Incentive Compensation Awards. The Executive shall be eligible to participate in equity-based compensation plans, including option plans, restricted or phantom membership interest plans and other equity incentive plans as shall be determined by the Board from time to time during the Employment Term. It is acknowledged that on the Effective Date the Executive shall have the option to purchase Class A Common Units on the same terms and at the same price as the Buyers and Xxxxxxx X. Xxxxxxx and to receive awards of Class B Common Units.
Incentive Compensation Awards. The Executive shall be entitled to participate in any equity-based compensation plan (or similar substitute equity incentive plan) of the Employer as determined by the Board in amounts and on terms no less favorable than with respect to any other executive of the Employer.
Incentive Compensation Awards. In addition to any other Awards under the Plan, the Committee may make Incentive Compensation Awards to Employees, based on the achievement of Performance Goals. The Committee may specify, at the time of grant of an Incentive Compensation Award (other than an Option) to a Participant who is then a “Covered Employee” (as that term is defined in Section 162(m)(3) or any successor provision), or may be a Covered Employee as of the end of the tax year in which the Corporation would claim a tax deduction in connection with such Incentive Compensation Award, that all or any portion of such Award is intended to satisfy the requirements for qualified performance-based compensation under Section 162(m). With respect to each Incentive Compensation Award, the Committee shall establish, in writing, that the vesting and/or payment pursuant to the Incentive Compensation Award shall be conditioned on the attainment of specified Performance Goals selected by the Committee for the specified Performance Period. The Committee shall take such action no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which twenty-five percent (25%) of the Performance Period has elapsed and, in any event, at a time when the outcome of the Performance Goals remain substantially uncertain.
Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 300,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”), of which (i) all 300,000 options shall be subject to time-based vesting at a rate of 20% per year, and (ii) 100,000 options, in addition to the time-based vesting set forth above, shall vest only in the event that the Actual EBITDA of the Company for fiscal year 2006 exceeds $22,000,000.
Incentive Compensation Awards. The Executive shall be eligible to participate, in amounts and on terms no less favorable than with respect to any other employee of the Company, in equity-based compensation plans, including option plans, restricted or phantom membership interest plans and other equity incentive plans as shall be determined by the Board from time to time during the Employment Term. It is acknowledged that on the Effective Date, the Company will grant the Executive certain restricted Class B Common Units of the Company, pursuant to that certain Restricted Unit Agreement, by and between the Company and the Executive (the "Restricted Unit Agreement").
Incentive Compensation Awards. In addition to the RSU grants described in Section 4(d) above, the Executive shall be entitled to participate in any equity-based compensation plan (or similar substitute equity incentive plan) of the Employer, as determined by the Board.
Incentive Compensation Awards. (a) With respect to each Fiscal Year beginning with the Fiscal Year ending December 31, 2002 during which Executive is employed hereunder, Executive shall be eligible to receive in addition to his Base Salary an annual incentive compensation award (the "Annual Award") for services rendered during such Fiscal Year, subject to the terms and conditions of the Company's annual incentive compensation plan as in effect from time to time. The amount of the Annual Award, if any, with respect to any Fiscal Year shall be based upon performance targets and award levels determined by the Compensation Committee in its sole discretion, in accordance with the Company's annual incentive compensation plan as in effect from time to time; provided that for each Fiscal Year ending after December 31, 2002 the award levels with respect to Executive shall be established in such a manner as to provide Executive with the opportunity to earn an award of at least 150% of his Base Salary for such Fiscal Year, assuming performance at a target level, with a maximum award opportunity of 300% of Base Salary for such Fiscal Year; provided, further, however that the Annual Award shall in no event exceed the applicable award limit under the governing shareholder approved incentive compensation plan.
(b) In addition to the Annual Awards described above, Executive shall be eligible to receive such additional bonuses as may be awarded by the Compensation Committee in its sole discretion.
Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 400,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”).
Incentive Compensation Awards. (a) With respect to each Fiscal Year beginning with the Fiscal Year ending December 30, 2000 during which Executive is employed hereunder, Executive shall be eligible to receive in addition to Executive's Base Salary an annual incentive compensation award (the "Annual Award") for services rendered during such Fiscal Year, subject to the terms and conditions of the Company's annual Executive Incentive Award Plan as in effect from time to time. Except as provided below, the amount of the Annual Award, if any, with respect to any Fiscal Year shall be based upon performance targets and award levels determined by the Committee in its sole discretion, in accordance with the Company's annual Executive Incentive Award Plan as in effect from time to time. The Executive shall be eligible for a target bonus opportunity of 100% of Base Salary (the "Target Bonus Opportunity"), and a maximum bonus opportunity of 200% of Base Salary. For the Company's fiscal year ended December 30, 2000, the Executive shall receive an Annual Award of not less than 100% of Executive's Base Salary earned during such fiscal year, which shall be payable in accordance with the Company's practices.
(b) In addition to the Annual Awards described above, Executive shall be eligible to receive such additional bonuses as may be awarded by the Committee in its sole discretion.
Incentive Compensation Awards. (a) With respect to each full or partial fiscal year occurring during the Employment Period, beginning with the fiscal year ending December 31, 2007, Pxxxxx shall be eligible to receive in addition to the Base Salary an annual incentive compensation award (the “ANNUAL AWARD”) for services rendered during such full or partial fiscal year, subject to the terms and conditions of the Employers’ annual incentive compensation plan as in effect from time to time. The amount of the Annual Award, if any, with respect to any fiscal year shall be based upon performance targets and award levels determined, in consultation with Pxxxxx, by and in the sole discretion of the Board, the Compensation and Human Resources Committee or such other committee as may be appointed by the Board with such authority, in accordance with the Employers’ annual incentive compensation plan as in effect from time to time; provided, however, that for each fiscal year the target award levels with respect to Pxxxxx shall be established in such a manner as to provide Pxxxxx with the opportunity to earn an Annual Award of at least 80% of his Base Salary, assuming performance at the target level, and a maximum Annual Award opportunity of 160% of his Base Salary, assuming performance at an extraordinary level in excess of the target level, for such fiscal year (pro rated for any partial fiscal year). Annual Awards shall be paid in, and on or before March 15th, of the calendar year following the calendar year to which the Annual Award relates, unless otherwise deferred in accordance with the terms of the Employers’ deferred compensation plans.
(b) With respect to the LTIP, the parties acknowledge and agree that during the Employment Period, Pxxxxx will participate in each “Performance Cycle” and “Transition Performance Cycle,” as such terms are defined in the LTIP, that commences under the LTIP at the award level applicable to the Chief Executive Officer of Group or Airways, as applicable. Except as otherwise expressly set forth in this Agreement, the terms of Pxxxxx’x awards under the LTIP will be governed in accordance with the terms of the LTIP, as in effect from time to time.
