Long-Term Incentive Clause Samples

Long-Term Incentive. Subject to the sole discretion of the Compensation Committee, Executive shall also be eligible for participation in the Incentive Plan or such other long-term incentive arrangement of Company as may from time to time be made available to other executive officers of Company. Any awards made under the Incentive Plan or such other arrangements shall be governed by Section 5.5 herein. However, shall there be any conflict between this Agreement and the Incentive Plan, this Agreement shall govern.

Long-Term Incentive. Employee shall be entitled to participate in accordance with the terms of the plan in any long-term incentive plan that may from time to time be adopted by the Board of Directors or the Compensation Committee, in its sole discretion; provided that compensation or other benefits provided to Employee under each such long-term incentive plan shall be determined in the same manner as the compensation or other benefits provided under such plans to other senior executive officers of the Company with respect to the same time period.

Long-Term Incentive. You will be eligible to receive long-term incentive awards pursuant to the terms of the ProKidney Corp. 2022 Incentive Equity Plan (the “Incentive Equity Plan”) (or any successor plan thereto). Long-term incentive awards will be granted at the discretion of the Compensation Committee and in accordance with market guidelines for your role as approved by the Compensation Committee.

Long-Term Incentive. Employee is eligible for participation in the Long Term Incentive Plan at a target of fifty percent (50%) target pursuant to the terms of the Long Term Incentive Plan Document which operates at the discretion of Company and its Board of Directors, and is not a guarantee of compensation.

Long-Term Incentive. The Executive shall also be eligible to receive an annual award (the “Equity Bonus”) under the Company’s 2013 Long-Term Incentive Plan, as amended and restated, or any other Company performance-based long-term equity-based incentive program (the “Plan”), in accordance with the terms and conditions of the Plan, that has a target payout of not less than $1,100,000, beginning with the fiscal 2027-2029 awards granted in the August 2026 cycle. The Equity Bonus shall be in a form and subject to terms and conditions, including clawback provisions, determined by the Company and consistent with those of equity awards to comparable senior executives of the Company.

Long-Term Incentive. During the Term, the Company shall cause CEP to make yearly long-term incentive grants to Executive under the Omnibus Incentive Plan; provided, however, that all determinations relating to Executive’s participation, including those relating to the performance goals applicable to Executive and Executive’s level of participation and payout opportunity, shall be made by the Compensation Committee in its sole discretion.

Long-Term Incentive. Executive shall be eligible for equity awards under the Company's equity award plan covering senior executives, as in effect from time to time and as approved in the sole discretion by the Compensation Committee (the “Equity Awards”).

Long-Term Incentive. 5.1 You continue to participate in the Stock Incentive Plan and your Awards under the Stock Incentive Plan are governed by the terms thereof, except that, as an additional term, upon a “Termination for Good Reason” under the Severance Plan following a Change of Control all Replacement Awards shall become fully vested in accordance with Section 6(j)(ix)(B) of the Stock Incentive Plan. 5.2 For each of the next three calendar years (and thereafter if renewed by the Compensation Committee) you will receive an Award under the Stock Incentive Plan, comprising stock options, restricted share units and/or performance share units (or such other type of Award as may be allowed under the Stock Incentive Plan as determined by the Compensation Committee of Venator Materials PLC), having a value on the date of grant of at least the amount of your grant on February 14, 2018. Each Award will vest in such increments over the next three years after the date of each Award as are determined by the Compensation Committee and, except as provided herein, will be subject to the terms of the Stock Incentive Plan and the Award Agreement pursuant to which the Award is made. Capitalised terms used in this clause but not defined in this clause have the meaning given to them in the Stock Incentive Plan. 5.3 In the event that Venator Materials PLC terminates the Stock Incentive Plan during the next three calendar years (or thereafter during any period renewed by the Compensation Committee as described in clause 5.2), you will be entitled thereafter during each year of your employment by the Company or an affiliate during such three calendar years or renewal thereof to receive in lieu of an Award under the Stock Incentive Plan an annual grant of performance units or similar long term incentive compensation, in each case having a grant value of at least the amount of your grant on February 14, 2018, and which will vest in such increments over the next three years after the date of each such annual grant as are determined by the Compensation Committee.

Long-Term Incentive. Stock Option Plan: Each year, the EMPLOYEE will receive stock options with a "value" equal to 50% of his salary; provided, however, that no stock options will be awarded to the EMPLOYEE which would result in the EMPLOYEE holding unexercised stock options which exceed ____ of the issued and outstanding shares of Merchants Bancshares, Inc. The stock value is determined by calculating the "Black-Scholes" value. The exercise price will be determined annually by the CORPORATION'S Board of Directors' Compensation Committee. It is intended that the Committee will set the exercise price slightly above the then current market price for the stock of Merchants Bancshares, Inc. Options are exercisable at any time after two (2) years from their original issue date. The term of the options will expire on the earlier of (a) ten years from the issue date, while EMPLOYEE remains employed by the CORPORATION, or (b) if EMPLOYEE's employment is terminated, then twelve months after termination of employment. If the EMPLOYEE is terminated without just cause or due to his disability, or in the event that any transaction occurs which results in a change of control of the CORPORATION from that existing on the date of this Agreement, the EMPLOYEE may exercise these options immediately upon the occurrence of any such event or at any other time permitted in the preceding sub-paragraph. In the event that there is a split of the stock of Merchants Bancshares, Inc., EMPLOYEE's stock options and option price shall be adjusted accordingly, so as to leave EMPLOYEE in the same relative position as at the time of commencement of this Agreement with regard to the issued and outstanding shares of Merchants Bancshares, Inc., on the date such action is taken. In the event there is a public offering of the stock of Merchants Bancshares, Inc. other than pursuant to a stock option or an employee stock ownership plan, at any time before the options granted hereby have been fully exercised, then the number of shares subject to the options granted herein shall be increased so that the total number of shares purchased and purchasable under these options as increased will bear the same relationship to the fully-diluted capitalization of Merchants Bancshares, Inc. immediately after giving effect to completion of the public offering as the original number of shares purchasable under these option does to the fully-diluted capitalization of Merchants Bancshares, Inc. at the effective date hereof. The purcha...