Hypothetical. Assume that MirnaRx grants a sublicense to a Sublicensee to develop and commercialize its Licensed Product “[***]” when such product has [***] but before [***]. Assume further that under such sublicense agreement, the Sublicensee pays MirnaRx an upfront sublicense fee of $[***], pays no milestone payment on [***], and pays MirnaRx the following milestone payments with respect to such sublicense grant on achieving the listed milestone events: (a) $[***] on [***], $[***] on [***], and $[***] on [***]. Based on the foregoing assumptions (and understanding that this is just a hypothetical example and provides no precedence or assumption of the terms of an actual sublicense deal), MirnaRx would pay to Marina Bio Sublicense Fees in the following amounts and times under such hypothetical: · Sublicense Fee of $[***], by the date [***] after the upfront sublicense fee is paid ([***]% of the upfront) · Sublicense Fee of $[***], by the date [***] after the [***] milestone for [***] is achieved by Sublicensee (the “True-Up Payment” of $[***] equal to the difference between the “[***]” milestone payment amount under Section 5.3(a)(i)(2) and the “Cumulative Sublicense Fees” paid to Marina Bio up to that point for such product) · Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment made by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5.3(a)(i)(3) for achieving a [***] milestone) · Sublicense Fee of $[***] by the date [***] after [***] ([***]% of the milestone payment paid by Sublicensee to MirnaRx for [***]) · Sublicense Fee of $[***], by the date [***] after [***] (equal to [***]% of the milestone payment by the Sublicensee, plus a “True-up Payment” of $[***], such that the Cumulative Sublicensee Fees as of such date (such cumulative amount equal to $[***] after such True-Up Payment) equals the Milestone Payment Sum as of such date (which is $[***], including the milestone payment amount under Section 5:3(a)(i)(4) for [***]) [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. JOINT PRESS RELEASE Marina Biotech and Xxxxx Thera...
Hypothetical. 1 • The only Extraordinary Cash Dividend during the Measurement Period with a record date before the end of the Performance Period commencing on October 1, 2016 was $3.00 per share. • Prior to the Performance Period commencing on October 1, 2016, no portion of the Performance Requirements have been satisfied. • With respect to the Performance Period commencing on October 1, 2016, (i) the average Daily Value equals $33.00, (ii) the Daily Value for 30 of such trading days was $35.00, the Daily Value for another 30 of such trading days was $34.00 and the Daily Value for another 30 of such trading days was $30.00 and (iii) the lowest Daily Value during the last 20 trading days was $35.00. The Daily Value on the last day of such Performance Period was $35.00. • Based on the foregoing, the Reference Price for such Performance Period is $33.00 (which is the highest number that does not exceed the amount determined under any of clause (i) ($33.00), clause (ii) ($34.00) or clause (iii) ($35.00)). Because $33.00 is greater than the Reference Price Minimum Hurdle (which as of the end of such Performance Period was $31.58), the Performance Requirements for the Performance Period commencing on October 1, 2016 were satisfied for $2,269,791.01 (which equals $2,000,000 + ($3,000,000 X (($33.00 - $31.58) / ($47.37 - $31.58))). • Based on such achievement, the number of PSUs that will be treated as Performance Satisfied PSUs would equal 64,851.17 ($2,269,791.01 / $35.00). Such Performance Satisfied PSUs would then be immediately converted to their Settlement Amount, which equals $2,269,791.01 (the sum of the Fair Market Value of such Performance Satisfied PSUs on the last day of such Performance Period ($2,075,237.50), plus the Accumulated Dividend Equivalent Value of such Performance Satisfied PSUs ($194,553.51)). • Subject to Section 8, such amount ($2,269,791.01) would then be paid as provided in Section 6 only upon the satisfaction of the Time-Based Requirements.
Hypothetical. (member months and expenditures for these children are only reported if XXI funds are exhausted) CommonHealth The CommonHealth program was in existence prior to the separate XXI Children’s Health Insurance Program and was not affected by the maintenance of effort date. The CommonHealth program is contained in the separate XXI state plan and as authorized under this demonstration. Certain children derive eligibility from both the authority granted under this demonstration and via the separate XXI program, but expenditures are ATTACHMENT A OVERVIEW OF CHILDREN’S ELIGIBLITY IN MASSHEALTH Children Aged 1 through 18 and Disabled Above 300% Any Yes XXI via demonstratio n authority only CommonHealth Hypothetical CommonHealt h/ Premium Assistance With wraparound to ATTACHMENT A OVERVIEW OF CHILDREN’S ELIGIBLITY IN MASSHEALTH CommonHealth Children Aged 19 and 20 Non-disabled 0 through 133% Any Yes XIX via Medicaid state plan Base Childless Benchmark 1 Medicaid Expansion Children Ages 19 and 20: Any Yes XIX via Medicaid state plan 1902(r)(2) Children Without waiver Standard Children Aged 19 and 20 and 0 through 150% Any Yes XIX via Medicaid state plan Base Disabled Without Waiver Standard ATTACHMENT B COST SHARING Cost-sharing imposed upon individuals enrolled in the demonstration varies across coverage types and by FPL. However, in general, no co-payments are charged for any benefits rendered to individuals under age 21 or pregnant women. Additionally, no premiums are charged to any individual enrolled in the demonstration whose gross income is less than 150 percent of the FPL. In the event a family group contains at least two members who are eligible for different coverage types and who would otherwise be assessed two different premiums, the family shall be assessed only the highest applicable premium. Family group will be determined using MassHealth rules for the purposes of assessing premiums as described in section IV of the STC. Demonstration Program Premiums (only for persons with family income above 150 percent of the FPL) Co-payments MassHealth Standard/Standard ABP $0 All co-payments and co-payment caps are specified in the Medicaid state plan. MassHealth CarePlus $0 MassHealth Standard co-payments apply. MassHealth Breast and Cervical Cancer Treatment Program $15-$72 depending on income MassHealth Standard co-payments apply. MassHealth CommonHealth $15 and above depending on income and family group size MassHealth Standard co-payments apply. CommonHealth ...
Hypothetical. 2 • The facts are the same as Hypothetical 1. • Prior to the end of the Performance Period commencing on March 1, 2017, no additional portion of the Performance Requirements have been satisfied (beyond those satisfied under Hypothetical 1 above), nor have any additional Extraordinary Cash Dividends been declared. 1 Certain amounts on this Attachment have been rounded two decimal places for ease of illustration. No rounding would occur in the determination of amounts actually earned.
Hypothetical. 4 • Assume that as of December 1, 2017, the Aggregate Settlement Amount was $3,000,000 and on such date, the Recipient makes the special election described in Section 8 of the Agreement. • In such event, provided that Recipient either remains employed with the Company or a Subsidiary through December 1, 2018, or prior to such date, the Recipient’s employment with the Company or any of its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause or due to the Recipient’s Total Disability, by the Recipient for Good Reason following a Sale of the Company, or as the result of the Recipient’s death, then the Recipient shall become fully vested in such amount, with such amount to be paid as provided in Section 8 of the Agreement. • If, after such election is made, based on the Reference Price during a Performance Period that ends following the date such election is made, the Aggregate Settlement Amount would have increased above $3,000,000 but for such election, the Recipient shall not receive any portion of such increased Aggregate Settlement Amount. Instead, as the result of such election, the maximum Aggregate Settlement Amount payable to the Recipient under the Agreement shall be $3,000,000.
Hypothetical. Vice President X makes a salary of $210,000 and has, under the annual cash incentive plan, a 40% target ($84,000) if Cray makes $30 million of adjusted pre-award operating income (for 50% of his total award) and X meets five defined individual goals (10% each or 50% together of his total award). (X’s target award for the prior year was 35%, or $73,500, with the prior year’s plan structured similarly to the current year’s plan.) If Cray’s adjusted pre-award operating income is $20 million, the plan award is 50% of target; if it is $26 million, the plan award is 75% of target; and if it is $34 million, it is 125% of target. Cray must be profitable for any payment to be made under the cash incentive plan, and a condition to payment is that the officer must be an employee on the date of payment. X has been a Vice President for 30 months and does not accrue any vacation. X has 16,000 options for Cray common stock, of which 4,000 options are vested, and 5,000 shares of restricted stock, of which 2,500 shares are vested.
Hypothetical. 3 - Assume the same facts as Hypothetical 2, except that no portion of the Appendix I Performance Requirements were satisfied during the Appendix I Measurement Period. - In such case, no amounts would be paid to the Recipient under Appendix I or Appendix II. [end of Attachment]
Hypothetical. Xxx and Xxxxx have been shareholders in ABC Corporation for several years and they are parties to a shareholders agreement. Xxxxx would like to exit the business and move on to a new venture. Xxxxx has told Xxxxx that she would like to buy his shares in ABC for $1,000 cash. Before Xxxxx can sell to Xxxxx, Xxxxx must offer Xxx the opportunity to buy the shares for $1,000 cash. Xxx determines that he does not want Xxxxx to be an owner in the business, and Xxx exercises his right of first refusal and buys Xxxxx’s shares for $1,000. Drafting considerations: • Does the form of consideration have to be cash? If not, valuation is more difficult. • Does a shareholder have to receive a bona fide written offer prior to sending the right of first refusal notice or is a desire to sell sufficient to start the process? • Should the corporation or the other shareholders have the first right to buy? It may be that the corporation is more likely to have funds available to purchase the shares. • If the corporation or other shareholder exercises the right, do they have to purchase all of the offered shares or can they purchase a portion? • How much time will be given to consider the option? • Should all shareholders be entitled to the right of first refusal? The agreement may provide that the founding shareholders have a right of first refusal but employee shareholders do not. • What trigger events should apply? • If there are multiple other shareholders who may buy, is their purchase pro rata, and do they have the right to purchase the pro rata portion of any non-participating other shareholder? • How will the purchase price be funded? Samples of a right of first refusal and a right of first offer are in Exhibit A attached hereto.
Hypothetical. 12 Month With Pay Deferred Interest Promotion Cost of Funds Index Promotional Rate February 1, 2023 (Cost of Funds Index) [***] [***] As of December 31, 2024 [***] [***]
Hypothetical. 2 - Assume that the Appendix I Performance Requirements are satisfied. - Assume that EOP is as follows: Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 $5mm $6mm $10mm $5mm $9mm $9mm $2mm $6mm Q2 2017 Q3 2017 Q4 2017 Q1 2018 $19mm $7mm $1mm $0 - Based on the chart above, there would be 9 Appendix II Performance Periods. EOP for each such Appendix II Performance Period is set forth in the chart below. Q2 2015 Q3 2015 Q4 2015 Appendix II Performance Period Ending With Q1 2016 Appendix II Performance Period Ending With Q2 2016 Appendix II Performance Period Ending With Q3 2016 Appendix II Performance Period Ending With Q4 2016 Appendix II Performance Period Ending With Q1 2017 NA NA NA $26mm $30mm $33mm $25mm $26mm
