Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.
Equity-Based Awards (a) Each award of phantom units that corresponds to Partnership Common Units and vests solely based on the passage of time (including any Seconded Employee Phantom Awards), whether vested or unvested (“Partnership Phantom Units”), that is outstanding immediately prior to the Effective Time, shall, as of the Effective Time, be assumed by Parent and converted into a restricted unit award representing a contractual right to receive Parent Common Units or, in the case of Seconded Employees, the right to receive cash determined based on the value of Parent Common Units (each an “Assumed Restricted Unit Award”). Each such Assumed Restricted Unit Award shall be converted into a restricted unit award to receive a number of Parent Common Units (or the cash equivalent thereof, as applicable) equal to the product obtained by multiplying (x) the number of Partnership Common Units subject to such Partnership Phantom Unit immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Each Assumed Restricted Unit Award shall otherwise be subject to the same terms and conditions (including as to vesting, distribution equivalent rights and issuance) as were applicable to the Partnership Phantom Unit immediately prior to the Effective Time. (b) Each award of performance units that corresponds to Partnership Common Units, including Seconded Employee Performance Awards (each, a “Partnership Performance Award,” and together with the Partnership Phantom Units, the “Partnership Equity Awards”), that is outstanding and unvested as of the Effective Time, shall, as of the Effective Time, be measured as to performance as of the Effective Time (or a date reasonably proximate thereto) as determined in good faith by the GP Board and each such Partnership Performance Award shall, with respect to the number of Partnership Common Units that are considered earned with respect thereto based on the higher of actual performance or target shall, as of the Effective Time (the “Earned Performance Units”), be assumed by Parent and converted into an Assumed Restricted Unit Award, which shall have distribution equivalent rights and be eligible to vest solely based on continued service at the end of the performance period that was originally applicable thereto; provided, however, that the Earned Performance Units will vest upon a “qualifying termination” and, to the extent applicable, will incorporate the provisions related to termination due to “retirement,” as provided in the Partnership Phantom Unit Awards. Notwithstanding the foregoing, with respect to Partnership Performance Awards granted in 2021, the number of Earned Performance Units shall be equal to the target number of units granted, regardless of performance. The number of Parent Common Units that are subject to such Assumed Restricted Unit Awards shall be equal to the number of Earned Performance Units with respect to the corresponding Partnership Performance Award, multiplied by the Exchange Ratio, rounded up or down to the nearest whole Parent Common Unit. Any performance units that correspond to Partnership Common Units that are not Earned Performance Units shall, upon the Effective Time, automatically be cancelled for no consideration. (c) The General Partner shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 5.6 and such transactions shall be subject to compliance with Section 409A of the Code.
Value-Based Programs If you receive covered healthcare services under a Value-Based Program inside a Host Blue’s service area, you will not be responsible for paying any of the Provider Incentives, risk-sharing, and/or Care Coordinator Fees that are a part of such an arrangement, except when a Host Blue passes these fees to us through average pricing or fee schedule adjustments. The following defined terms only apply to the BlueCard section only: • Care Coordinator Fee is a fixed amount paid by us to providers periodically for Care Coordination under a Value-Based Program. • Care Coordination is organized, information-driven patient care activities intended to facilitate the appropriate responses to an enrolled member’s healthcare needs across the continuum of care. • Value-Based Program (VBP) is an outcomes-based payment arrangement and/or a coordinated care model facilitated with one or more local providers that is evaluated against cost and quality metrics/factors and is reflected in provider payment. • Provider Incentive is an additional amount of compensation paid to a healthcare provider by us, based on the provider’s compliance with agreed-upon procedural and/or outcome measures for a particular group of covered persons. Federal or state laws or regulations may require a surcharge, tax or other fee that applies to insured accounts. If applicable, we will include any such surcharge, tax or other fee as part of the claim charge passed on to you. • Enrolled Member Liability Calculation When covered healthcare services are provided outside of BCBSRI service area by nonparticipating providers, the amount an enrolled member pays for such services will generally be based on either the Host Blue’s nonparticipating provider local payment or the pricing arrangements required by applicable law. In these situations, the enrolled member may be responsible for the difference between the amount that the nonparticipating provider bills and the payment BCBSRI will make for the covered services as set forth in this paragraph. Federal or state law, as applicable, will govern payments, including but not limited to, emergency services, air ambulance services, and certain covered healthcare services rendered by a nonparticipating provider. • Exceptions In some exception cases, BCBSRI may pay claims from nonparticipating healthcare providers outside of BCBSRI service area based on the provider’s billed charge. This may occur in situations where an enrolled member did not have reasonable access to a participating provider, as determined by BCBSRI. In other exception cases, BCBSRI may pay such claims based on the payment BCBSRI would pay to a local nonparticipating provider (as described in the above subsection “How Non-network Providers Are Paid”). This may occur where the Host Blue’s corresponding payment would be more than BCBSRI in-service area nonparticipating provider payment. BCBSRI may choose to negotiate a payment with such a provider on an exception basis. Unless otherwise stated, in any of these exception situations, the enrolled member may be responsible for the difference between the amount that the nonparticipating healthcare provider bills and payment BCBSRI will make for the covered services as set forth in this paragraph. Blue Cross Blue Shield Global® Core If you are outside the United States (hereinafter “BlueCard service area”), you may be able to take advantage of the Blue Cross Blue Shield Global Core when accessing covered healthcare services. The Blue Cross Blue Shield Global Core is unlike the BlueCard Program available in the BlueCard service area in certain ways. For instance, although the Blue Cross Blue Shield Global Core assists you with accessing a network of inpatient, outpatient and professional providers, the network is not served by a Host Blue. As such, when you receive care from providers outside the BlueCard service area, you will typically have to pay the providers and submit the claims yourself to obtain reimbursement for these services. • Inpatient Services: In most cases, if you contact the service center for assistance, hospitals will not require you to pay for covered inpatient services, except for your cost-share amounts/deductibles, coinsurance, etc. In such cases, the hospital will submit your claims to the service center to begin claims processing. However, if you paid in full at the time of service, you must submit a claim to receive reimbursement for covered healthcare services. • Outpatient Services: Physicians, urgent care centers and other outpatient providers located outside the BlueCard service area will typically require you to pay in full at the time of service. You must submit a claim to obtain reimbursement for covered healthcare services. Preauthorization may be required for outpatient services. • Submitting a Blue Cross Blue Shield Global Core Claim: When you pay for covered healthcare services outside the BlueCard service area, you must submit a claim to obtain reimbursement. For institutional and professional claims, you should complete a Blue Cross Blue Shield Global Core claim form and send the claim form with the provider’s itemized bill(s) to the service center (the address is on the form) to initiate claims processing. Following the instructions on the claim form will help ensure timely processing of your claim. The claim form is available from BCBSRI, the service center or online at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. If you need assistance with your claim submission, you should call the service center at ▇.▇▇▇.▇▇▇.▇▇▇▇ (2583) or call collect at ▇.▇▇▇.▇▇▇.▇▇▇▇, 24 hours a day, seven days a week.
Performance Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.
Agreement Objectives (a) The fundamental objective that the Parties have in creating the Agreement is to produce an agreed industrial relations framework that encourages achievement of the following goals on the Project. (1) A safe and healthy Project Site environment where everyone works towards achieving the health and safety management philosophy of an injury and incident free Project; (2) A Project where everyone has the opportunity to perform their best work and achieve a sense of personal satisfaction by the time they complete their work assignment; (3) A Project where all participants' efforts and best work translate into a high quality result for the Project; (4) A Project where all participants work toward the common goal of completing the construction work on the Project within the defined schedule and budget; (5) A Project where leaders focus on understanding and dealing with people issues; (6) A Project where all participants listen to others point of view and act to amicably resolve any differences of opinion that may occur from time to time without ever resorting to unreasonable or unlawful means to achieve the result they wish to achieve; (7) A Project where, by all the participants acting in a considerate and respectful manner, positive relations with the local community they are performing the construction work in are maintained. (b) The Employer is accountable to: (1) Provide the management resource and support needed to achieve an injury and incident free Project; (2) Encourage its leaders to focus on issues raised by any member of their team; (3) Ensure its leaders act to address appropriately and in a timely manner, any concern raised by any member of their team; (4) Act at all times with fairness, honesty and in a trustworthy manner, responding to issues or concerns raised in a timely manner; (5) Recognise the talents and capabilities of their Employees and encourage excellence in construction execution. (c) Each Employee is accountable to: (1) Establish and maintain a safe and healthy work area, ensure safe and healthy work practices are followed at all times and within their duty of care, take responsibility for their personal safety and the safety of other Employees; (2) Comply with Project environmental health and safety regulations, procedures and practices; (3) Participate in and comply with the Project’s cultural and environmental processes; (4) Ensure their personal fitness for work on each day they are scheduled to work; (5) In all of their dealings with other Employees and their Employer, act with fairness and respect; (6) Work towards both the Project and their team’s goals to the full extent of their personal capacity; and (7) Raise any personal concern/issue directly with their immediate team leader/supervisor thereby providing the Employer with an opportunity to resolve/assist the concern/issue. If the team leader/supervisor is not available, then raise the matter with a more senior Employer leader.