COMPENSATION COMMITTEE REPORT Sample Clauses

COMPENSATION COMMITTEE REPORT. As is the case each year, the Compensation Committee reviewed the proposed 2000 salary and bonuses and considered 1999 stock option grants for the executive officers at the Compensation Committee meeting on December 16, 1999. Base salaries for all executive officers are established at levels considered appropriate considering the scope of each officer's responsibilities. The proposed salary levels were compared to nationally recognized published compensation surveys and were in line with or below the average salary levels in the report for comparable positions of responsibility. A significant amount of the total compensation of Mr. Xxxxxx, Xx. Train and each other executive officer is dependent on the performance of the Company. Presidents of the Company's operating divisions (including Messrs. Andexxxx, Xxbexxx xxx Sandxxxx) xxrn bonuses equal to a stated percentage of their base salary based on the return on average capital employed for their respective divisions. The other corporate officers earn bonuses based on the Company's net income. For competitive reasons, the Compensation Committee has determined not to specify the target return rates. Executive officers other than Messrs. Martxx xxx Train can elect, at the beginning of each fiscal year, to defer 25% of their bonus into a growth bonus program for three years. They receive interest on their deferred amounts plus a growth bonus equal to the four year compound
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COMPENSATION COMMITTEE REPORT. The Compensation Committee of the Company's Board of Directors (the "Committee") is responsible for establishing policies and programs for compensating Heartport's executive officers. Each year, the Committee determines the base salary payable to the Chief Executive Officer ("CEO") and all other executive officers, and approves the incentive bonus program for the CEO and other executive officers. In addition, the Committee administers the Company's 1996 Stock Option Plan and Employee Stock Purchase Plan. The Committee has the exclusive authority to grant stock options to the Company's officers. For fiscal 2000, the Committee considered both qualitative and quantitative factors in determining executive officer compensation levels, including commercially-prepared surveys of comparable companies.
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COMPENSATION COMMITTEE REPORT. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Realogy Holdings Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report. The table below sets forth the compensation we provided in 2012, 2011 and 2010 to our named executive officers. As discussed in the "Compensation Discussion and Analysis," 2012 compensation reflects the grant date fair value of equity awards made in conjunction with our October 2012 initial public offering as well as the remaining payments under the 2011-2012 Multi-Year Cash Retention Plan and as noted previously, we do not expect to establish a cash retention program for the NEOs in 2013. Change in Pension Value/ Nonqualified Xxxxxxx X. Xxxxx 2012 1,000,000 112,219 5,198,844 6,022,523 2,800,000 — 2,000 15,135,586 Chief Executive Officer and President 2011 1,000,000 97,000 — — 2,000,000 — 2,000 3,099,000 2010 1,000,000 — — 1,005,338 — — 1,750 2,007,088 2012 600,000 1,573,974 1,920,102 765,000 — 3,750 4,862,826 2011 562,500 — — — 525,000 — 3,675 1,091,175 2010 525,000 — — 242,250 420,000 — — 1,187,250 Xxxxxxx X. Xxxx Executive Vice President, Chief Financial Officer and Treasurer Xxxxx X. Xxxxxxxx 2012 475,000 797,588 1,222,996 634,401 134,179 3,264,164 President and Chief Executive Officer of Cartus Corporation 2011 441,500 — — — 416,000 80,409 — 937,909 2010 416,000 — — 193,800 332,800 44,784 — 987,384 Xxxxxxxxx X. Xxxxxxxxx, III 2012 550,000 1,094,266 1,389,459 982,000 — 7,031 4,022,756 President and Chief 2011 542,500 — — — 520,000 — 2,525 1,065,025 Executive Officer, Realogy Franchise Group 2010 520,000 — — 242,250 416,000 — — 1,178,250 Xxxxx Xxxx 2012 575,000 1,295,763 1,535,375 829,063 — 3,649 4,238,850 President and Chief Executive Officer, NRT 2011 550,000 — — — 520,000 — 3,558 1,073,558 2010 520,000 — — 193,800 416,000 — — 1,129,800 _______________
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COMPENSATION COMMITTEE REPORT. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on the review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s annual report on Form 10-K. THE COMPENSATION COMMITTEE Barry J. Alperin, Chairman Donald J. Kabat Norman S. Matthews
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COMPENSATION COMMITTEE REPORT. ON EXECUTIVE COMPENSATION
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COMPENSATION COMMITTEE REPORT. As is the case each year, the Compensation Committee reviewed the proposed 2000 salary and bonuses and considered 1999 stock option grants for the executive officers at the Compensation Committee meeting on December 16, 1999. Base salaries for all executive officers are established at levels considered appropriate considering the scope of each officer's responsibilities. The proposed salary levels were compared to nationally recognized published compensation surveys and were in line with or below the average salary levels in the report for comparable positions of responsibility.
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COMPENSATION COMMITTEE REPORT. Under the supervision of the Compensation Committee of the Board of Directors (the "Committee"), the Company has attempted to develop and implement compensation policies, plans and programs which seek to enhance the profitability of the Company and to maximize shareholder value by closely aligning the financial interests of the Company's executive officers with those of its shareholders. The Committee is currently comprised of Messrs. Xxxxx and Xxxxxxxxx. The Company's general compensation philosophy, which is determined by the Committee, is to offer compensation so as to enable the Company to attract and retain talented and experienced executive officers who are able to assist the Company in accomplishing its strategic and performance goals and to allow such executive officers to participate in the increase in value of the Company upon attaining such goals. Such compensation consists of salary, performance-based bonus and stock options/restricted stock. In determining the salary, bonus and stock option/restricted stock awards for the Company's executive officers, the Committee takes into account the overall performance of the Company as well as its subjective determination of the contribution of each executive officer to that performance. The Committee does not limit its evaluation of Company performance to any particular performance measure, nor does it apply any specific formula in relating Company performance to salary, bonus or stock option/restricted stock award levels. Four of the five Named Officers are parties to employment agreements with the Company, which are described herein in the section entitled "Employment and Severance Agreements." The Committee believes that the compensation offered pursuant to such agreements is consistent with the Company's compensation philosophy. In 1999, Xx. Xxxxx'x salary was $750,000 and, given the Company's significant improvement in results of operations and financial condition during 1999, received a $750,000 bonus for 1999. He also received a bonus of $500,000 following completion of the successful sale of the Company's freight car operations. Xx. Xxxxx'x economic interests are further aligned with the shareholders of the Company due to his significant ownership interest in the Company (see "Principal Shareholders and Security Ownership of Management"). The Committee has not developed a formal policy on the rules regarding deductability of executive compensation because the Company's compensation of its execut...
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Related to COMPENSATION COMMITTEE REPORT

  • Audit Committee Review Prior to the earlier of the consummation of an initial Business Combination and the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made by the Company to the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.

  • Board/Committee Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

  • Committee Rules Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

  • Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board. (B) The Compensation Committee shall in general advise upon all matters of policy concerning the Company brought to its attention by the management and from time to time review the management of the Company, major organizational matters, including salaries and employee benefits and specifically shall administer the Executive Incentive Compensation Plan. (C) Meetings of the Compensation Committee may be called at any time by the Chairman of the Compensation Committee, the Chairman of the Board of Directors, or the President of the Company.

  • Committee Responsibilities Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions: (i) To interpret the Plan and to apply its provisions; (ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan; (iii) To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws including qualifying for preferred tax treatment under applicable foreign tax laws; (iv) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (v) To determine when Awards are to be granted under the Plan; (vi) To select the Participants to whom Awards are to be granted; (vii) To determine the type of Award and number of Shares or amount of cash to be made subject to each Award; (viii) To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award (including accelerating the vesting of Awards, either at the time of the Award or thereafter, without the consent of the Participant), to determine whether an Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the agreement relating to such Award; (ix) To amend any outstanding Award Agreement, subject to applicable legal restrictions and to the consent of the Participant if the Participant’s rights or obligations would be materially impaired; (x) To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration; (xi) To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage; (xii) To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business; (xiii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement; (xiv) To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; and (xv) To take any other actions deemed necessary or advisable for the administration of the Plan. Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants and all persons deriving their rights from a Participant. No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan or any Award under the Plan.

  • TRANSITION COMMITTEE A transition committee comprised of the employee representatives and the employer representatives, including the Crown, will be established by January 31, 2016 to address all matters that may arise in the creation of the Trust.

  • Benefits Committee As per LOA#10, a benefits committee comprised of the employee representatives and the employer representatives, including the Crown, shall convene upon request to address all matters that may arise in the operation of the OSSTF ELHT.

  • INDEPENDENT ASSESSMENT COMMITTEE CHAIRPERSONS Xx. Xxxxxx Xxxxxxxxx Registered Nurses Association of Ontario 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000, ext. 216 Fax: (000) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx Ms. Xxxxxxx Plain 0000 Xxxxxx Xxxx Xxxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxxxxxxx.xx BETWEEN: AND:

  • Committee Mandate The mandate of the Redeployment Committee is to: (1) Identify and propose possible alternatives to the proposed layoff(s) or elimination of position(s), including, but not limited to, identifying work which would otherwise be bargaining unit work and is currently work contracted-out by the Hospital which could be performed by bargaining-unit employees who are or would otherwise be laid off; (2) Identify vacant positions in the Hospital or positions which are currently filled but which will become vacant within a twelve (12) month period and which are either: (a) within the bargaining unit; or (b) within another CUPE bargaining unit; or (c) not covered by a collective agreement. (3) Identify the retraining needs of workers and facilitate such training for workers who are, or would otherwise be, laid off. (4) Subject to article 9.11, the Hospital will award vacant positions to employees who are, or would otherwise be laid off, in order of seniority if, with the benefit of up to six (6) months retraining, an employee has become able to meet the normal requirements of the job. (5) Any dispute relating to the foregoing provisions may be filed as a grievance commencing at Step 2.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.

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