Penetration Threshold definition
Penetration Threshold means, for any Program Year, the quotient, expressed as a percentage, of (a) the sum of the Net Purchase Volume of Co-Brand Purchases, the Net Purchase Volume of Private Label Purchases, and, to the extent it can be determined, the Net Purchase Volume of Non-Retailer Purchases through the Retailer Website during such Program Year, divided by (b) Net Sales for such Program Year. For purposes of this definition, “Net Sales” is equal to, for any period, the dollar amount of purchases of goods and services sold by Retailer through any of its sales channels (including any applicable sales tax and sales from leased departments, including shoe sales), after deducting the amount of any credits associated with returns of goods and services and similar credits and adjustments, as reported and certified by Retailer’s Chief Financial Officer for each fiscal quarter of Retailer as set forth in Section (g) below. The parties will use good faith efforts to reconcile Net Sales necessary to reflect that the Program Years and Retailer’s fiscal quarters may end on different dates. The Gain Sharing Payment shall be calculated as follows: [(CROI x Z) — ([*]x Z)] x [*], minus the aggregate amount of Gain Sharing Payments made to Retailer in preceding Program Years.
Examples of Penetration Threshold in a sentence
With respect to any Program Year in which the Penetration Threshold (as defined below) exceeds [*], within forty-five (45) days after the end of such Program Year (subject to Retailer timely providing the Net Sales reports for such Program Year in accordance with Section (g) below), Bank shall pay to Retailer the gain sharing amount computed as described in this Schedule 4.1(6) (the “Gain Sharing Payment”), if such amount is a positive number.