Certain Awards Clause Samples

Certain Awards. If an award of damages is received by the Seller or the Purchaser as a result of a judgment, settlement or arbitration (including payment pursuant to a guaranty of an obligor) pursuant to a breach by the seller under the Transaction Asset Purchase Agreement for any Transaction, then (i) if such breach had an adverse effect on the value of the Primary Portfolio Total Spread or the Secondary Portfolio Total Spread, then the portion of such award attributable to the Primary Portfolio Retained Excess Spread or the Secondary Portfolio Retained Excess Spread, as applicable, shall be distributed to the Purchaser or its designee promptly and the remainder of such award shall be retained by the Seller and (ii) if such breach did not have an adverse effect on the value of the Primary Portfolio Total Spread or the Secondary Portfolio Total Spread, the Seller shall be entitled to the entirety of such award.

Certain Awards. For the avoidance of doubt, and not in limitation of the Company’s general discretion with respect to awards, nothing in this Section 3 or otherwise in this Agreement shall be construed as entitling Executive to participate in any LRPIP or other cash-based or equity-based performance award for which the applicable performance period would extend beyond the End Date (any such award, a “long-term performance award”) or as entitling Executive to any other award or payment in substitution for any long-term performance award. For the avoidance of doubt, the term “long-term performance award” as used in the immediately preceding sentence shall not be construed to include any stock option award which may be granted to Executive at levels commensurate with his position and responsibilities as to which vesting and exercisability are determined without regard to performance other than mere service or the passage of time.”; and

Certain Awards. The Company hereby agrees that, if the Company achieves the performance goals that were established on January 19, 2016 with respect to the Performance Units (as defined in the 2013 Omnibus Stock Incentive Plan (the “Plan”)) granted to you on such date in respect of its fiscal quarter ending March 31, 2016, the Company shall, as soon as practicable following the determination that such goals have been achieved, grant to you, in consideration for your relinquishment of your rights under Section 6(a) of the SAR Agreement, an award of restricted shares of Common Stock on the terms and subject to the conditions set forth in the award agreement attached hereto as Exhibit A, with the number of restricted shares to equal the quotient of $5,000,000 divided by the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date of grant.