Management Incentive Sample Clauses
A Management Incentive clause establishes a framework for rewarding company management based on the achievement of specific performance targets or milestones. Typically, this clause outlines the criteria for earning bonuses, equity awards, or other forms of compensation, and may specify timelines, performance metrics, and eligibility requirements. By clearly defining how and when management can earn additional compensation, the clause motivates key personnel to align their efforts with the company’s strategic goals and helps retain top talent.
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Management Incentive. Plan On the Closing Date, the Company shall adopt a management incentive plan (the “Management Incentive Plan”), which shall reserve 10%, on a fully diluted basis, of the total shares of common stock outstanding as of the Closing Date (the “MIP Shares”) for distribution to covered employees on terms to be agreed with senior management. The Management Incentive Plan shall supersede any prior management or employee stock compensation plan of the Company in effect on the Closing Date. Senior management shall receive 60% of the MIP Shares on the Closing Date, of which 1/3 shall vest on each of (1) the earlier of (a) the first anniversary of the Closing Date and (b) the date the Company shall have received Alaskan tax credit certificates in a face amount of at least $25 million (the “Tax Credit”), and (2) each anniversary of the Closing Date for the two years thereafter in the form of:
Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under DeVry’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific DeVry-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with DeVry policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of DeVry’s fiscal year in which the MIP Award was earned.
Management Incentive. Plan Management of the Company acceptable to the Majority Second Lien Noteholder Supporting Parties and the CEO shall each receive: (a) Common Shares in an amount to be determined; and (b) a new management incentive plan ((a) and (b) collectively, the “Management Incentive Plan”), in each case, as determined by the Majority Second Lien Noteholder Supporting Parties and the CEO prior to the Effective Date.
Management Incentive. PLAN (MIP) - EMPLOYEE shall be eligible to participate in EMPLOYER's Management Incentive Plan as such plan may be in effect or amended from time to time.
Management Incentive. (a) Unless Incentive Shares have previously been delivered pursuant to Section 2(b) below, immediately prior to the consummation of a Sale Transaction, in consideration of the value ▇▇▇▇▇▇ shall have brought to the business of the Company, the Company shall deliver to ▇▇▇▇▇▇ the Incentive Shares. In the event that at any time following consummation of such Sale Transaction, there shall be any reduction of the purchase price, or the Stockholders or the Company are required to make any indemnification or similar payment in respect of such Sale Transaction, then within five business days of such reduction or indemnification payment, ▇▇▇▇▇▇ shall pay to each of ▇▇▇▇▇ and, if applicable, ▇▇▇▇▇▇▇, such amount as shall be necessary to ensure that the net amount that each Stockholder receives in respect of such Sale Transaction (after giving effect to any such reduction or indemnification payment) is equal to the amount such Stockholder would have received had the Incentive Payment Amount and ▇▇▇▇▇▇’▇ Incentive Shares been calculated based on an Equity Value equal to the original Equity Value less the amount of such reduction or indemnification payment (the “Trued-up Amount”), provided, however, that in no event shall ▇▇▇▇▇▇ be required to pay an aggregate amount that would result in ▇▇▇▇▇▇ receiving less than his Trued-up Amount.
(b) At any time after the earlier to occur of (i) January 1, 2015, and (ii) the date on which ▇▇▇▇▇ and his Affiliates shall have Sold to third parties (other than any employee of Vulcan Inc. or any Subsidiary thereof), in one or more transactions, shares of Common Stock representing more than 50% of the outstanding shares of Common Stock if, after giving effect to the last of such sales, the ▇▇▇▇▇ Ownership Percentage is less than 10% of the initial ▇▇▇▇▇ Ownership Percentage, the Management Stockholders shall be entitled to jointly request a determination of the Equity Value of the Company in accordance with
Management Incentive. (i) Immediately prior to the closing of a Qualified Financing, or (ii) in the event that the Company has already completed an initial public offering, immediately after the day when the valuation of the Company is no less than US$2,472,850,866 based on the closing sales prices of Company’s public traded Shares on the relevant stock exchanges, whichever is earlier, the Company may reserve certain number of additional shares for issuance pursuant to the ESOP (the “New ESOP”) of the Company that accounts for 5% of the share capital of the Company immediately after such reservation on an as converted and fully diluted basis and the Investors shall vote in favor of the adoption of the New ESOP when any of the abovementioned condition has been satisfied.
(b) The grant of options under the New ESOP shall be approved by the Board (including the approval of at least one half (1/2) of the Key Investors’ Directors) or approved by a mechanism stipulated by applicable Laws, regulations and rules in the event that the Company has completed an initial public offering. Subject to aforementioned approval requirements, the Company may grant a certain number of options under the New ESOP to the Founder.
Management Incentive. A sworn employee who has attained the POST Management Certificate is eligible for a sixteen percent (16%) increase in base salary.
Management Incentive. On the Effective Date, a new long-term stock incentive program (the "TMAR LTIP") will be approved and implemented. The TMAR LTIP will provide options to purchase up to 7.5% of the New TMAR Stock, on a fully diluted basis. The options shall be granted in accordance with the allocations set forth on Exhibit A, attached hereto, and incorporated herein by reference, and shall be subject to the vesting schedule also set forth on Exhibit A. All options will be exercisable for a period of seven years after issuance. The per share exercise price of all options granted at the Effective Date will be the per share value of the New TMAR Stock at the Effective Date.
Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual payment under Adtalem’s annual Management Incentive Plan (MIP), as in effect from time to time, upon the achievement of specific Adtalem-wide and personal performance goals that will be determined each fiscal year by the CEO and/or the Compensation Committee as necessary and appropriate to comply with Adtalem policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Executive’s MIP Award is targeted at 60% of Base Salary with a potential maximum of 200% of this target. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of ▇▇▇▇▇▇▇’s fiscal year in which the MIP Award was earned.
Management Incentive. Plan After the Plan Effective Date, the New Board will implement a management incentive plan of up to 10% of the fully-diluted New Equity Interests (the “MIP”). All grants under the MIP shall be determined at the sole discretion of the New Board, including with respect to the participants, allocation, timing, and the form and structure of the options, warrants, and/or equity compensation to be provided thereunder. Releases and Exculpation The Plan shall include, to the fullest extent permitted by law, customary exculpations in and mutual releases between and among the (i) Company Parties (and, inter alia, their officers, directors, equity holders, employees, estate fiduciaries, and advisors to the same) and Reorganized Debtors, and (ii) the Consenting Term Lenders, Term Loan Agent, Term Loan Agent Advisors, Ad Hoc Group Advisors, DIP Term Lenders, DIP Term Loan Agent, DIP ABL Agent, DIP ABL Lenders, DIP Backstop Parties, Fronting Bank, Exit Term Lenders, Exit Facilities Agents, all other the Consenting Stakeholders to the extent not included in the foregoing inter alia, their Related Parties (as defined in the Plan) officers, directors, equity holders, employees of the foregoing Persons, any other parties to the Transaction Support Agreement, and each of the foregoing’s respective related parties (collectively, the “Releases”). Executory Contracts and Unexpired Leases The Plan will provide that the Debtors’ executory contracts (including the Transaction Support Agreement) and unexpired leases that are not rejected as of the Plan Effective Date (if any such contracts or leases are rejected either pursuant to the Plan or a separate motion) shall be deemed assumed and amended (as necessary to implement the terms of the Transactions) pursuant to section 365 of the Bankruptcy Code. Any rejection damages Claims for executory contracts or unexpired leases that the Debtors elect, with the consent of the Required Consenting Term Lenders (not to be unreasonably withheld), to reject shall be paid in full on the Plan Effective Date; provided, that such Claim is not a Subordinated Claim, in which case such Claim shall be treated as a Subordinated Claim pursuant to the terms of the Plan. Indemnification of Pre-Transaction Equity Holders, Directors, Officers, Managers, et al. All indemnification obligations in place as of the TSA Effective Date (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational ...