Long-Term Incentive Awards. The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.
Long-Term Incentive Awards. During the Term, upon the recommendation of the CEO, the Board (or any designated committee of the Board comprised solely of independent directors) will consider, in its sole discretion, long term incentive awards to the Executive pursuant to the Company’s equity incentive plans.
Long-Term Incentive Awards. The Executive shall be eligible to participate in the Company’s long-term incentive plan on terms commensurate with his position and duties, as determined by the Compensation Committee in its discretion. Program design, including but not limited to performance measures and weighting shall be determined by the Compensation Committee in its discretion. Commencing with the Effective Date of the initial Term of Employment, the Compensation Committee will consider setting the Executive’s target annual long-term incentive award opportunity equal to sixty percent (60%) of the Executive’s Base Salary.
Long-Term Incentive Awards. During the Employment Period, Employee shall be entitled to receive annual long-term incentive awards on terms consistent with Employee’s position and other similarly situated executives of Employer.
Long-Term Incentive Awards. The Employee shall be eligible to participate in any long term incentive plan that may be available to similarly positioned executives. The Board may determine to xxxxx xxxx-term incentive awards in cash or in equity awards settled in shares of the Employer’s stock, including but not limited to stock options, restricted stock and performance shares. In the event the Employee terminates service due to being a Good Leaver, any requirements under a long-term incentive award held by the Employee shall be deemed to have been satisfied by the Employer immediately prior to such termination. A “Good Leaver” means that, during the Term, either the Employee has resigned for Good Reason (as defined in Section 4(e) below), the Employer has terminated the Employee’s employment without Cause (as defined in Section 4(d) below or the Employee terminates employment on account of death or Disability (as defined in Section 4(b) below). For avoidance of doubt, being a Good Leaver entitles the Employee to be fully vested with respect to any stock options with vesting conditions based solely on continued employment, and to be entitled to payment with respect to any long-term incentive award subject to corporate or business goals to the extent that such goals are met during the performance period on the same basis as if he had remained continuously employed with the Employer.
Long-Term Incentive Awards. During Executive’s employment with the Company, Executive shall be eligible to receive long term equity incentive compensation awards (which may consist of restricted stock, stock options, stock appreciation rights, or other types of equity or cash bonus awards, including equity awards denominated in or relating to shares of NRF common stock or equity of any other NSAM Managed Company (as defined below), as determined by the Compensation Committee in its discretion) pursuant to the Company’s equity incentive compensation plans and programs in effect from time to time, including, without limitation, the Bonus Plan. These awards shall be granted in the discretion of the Board and shall include such terms and conditions (including performance objectives) as the Board deems appropriate.
Long-Term Incentive Awards. During the Term, Executive shall be eligible to receive long-term incentive awards at the sole discretion of the Board. It is contemplated that such awards will take into account financial, operating, and other results achieved as well as future long-term performance goals. Such awards may be in the form of options, restricted shares which vest over time or upon satisfaction of performance metrics, SARs, stock grants, or any other form of long-term compensation, as determined by the Board in its sole discretion.
Long-Term Incentive Awards. (i) During the first quarter of calendar year 2021, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $6,150,000 (the “Target Annual LTIA”), which amount reflects the pro-ration of: (i) the rate of the Target Annual LTIA pursuant to the Prior Agreement (which rate is $8,100,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves as the Chief Executive Officer and Chief Investment Officer of the Company, and (ii) the rate of the Target Annual LTIA for the remaining portion of the 2021 calendar year (six months) during which the Executive serves as the Executive Chair of the Company pursuant to this Agreement (which rate shall be $4,200,000). During the first quarter of calendar year 2022, and during the first quarter of each calendar year thereafter, the Target Annual LTIA amount shall be $4,200,000. 67% of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining 33% of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee).
(ii) In the event that the E...
Long-Term Incentive Awards. (i) Executive shall be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position, awards granted to other senior executives of the Company and competitive compensation data. The Executive’s target for participating in the Company’s plan shall be 120% of Base Salary.
(ii) All long-term incentive awards to Executive shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Plan.
Long-Term Incentive Awards. (i) As soon as practicable (but no later than sixty (60) days) following the Effective Date (the “Date of Grant”), the Board shall establish a Long Term Incentive Plan (such plan, or any successor plan, the “LTIP”) and grant to Employee thereunder: (i) an award of restricted stock units (the “RSUs”) and (ii) an award of performance stock units (the “PSUs,” and collectively with the RSUs, the “Emergence Grant”). The Emergence Grant will be made with respect to a number of shares of Company common stock having a value, based on the equity value implied by the Company’s plan enterprise value determined as of the effective date of its Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code, as determined by the Board in good faith, equal to $6,600,000. The Emergence Grant will be allocated between RSUs and PSUs on a basis determined by the Board. The RSUs shall generally vest in one-third increments on each of the first three (3) anniversaries of the Date of Grant, provided Employee remains continuously employed by the Company or an affiliate of the Company through each such vesting date. The PSUs shall vest on the third (3rd) anniversary of the Date of Grant, subject to Employee’s continuous employment and the achievement of the performance metrics determined by the Board and set forth in the applicable grant agreements.
(ii) Provided that Employee is employed by the Company on the applicable date of grant, Employee shall be eligible to receive an annual grant under the LTIP with a grant date target value not less than 400% of Employee’s Base Salary as in effect on the applicable date of grant of such award on such terms and conditions as the Board and the Compensation Committee shall determine from time to time. All awards granted to Employee under the LTIP shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. For the avoidance of doubt, after the receipt of the Emergence Grant, Employee shall not receive any additional annual grants in the calendar years of 2023, 2024 or 2025. Employee will resume receipt of annual grants under the LTIP in the normal course in calendar year 2026.
