Incentive Compensation Awards Clause Samples

Incentive Compensation Awards. The Executive shall be entitled to participate in any equity-based compensation plan (or similar substitute equity incentive plan) of the Employer as determined by the Board in amounts and on terms no less favorable than with respect to any other executive of the Employer.

Incentive Compensation Awards. In addition to any other Awards under the Plan, the Committee may make Incentive Compensation Awards to Employees, based on the achievement of Performance Goals. The Committee may specify, at the time of grant of an Incentive Compensation Award (other than an Option) to a Participant who is then a “Covered Employee” (as that term is defined in Section 162(m)(3) or any successor provision), or may be a Covered Employee as of the end of the tax year in which the Corporation would claim a tax deduction in connection with such Incentive Compensation Award, that all or any portion of such Award is intended to satisfy the requirements for qualified performance-based compensation under Section 162(m). With respect to each Incentive Compensation Award, the Committee shall establish, in writing, that the vesting and/or payment pursuant to the Incentive Compensation Award shall be conditioned on the attainment of specified Performance Goals selected by the Committee for the specified Performance Period. The Committee shall take such action no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which twenty-five percent (25%) of the Performance Period has elapsed and, in any event, at a time when the outcome of the Performance Goals remain substantially uncertain.

Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 300,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”), of which (i) all 300,000 options shall be subject to time-based vesting at a rate of 20% per year, and (ii) 100,000 options, in addition to the time-based vesting set forth above, shall vest only in the event that the Actual EBITDA of the Company for fiscal year 2006 exceeds $22,000,000.

Incentive Compensation Awards. In addition to the RSU grants described in Section 4(d) above, the Executive shall be entitled to participate in any equity-based compensation plan (or similar substitute equity incentive plan) of the Employer, as determined by the Board.

Incentive Compensation Awards. The Executive shall be eligible to participate, in amounts and on terms no less favorable than with respect to any other employee of the Company, in equity-based compensation plans, including option plans, restricted or phantom membership interest plans and other equity incentive plans as shall be determined by the Board from time to time during the Employment Term. It is acknowledged that on the Effective Date, the Company will grant the Executive certain restricted Class B Common Units of the Company, pursuant to that certain Restricted Unit Agreement, by and between the Company and the Executive (the "Restricted Unit Agreement").

Incentive Compensation Awards. (a) With respect to each full or partial fiscal year occurring during the Employment Period, beginning with the fiscal year ending December 31, 2003, ▇▇▇▇▇▇ shall be eligible to receive in addition to the Base Salary an annual incentive compensation award (the "ANNUAL AWARD") for services rendered during such full or partial fiscal year, subject to the terms and conditions of the Employers' annual incentive compensation plan as in effect from time to time. The amount of the Annual Award, if any, with respect to any fiscal year shall be based upon performance targets and award levels determined, in consultation with ▇▇▇▇▇▇, by and in the sole discretion of the Board, the Compensation and Human Resources Committee or such other committee as may be appointed by the Board with such authority, in accordance with the Employers' annual incentive compensation plan as in effect from time to time; provided, however, that for each fiscal year the target award levels with respect to ▇▇▇▇▇▇ shall be established in such a manner as to provide ▇▇▇▇▇▇ with the opportunity to earn an Annual Award of at least 80% of his Base Salary, assuming performance at the target level, and a maximum Annual Award opportunity of 160% of his Base Salary, assuming performance at an extraordinary level in excess of the target level, for such fiscal year (pro rated for any partial fiscal year). (b) With respect to the LTIP, the parties acknowledge and agree that during the Employment Period, ▇▇▇▇▇▇ will participate in each "Performance Cycle" and "Transition Performance Cycle," as such terms are defined in the LTIP, that commences under the LTIP at the award level applicable to the Chief Executive Officer of AWA. Except as otherwise

Incentive Compensation Awards. The Company will pay you: (i) your 2026 annual target incentive compensation (75%) pursuant to the Plan paid in a one-time lump sum payment in January, 2026; and (ii) your 2025 annual target incentive compensation (75%), using the Company financial factor to be approved by the Compensation Committee as applicable to all senior executives and paid in a one-time lump sum payment in March, 2026 (when such compensation awards are administered and paid). For Exhibit 10.1

Incentive Compensation Awards. (a) With respect to each Fiscal Year beginning with the Fiscal Year ending June 30, 1998 during which Executive is employed hereunder, Executive shall be eligible to receive in addition to his Base Salary an annual incentive compensation award (the "Annual Award") for services rendered during such Fiscal Year, subject to the terms and conditions of the Company's annual incentive compensation plan as in effect from time to time. Except as provided below, the amount of the Annual Award, if any, with respect to any Fiscal Year shall be based upon performance targets and award levels determined by the Compensation Committee in its sole discretion, in accordance with the Company's annual incentive compensation plan as in effect from time to time; provided that for each Fiscal Year the target award levels with respect to Executive shall be established in such a manner as to provide Executive with the opportunity to earn an award of at least 100% of his Base Salary for such Fiscal Year, assuming performance at the target level, with a maximum award opportunity of 125% of Base Salary for such Fiscal Year. (b) Notwithstanding the foregoing, with respect to the Fiscal Year ending June 30, 1998, Executive shall receive an Annual Award of not less than $650,000 payable at the same date as annual awards are paid to the senior executives of the Company in accordance with the practices of the Company in effect for such Fiscal Year, unless Executive's employment hereunder shall have been terminated by the Company for Cause prior to such date; provided, that if Executive's employment terminates for any other reason prior to June 30, 1998, such minimum amount shall be reduced by multiplication by a fraction, the numerator of which is the number of days from August 14, 1997 through the date of termination of Executive's employment, and the denominator of which is the number of days from August 14, 1997 through June 30, 1998. (c) In addition to the Annual Awards described above, Executive shall be eligible to receive such additional bonuses as may be awarded by the Compensation Committee in its sole discretion.

Incentive Compensation Awards. The Executive also shall be eligible to participate in such equity-based compensation plans as shall be determined by the Board from time to time during the Employment Term; specifically, it is hereby acknowledged that the Executive will be, concurrently with the closing of the transactions contemplated by the Merger Agreement, granted 400,000 options in Parent, with an exercise price of $1.00 per share, pursuant to a Stock Option Agreement to be entered into by and between Parent and the Executive (the “Option Grant”).