Value Creation Plan Clause Samples
A Value Creation Plan clause outlines the strategies and actions that parties intend to implement to increase the worth or performance of a business or asset following a transaction. Typically, this clause details specific initiatives, such as operational improvements, cost reductions, or market expansion efforts, and may assign responsibilities or set performance targets for achieving these goals. Its core practical function is to align the parties on a shared roadmap for post-transaction growth, ensuring accountability and maximizing the potential return on investment.
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Value Creation Plan. The Executive shall be deemed a “Participant” for purposes of the Company’s Value Creation Plan, as approved by the Company’s Compensation Committee on May 14, 2013 and attached hereto as Exhibit B (the “VCP”). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows:
(i) during the Employment Term, (A) the Executive will always be deemed a “Participant” under the VCP and at no point during the Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five percent (25%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year;
(ii) in the event the Executive is terminated for Cause or resigns without Good Reason, the Executive will forfeit all rights to an award for the fiscal year in which such termination occurs under the VCP and thereafter; and
(iii) in the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.
Value Creation Plan. “Value Creation Plan” means the Value Creation Plan or any similar plan, or successor plan of the LTIP.
Value Creation Plan. 6.1 Upon execution of the Agreement, you will receive a special one-time grant under the Sotheby’s 2003 Restricted Stock Plan of 38,344 shares of restricted stock (the “VCP Shares”), which will vest subject to the satisfaction of certain performance criteria, as described in Exhibit A.
Value Creation Plan. Any of Mr. Pershing's ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ghts or Indexed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Pershing following his Termin▇▇▇▇▇ ▇▇▇▇ shall be no less than the Share Value as of the date of the Change in Control of Southern or SEI, as the case may be. In addition, notwithstanding any provision in this Agreement to the contrary, Mr. Pershing's rights and benefit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ms of the Value Creation Plan will not be prejudiced by execution of this Agreement.
Value Creation Plan. Any of Mr. Hill's Appreciation Rig▇▇▇ ▇▇ ▇▇▇▇xed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Hill following his Termination ▇▇▇▇ ▇hall be no less than the Share Value as of the date of the Change in Control of Southern or SEI, as the case may be. In addition, notwithstanding any provision in this Agreement to the contrary, Mr. Hill's rights and benefits u▇▇▇▇ ▇▇▇ ▇erms of the Value Creation Plan will not be prejudiced by execution of this Agreement.
Value Creation Plan. Value Creation Plan," when immediately preceded by "Southern Energy," means the Southern Energy Value Creation Plan, as maintained by Southern Energy as of the date of the Agreement.
Value Creation Plan. In the event Mr. Klappa transfers his employment to an affiliate of Southern, a▇▇ ▇▇▇▇▇▇▇t to the Southern Energy Resources, Inc. Value Creation Plan (the "Plan") he has Indexed Rights that have not vested at the time of such transfer, and the Administrative Committee for the Plan fails to take action to provide Mr. Klappa relief from Section 4.5 of the Plan to the extent it pr▇▇▇▇▇▇ ▇▇▇ forfeiture of unvested Indexed Rights upon termination from the Company for reasons other than Cause and provide that any of Mr. Klappa's unvested Indexed Rights shall continue to vest as lon▇ ▇▇ ▇▇. ▇▇▇ppa remains employed by an affiliate of Southern, then the ▇▇▇▇▇▇▇ ▇▇all pay Mr. Klappa an amount equal to what he would have received had such ▇▇▇▇▇▇▇ ▇ights continued to vest following his transfer to an affiliate of Southern, become vested and been exercised by Mr. Klappa within the time period that would have existed under th▇ ▇▇▇▇ ▇▇▇ such exercise. In determining such amount, the method that would have applied under the Plan shall be used.
Value Creation Plan. Notwithstanding the foregoing, solely for purposes of the Company’s Value Creation Plan, effective August 27, 2009 and amended as of May 23, 2011 (the “Value Creation Plan”), the Executive’s termination of employment from the Company shall be deemed a “Termination of Service . . . by the Employer without Cause” (within the meaning of the Value Creation Plan) and the Executive’s outstanding units granted under the Value Creation Plan shall vest and be settled to the extent contemplated by the Value Creation Plan in the event of such a termination. Any distribution to be made to the Executive in connection with the Value Creation Plan shall be made consistent with the Executive’s prior deferral election regarding such plan.
Value Creation Plan. Any of Mr. Miller's Ap▇▇▇▇▇▇▇▇▇▇ ▇▇ghts or Indexed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Miller following his Termin▇▇▇▇▇ ▇▇▇▇ shall be no less than the Share Value as of the date of the Change in Control of Southern or SEI, as the case may be. In addition, notwithstanding any provision in this Agreement to the contrary, Mr. Miller's rights and benefits u▇▇▇▇ ▇▇▇ ▇▇▇ms of the Value Creation Plan will not be prejudiced by execution of this Agreement.
Value Creation Plan. Any of Mr. Boren's Appreciation Rights or Indexed Rig▇▇▇ ▇▇▇▇▇ ▇he Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Boren following his Termination Date shall be no less than the Share Value as of the date of the Change in Control of Southern or the Company, as the case may be.