Pro Rata Award definition

Pro Rata Award means an amount equal to the product of (i) the amount of the Award that would have been paid to the Award Holder if the Award Holder had remained employed by the Company through the Payment Date, based on actual Company performance over (or the occurrence of an Acceleration Event during) such period and (ii) a fraction, the numerator of which is the number of full months elapsed from (a) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (b) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the date of Termination of Employment and the denominator of which is the number of months from (1) January 1, 2002, in the case of any Award Holder who was employed by the Company on January 1, 2002 or (2) the date of hire of the Award Holder in the case of any Award Holder who was hired as an employee of the Company after January 1, 2002, until the Performance Goals are achieved.

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Pro Rata Award has the meaning set forth in Section 6.12(h).

Pro Rata Award means a fraction the numerator of which is the dollar amount of disputes resolved by the Adjustment Accountants or the Earnout Accountants, as the case may be, in favor of Parent or the Members, as the case may be, and the denominator is the dollar amount of all disputes resolved by the Adjustment Accountants or Earnout Accountants, as the case may be.

Examples of Pro Rata Award in a sentence

For example, if the Grantee was granted 1,200 Award Units and retirement occurs 548 calendar days into the Vesting Period, assuming the Vesting Period contains 1,095 calendar days, the Grantee would have (i) 1,200/3 = 400 Award Units vested pursuant to Section 2.1, plus (ii) 1,200 x (183/1095) = 201 Pro Rata Award Units.
The Pro Rata Award shall be equal the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.
If the Grantee’s Employment terminates on account of ▇▇▇▇▇▇▇’s death or Disability, then: Pro Rata: Award does not accelerate but remains outstanding until the Vesting Dates.
The Pro Rata Award shall be equal to the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.
If Participant’s employment is terminated involuntarily other than for Gross Misconduct, Participant will be entitled to receive his or her Pro Rata Award during the Pro Rata Award Distribution Period.
The fees and expenses of the Adjustment Accountants shall be borne by the Members on the one hand and the Parent on the other hand based on the Pro Rata Award.
Furthermore, with respect to the Retention and Incentive Awards, the Executive shall receive a Pro Rata Award at such time as the Retention and Incentive Awards would otherwise have become payable had the Executive remained in the employ of the Company.
If the Grantee’s Employment terminates on account of ▇▇▇▇▇▇▇’s death or Disability prior to the Vesting Date then: Pro Rata: Award does not accelerate but remains outstanding until the Vesting Date.
The fees and disbursements of the Earnout Accountants under this Section 1.7(c)(ii) will be paid by the Parent, on the one hand, and the Member, on the other hand, based on their Pro Rata Award.
Notwithstanding any provision of this Agreement to the contrary, if (i) Participant becomes entitled to receive a Pro Rata Award as a result of his or her “separation from service” (within the meaning of Treas.

More Definitions of Pro Rata Award

Pro Rata Award means the number of shares, if any, not to exceed Participant’s Maximum Shares, equal to (i) the sum of (A) Participant’s Performance Based Amount for each Performance Period (if any) prior to the Performance Period in which Participant’s Termination Date (as defined below, and constituting a “separation from service” (within the meaning of Treas. Reg. 1.409A-1(h)(1)(i), but without regard to the last sentence thereof)) occurs, and (B) Participant’s Performance Based Amount for the Performance Period in which Participant’s Termination Date occurs multiplied by a fraction, the numerator of which is the number of calendar days in the Performance Period up to and including the Termination Date and the denominator of which is the number of calendar days in the applicable Performance Period, divided by (ii) the Award Date Fair Market Value. The Company shall deliver the vested shares, if any, by March 15 of the calendar year following the calendar year that includes the Participant’s Termination Date (the “Pro Rata Award Distribution Period”), unless payment of the Award is delayed by reason of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein.

Pro Rata Award means: (i) with reference to a Group A Participant, a fraction of the Participant's Full Award, the numerator of which fraction is the number of full calendar months

Pro Rata Award. Participants employed for a period less than the full fiscal year will receive a payout prorated to their length of employment, so long as they have service of at least 90 days during the performance year. PERFORMANCE For the ____________________, performance criteria will CRITERIA AND include the performance of First Merchants Corporation and WEIGHTS: First Merchants Bank. The weighting of these criteria shall be as follows: (SEE ATTACHED SCHEDULE A) PAYOUT Award schedules, attached hereto, define the minimum THRESHOLD performance levels for which Incentive Compensation Awards CONDITIONS: will be made. Awards will be made if performance equals or exceeds the minimum performance levels shown on any one of the attached schedules. For the current year, minimum ("THRESHOLD") performance levels are: (SEE ATTACHED SCHEDULE A) The total incentive award is calculated by adding the applicable awards derived from each of the schedules. A schedule will be utilized for this purpose only if the actual performance level is above the schedule's minimum. Approved by the Compensation Committee: April 21, 1988 (ORIGINAL APPROVAL) February 19, 1997 (CURRENT APPROVAL) SCHEDULE A TO FIRST MERCHANTS CORPORATION MANAGEMENT INCENTIVE PLAN The Corporation's Management Incentive Plan covering its executive officers are all in the form of Exhibit 10.1 and are substantially identical, except as noted below. Actual targets are not disclosed. The maximum bonus under the Management Incentive Plan for Chief Executive Officer is 40% of base salary. The performance criteria used include the Corporation's return on assets, return on equity, efficiency ratio and net income growth.

Pro Rata Award means the product of the target Award amount multiplied by a fraction - the numerator of which is the number of months the Executive worked for the Company and its Subsidiaries during the Performance Period and the denominator of which is the total number of months during the Performance Period.

Pro Rata Award means a cash payment (less all applicable foreign, federal, state and local income tax, social security and other standard withholdings and deductions, including 401(k) contributions if so elected) equal to a pro rata portion of the Award, calculated by multiplying (i) a fraction equal to the number of days in the fiscal quarter of the Award Term ending on the Trigger Date divided by the number of days in such fiscal quarter, by (ii) the payout amount such Participant would have otherwise been entitled to receive as of the Qualification Date with respect to such fiscal quarter in accordance with the terms hereof (making the assumption there is no discretionary adjustment by the Committee (or officer) as to the Award amount).