Incentive Compensation Forfeiture Sample Clauses

Incentive Compensation Forfeiture. In addition to the remedies available to the Company pursuant to Sections 10.6.1 and 10.6.2 above, you agree that in the event the Company is required to file an adverse restatement of earnings and it is determined by the Board or a committee thereof that (a) you were involved, had knowledge of or, by virtue of your position and duties, should have known that the earnings at issue were false or misleading when originally filed, and (b) the false or misleading earnings filed resulted in compensation to executives that otherwise would not have been earned, vested or paid, then the Company shall be entitled to any one or all of the following additional remedies, as provided below, or some lesser amount determined by the Board or a committee thereof in its sole discretion:
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Incentive Compensation Forfeiture. In addition to the injunctive remedies available to the Company pursuant to Section 10.6.1 above, you agree that in the event of the termination of your employment for a “Covered Cause Event” (as defined below, and each a “Forfeiture Event”), the Company shall be entitled to the following additional remedies: (a) your options and any other equity or cash-based awards granted on or after the Effective Date and within one year of the occurrence of the Covered Cause Event shall be subject to the forfeiture and repayment conditions set forth on Annex B to this Agreement and (b) you shall repay to the Company, within sixty (60) days of written demand, all Base Salary and Bonus previously paid to you in respect of a period during which you engaged in the conduct giving rise to the Covered Cause Event. Notwithstanding any of the foregoing, the Board or committee to whom the Board has delegated such matters shall retain sole discretion regarding whether to seek the remedies set forth in this Section 10.6.3 and in Section 10.6.4. For purposes of this Section 10.6.3, (I) a “Covered Cause Event” shall mean any conduct and/or activity falling within Sections 4.1.1 (a), (c), (d) and (e) (other than a breach of Section 8.2 hereof or a non-material breach of Sections 8.1hereof) of the definition of “cause,” (II) the reference to “felony” in 4.1.1 (a) shall be limited solely to any acts or omissions arising in the performance of your duties and responsibilities for, or matters involving the assets or property of, the Company or its affiliates and (III) for purposes of this Section 10.6.3, no act or failure to act will be considered “willful” with respect to “cause” unless it has been done, or omitted to be done, by you in bad faith and without reasonable belief that the action was in the best interests of the Company; provided further that any act, or failure to act, based upon authority or instruction(s) given to you pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, will be conclusively presumed to be done or omitted to be done, by you in good faith and in the best interests of the Company. This Section 10.6.3 and Annex B shall not apply unless the Company gives you written notice of its exercise of its rights under this Section 10.6.3 and Annex B within ninety (90) days of the Board becoming aware of the conduct giving rise to the Covered Cause Event; provided that other than in the case of an ongoing course of cond...
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Incentive Compensation Forfeiture. In addition to the injunctive remedies available to the Company pursuant to Section 10.6.1 above, you agree that in the event of a “Forfeiture Event” (as defined below), your options, any other equity-based awards, and any long-term incentive compensation granted on or after the Original Effective Date, shall be subject to the forfeiture and repayment conditions set forth on Annex B to this
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Related to Incentive Compensation Forfeiture

  • 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.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

  • 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.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Annual Incentive Compensation Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • 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.

  • Incentive Compensation During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s target annual incentive compensation shall be thirty-five percent (35%) of his Base Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • 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.

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