Compensation Committee and Incentive Compensation Plan Sample Clauses

Compensation Committee and Incentive Compensation Plan. The Company has established a compensation committee of the Board of Directors (the “Compensation Committee”) to implement salary and equity guidelines for the Company, as well as to approve compensation packages, severance agreements, employees’ stock options plan and employment agreements with respect to any senior manager, any other employee with the title of “vice president” or higher and any other employees with responsibilities similar to any of the foregoing. The size, composition and decision-making mechanism of the Compensation Committee shall be determined by the Board of Directors subject to the following requirements: (a) the Preference D Majority shall be entitled to nominate one (1) member to the Compensation Committee, (b) holders of at least fifty-one percent (51%) of the outstanding Preference C Shares shall be entitled to nominate one (1) member to the Compensation Committee; (c) the Preference B Majority shall be entitled to nominate one (1) member to the Compensation Committee; (d) the Preference A Majority shall be entitled to nominate one (1) member to the Compensation Committee; and (e) the Compensation Committee shall not adopt any resolution or make any determination without the approval or consent of the members nominated by the Investors in accordance subsections (a), (b), (c) and (d) above of this Section 2.8. For the avoidance of doubt, the Rakuten Observer (as defined in the Voting Agreement) shall be entitled to attend all meetings of the Compensation Committee and receive copies of all notices, minutes, consents and other materials that the committee provides to its members pursuant to Section 1.5 of the Voting Agreement. The grant of options under the Company’s incentive compensation plan, including the Plan, after the date hereof shall be approved by the Board of Directors of the Company or by the Compensation Committee, with one director or committee member appointed by holders of Preference D Majority, one director or committee member appointed by holders of at least fifty-one percent (51%) of Preference C Shares, one director or committee member appointed by the Preference B Majority and one director or committee member appointed by the Preference A Majority voting in favor of the resolution approving the grant.
Sample 1
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Related to Compensation Committee and Incentive Compensation Plan

  • Incentive Compensation Plans The occurrence of any of the following: (i) a material reduction by the Corporation in the Executive’s (A) annual incentive compensation target or maximum opportunity, or (B) long-term incentive compensation target or maximum opportunity (measured based on grant date fair value of any equity-based awards), in each case, as in effect immediately prior to the Change in Control, or (ii) a change in the performance conditions, vesting, or other material terms and conditions applicable to annual and/or long-term incentive compensation awards granted to Executive after the Change in Control which would have the effect of materially reducing the Executive’s aggregate potential incentive compensation from the level in effect immediately prior to the Change in Control; or

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Cash and Incentive Compensation For clarification, it is understood by all parties that other than as specified herein, the Company is not obligated to award any future grants of stock options or other form of equity compensation to Executive during Executive's employment with the Company.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

  • Annual Incentive Compensation (a) The Executive shall be eligible to receive annual bonus compensation, if any, as may be determined by, and based on performance measures established by, the Board of Directors upon the recommendation of the Compensation Committee of the Board of Directors (the “Committee”) consistent with the Employer’s strategic planning process and in consultation with the Executive, pursuant to any incentive compensation program as may be adopted from time to time by the Board of Directors, based on recommendations by the Committee (an “Annual Bonus”).

  • Equity Incentive Compensation During the term of employment hereunder the Executive shall be eligible to participate, in an appropriate manner relative to other senior executives of the Parent and its subsidiaries, in any equity-based incentive compensation plan or program approved by the Board from time to time, including (but not by way of limitation) any plan providing for the granting of (a) options to purchase stock of the Parent, (b) restricted stock of the Parent or (c) similar equity-based units or interests.

  • Bonuses and Incentive Compensation During the Employment Term, the Executive shall have opportunities for bonuses and shall have opportunities for incentive compensation comparable to those provided to other senior executives of the Company and shall be eligible to participate in all bonus and incentive compensation plans made available by the Company, from time to time, for its senior executives.

  • Cash Incentive Compensation During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual cash incentive compensation shall be 40 percent of the Executive’s Base Salary. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid.

  • Executive Compensation Plans Executive shall be entitled during the Term to participate, without discrimination or duplication, in executive compensation plans and programs intended for general participation by senior executives of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation any stock option plans, plans under which restricted stock/restricted stock units, performance-based restricted stock/restricted stock units or performance-accelerated restricted stock/restricted stock units (collectively, “stock plans”) may be awarded, other annual and long-term cash and/or equity incentive plans, and deferred compensation plans. The Bank makes no commitment under this Section 5(a) to provide participation opportunities to Executive in all plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

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