Retention Incentive Awards Sample Clauses

Retention Incentive Awards. The board of directors of the Purchaser has approved the post-Closing award of retention equity incentives to certain of the Key Employees and Other Key Employees which shall be awarded to the foregoing in the sole and absolute discretion of the Purchaser. No further action of the board of directors of the Purchaser shall be required to approve or authorize the foregoing awards.
Sample 1
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Retention Incentive Awards. (a) The Purchaser has approved the post-Closing award of retention equity incentives to certain of the Key Employees which shall be awarded to the foregoing in the sole and absolute discretion of the Purchaser. No further action of the board of directors of the Purchaser shall be required to approve or authorize the foregoing awards. (b) On the first Business Day following each date after the Closing that the payment to any employee of the Company of any Employee Retention Award becomes due and owing under, and in accordance with, the terms of such employee’s Employee Retention Award Agreement, Sellers’ Representative and Purchaser shall deliver joint written instructions to the Escrow Agent as is necessary to cause the amount of such Employee Retention Award payment to be paid to the Company for further payment to such employee, subject to any withholding required by applicable Law. Purchaser shall cause the Company to (i) pay the Employee Retention Awards through payroll in an amount in cash, less applicable Tax withholding, to such employees on the payment schedule set forth in such employee’s Employee Retention Award Agreement, and (ii) to remit the applicable Tax withholding to the appropriate Tax authorities. The amounts due following the Closing to each employee of the Company who has entered into an Employee Retention Award Agreement are set forth opposite such each employee’s name on Schedule 5.15. The Purchaser shall be responsible for providing the Company with funding for the employer portion of any applicable Taxes. Until such time as the Retention Escrow Account has been fully distributed, the Company shall keep Sellers’ Representative informed regarding the employment status of each employee who is eligible to receive an Employee Retention Award, including whether such individual has been terminated and, if so terminated, the date of termination and any portion of the Employee Retention Award that has been forfeited in accordance with his or her respective Employee Retention Award Agreement. If an employee forfeits all or any portion of his or her Employee Retention Award, Purchaser shall, within five (5) Business Days after the end of each calendar quarter in which an employee forfeits any portion of an Employee Retention Award, deliver to the Escrow Agent and the Sellers’ Representative joint instructions duly signed by the Purchaser directing that such forfeited amount shall be paid to the Sellers, on a pro rata basis, based on the Seller...
Sample 1

Related to Retention Incentive Awards

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "XXX") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the XXX and Earnings Growth was calculated times the Incentive Award Percentage.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Incentive Bonuses After the Company attains profitability, the Employee shall be eligible to be considered for an annual incentive bonus. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the Board or its Compensation Committee. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding. Except as expressly provided in this Agreement, the Employee shall not be entitled to an incentive bonus if he is not employed by the Company on the date when such bonus is payable.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Incentive Bonus Plan Employee shall be eligible for a bonus opportunity of up to 65% of his annual base salary in accordance with the Company’s Incentive Bonus Plan as modified from time to time, payable in cash and/or equity of the Company (at the Company’s discretion). The bonus payment and the Company’s targeted performance shall be determined and approved by the Board or the compensation committee thereof.

  • Performance Bonuses The Executive will be eligible to receive an annual cash bonus at an annualized rate of up to 40% of his base salary, based on the achievement of reasonable individual and Company performance targets to be established by the Company and Parent.

  • Incentive Bonus During the Term, Employee shall be eligible to receive an incentive bonus up to the amount, based upon the criteria, and payable in such amount, at such times as are specified in Exhibit A attached hereto. The manner of payment, and form of consideration, if any, shall be determined by the Compensation Committee of the Board, in its sole and absolute discretion, and such determination shall be binding and final. To the extent that such bonus is to be determined in light of financial performance during a specified fiscal period and this Agreement commences on a date after the start of such fiscal period, any bonus payable in respect of such fiscal period's results may be prorated. In addition, if the period of Employee's employment hereunder expires before the end of a fiscal period, and if Employee is eligible to receive a bonus at such time (such eligibility being subject to the restrictions set forth in Section 6 below), any bonus payable in respect of such fiscal period's results may be prorated.

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