The Earn Sample Clauses

The Earn. In Shares shall fully vest (and shall not be subject to the restrictions and forfeiture provisions set forth in this Section 4.14, including, for the avoidance of doubt, Section 4.14(b)), as follows: (i) one-third (1/3) of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $15.00 (the “Minimum Target”); (ii) an additional one-third (1/3) of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $17.50 (the “Middle Target”) and (iii) the remainder of the Earn-In Shares shall vest if over any twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period the VWAP of the Company Ordinary Shares is greater than or equal to $20.00 (the “Maximum Target”), provided, that in each case, any fractional shares shall be rounded down to the nearest whole number and payment for such fraction shall be made in cash in lieu of any such fractional share based on a value equal to applicable target price. For the avoidance of doubt, (x) if the Middle Target has been achieved, but the Minimum Target has not been previously achieved, the Minimum Target shall be deemed achieved on the date that the Middle Target is achieved; and (y) if the Maximum Target has been achieved, but the Minimum Target and/or the Middle Target have not been previously achieved or deemed achieved, the Minimum Target and/or the Middle Target (as applicable) shall be deemed achieved on the date that the Maximum Target is achieved.
Sample 1Sample 2
The Earn out Payment shall be determined and shall be payable in accordance with the provisions of Exhibit B hereto. It is understood and agreed that there shall be one Earn-out Payment payable with respect to the transactions contemplated by this Agreement and the transactions contemplated by that certain Agreement and Plan and Merger dated of even date herewith with respect to Multi-Dimensional International Consultants, Ltd. ("MDI").
Sample 1
The Earn. Out EBITDA shall correspond to the Consolidated EBITDA (as defined in Annex 4.1.2) provided that
Sample 1

Related to The Earn

  • Annual Compensation The Executive’s “Annual Compensation” for purposes of determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the cash bonus, if any, earned by the Executive for the calendar year immediately preceding the year in which the Date of Termination occurs.

  • Base Compensation a. The Company and the Bank agree to pay Executive during the term of this Agreement a base salary at the rate of $ per year, payable in accordance with customary payroll practices.

  • Regular Compensation 3.1.1 In consideration of Coach’s services and satisfactory performance of this Agreement, the University (College) shall provide to Coach:

  • Vacation Earnings for Partial Years (a) (1) During the first partial year of service a new employee will earn vacation at the rate of one and one-quarter (1¼) days for each month for which he/she earns ten (10) days' pay.

  • Full Compensation Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder.

  • Performance Bonus You shall be entitled to an annual cash bonus (the “Bonus”) based on the Company’s attainment of reasonable financial objectives to be determined annually by the Board. Your target annual Bonus will equal seventy-five percent (75%) of the applicable year’s ending Base Salary and will be payable if the Board determines, in its sole and exclusive discretion, that that year’s financial objectives have been fully met. Nothing in the Plan or in this Letter Agreement shall invalidate any cash bonus plan approval by the Board or a Committee of the Board providing for higher payments in the event extraordinary or “stretch” goals are met. The Bonus will be paid in accordance with the Company’s bonus plan, as approved by the Board; provided, that in no case shall any portion of the Bonus with respect to any such fiscal year be paid more than two and one-half (2 1/2) months after the end of such fiscal year.

  • Annual Bonus Compensation For each full fiscal year completed during the Term, the Executive shall be eligible to participate in an annual bonus plan provided by the Company. The Executive’s annual target bonus opportunity shall be thirty-five percent (35%) of the Base Salary, subject to adjustment upward, but not downward, from time to time by the Board in its sole discretion (the “Target Bonus”) with the actual amount of the bonus, if any, to be determined by the Board or the Compensation Committee of the Board, in accordance with applicable performance criteria reasonably established by the Board or the CEO. In order to earn an annual bonus under this Section 4(b) for any fiscal year, the Executive must be employed by the Company on the last date of the applicable fiscal year. Any annual bonus payable hereunder will be paid at the same time as such bonuses are paid to similarly situated Company executives, but in no event later than two and one-half months following the end of the fiscal year for which the bonus is earned.

  • Bonus Compensation For each fiscal year of the Company (“FY”) completed during the term hereof, subject to the condition set forth in the final sentence of this provision, the Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”) under the executive incentive plan then applicable to the Company’s executives, as in effect from time to time, with the actual amount of each Annual Bonus being determined by the Board or its designated committee based on the achievement of target objectives established by the Board or its designated committee after consultation with the CEO. Any Annual Bonus due to the Executive hereunder will be paid not later than March 15th following the close of the fiscal year in which the bonus was earned. Except as otherwise provided in Section 4 hereof, the Executive must be employed on the date annual bonuses are paid under the Company’s executive incentive plan in order to be eligible to earn an Annual Bonus for the preceding fiscal year.

  • HOLIDAY COMPENSATION FOR TIME WORKED 324. Employees required by their respective City representative to work on any of the above- specified or to substitute holidays excepting Fridays observed as holidays in lieu of holidays falling on Saturday, shall be paid for the legal holiday plus extra compensation of one (1) additional day’s pay at time and one-half (1-1/2) the usual rate in the amount of twelve (12) hours’ pay for eight (8) hours worked or a proportionate amount of less than eight (8) hours worked; provided, however, that at an employee’s request and with the approval of the appointing officer, an employee may be granted compensatory time off in lieu of paid overtime.

  • Final Compensation In the event of termination of the Executive’s employment with the Company, howsoever occurring, the Company shall pay the Executive (i) the Base Salary for the final payroll period of his employment, through the date his employment terminates, including any accrued but unused vacation time, and (ii) reimbursement, in accordance with Section 2(e) hereof, for business expenses incurred by the Executive but not yet paid to the Executive as of the date his employment terminates, provided that the Executive submits all expenses and supporting documentation required within thirty (30) days of the date his employment terminates, and provided further that such expenses are reimbursable under Company policies then in effect (all of the foregoing, “Final Compensation”). Except as otherwise provided in Section 5(a)(ii), Final Compensation will be paid to the Executive within thirty (30) days following the date of termination or such earlier time as may be required by law. In addition, in case of termination of employment for any reason other than by action of the Company for Cause or by action of the Executive without Good Reason, Final Compensation shall include the amount of any earned bonus from the previous calendar year that has not been paid, which will be paid to the Executive within thirty (30) days following the date of termination. Vesting of outstanding equity awards or other long-term incentives in connection with the Executive’s termination of employment shall be governed by the terms of the applicable incentive plan and award agreements.