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.
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 of Merger dated of even date herewith with respect to the Continuous Learning Group, Inc. ("CLG") and Envision Development Group, Inc. ("EDG").
The Earn. Out EBITDA shall correspond to the Consolidated EBITDA (as defined in Annex 4.1.2) provided that

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.

  • Annual Base Compensation The Company shall pay to Employee an annual base salary (the "Annual Base Compensation") in the amount of two hundred twenty five thousand dollars ($225,000). The Annual Base Compensation shall be paid in regular installments in accordance with the Company's general payroll practices, and shall be subject to the payment by the Company of all required federal, state and local withholding taxes. Employee's Annual Base Compensation shall be reviewed by the Company's CEO and the Compensation Committee of the Board (the "Compensation Committee") annually.

  • Regular Compensation The Company shall pay to the Executive as compensation for his services and for his covenants and other obligations hereunder an annual base salary (the “Salary”) in the amount of One hundred sixty seven thousand three hundred seventy five Dollars ($167,375.00), payable in accordance with the regular and customary payroll practices of the Company. The Salary may be increased from time to time by action of the CEO/President or the Compensation Committee of the Board of Directors of the Company.

  • Performance and Salary Review Company will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

  • 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 fiscal year completed during the term hereof, prorated for the partial initial fiscal year of employment, the Executive shall be eligible to participate in any annual bonus plan provided by the Company (or Parent) for its executives generally, as in effect from time to time. The Executive’s annual target bonus 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, to the extent permitted or required by applicable law, regulation or stock exchange requirement, a compensation or remuneration committee thereof) or the CEO in accordance with applicable performance criteria reasonably established by the Board. 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.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.