Amount and Calculation Clause Samples
The "Amount and Calculation" clause defines how specific monetary amounts are determined and calculated within the context of the agreement. It typically outlines the formula, variables, or reference points used to arrive at the final figures, such as payment amounts, fees, or damages. For example, it may specify that a payment is based on a percentage of sales or a fixed rate per unit delivered. This clause ensures transparency and consistency in financial dealings, reducing the risk of disputes over how amounts are computed.
Amount and Calculation. Should the Employee achieve 100% of the Targets, the Incentive Bonus shall be $120,000 (the "Base Incentive Bonus"). A lesser or greater Incentive Bonus will result should the Employee achieve 3 less or more than 100% of the Targets, but in any event, the maximum Incentive Bonus that the Employee shall be eligible to receive is $142,500, such amount to be determined in accordance with the terms of Exhibit A hereto. The Employee understands and agrees that he is not guaranteed an Incentive Bonus and that the amount of Incentive Bonus, if any, is dependent on his achieving one or more of the Targets for the criteria set forth in the Bonus Structure. In this regard, should the Employee fail to achieve any of such Targets, the Employee shall not be entitled to an Incentive Bonus for the applicable period. "EBITDA," as used in this Agreement and the Bonus Structure for any calendar year, shall mean the earnings before income tax, depreciation and amortization for such year, as determined in accordance with generally accepted accounting principles by the certified public accountants regularly engaged by the Company. The determination of the Company's regularly engaged public accountants shall be final and conclusive on the parties hereto.
Amount and Calculation. Reactor Gallons up to a maximum of [*] ---------------------- per calendar year will be deemed Flex Capacity for purposes of the additional payment due Supplier as provided in this Section 5.3(a) if Reactor Gallons included in the Firm Capacity Committed for a given calendar year exceed the number of Contract Reservation plus Additional Purchased Capacity Reactor Gallons for that year. For each Reactor Gallon treated as Flex Capacity and any Additional Purchased Capacity, GWI shall pay to Supplier an amount equal to [*] The effective rate per Reactor Gallon then charged by Supplier to its other customers shall be determined in good faith by the mutual agreement of the parties, taking into account all amounts (other than amounts equal to Supplier's costs for any materials calculated in a manner consistent with the provisions of the second sentence of Section 5.2(a)) [*] or otherwise reserved for that customer. In determining such effective rate, the parties shall consider and appropriately account for the effect, if any, of any special pricing arrangements with the customer.
Amount and Calculation. In the event that a transaction resulting in a Change in Control (as such term is defined Fuel Tech, Inc. 2024 Incentive Plan, as amended, or any successor equity incentive plan approved by the Board and a majority of the stockholders of the Company) is consummated during the Term, the Executive may elect by written notice to the Company delivered within ten (10) days following the public announcement of the consummation of such transaction, to receive the transaction completion bonus (“TCB”) described below; provided, however, Executive acknowledges and agrees that making such election shall also have the effect of terminating the CIC Severance Agreement and all of the Executive’s rights to severance thereunder. The “TCB” shall be calculated as follows:
(i) The TCB shall equal 0.5% of the Total Enterprise Value (as defined in subparagraph (iii) below) realized in the Transaction, subject to a maximum payment of three times the Executive’s Base Salary (the “Cap”), and conditioned upon the per-share consideration paid to common stockholders in the transaction equaling or exceeding $4.00 (the “Recovery Threshold”).
(ii) To the extent any portion of the Total Enterprise Value is represented by contingent, deferred, or escrowed consideration (including, without limitation, earn-outs) (collectively, “Contingent Consideration”), the corresponding portion of the TCB attributable to such Contingent Consideration shall not be paid at closing. Instead, it shall be calculated and paid to Executive if, as, and when such Contingent Consideration is actually realized and distributed to the Company's stockholders.
(iii) For purposes of this Section 5, the term “Total Enterprise Value” means, with respect to any transaction, an amount equal to: (1) the aggregate consideration paid or payable to the holders of the Company’s common equity (including common stock and the in-the-money value of all outstanding options, warrants, and restricted stock units); plus (2) the aggregate principal amount of, and accrued but unpaid interest on, all interest-bearing indebtedness for borrowed money of the Company outstanding immediately prior to the closing of such transaction; minus (3) the aggregate amount of cash and cash equivalents held by the Company immediately prior to the closing of such transaction; minus all reasonable, out-of-pocket transaction fees and expenses incurred by the Company in connection with the negotiation, execution, and closing of such Transaction, including, ...
Amount and Calculation. Vacation benefits for full-time employees shall be as follows: 1 year (2, 000 hours) - 10 work days - 2 weeks 5 years (10, 000 hours) - 15 work days - 3 weeks 10 years (20,000 hours) - 20 work days - 4 weeks