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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022: (1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein). (2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s). (B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022: (1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply. (2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein). (3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive. (C) In the event that such Voluntary Termination occurs on or after December 31, 2022: (1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply. (2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12). (3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12). (D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20212017, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of $6,150,000 5,400,000 on the date of grant (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. 6750% 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 3350% 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 each 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 ExecutiveExecutive during any such calendar year, 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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
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 20222025, and during the first quarter of each calendar year thereafter, the Target Annual LTIA amount shall be $4,200,0002,100,000. 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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3B) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(Diii) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During the first quarter of calendar year 20212023, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of no less than $6,150,000 5,000,000 (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 each 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 ExecutiveExecutive during any such calendar year, 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).
3. Article 4 of the Agreement is amended by deleting the last sentence of Paragraph (iia) In the event that the Executive experiences thereof and adding a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except Paragraph (i) thereto as follows:
(Ai) In the event that such Voluntary Termination occurs With respect to periods commencing on or and after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to 2024, the Executive in calendar year 2020 or earlierCompensation Committee shall review Executive’s Base Salary, Target Annual Bonus Amount, and Target Annual LTIA (each, a “Target Pay Element”) from time to time and may, in its sole discretion, increase the portion amount of one or more of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period)Target Pay Elements; provided, however, that such continued vesting the amount of each Target Pay Element (at target) shall only apply if not be lowered from the Executive complies with all covenants contained amount then in paragraph 7 of this Agreement for the remainder of the vesting period applicable effect from time to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein)time.
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. Beginning in 2023 and continuing during the Term, the Executive shall be eligible to receive the following annual equity grants, to be granted no later than March 30th of each calendar year during the Term, so long as the Executive is actively employed by the Company as of the date of grant:
(i) During the first quarter of calendar year 2021, an equity award subject to approval by the Board, AGNC shall grant the Executive time-based vesting conditions having a long-term incentive award with an aggregate target fair value of $6,150,000 4,375,000 (the each, an “Target Annual LTIATime-Based Equity Grant”), 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 will 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 periodthree approximately equal installments, with 1/3 of each such portion installment vesting following each of on the respective first, second and third anniversaries anniversary of the grant date, subject to the Executive’s continued employment through the applicable vesting date unless otherwise expressly provided for herein; and
(ii) an equity award subject to performance-based vesting conditions having a target value of $4,375,000 (each, an “Annual Performance-Based Equity Grant”), which award will be earned based on the achievement of objective performance measures to be determined in connection with each Annual Performance-Based Equity Grant by the Compensation Committee, in its sole discretion. Notwithstanding Each Annual Performance- Based Equity Grant may be earned from 0% of target (for performance below threshold levels) up to 150% of target (for performance at or above maximum levels), with any earned portion of an Annual Performance-Based Equity Grant vesting in full following the foregoingconclusion of the applicable performance period upon certification of achievement of the applicable performance metrics by the Compensation Committee, subject to the Target Executive’s continued employment through such date unless otherwise expressly provided for herein. Each Annual LTIA Time-Based Equity Grant and each Annual Performance-Based Equity Grant will be granted pursuant to the Plan (or any successor equity incentive plan of the Company) and shall be subject to the terms and conditions of the Equity Plan (or the applicable successor equity incentive plan of the Company) and the applicable award agreement(s) to be entered into agreement between AGNC the Executive and the Executive, Company (the terms of which shall will not be consistent inconsistent with the terms hereofof this Agreement). In The Annual Time-Based Equity Grant and 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 Performance-Based Equity Grant shall be subject to periodic review on the terms same cycle as applicable to other senior executives of the Company and conditions may, at the discretion of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee), be increased.
(ii) In the event that the Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During the first quarter of calendar year 20212023, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of no less than $6,150,000 2,430,000 (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. 6750% 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 3350% 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 each 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 ExecutiveExecutive during any such calendar year, 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).
3. Article 4 of the Agreement is amended by deleting the last sentence of Paragraph (iia) In the event that the Executive experiences thereof and adding a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except Paragraph (i) thereto as follows:
(Ai) In the event that such Voluntary Termination occurs With respect to periods commencing on or and after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to 2024, the Executive Compensation Committee in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as consultation with the Chief Executive Officer shall review Executive’s Base Salary, Target Annual Bonus Amount, and Chief Investment Officer Target Annual LTIA (each, a “Target Pay Element”) from time to time and may, in its sole discretion, increase the amount of one or more of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period)Target Pay Elements; provided, however, that such continued vesting the amount of each Target Pay Element (at target) shall only apply if not be lowered from the Executive complies with all covenants contained amount then in paragraph 7 of this Agreement for the remainder of the vesting period applicable effect from time to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein)time.
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
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 2,125,000 (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 $8,100,0001,650,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves solely as the Chief Executive Officer and Chief Investment Officer Vice President, Agency Portfolio Investments 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 Vice President and Chief Investment Officer of the Company pursuant to this Agreement (which rate shall be $4,200,0002,600,000). 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 $4,200,0002,600,000. 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 each 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 ExecutiveExecutive during any such calendar year, 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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During the first quarter of calendar year 2021Employment Term, subject the Employee shall be eligible to approval by the Board, AGNC shall grant the Executive a receive equity and other long-term incentive award with an aggregate awards under any applicable plan adopted by the Company, including the LTI Award Program (the “LTI Program”) under the Plan. The target grant date fair value of the Employee’s annual LTI award beginning in 2024 will be $6,150,000 6,500,000 (the “Target Annual LTIALTI”), which amount reflects ) granted in the pro-ration offollowing allocations: (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. 6735% of the Target Annual LTIA award as a time-vesting award in the form of LTIP units under the LTI Program, vesting ratably over three years (one-third per year measured from the “Performancedate of grant), and 65% of the award as a performance-Based Award”) shall vest based upon vesting award, also in the achievement form of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured LTIP units, vesting over a three-year performance period and with an opportunity to earn up to a maximum of 225% of the target number of performance-based LTIP units based on one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion in consultation with the amount Employee; provided, however, that the Board (or a committee thereof) shall not be required to consult with Employee in establishing such performance goals for the performance-vesting LTIP units granted in 2024. In each case the terms and conditions of shares any award shall be governed by one or more award agreements entered into between the Employee and the associated performance targets specified at or before Company consistent with this Agreement and the grant date form of the award. If the Service-Based LTIP Award Agreement and Performance-Based Metrics are exceeded (LTIP Award Agreement attached hereto as Exhibit B and C. For each calendar year of the Employment Term, the Target LTI shall vest on the same terms as annual equity grants made to all other senior executive officers of the Company, as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number Board, and shall be granted in the form of shares underlying LTIP units or, to the Performance-Based Award. The remaining 33% extent permitted by the Compensation Committee of the Target Annual LTIA that does not have Performance-Based Metrics (Board in consultation with the “Time-Based Award”) shall vest over a three-year periodEmployee, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant daterestricted stock units. Notwithstanding the foregoing, the Target Annual LTIA shall be subject all LTI grants to the terms and conditions of Employee shall vest upon 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 Employee’s termination by the Compensation Committee).
(ii) In the event that the Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on Company for no reason or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of for any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period reason other than Cause (as defined thereinin the Company’s Amended and Restated Severance Pay Plan (the “Severance Plan”).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion as modified herein), termination of the 2021 calendar year during which Employee’s employment by the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance Employee with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period Good Reason (as defined thereinin the Severance Plan, as modified herein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period Employee’s death, or Disability (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year Severance Plan), on terms no less favorable than those contained in which the ExecutiveExhibit B and C. The Employee’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, equity and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following for each calendar year during the Executive’s Voluntary Termination Employment Term shall be payable in accordance granted by the Company to the Employee at approximately the same time that annual equity and other long-term incentive awards are granted by the Company to other Company senior executive officers; provided that the annual long-term incentive awards for 2024, which are a material inducement to the Employee entering into this Agreement with the requirements Company, shall be granted on the Effective Date. For purposes of Section 409A.the Employee’s equity and long-term incentive awards, the Employee shall be credited with five additional years of service in connection with the Employee’s eligibility for retirement treatment.
Appears in 1 contract
Samples: Employment Agreement (Macerich Co)
Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20212017, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of $6,150,000 1,800,000 on the date of grant (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. 6750% 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 3350% 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 each 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 ExecutiveExecutive during any such calendar year, 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 During the event that Employment Period, in calendar year 2016, subject to approval by the Board, AGNC shall grant the Executive experiences a Voluntary Terminationlong-term incentive award with a fair market value of $740,424 on the date of grant, which shall vest over a three-year period, with 1/3 of such award vesting following each of the Target Annual LTIA will vest in accordance with first, second and third anniversaries of the grant date. Such award shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) . In the event that such Voluntary Termination occurs on or after December 31AGNC cannot grant the award described in this subparagraph 4(c)(ii), 2022:
(1) All AGNC shall instead provide a cash award to the Executive with an equivalent fair market value and under equivalent vesting terms, which shall be subject to the terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) agreement to be entered into between AGNC and the Executive; providedExecutive (as approved by the Compensation Committee), however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance consistent with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.hereof.
Appears in 1 contract
Long-Term Incentive Awards. (i) During the first quarter of calendar year 20212019, and during the first quarter of each calendar year thereafter, 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 8,100,000 on the date of grant (the “Target Annual LTIA”), which amount reflects the pro. Two-ration of: thirds (i2/3) 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% one-third (1/3) 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 Executive experiences a Voluntary TerminationTermination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In If the event that such Voluntary Termination Executive’s Retirement occurs on or after July 1March 15, 2021 but before January 12021, 2022:
(1) The the Performance-Based Award, as well as the performance-based portion of any long-term incentive awards that had been may be granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case subsequent years that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination Retirement that the Executive was employed prior to such Voluntary Termination Retirement and the denominator of which will equal twelve (12).
(3B) The If the Executive’s Retirement occurs on or after March 15, 2021, the unvested portion of the Time-Based Award, as well as the unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary TerminationRetirement, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination Retirement occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination Retirement that the Executive was employed prior to such Voluntary Termination Retirement and the denominator of which will equal twelve (12).
(DC) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination Retirement shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20212020, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of no less than $6,150,000 [ ]2 on the date of grant (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 each 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 ExecutiveExecutive during any such calendar year, 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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
Appears in 1 contract
Long-Term Incentive Awards. (i) During Beginning in the first quarter of calendar year 20212017, and during the first quarter of each calendar year of the Employment Period thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award award(s) with an aggregate target fair value of $6,150,000 1,400,000 on the date of grant (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. 6750% 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 3350% 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 each 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 ExecutiveExecutive during any such calendar year, 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 During the event that Employment Period, in calendar year 2016, subject to approval by the Board, AGNC shall grant the Executive experiences a Voluntary Terminationlong-term incentive award with a fair market value of $1,073,758 on the date of grant, which shall vest over a three-year period, with 1/3 of such award vesting following each of the Target Annual LTIA will vest in accordance with first, second and third anniversaries of the grant date. Such award shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) . In the event that such Voluntary Termination occurs on or after December 31AGNC cannot grant the award described in this subparagraph 4(c)(ii), 2022:
(1) All AGNC shall instead provide a cash award to the Executive with an equivalent fair market value and under equivalent vesting terms, which shall be subject to the terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) agreement to be entered into between AGNC and the Executive; providedExecutive (as approved by the Compensation Committee), however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance consistent with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.hereof.
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Long-Term Incentive Awards. (i) During As soon as administratively practical following the first quarter Effective Date, Executive shall receive a grant of calendar year 2021, subject restricted stock units with respect to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value number of $6,150,000 (the “Target Annual LTIA”), which amount reflects the pro-ration of: (i) the rate shares 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 common stock of the Company pursuant having a fair market value on the date of grant equal to this Agreement Seven Hundred Thirty-Nine Thousand Five Hundred Nineteen Dollars (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 judgment739,519) (the “Performance-Based MetricsEquity Grant”) 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 Equity Grant shall be subject to the terms and conditions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan and the applicable an award agreement(s) to be entered into agreement between AGNC Executive and the ExecutiveEmployer, which terms shall be consistent include, without limitation, vesting of the Equity Grant in four installments, subject to early termination or forfeiture in accordance with the terms hereof. In of the event that AGNC cannot award agreement, as follows: February 15, 2017 32 % February 15, 2018 26 % February 15, 2019 32 % February 15, 2020 10 % As soon as administratively practical following the Effective Date, Executive shall receive a grant the Target Annual LTIA of restricted stock units with respect to the Executive, AGNC shall instead provide number of shares of the common stock of the Company having a cash award fair market value on the date of grant equal to Two Hundred Thousand Dollars ($200,000) (the Executive with an equivalent fair value and under equivalent vesting terms, which “Sign-On Grant”). The Sign-On Grant shall be subject to the terms and conditions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan and an applicable award agreement to be entered into between AGNC Executive and the Executive (as approved by the Compensation Committee).
(ii) In the event that the Executive experiences a Voluntary TerminationEmployer, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s)which terms shall include, except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1without limitation, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion cliff vesting of the PerformanceSign-Based Award granted to On Grant on the Executive in calendar year 2021 that is attributable to the portion third anniversary of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary TerminationEffective Date, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on early termination or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be forfeiture in accordance with the terms of the award agreement. Executive also shall be eligible to participate in any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority by the Board (an “LTIP Award”). An LTIP Award shall be subject to the terms and conditions of the applicable long-term incentive award program and an award agreement between Executive and Employer. An LTIP Award shall not be based upon performance criteria that would encourage Executive to take any unnecessary and excessive risks that threaten the value of Employer, and Employer expressly discourages Executive from taking such risks. Executive agrees to execute any documents requested by Employer in connection with the grant of the Equity PlanGrant, the Sign-On Grant and any LTIP Award pursuant to this Section 3(d). Notwithstanding the foregoing, with respect to the LTIP Award contemplated to be made in the first calendar quarter of 2017 relating to the period ended December 31, 2016, Executive shall receive an LTIP Award equal in value to at least $300,000, provided Executive is employed by Employer on the date of grant of such LTIP Award. Notwithstanding anything in this AgreementAgreement to contrary, the Hilltop Holdings Inc. 2012 Equity Plan, and/or Incentive Plan and the applicable award agreement(sagreements evidencing the grants provided for in this Section 3(d) to the contrary, any payment for any vested portion of the Target Annual LTIA shall control and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.govern.
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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 3,400,000 (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 $8,100,0002,300,000) to reflect the portion of the 2021 calendar year (six months) during which the Executive serves as the Chief Executive Officer President and Chief Investment Operating 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 President and Chief Executive Chair Officer of the Company pursuant to this Agreement (which rate shall be $4,200,0004,500,000). 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 $4,200,0004,500,000. 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 each 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 ExecutiveExecutive during any such calendar year, 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 Executive experiences a Voluntary Termination, the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows:
(A) In the event that such Voluntary Termination occurs on or after July 1, 2021 but before January 1, 2022:
(1) The performance-based portion of any long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(2) The unvested portion of any time-based long-term incentive awards that had been granted to the Executive in calendar year 2020 or earlier, and the unvested portion of Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Chief Executive Officer and Chief Investment Officer of the Company, in each case that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) governing such award(s).
(B) In the event that such Voluntary Termination occurs on or after January 1, 2022 but before December 31, 2022:
(1) All terms and conditions set forth in subparagraph 4(c)(ii)(A) above shall apply.
(2) The portion of the Performance-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein).
(3) The unvested portion of the Time-Based Award granted to the Executive in calendar year 2021 that is attributable to the portion of the 2021 calendar year during which the Executive served as the Executive Chair shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive.
(C) In the event that such Voluntary Termination occurs on or after December 31, 2022:
(1) All terms and conditions set forth in subparagraphs 4(c)(ii)(A) and (B) above shall apply.
(2) The performance-based portion of any long-term incentive awards that may be granted to the Executive in subsequent years after the 2021 calendar year that are then outstanding, if any, shall become vested on the same terms as though the Executive had remained employed for the remainder of the vesting period applicable to such awards (and subject to actual performance results for the full performance period); provided, however, that such continued vesting shall only apply if the Executive complies with all covenants contained in paragraph 7 of this Agreement for the remainder of the vesting period applicable to such awards notwithstanding any shorter period(s) that may be specified in such paragraph, including, but not limited to, the Non-Competition Period (as defined therein); provided further, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(3) The unvested portion of any time-based long-term incentive awards that may be granted to the Executive in subsequent years following the 2021 calendar year that are then outstanding, if any, shall become vested in full upon such Voluntary Termination, subject to and in accordance with the applicable award agreement(s) to be entered into between AGNC and the Executive; provided, however, that with respect to any long-term incentive award granted to the Executive in the calendar year in which the Executive’s Voluntary Termination occurs, such vesting terms shall only apply to a pro-rated portion of such award in an amount equal to the total award multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of such Voluntary Termination that the Executive was employed prior to such Voluntary Termination and the denominator of which will equal twelve (12).
(D) The time of payment for the Target Annual LTIA shall be in accordance with the terms of the applicable award agreement and the Equity Plan. Notwithstanding anything in this Agreement, the Equity Plan, and/or the applicable award agreement(s) to the contrary, any payment for any vested portion of the Target Annual LTIA and any other long-term incentive awards following the Executive’s Voluntary Termination shall be payable in accordance with the requirements of Section 409A.
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