LTIP. The Executive shall be awarded for each award period that begins within the Employment Period a grant of performance shares at least equal to the annual long-term incentive award received by the Executive (not taking into account any pro-ration) under the Corporation's Long-Term Incentive Plan or any other long-term incentive bonus plan maintained by the Corporation from time to time (the "LTIP") for the fiscal year in which the Change in Control occurs, and such shares shall be subject to performance goals consistent with those established by the Corporation for the fiscal years prior to the fiscal year in which the Change in Control occurs.
LTIP. Subject to ECC approval, in the spring of 1998, you will be eligible for a standard grant of Stock Options, and you also will be eligible for a Performance Bonus Award for the 1998-2000 award cycle under the GTE Long-Term Incentive Plan ("LTIP"). You will not receive grants of Stock Options or Performance Bonus Awards under LTIP after the initial spring of 1998 grants. Your outstanding Stock Options will vest immediately upon your separation at the end of the Special Assignment Period (subject to applicable release requirements), and you will have until the earlier of: (i) five years from your date of separation or (ii) the expiration date of the Option to exercise those Stock Options ("Special Exercise Period"). The Special Assignment Period will be counted for prorating your existing Performance Bonus Awards. As such, your participation in LTIP Performance Bonus Cycles will be as follows: 1995-1997 (Full Participation), 1996-1998 Cycle (30/36 Participation), 1997-99 (18/36 Participation), and 1998-2000 (6/36 Participation). You will not receive any Performance Bonus Award in 1999 or thereafter. Achievement of targets, determination of the amount of Performance Bonus Awards, and determination of the number of shares covered by your grant of Stock Options will be established in the sole discretion of the ECC. Each Performance Bonus Award will be payable at the same time LTIP awards are payable to other LTIP participants. You will be eligible to defer, and thus receive a match pursuant to the EPP, only those of your LTIP Performance Bonus Awards payable while you are still employed by GTE (in this case, only the 1995-97 Performance Bonus Award). For purposes of this Letter Agreement, your 1998 Stock Option and Performance Bonus Award grants are collectively referred to as "LTIP Grants." Note that the ECC reserves the right not to make Stock Option or Performance Bonus Awards in 1998, and, if so, you will be treated in the same manner as other executives at your salary level.
LTIP. Performance shares granted to the Executive under the LTIP for performance cycles commencing after a Change in Control has occurred and remaining uncompleted will be deemed earned as of the Date of Termination to the extent of one hundred fifty percent (150%) of target under each award agreement, and the value of each such award will be paid out to the Executive in a lump-sum cash payment. Performance shares granted to the Executive under the LTIP for performance cycles which commenced after a Change in Control occurred and were completed before the Date of Termination will be paid out to the extent earned, and the value of such award will be paid out to the Executive in a lump-sum cash payment.
LTIP. During the Employment Term, Executive shall continue to be eligible to participate in the Company’s long-term incentive plan (“LTIP”), on the same terms and conditions applicable to similarly situated executives; provided, however, that, to the extent that any provision in the LTIP provides for a reduction or forfeiture of any awards made under the LTIP, the Cause and Good Reason definitions contained in this Agreement shall supersede and replace any contradictory definitions in the LTIP as it may be amended from time to time. The Board (or a duly authorized subcommittee thereof) shall review (and may increase) Executive’s LTIP grant on an annual basis.
LTIP. “LTIP” means the Polaris Industries Inc. Long Term Incentive Plan.
LTIP. All Restricted Shares and Participant’s rights pursuant to this Agreement shall, in addition to being subject to the terms and conditions set forth herein, be subject to the additional terms and conditions of the LTIP, as in effect on the Effective Date or as may be amended thereafter. In the event of any conflict between the terms of this Agreement and the terms of the LTIP, the LTIP shall control.
LTIP. Executive will also be eligible to continue to participate (or continue participation) in the Senior Executive Officer Long-Term Incentive Plan (the “LTIP”) as determined by the terms of the LTIP and this Agreement, except as provided in Section 10(d).
LTIP. A cash payment equal to the product of (A) the LTIP payment that the Executive would have received for any Performance Period that has not been completed as of the date of such termination if the Executive had continued in employment through the end of the Performance Period, if any, based on the Board’s determination of actual performance for the entire Performance Period in accordance with Section 5, and (B) a fraction, the numerator of which is the number of days the Executive was employed during such Performance Period and the denominator of which is the total number of days in the Performance Period (the “Pro-Rated LTIP Payments”). Such cash payment shall be made at the same time as it would have been paid in accordance with Section 5 if the Executive had remained employed through the end of the applicable Performance Period.
LTIP. The Company acknowledges and agrees that, except as set forth in Section 6 below, to the extent the Executive remains continuously employed by the Company and/or Parent through the first anniversary of the Closing Date, the Company shall pay to the Executive on the first anniversary of the Closing Date a lump sum cash payment equal to $504,000, reduced by any amount paid on or prior to the Closing Date under or in respect of performance units outstanding as of the date hereof (the “LTIP Payment”) under the Company’s 2004 Long Term Incentive Plan (the “LTIP”), payment of which shall be deemed to satisfy all obligations of the Company and/or Parent to the Executive under the LTIP and any award agreement entered into there under.
LTIP. Each of the Borrower and the Parent Guarantors will not, and will not permit their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any payment in any form (including cash, securities or other Property) pursuant to the Amended and Restated Long-Term Incentive Plan of the Borrower, dated August 17, 2007, as amended by the First Amendment, dated June 12, 2015, as it may be further amended, restated, amended and restated or otherwise modified from time to time or any related employment or other agreement (any such payment, an “LTIP Payment”) on account of or in connection with the Reorganization Transactions and any other LTIP Payments on or after the date of the Ninth Amendment in respect of grant years 2018 and prior, other than (i) cash LTIP Payments up to $30,000,000 in the aggregate and (ii) any such LTIP Payment taking the form of common Equity Interests in the Parent.
