IRR Hurdle Forfeiture Amount means, with respect to an IRR Option, an amount equal to the Option Consideration Amount with respect to such IRR Option if the IRR Hurdle did not exist less the IRR Option Default Consideration Amount.
Award Value means the value, in dollars, of an award made to a Participant and as stated in the applicable Award Agreement, which is provided under the Plan in the form of PSUs or RSUs, as the case may be.
Forfeiture Period means the period from the Grant Date until the Forfeiture Date.
Forfeiture Event means the occurrence of at least one of the following (a) the Company is required, pursuant to a determination made by the Securities and Exchange Commission or by the Board, or an authorized subcommittee of the Board, to prepare a material accounting restatement due to the noncompliance of the Company with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Board determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Board concludes that the Participant engaged in fraud, embezzlement or other similar misconduct materially detrimental to the Company.
Unit Value means, at any time, the value of each Stock Unit, which value shall be equal to the Fair Market Value (as defined in the Plan) of a Share on such date.
Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.
Maximum Basic Grant Amount’ has the same meaning as set out in item 1 of Schedule 1 of HESA; ‘National Law’ means (a) for a state or territory other than Western Australia – the Health Practitioner Regulation National Law as set out in the Schedule to the Health Practitioner Regulation National Law Act 2009 (Qld) as it applies (with or without modification) as a law of the State or Territory; and (b) for Western Australia – the legislation enacted by the Health Regulation National Law (WA) Xxx 0000 that corresponds to the Health Practitioner Regulation National Law;
Vesting Percentage means the percentage by which the Target Total Award is multiplied as set forth in the chart in Section II below.
Initial Vesting Date means the date occurring one (1) year after the Date of Option Grant.
Cash Performance Award means an Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof and payable based on or conditioned upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period.
Maximum Share Amount shall have the meaning set forth in Section 2.01(c).
Performance Date means December 31, 2025. If the Locality, in consultation with VEDP, deems that good faith and reasonable efforts have been made and are being made by the Company to achieve the Targets, on or before the Performance Date the Locality may request an extension of the Performance Date by up to 15 months. Any extension of the Performance Date shall require the prior approval of the Company and the Board of Directors of VEDP (the “Board”). If the Performance Date is extended, the Locality shall send written notice of the extension to the Authority, the Company and VEDP and the date to which the Performance Date has been extended shall be the “Performance Date” for the purposes of this Agreement.
Grant Amount or “Grant” means the total amount of financial assistance disbursed under this Agreement, which consists of the City's Amount and the Consultant’s Amount.
Vested LTIP Units has the meaning provided in Section 4.4(d) hereof.
Vesting Event means the earliest to occur of the following events:
Performance Cash means any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.
Qualifying Performance Criteria means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Parent, Subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, and on a pre-tax or after-tax basis, in each case as specified by the Committee in the Award: (i) cash flow (including operating cash flow or free cash flow); (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) expenses; (xxv) economic value added; (xxvi) product quality; (xxvii) number of customers; (xxviii) objective customer indicators; (xxix) customer satisfaction; (xxx) new product invention or innovation; (xxxi) profit after taxes; (xxxii) pre-tax profit; (xxxiii) working capital; (xxxiv) sales; (xxxv) advancement of the Company’s product pipeline; (xxxvi) consummation of strategic transactions; (xxxvii) reduction in cash utilization; and (xxxviii) addition of technologies and products. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company’s financial statements.
Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.
Vesting Date has the meaning set forth in Section 3.10(c)(ii).
Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).
Average Actual Deferral Percentage means the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.
Performance Percentage means the factor determined pursuant to a Performance Schedule that is to be applied to a Target Award and that reflects actual performance compared to the Performance Target.
Unvested LTIP Units has the meaning provided in Section 4.4(d) hereof.
Performance Condition means any performance condition imposed under rule 3;
Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.
Nonqualifying Income means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.
Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).