Profit Annual Bonus. (i) In addition to the Guaranteed Annual Bonus, with respect to each Fiscal Year occurring during the Term, Executive shall receive a bonus based on the profits of the Company (a “Profit Annual Bonus”); provided, however, that the Profit Annual Bonus payable in respect of the 2006 Fiscal Year (which is defined as the period beginning on the Effective Date and ending on December 31, 2006) shall be equal to $1.25 million. For the 2007 Fiscal Year and each subsequent Fiscal Year occurring during the Term, the Profit Annual Bonus for each such year shall be equal to the sum of (A) $2.5 million, plus (B) the product of (x) the percentage, if any, by which the Company’s “Adjusted Net Income Per Share” for such Fiscal Year exceeds the Company’s “Base Net Income Per Share” (as such terms are hereinafter defined), and (y) $2.5 million; provided, however, that, except with respect to the 2006 Fiscal Year, in no event shall any Profit Annual Bonus be payable in respect of any Fiscal Year if the Adjusted Net Income Per Share for such Fiscal Year does not exceed the Adjusted Net Income Per Share for the prior Fiscal Year by at least five percent (5%).
Profit Annual Bonus. With respect to each Fiscal Year during the Employment Term, Executive shall be entitled to earn an annual bonus award (“Profit Annual Bonus”) such that his total compensation hereunder for such Fiscal Year (including Base Salary, Guaranteed Annual Bonus and Profit Annual Bonus) shall be equal to a percentage of the average total cash compensation earned by the co-CEOs for such Fiscal Year, calculated by multiplying the average of the total cash compensation earned by the two co-CEOs for the Fiscal Year (the “Average Compensation”) by the Fraction (as hereinafter defined), but in any event the total compensation paid to the Executive shall never be less that the sum of his Base Salary and Guaranteed Annual Bonus. The term “Fraction” shall mean a fraction, the numerator of which is equal to the number of limited partnership units of Evercore L.P. (“Units”) held, directly or indirectly, by Executive at the time of the IPO, and the denominator of which will be equal to the product of (x) 0.5 times (y) the number of shares of Class A common stock of the Employer (“Common Stock”) and Units, collectively, that the co-CEOs hold, collectively, directly or indirectly, at the time of the IPO. For purposes of this Agreement, “IPO” shall mean the initial public offering of Common Stock pursuant to a registration statement on a Form S-1 filed with the Securities and Exchange Commission. In the event one of the co-CEOs ceases to serve as co-CEO, the Average Compensation hereunder shall be deemed to equal the total cash compensation earned by the Employer’s Chief Executive Officer for the applicable Fiscal Year. The Profit Annual Bonus for each such Fiscal Year, if any, shall be paid to Executive on March 1 of each calendar year immediately following the calendar year in which the Fiscal Year in respect of which the Profit Annual Bonus is payable ends, so long as Executive remains employed with the Employer through such March 1; provided that the Employer will delay the payment of the Profit Annual Bonus in respect of any Fiscal Year with respect to which the Employer reasonably anticipates that the Employer’s deduction with respect to such payment otherwise would be limited or eliminated by application of Section 162(m) of the Internal Revenue Code of 1986, as amended in which case such unpaid Profit Annual Bonus amounts (the “Deferred Amounts”) will be made upon the earlier of (x) the earliest date at which the Employer reasonably anticipates that the deduction of the ...
Profit Annual Bonus. With respect to each Fiscal Year during the Employment Term, Executive shall be entitled to earn an annual bonus award ("Profit Annual Bonus") such that his total compensation hereunder for such Fiscal Year (including Base Salary, Guaranteed Annual Bonus and Profit Annual Bonus) shall be equal to a percentage of the average of the sum of (1) the total cash compensation earned by the co-CEOs for such Fiscal Year, plus (2) the aggregate grant date value of any securities issued to the Co-CEOs as part of the Profit Annual Bonus (as such term is defined in each Co-CEO's respective employment agreement) for such Fiscal Year, calculated by multiplying the average of the sum of (1) and (2) earned by the two co-CEOs for the Fiscal Year (the "Average Compensation") by the Fraction (as hereinafter defined), but in any event the total compensation paid to the Executive shall never be less that the sum of his Base Salary and Guaranteed Annual Bonus. Definitions and Timing
Profit Annual Bonus. In addition to the Guaranteed Annual Bonus, with respect to each Fiscal Year occurring during the Term, Executive shall receive a bonus based on the profits of the Company (a "Profit Annual Bonus"); provided, however, that the Profit Annual Bonus payable in respect of the 2006 Fiscal Year (which is defined as the period beginning on the Effective Date and ending on December 31, 2006) shall be equal to $1.25 million. For the 2007 Fiscal Year, the Profit Annual Bonus for each such year shall be equal to the sum of (A) $2.5 million, plus (B) the product of (x) the percentage, if any, by which the Company's "Adjusted Net Income Per Share" for such Fiscal Year exceeds the Company's "Base Net Income Per Share" (as such terms are hereinafter defined), and (y) $2.5 million; provided, however, that, except with respect to the 2006 Fiscal Year, in no event shall any Profit Annual Bonus be payable in respect of any Fiscal Year if the Adjusted Net Income Per Share for such Fiscal Year does not exceed the Adjusted Net Income Per Share for the prior Fiscal Year by at least five percent (5%). For Fiscal Year 2008 and each subsequent Fiscal Year occurring during the Term, the Compensation Committee of the Board shall determine the amount of the Profit Annual Bonus in its sole discretion. Definitions and Timing
