Xxxxxx Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Xxxxxx Oil ESPP Sample Clauses

Xxxxxx Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Xxxxxx Oil ESPP. (a) In connection with the Distribution, Xxxxxx Oil shall retain the Xxxxxx Oil Equity-Based Plans and shall cause such actions to be taken under such Plans as are necessary or appropriate to reflect the Distribution as provided in this Section 3.04 (a) and (b). (i) In connection with the Distribution and effective as of the Distribution Date, all outstanding vested options to purchase shares of Xxxxxx Oil Common Stock, whether held by a current or a former Xxxxxx Oil Employee, a current or a former Xxxxxx USA Employee or a current or former non-employee director of Xxxxxx Oil will be adjusted pursuant to the terms of the applicable Xxxxxx Oil Equity-Based Plan and Applicable Law to preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Xxxxxx Oil Common Stock on the Distribution Date. Such adjusted options held by Xxxxxx USA Employees will be exercisable until the earlier of two years from the Distribution Date or the stated expiration date of the grant. (ii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested options to purchase Xxxxxx Oil Common Stock which are held by Xxxxxx Oil Employees will be adjusted as described in Section 3.04 (a)(i). Xxxxxx USA will replace any outstanding unvested options to purchase shares of Xxxxxx Oil Common Stock which are held by Xxxxxx USA Employees Immediately after the Distribution Date with long-term incentive awards of generally equivalent value under one or more long-term incentive plans to be adopted by Xxxxxx USA. (iii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested stock appreciation rights related to Xxxxxx Oil Common Stock which are held by Xxxxxx Oil Employees will be adjusted as described in Section 3.04 (a)(i). Xxxxxx USA will replace any outstanding unvested stock appreciation rights related to Xxxxxx Oil Common Stock which are held by Xxxxxx USA Employees Immediately after the Distribution Date with long-term incentive awards of generally equivalent value under one or more long-term incentive plans to be adopted by Xxxxxx USA. (iv) In connection with Distribution and effective as of the Distribution Date, similar adjustments as provided in Section 3.04(a)(i) will be made to the Xxxxxx Oil non-employee director restricted stock unit awards. (v) In connection with Distribution and effective as of the Distribution Date, phantom stock u...
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Related to Xxxxxx Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Xxxxxx Oil ESPP

  • Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

  • 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.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • 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.

  • 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.

  • 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.

  • Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

  • Performance Bonus The Executive shall be eligible to receive an annual performance bonus, payable within sixty (60) days after the end of the fiscal year of the Employer, in an amount not to exceed twenty-five percent (25%) of the Executive's Base Salary for the applicable year. The amount, if any, shall be determined by the Board, or the appropriate committee thereof, and shall generally be based on a combination of organization-wide and individual performance criteria.

  • 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.

  • Cash Bonus Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365); and

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