Equity Compensation All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.
Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.
Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.
Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.
Extra Duty Compensation A. This schedule is based on time devoted by the unit member beyond the regular at-school duty hours. A unit member will not receive extra duty compensation for more than two assignments unless approved by the Board. 2 Athletic Directors $2448 $2564 $2696 2 Head Football Coaches 5342 5459 5588 6 Asst. Football Coaches 3684 3766 3852 4 Head Basketball Coaches 0000 0000 0000 8 Asst. Basketball Coaches 1758 1836 1922 2 Wrestling Head Coaches 2170 2274 2383 2 Asst. Wrestling Coaches 1386 1489 1597 2 Baseball Coaches 2021 2119 2213 2 Asst. Baseball Coaches 1386 1489 1597 2 Band Directors 5342 5459 5588 3 Asst. Band Directors 3740 3820 3909 2 Varsity Cheerleader Advisor 1649 1723 1810 2 Asst. Varsity Cheerleader Adv. 1154 1203 1267 2 Volleyball Coaches 2108 2203 2308 2 Asst. Volleyball Coaches 1386 1489 1597 3 Mock Trail Directors 1067 1117 1170 2 Drama Coaches 1067 1117 1170 2 Golf Coaches 1067 1117 1170 2 Softball Coaches 1810 1894 1980 2 Asst. Softball Coaches 1386 1489 1597 4 Head Track Coaches 2021 2119 2213 4 Asst. Track Coaches 1386 1489 1597 4 Tennis Coaches 1067 1117 1170 2 Unified Tennis Coaches 1100 1150 1176 4 Cross Country Coaches 1067 1117 1170 4 Soccer Head Coaches 2108 2203 2308 4 Asst. Soccer Coaches 1386 1489 1597 2 VICA Advisors 1067 1117 1170 1 Co-Wide Student Council Adv. 1067 1117 1170 2 Junior Class Advisor 1067 1117 1170 2 Senior Class Advisor 1067 1117 1170 2 Bowling Coaches 1067 1117 1170 2 Indoor Track Coaches 1067 1117 1170 1 Unified Track SH Coach 1100 1150 1176 Funding will be provided by Special Olympics 1 Aquatics Head Coach $660 $688 $704 1 Aquatics Asst. Coach 440 462 472 2 Bocce Head Coaches 660 688 704 2 Bocce Asst. Coaches 440 462 472 1 Track & Field Coach 660 688 704 Maximum number of positions are shown. Actual number of positions shall be determined on a per season basis; however, under no condition will the total number of positions be fewer than sixty-two (62).
B. Extra duty compensation will be paid in one payment upon completion of activity except for full year activities which will be paid one-half of the amount each semester. Each unit member involved shall be responsible for submitting the proper form.
C. Extra duty assignment forms shall be provided the unit members for the following year and are due within 30 calendar days following the ratification date of the negotiated agreement. Such forms shall include compensation for such activity.
D. All unit members beginning an extra duty or transferring to a different assignment will be placed on the first step.
E. A representative of the Association will serve as an ex-officio member of the School Activities Review/ Evaluation Committee and shall be given two (2) weeks’ notice of regular meetings. A twenty-four hours notice will be given for emergency meetings.
Extra Compensation The Board shall pay no fees, other than described above, to the PA/E unless authorized by the Board as follows:
A. If the scope of the Project or site is changed, the Board and the PA/E shall negotiate a reasonable fee based upon the probable estimated construction cost in changing the scope of the work and the approximate percentage of the estimated construction cost which was used to negotiate this Agreement if, and, as such may be applicable.
B. If the DOE or Board requires the PA/E to make major or costly changes to the Schematic, Preliminary or Construction Document Phase submittals, which changes are not caused by architectural or engineering error or oversight, the PA/E shall be paid to redesign for additional expenses in an amount agreed to by the parties. Under no circumstances will the principals of the PA/E and the principals of his consultants be paid a fee in excess of $125.00 per hour.
Management Compensation As compensation for your services in the management of the offering, we will pay you an amount equal to the management fee specified in the Invitation in respect of the Securities to be purchased by us pursuant to the Purchase Agreement, and we authorize you to charge our account with such amount. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine.
Compensation Benefits Etc During the Employment Period, the Manager shall be compensated as follows:
(a) The Manager shall (i) receive an annual cash base salary, payable not less frequently than semi-monthly, which is not less than the annualized cash base salary payable to Manager as of the Effective Date; (ii) be entitled to at least as favorable annual incentive award opportunity under the Company's annual incentive compensation plan as he did in the calendar year immediately prior to the year in which the Change of Control Event occurs; and (iii) be eligible to participate in all of the Company's long-term incentive compensation plans and programs on terms that are at least as favorable to the Manager as provided to the Manager in the four calendar years prior to the Effective Date.
(b) The Manager shall be entitled to receive fringe benefits, employee benefits, and perquisites (including, but not limited to, vacation, medical, disability, dental, and life insurance benefits) which are at least as favorable to those made generally available as of the Effective Date to all of the Company's salaried managers as a group. In addition, the Manager shall be eligible to participate in the Company's Supplemental Retirement Income Program ("SRIP").
(c) Notwithstanding any other provision of this Agreement (whether in this Section 4, in Section 6, or elsewhere), (i) the Board of Directors may authorize an increase in the amount, duration, and nature of and/or the acceleration of any compensation or benefits payable under this Agreement, as well as waive or reduce the requirements for entitlement thereto and (ii) the Company may deduct from amounts otherwise payable to the Manager such amounts as it reasonably believes it is required to withhold for the payment of federal, state, and local taxes.
Compensation to the Sub-Adviser For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.
Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").
