Director and Executive Officer Compensation definition

Director and Executive Officer Compensation means Health Net stock options, restricted stock units, and performance share awards held by Health Net’s non-executive directors and executive officers that are outstanding immediately prior to the effective time of the Merger and which, pursuant to the terms of the Merger as described in the SEC Form S-4, are converted into the right to receive Health Net stock option consideration; are subject to accelerated vesting, canceled, and converted into the right to receive Merger consideration; or are converted to rollover awards as of the effective time of the Merger. This term also includes severance payments and benefits to which an executive officer of Health Net is entitled under his or her employment agreement due to a change in control if he or she experiences a “qualifying termination,” as that term is defined in the Form S-4, within two years after the closing of the Merger. This term also includes compensation paid to any director or executive of Centene in connection with the Merger.
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Examples of Director and Executive Officer Compensation in a sentence

  • Undertaking 7 Director and Executive Officer Compensation Companies undertake that HNLIC will not factor Director and Executive Officer Compensation into Policyholder Costs.

  • See “ Director and Executive Officer Compensation – Stock Option Plans and Other Incentive Plans” for more information about the Option Plan.

  • DIRECTOR AND EXECUTIVE COMPENSATION Director and Executive Officer Compensation Upon becoming a reporting issuer, the Company will have two (2) NEOs, Marshall Farris, the Chief Executive Officer, and Tracy Mabone, the Chief Financial Officer of the Company.

  • Guidance:If the current terms of the plan or agreement have been previously disclosed in a filed document, this section can be satisfied by complying with section 1.4. 5.6 Oversight of Director and Executive Officer Compensation (1) Disclose who determines director compensation and how and when it is determined.

  • An example of this would be the Government Employees Pension Fund, which covers State employees such as teachers, policemen, nurses, etc.

  • Compensation for Directors and Other Officers in Fiscal 2018 By type Standards for Determining Director and Executive Officer Compensation Compensation Committee standards for director and executive officer compensation will be set and administered as below.

  • Director and Executive Officer Compensation The disclosure set forth in the sections entitled “2018 Long-Term Incentive Plan” and “Director and Executive Officer Compensation” in Item 1.01 of this Current Report is incorporated in this Item 5.02 by reference.

  • Options and per share prices reflect present post-consolidation amounts and values For a discussion of the Stock Option Plan, see “Director and Executive Officer Compensation – Oversight and Description of Director and Executive Officer Compensation – Compensation of Executive Officers – Stock Option Awards” and “Particulars of Matters to be Acted Upon – Ratification of Stock Option Plan”.

  • Director and Executive Officer Compensation and Related AgreementsSee “Directors and Corporate Governance—Director Compensation” and “Executive Compensation” appearing elsewhere in this Proxy Statement for information regarding the compensation, including severance payments, that we have paid to our directors and Named Executives and the terms of the employment agreements and related agreements with our Named Executives.

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Related to Director and Executive Officer Compensation

  • Named Executive Officers or “NEOs” means the following individuals:

  • Executive Officers means the Company's “executive officers” as defined in 12 C.F.R. § 215.2(e)(1) (regardless of whether or not such regulation is applicable to the Company).

  • Incentive Compensation Plans means annual incentive compensation plans and long‑term incentive compensation plans of the Company, which long‑term incentive compensation plans may include plans offering stock options, restricted stock and other long‑term incentive compensation.

  • Named Executive Officer or “NEO” means each of the following individuals:

  • Incentive Compensation Plan means any plan, agreement or other arrangement that provides for the grant or issuance of equity or equity-based awards and that is now in effect or is hereafter adopted by the Company or the Manager for the benefit of any of their respective employees or other service providers (including directors, advisers and consultants), or the employees or other services providers (including directors, advisers and consultants) of any of their respective Affiliates or Subsidiaries.

  • Bonus Compensation shall have the meaning set forth in Section 3(b).

  • Senior Executive Officers means the Company's "senior executive officers" as defined in subsection 111(b)(3) of the EESA and regulations issued thereunder, including the rules set forth in 31 C.F.R. Part 30.

  • Senior executive officer means the Company’s “senior executive officers” as defined in subsection 111(b)(3) of EESA.

  • Performance Compensation Award means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

  • Accrued Professional Compensation means, at any given moment, all accrued, contingent and/or unpaid fees and expenses (including, without limitation, success fees) for legal, financial advisory, accounting and other services and reimbursement of expenses that are awardable and allowable under section 328, 330(a) or 331 of the Bankruptcy Code and were rendered before the Effective Date by any Retained Professional in the Chapter 11 Cases, or that are awardable and allowable under section 503 of the Bankruptcy Code, that have not been denied by a Final Order, all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been filed for any such amount). To the extent that the Bankruptcy Court or any higher court denies or reduces by a Final Order any amount of a Retained Professional’s fees or expenses, then those reduced or denied amounts shall no longer constitute Accrued Professional Compensation.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Medical Executive Committee or “MEC” means the Executive Committee of the Medical Staff.

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Equity Compensation means any stock option, stock appreciation, stock purchase, restricted stock, restricted stock unit, long term incentive cash bonus award or any other kind of equity-based plan, program, arrangement or grant regardless of whether the form of distribution is in stock or cash.

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m).

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Incentive Compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

  • Compensation and Benefits Programs means all compensation and benefit plans, policies, and programs of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, and incentive plans, deferred compensation plans, and life, accidental death, and dismemberment insurance plans.

  • Key Executives means Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx, jointly and severally.

  • Compensation Plans shall have the meaning set forth in Section 3.11(b).

  • Deferred Compensation Award means an award of Stock Units granted to a Participant pursuant to Section 11 of the Plan.

  • Compensation Committee means the Compensation Committee of the Board.

  • Covered Executives means the Company’s current and former executive officers, as determined by the Administrator in accordance with the definition of executive officer set forth in Rule 10D-1 and the Listing Standards.

  • Deferred Compensation Plan means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

  • Base Compensation means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.