Long-Term Incentive Awards Clause Samples

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 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. 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. 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. Employer further agrees that EXECUTIVE shall be eligible to earn annual long-term incentive (“LTI”) compensation with respect to each fiscal year of Employer that ends during the Term, subject to the terms and conditions as set by Employer in the FCStone Group, Inc. Executive Long Term Incentive Plan in effect for the then current fiscal year. Prior to or within the first 3 months of each fiscal year, the Compensation Committee shall identify the performance and other eligibility criteria by which EXECUTIVE’s LTI award shall be determined for that fiscal year. Employer, in its discretion, shall decide whether the annual LTI will be awarded in the form of a Full-Value Award, such as restricted stock, or in the form of an Appreciation-Only Award, such as stock settled stock appreciation rights, or as a combination of Full-Value Awards and Appreciation-Only Awards. If the annual LTI award is an equity-based award, then the calculation to determine the number of shares underlying the Full-Value Award and/or the Appreciation-Only Award shall be determined by calculating the “fair value” of such award in accordance with Statement of Financial Accounting Standards No. 123R. The LTI award, if any, shall be awarded within 90 days of the end of the fiscal year in which it was earned, and shall vest 25% on each of the first 4 anniversaries of the date of grant. If the LTI award is an Appreciation-Only Award, the exercise price of such award shall be the fair market value of a share of Employer’s common stock on the date of grant. In order to be eligible to receive the LTI award for a given fiscal year, EXECUTIVE must be employed on the last day of the fiscal year in which the LTI award was earned. The parties agree that, with respect to EXECUTIVE, this Sub-paragraphs 4(b and c) replace and supersede any previous long-term or short-term incentive plans, programs or policies of Employer or its affiliates in which EXECUTIVE has been eligible in the past.

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. (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. During the Employment Period, Executive shall be entitled to participate in all long-term equity- and cash-based incentive plans and programs applicable generally to other peer executives of the Company and its Affiliates. For each fiscal year ending during the Employment Period, Executive shall be awarded annual long-term incentive awards (the “Annual LTI Award”) in respect of the common stock of the Company (or the ultimate parent entity of the Company) or cash incentive awards, in each case on the same basis as other peer executives of the Company, at least equal to the target Annual LTI Award opportunity to which Executive was eligible as of immediately prior to the CIC Effective Date. The terms and conditions (including terms and conditions relating to treatment upon a termination of employment and upon a Change in Control) of the awards granted in respect of such Annual LTI Awards shall be no less favorable than those applicable to other peer executives of the Company and its Affiliates.