”) for the fiscal year ended December 31, 2011 (“Fiscal Year 2011”):
(a) The Fiscal Year 2011 Performance Threshold shall be audited Net Income equal to or greater than $10.0 million (the “2011 PT”).
(b) For the purposes of this Agreement, “Net Income” shall be defined in accordance with US GAAP and reported by the Company in its audited financial statements for the Fiscal Year 2011; provided, however, that Net Income for Fiscal Year 2011 shall be increased by any non-cash charges incurred (i) as a result of the Financing Transaction, including without limitation, as a result of the issuance and/or conversion of the Preferred Shares, and the issuance and/or exercise of the Warrants, (ii) as a result of the release of the Escrow Shares to the Principal Stockholder and/or the Purchasers, as applicable, pursuant to the terms of this Agreement, (iii) as a result of the issuance of warrants to any placement agent and its designees in connection with the Financing Transaction, (iv) the exercise of any warrants to purchase Common Stock outstanding as of the date hereof, (v) the issuance under any performance based equity incentive plan adopted by the Company, provided the issuances in the aggregate do not exceed 5% of the shares of Common Stock outstanding as of the Closing Date, and (vi) the issuance of securities at no less than the then-applicable fair market value to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Board of Directors; (vii) issuance of securities to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of Directors. Net Income will also be increased to adjust for any cash or non-cash charges resulting from the payment of dividends on the Preferred Shares in connection with the Financing Transaction.
Performance Threshold. If the Company does not achieve the specified percentage, which is based on a scale of 100%, of the following Performance Thresholds, the Escrowed Shares shall be disbursed to the Investors as set forth herein:
(a) Fiscal Year 2008 Performance Threshold – the Lessor of: Reported Net Income of at least $5.6 million or fully diluted EPS (share count includes all outstanding common shares, preferred shares, warrants and options) of $0.16 per share (the “2008 PT”);
(b) Fiscal Year 2009 Performance Threshold – the Lessor of: Reported Net Income of at least $7.2 million or fully EPS (share count includes all outstanding common shares, preferred shares, warrants and options) of $0.20 per share (the “2009 PT”).
(c) Each Performance Threshold shall be determined as of the date the Company’s audited financial statements for the corresponding fiscal year are required to be filed with the Securities and Exchange Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended (each such date for each of the applicable fiscal years being hereinafter referred to as the “Audit Date”); and, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, and therefore prepares and furnishes the documents required by Section 6 of the Registration Rights Agreement, the Performance Threshold shall be determined in accordance with such prepared documents and at such time.
Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the ▇▇▇ (as defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year.
(b) The “▇▇▇” for any year shall be calculated by dividing the Company’s Adjusted Net Income (as defined below) for the year by the Average Equity (as defined below) for the year. Subject to adjustment in accordance with Section 2.2(c) below, the Company’s “Adjusted Net Income” for any year shall be equal to the Company’s net income attributable to common shareholders for the year, as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year. Subject to adjustment in accordance with Section 2.2(c) below, “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date.
(c) The following adjustments shall be made in the calculation of ▇▇▇, if applicable:
Performance Threshold. (a) For purposes of this Agreement, the “Performance Threshold” for any year shall be satisfied if the ▇▇▇ (as defined below) for that year is greater than the 5 Yr Avg Cost of LT Debt (as defined below) for that year.
(b) The “▇▇▇” for any year shall be calculated by dividing the Company’s net income attributable to common shareholders for the year (as set forth in the audited consolidated statement of income of the Company and its subsidiaries for the year) by the Average Equity (as defined below) for the year. “Average Equity” for any year shall mean the average of the Company’s total common stock equity as of the last day of the year and the Company’s total common stock equity as of the last day of the prior year, in each case as set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of the applicable date.
Performance Threshold. Starting Program Year 10, the Program will enroll, actively manage, and protect 500 active riparian habitat acres.
Performance Threshold. Starting Year 5 following the execution of the Funding Agreement, 353 acres of permanently protected vernal pool complex managed to support increased vernal pool complex functionality.
Performance Threshold. On the first occasion (if any) during the CEOs employment that the Average Grindr Market Cap exceeds $5 billion (a “Performance Date”), CEO shall be granted a number of fully vested RSUs equal to (a) $20 million divided by (b) the average VWAP for the 90 trading days preceding the Performance Date, with such number of RSUs rounded down to the nearest whole unit. • On the first occasion (if any) during the CEOs employment that the Average Grindr Market Cap exceeds $10 billion (also a “Performance Date”), CEO shall receive a number of fully vested RSUs equal to (a) $30 million divided by (b) the average VWAP for the 90 trading days preceding the Performance Date, with such number of RSUs rounded down to the nearest whole unit. Performance Award Grant Date As soon as practicable following achievement of the applicable Performance Date. Award Vehicle The KPI Awards will be granted as a mix of RSUs and cash. KPIs • The Board (or a committee thereof) and CEO shall agree upon, and reduce to writing, annual key performance indicators (a) as soon as practicable after commencement of employment; and (b) annually thereafter, as soon as practicable after the start of each calendar year and in no event later than the end of the first quarter of the applicable calendar year. • Absent such written agreement on KPIs, the KPIs shall be determined by the Board (or a committee thereof) in its sole and absolute discretion. The Board shall use its best efforts to determine such KPIs no later than the end of the first quarter of the applicable calendar year. Satisfaction of KPIs Whether or not the KPIs for a given year have been satisfied shall be determined by the Board, or a committee thereof, in its or their sole and absolute discretion no later than 90 days after the end of the applicable year. KPI Awards In the event that the Board determines the KPIs for a given year have been satisfied, the CEO shall be entitled to a grant of fully-vested RSUs with a value ranging from $1,500,000 to $3,000,000 (such amount within that range as determined by the Board, or a committee thereof, in its or their sole and absolute discretion), which award shall be granted no later than 120 days after the end of such year in which
Performance Threshold. Beginning in Program Year 10, the Program will deliver a five-year annual average of 32,500 acre-feet per year of recycled water within the irrigation season (April through October) and a five-year annual average of 8,750 acre-feet per year of recycled water within the winter season (November through March) to the Water Delivery Area for agricultural operations including irrigation and Sandhill crane habitat.
Performance Threshold the full extent of Project Implementation Actions and Benefit Implementation Actions and the quantity of Benefit Environmental Response anticipated to be achieved by implementation of with-project actions (Project Implementation Actions and Benefit Implementation Actions) compared to without-project actions (future baseline) or pre-project conditions (pre-project baseline), based on best available science at the time of contract execution.