Definition of Positive Operating Income Determination
Positive Operating Income Determination means a determination that the Company's total operating income, as determined under GAAP, disregarding (a) the effect of all non-cash charges and (b) the contribution to operating income from Forward Purchase Revenue, for any period after the date hereof of two (2) consecutive fiscal quarters, is zero or greater. A Positive Operating Income Determination shall be made by the Company's compensation committee acting reasonably, and after consultation with the Executive, based on and consistent with (subject to the adjustments required by this definition) the reported GAAP financial results in the Company's publicly filed SEC reports for the applicable fiscal quarters or, in the absence of a timely SEC report or any failure of an SEC report to be filed, based on and consistent with the Company's financial statements for the applicable fiscal quarters. For purposes of this definition, "Forward Purchase Revenue" shall be the amount of revenue that would otherwise have positively affected operating income attributable to the line item "Deferred Revenue" on the Company's balance sheet (or any other title or line item which may hereafter be assigned to substantively the same matter and underlying transaction). In the event of any disagreement regarding the definition of Positive Operating Income Determination, the matter may, at the option of any party, be submitted to a mutually agreeable third party with the experience necessary to make a determination, which written determination will be final and binding.
Examples of Positive Operating Income Determination in a sentence
In addition, effective upon a Positive Operating Income Determination, the Annual Base Salary will automatically be increased to $240,000 for the balance of the year in which such event takes place and thereafter during the Term (i.e., for clarity, this is not a retroactive increase, but a go-forward increase), subject to any other adjustments to Annual Base Salary that are made in accordance with the second sentence of this Section 3(b).