Applicable Portion. Means, with respect to a calendar year, the amount that is equal to 30% of the GP Strategic Capital Aggregate Compensation Amount with respect to such calendar year; provided, that (i) in the case where Executive's Quarterly Payments in respect of a calendar year (as finally determined and taking into account, for the avoidance of doubt, the determination of Executive to increase his fourth quarter Quarterly Payment under Section 3(b)(iii) and the effect of Section 3(b)(iii)(3) in the relevant... year) are in the aggregate less than such amount, the Applicable Portion with respect to such calendar year shall be such lesser amount and (for the avoidance of doubt, without limitation of clause (ii) below in respect of subsequent calendar years) in such case the amount of excess above such lesser amount will be deemed forfeited, and (ii) in respect of any calendar year, in the event that Executive's Applicable Portion in respect of one (1) or both of the calendar years immediately preceding such calendar year was less than 30% of the GP Strategic Capital Aggregate Compensation Amount with respect to such calendar year, then to the extent so elected by Executive pursuant to Section 3(b)(iii) (or deemed to be so elected pursuant to Section 3(b)(iii)(3)), Executive's Applicable Portion with respect to such calendar year may exceed the amount equal to 30% (but may not exceed the Aggregate Cap) of the GP Strategic Capital Aggregate Compensation Amount with respect to such calendar year, so long as such higher amount would not result in (x) the Executive's Applicable Portion over such three (3)-year period (i.e., the current calendar year and the immediately preceding two (2) calendar years) exceeding 30% of the cumulative GP Strategic Capital Aggregate Compensation Amount over such three (3)-year period (and for this purpose, if applicable, giving effect to any Excess payment with respect to such period and in the event that in one (1) of the two (2) immediately preceding calendar years Executive received more than 30% of the GP Strategic Capital Aggregate Compensation Amount in such calendar year, and such excess amount over 30% was taken in respect of a deficit (i.e., where Executive received less than 30% of the GP Strategic Capital Aggregate Compensation Amount in such year) in a calendar year that was prior to the relevant three (3)-year period, then such excess shall be excluded from determining Executive's Applicable Portion for such three (3)-year period) or (y) the Executive's Applicable Portion for such calendar year exceeding the Aggregate Cap; provided that, notwithstanding the foregoing, in the first two (2) calendar years to which this Agreement (i.e., 2023 and 2024) applies, the Executive's Applicable Portion shall not exceed 30% of the cumulative GP Strategic Capital Aggregate Compensation Amount over such two (2)-year period.View More
