Common use of Most Highly Compensated Officers Clause in Contracts

Most Highly Compensated Officers. Sub-Recipient shall provide the names and total compensation of the five most highly compensated officers of the Sub- Recipient entity if the following items (1) and (2) apply. If either item (1) or (2) does not apply, the Sub-recipient’s report shall include a statement certifying this. If these items do apply, but there is no change in the most highly compensated individuals or their total compensation, the Sub-recipient’s report shall include a statement certifying this. (1) The Sub-Recipient in its preceding fiscal year received— (a) 80 percent or more of its annual gross revenues in Federal awards; and (b) $25,000,000 or more in annual gross revenues from Federal awards; and (2) The public does not have access to information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 [26 USC § 6104]. ‘‘Total compensation’’ means the cash and non-cash dollar value earned by the executive during the Sub-recipient’s past fiscal year of the following (for more information see 17 CFR 229.402(c) (2)): (i) Salary and bonus. (ii) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R. (iii) Earnings for services under non-equity incentive plans. Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (iv) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (v). Above-market earnings on deferred compensation which are not tax qualified.

Most Highly Compensated Officers. Sub-Recipient Subrecipient shall provide the names and total compensation of the five most highly compensated officers of the Sub- Recipient Subrecipient entity if the following items (1) and (2) apply. If either item (1) or (2) does not apply, the Sub-recipientSubrecipient’s report shall include a statement certifying this. If these items do apply, but there is no change in the most highly compensated individuals or their total compensation, the Sub-recipientSubrecipient’s report shall include a statement certifying this. (1) The Sub-Recipient Subrecipient in its preceding fiscal year received— (a) 80 percent or more of its annual gross revenues in Federal awards; and (b) $25,000,000 or more in annual gross revenues from Federal awards; and (2) The public does not have access to information about the compensation of the senior executives of the entity through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986 [26 USC § 6104]. ‘‘Total compensation’’ means the cash and non-cash dollar value earned by the executive during the Sub-recipientSubrecipient’s past fiscal year of the following (for more information see 17 CFR 229.402(c) (2)): (i) Salary and bonus. (ii) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R. (iii) Earnings for services under non-equity incentive plans. Does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (iv) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. . (v). ) Above-market earnings on deferred compensation which are not tax qualified. (vi). Other compensation. For example, severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property if the value for the executive exceeds $10,000.