Additional Termination Incentive Management Fee definition

Additional Termination Incentive Management Fee means, in the event of any Termination pursuant to Section 16.2 or 16.3 (but not pursuant to any other provision of this Agreement) that occurs after December 31, 2013 but prior to July 1, 2014 (but not if such Termination occurs at any other time during the Term), an additional termination fee shall be payable by Owner to Manager in an amount equal to fifty percent (50%) of the amount, if any, by which actual EBITDAM for the First Incentive Management Fee Period exceeds the First Incentive Management Fee Threshold, but in no event shall the Additional Termination Incentive Management Fee exceed One Million Five Hundred Thousand Dollars ($1,500,000). If any such Termination occurs on the last day of the first Incentive Management Period, the Additional Termination Incentive Management Fee shall be paid by Owner to Manager if the Additional Termination Incentive Management Fee has been earned by Manager in accordance with this definition. If any such Termination occurs on any other date during the final six (6) months of the First Incentive Management Fee Period, (a) the First Incentive Management Fee Threshold shall be prorated based on the relationship the actual number of days in such partial First Incentive Management Fee Period bears to three hundred sixty-five (365) days to determine whether an Additional Termination Incentive Management Fee is payable for such partial Incentive Management Fee Period, and (b) if actual EBITDAM for such partial First Incentive Management Fee Period exceeds the prorated First Incentive Management Fee Threshold, Resort Owner shall pay to Manager an amount equal to fifty percent (50%) of such excess amount as the Additional Termination Incentive Management Fee. No Additional Termination Incentive Management Fee shall be payable by Owner to Manager if any such Termination occurs at any time during the Term other than after December 31, 2013 but prior to July 1, 2014.
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Related to Additional Termination Incentive Management Fee

  • Incentive Management Fee shall have the meaning set forth in Section 9.2(e) hereof.

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Additional Compensation has the meaning given to it in Section 10.2;

  • Incentive Payment means the payment to a STGU, including an AOBC Generation Unit, for RPS class I Renewable Generation Attributes and/or Environmental Attributes produced by these units, calculated pursuant to Section 7.0 below.

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Accrued Professional Compensation means, at any given moment, all accrued, contingent and/or unpaid fees and expenses (including, without limitation, success fees) for legal, financial advisory, accounting and other services and reimbursement of expenses that are awardable and allowable under section 328, 330(a) or 331 of the Bankruptcy Code and were rendered before the Effective Date by any Retained Professional in the Chapter 11 Cases, or that are awardable and allowable under section 503 of the Bankruptcy Code, that have not been denied by a Final Order, all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been filed for any such amount). To the extent that the Bankruptcy Court or any higher court denies or reduces by a Final Order any amount of a Retained Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

  • Compensation Period has the meaning specified in Section 2.12(c)(ii).

  • Annual Bonus shall have the meaning set forth in Section 4(b) below.

  • Base Management Fee means the base management fee, calculated quarterly in arrears, in an aggregate amount equal to the sum of (i) 25% per Quarter of the Fee Amount, plus (ii) 0.3125% of the Total Capitalization Value Increase for the preceding Quarter;

  • Final compensation of a member means:

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Performance Bonus means the performance bonus in respect of each Class payable to the General Partner by the Partnership which will be equal to 20% of the product of: (a) the number of Units of that Class outstanding on the Performance Bonus Date; and (b) the amount by which the Net Asset Value per Unit of that Class on the Performance Bonus Date (prior to giving effect to the Performance Bonus) plus the aggregate value of all distributions per Unit of that Class during the Performance Bonus Term exceeds $25.00.

  • Accretion Termination Date As defined in the Series Supplement.

  • Compensation Accrued at Termination means the following:

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.

  • Incentive Bonus means a bonus opportunity awarded under Section 9 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Annual Compensation means an amount equal to the greater of:

  • Parent Termination Fee has the meaning set forth in Section 7.3(b).

  • Incentive Fee shall have the meaning set forth in the Prospectus.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Incentive Pay means an annual amount equal to the aggregate annual bonus, in addition to Base Pay, made or to be made in regard to services rendered in any calendar year or performance period pursuant to any bonus plan of the Company.

  • income-related employment and support allowance means an income-related allowance under Part 1 of the Welfare Reform Act 2007;

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.