Long-Term Incentive Awards Clause Samples

Long-Term Incentive Awards. The Executive shall be eligible to participate in the Company’s long-term incentive plan on terms commensurate with his position and duties, as determined by the Compensation Committee in its discretion. Program design, including but not limited to performance measures and weighting shall be determined by the Compensation Committee in its discretion. Commencing with the Effective Date of the initial Term of Employment, the Compensation Committee will consider setting the Executive’s target annual long-term incentive award opportunity equal to sixty percent (60%) of the Executive’s Base Salary.

Long-Term Incentive Awards. During the Term, upon the recommendation of the CEO, the Board (or any designated committee of the Board comprised solely of independent directors) will consider, in its sole discretion, long term incentive awards to the Executive pursuant to the Company’s equity incentive plans.

Long-Term Incentive Awards. Employee will be eligible to receive long-term incentive awards for each fiscal year occurring during the Employment Term, in amounts and subject to the terms and conditions, which may include performance-based criteria, as determined by the Committee in its sole discretion.

Long-Term Incentive Awards. (i) Executive shall be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position, awards granted to other senior executives of the Company and competitive compensation data. The Executive’s target for participating in the Company’s plan shall be 120% of Base Salary. (ii) All long-term incentive awards to Executive shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Plan.

Long-Term Incentive Awards. (a) Executive shall be granted in Fiscal Year 2005 a long-term incentive award with an aggregate target value of $4,500,000.00 (the “Incentive Award”). $1,800,000.00 of the Incentive Award shall be granted in the form of a target award in that amount pursuant to the terms of the Company’s 1997 Long-Term Incentive Plan (the “LTIP”) for the “Performance Period” (as defined in the LTIP) commencing on January 1, 2005 and ending on December 31, 2007. $450,000.00 of the Incentive Award shall be granted in the form of a long-term incentive award (not under the LTIP) with a target award of that amount, which shall be earned and payable on terms and conditions identical to those of the LTIP award described in the preceding sentence. Payment, if any, with respect to each of the awards described in the preceding two sentences shall be made on or before March 30, 2008 in the form of cash, unrestricted shares of the Company’s common stock, $1.00 par value per share (“Shares”), or a combination of cash and Shares as determined by the Compensation Committee upon the attainment of the applicable “Performance Measures” (as defined in the LTIP) for such Performance Period. The other $2,250,000.00 of the Incentive Award shall be in the form of a nonqualified stock option grant made during the first quarter of Fiscal Year 2005 pursuant to the Company’s 2003 Equity Incentive Plan, to purchase such number of Shares as shall be determined by the Committee as necessary for such stock option grant to have a value of $2,250,000.00, determined in a manner consistent with the valuation methodology followed for other senior executives of the Company. The stock option grant shall have such vesting, forfeiture and other terms as are applicable to stock options granted to other senior executives of the Company. (b) Executive shall also participate in the LTIP for the Performance Period commencing on January 1, 2003 and ending on December 31, 2005, and for the Performance Period commencing on January 1, 2004 and ending on December 31, 2006, with a target award for each such Performance Period of $1,800,000.00, and with such participation being deemed to have commenced on January 1, 2003 and January 1, 2004, respectively. In addition, Executive shall be eligible for an additional long-term incentive award (not under the LTIP) in respect of each such Performance Period, which shall have a target award of $700,000.00 and which shall be earned and payable on terms and conditions identical to ...

Long-Term Incentive Awards. (i) During the first quarter of calendar year 2019, and during the first quarter of each calendar year thereafter, subject to approval by the Board, AGNC shall grant the Executive a long-term incentive award with an aggregate target fair value of $8,100,000 on the date of grant (the “Target Annual LTIA”). Two-thirds (2/3) of the Target Annual LTIA (the “Performance-Based Award”) shall vest based upon the achievement of certain specified performance metrics (as determined by the Compensation Committee in its reasonable judgment) (the “Performance-Based Metrics”) measured over a three-year performance period with the amount of shares and the associated performance targets specified at or before the grant date of the award. If the Performance-Based Metrics are exceeded (as determined by the Compensation Committee in its reasonable judgment), the Executive may earn up to 200% of the target number of shares underlying the Performance-Based Award. The remaining one-third (1/3) of the Target Annual LTIA that does not have Performance-Based Metrics (the “Time-Based Award”) shall vest over a three-year period, with 1/3 of such portion vesting following each of the first, second and third anniversaries of the grant date. Notwithstanding the foregoing, the Target Annual LTIA shall be subject to the terms and conditions of the Equity Plan and the applicable award agreement(s) to be entered into between AGNC and the Executive, which shall be consistent with the terms hereof. In the event that AGNC cannot grant the Target Annual LTIA to the Executive, AGNC shall instead provide a cash award to the Executive with an equivalent fair value and under equivalent vesting terms, which shall be subject to the terms and conditions of an applicable award agreement to be entered into between AGNC and the Executive (as approved by the Compensation Committee). (ii) In the event that the Executive experiences a Voluntary Termination by reason of the Executive’s retirement pursuant to a succession plan approved by the Compensation Committee (which may include the Executive’s provision of continued services to the Company, either as a member of the Board, a consultant to the Company, or in some other capacity in which Executive provides transition or succession planning services to the Company) (such termination, the Executive’s “Retirement”), the Target Annual LTIA will vest in accordance with the Equity Plan and the applicable award agreement(s), except as follows: (A) If the Executi...

Long-Term Incentive Awards. During the Term, Executive shall be eligible to receive long-term incentive awards at the sole discretion of the Board. It is contemplated that such awards will take into account financial, operating, and other results achieved as well as future long-term performance goals. Such awards may be in the form of options, restricted shares which vest over time or upon satisfaction of performance metrics, SARs, stock grants, or any other form of long-term compensation, as determined by the Board in its sole discretion.

Long-Term Incentive Awards. During Executive’s employment with the Company, Executive shall be eligible to receive long term equity incentive compensation awards (which may consist of restricted stock, stock options, stock appreciation rights, or other types of equity or cash bonus awards, including equity awards denominated in or relating to shares of NRF common stock or equity of any other NSAM Managed Company (as defined below), as determined by the Compensation Committee in its discretion) pursuant to the Company’s equity incentive compensation plans and programs in effect from time to time, including, without limitation, the Bonus Plan. These awards shall be granted in the discretion of the Board and shall include such terms and conditions (including performance objectives) as the Board deems appropriate.

Long-Term Incentive Awards. During the Employment Period, Executive shall be entitled to participate in all long-term equity- and cash-based incentive plans and programs applicable generally to other peer executives of the Company and its Affiliates. For each fiscal year ending during the Employment Period, Executive shall be awarded annual long-term incentive awards (the “Annual LTI Award”) in respect of the common stock of the Company (or the ultimate parent entity of the Company) or cash incentive awards, in each case on the same basis as other peer executives of the Company, at least equal to the target Annual LTI Award opportunity to which Executive was eligible as of immediately prior to the CIC Effective Date. The terms and conditions (including terms and conditions relating to treatment upon a termination of employment and upon a Change in Control) of the awards granted in respect of such Annual LTI Awards shall be no less favorable than those applicable to other peer executives of the Company and its Affiliates.