Annual Compensation The Executive's "Annual Compensation" for purposes of this Agreement shall be deemed to mean the highest level of base salary paid to the Executive by the Employers or any subsidiary thereof during any of the three calendar years ending during the calendar year in which the Date of Termination occurs.
Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.
Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.
Grant of Options Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the “Option”) with respect to ___________ shares of Common Stock of the Company.
Stock Option Grants EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. (“XM Stock”) on the following terms.
(a) On the Effective Date of the Amendment, XM will grant EMPLOYEE an option to purchase Three Hundred Fifty Thousand (350,000) shares of XM Stock. Additional stock options shall be awarded at the discretion of the Compensation Committee and the Board of Directors.
(b) The options granted pursuant to Article 3.7(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant.
(c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In addition to the annual vesting requirement, the initial options granted upon the amendment of the contract shall also require that EMPLOYEE will not sell, pledge or otherwise dispose of shares issued upon the exercise of such initial options until the first to occur of the following: (i) the average closing price of XM Stock on the Nasdaq National Market system, or principal stock exchange on which shares of XM Stock are then listed, over any 20 consecutive trading days following the date of grant equals or exceeds $10, or (ii) seven years have elapsed since the date of grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof.
(d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof.
(e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM’s Form S-8 Registration Statement.
Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.
Full Compensation Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder.
Compensation for Overtime Assigned overtime is designated as those hours over the regular hours of work which are requested of the employee by management. Assigned overtime worked shall be paid at the rate of time and one-half (1 1/2).
Incentive Pay (1) For any calendar year: in which twenty-five percent (25%) of the number of members employed as of January 1 of each year are rated as either Level II or Level III in every phase of the PFT then
(a) Members who are rated at Level II in all phases of the PFT will receive three hundred dollars ($300.00) in a one-time lump sum payment.
(b) Members who are rated at Level III in all phases of the PFT will receive six hundred dollars ($600.00) in a one-time lump sum payment.
(2) For any calendar year in which fifty percent (50%) of the number of members employed as of January 1 of each year are rated as either Level II or Level III in every phase of the PFT then:
(a) Members who are rated at Level II in all phases of the PFT will receive six hundred dollars ($600.00) in a one-time lump sum payment.
(b) Members who are rated at Level III in all phases of the PFT will receive nine hundred dollars ($900.00) in a one-time lump sum payment.
(3) All lump sum payments referenced herein will be paid in February of the following year.
Director Compensation Petitioner shall not compensate members of the Charter School’s Governing Board in excess of reasonable expenses incurred in connection with actual attendance at board meetings or with performance of duties associated therewith.