Incentive Compensation Contract Clauses (165)

Incentive Compensation. The Company agrees to pay to the Executive $100,000 when the Company receives all FDA approvals needed for the commencement of sales of Re-TainTM in the United States, provided, however, that any such payment shall be due and payable only if the Executive is employed by the Company at the time of such FDA approvals. The applicable payment shall be made within thirty days (30) days of receipt of such FDA approvals, and shall be subject to all required tax withholdings. This supersedes paragraph 2... of the letter from the Company to the Executive dated March 2, 2016. In addition, if the Company undergoes a Change of Control or sells or licenses all or substantially all of the rights to manufacture and sell Re-TainTM, and at the time of such Change of Control, sale or license the Executive is an employee of the Company, the Company will make the payment to the Executive described in the first paragraph of this Section 1. For purposes hereof, "Change of Control" means (a) the sale of all or substantially all of the Company's assets, or (b) the sale or issuance of capital stock of the Company, in a single transaction or series of related transactions, or a merger, consolidation or similar transaction to which the Company is party, the result of which is one or more persons or entities acting together directly or indirectly acquiring a majority of the outstanding capital stock of the Company or of the surviving or resulting entity in such transaction. For purposes hereof, a license of all or substantially all of the rights to manufacture and sell Re-TainTM shall not include a transaction in which the Company continues to perform manufacturing services to or for the benefit of the licensee. View More

Incentive Compensation. You are eligible to participate in Modine's annual management incentive program. Bonus awards are based on attainment of specified Company operating and financial goals. For fiscal year 2021 (for clarity, the fiscal year ending 3/31/2021), your targeted annual management incentive opportunity is 100% of base annual salary, with upside potential to 200% of this target (effectively 200% of base salary), where your eligibility for such bonus shall be based upon results and performance in FY21, with... any payout earned being pro-rated by the number of months you are employed in FY21, rounded to the nearest full month. The terms and conditions of Modine's annual management incentive program are subject to the discretion of the Committee and the Board. View More

Incentive Compensation. (a) Annual Bonus. Executive will be eligible to receive additional cash compensation in the form of bonuses based on criteria established by and in the sole discretion of [the CEO], the Board or one of its committees. Unless deferred pursuant to a plan that complies with Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), this bonus, if any, will be paid to the Executive no later than two and one-half months following the end of the relevant fiscal year in which the services ...were performed. 2 (b) Equity Incentive. Executive will also be eligible to receive equity grants under the Company's Equity Incentive Plan(s) in accordance with his position with the Company, as determined by the Board or a committee of the Board in its sole and absolute discretion. (c) Clawback. The compensation and benefits provided pursuant to this Agreement are subject to any compensation recoupment policy or policies adopted by the Company and related practices that may be adopted by the Company and in effect from time-to-time, designed to recover any amounts paid to the Executive based on inaccurate or incomplete financial information (each, a "Clawback Policy"). By signing this Agreement, Executive agrees to fully cooperate with the Company in assuring compliance with such policies and the provisions of applicable law, including, but not limited to, promptly returning any compensation subject to recovery by the Company pursuant to a Clawback Policy and applicable law. View More

Incentive Compensation. (a) Annual Incentive Compensation. For 2020, subject to the Executive's continued employment with Shift through December 31, 2020, the Executive shall be paid Seventy-Five Thousand Dollars ($75,000) between January 1, 2021 and March 15, 2021 (the "2020 Bonus"). For subsequent periods, subject to the Executive's continued employment with Shift through December 31 of the applicable performance year, the Executive shall be entitled to participate in an annual bonus program established by the Compan...y with a target annual bonus amount measured as a percentage of the Executive's Base Salary, which shall be set at not less than two hundred percent (200%) of Executive's Base Salary in the performance year, subject in all respects to achievement of performance goals to be established by the Board or a subcommittee of the Board with responsibility for remuneration of the Company's executives (together with the 2020 Bonus, the "Annual Bonus"). Performance goals used for purposes of determining the Executive's Annual Bonus shall be established by the Board or the relevant subcommittee of the Board in consultation with the Executive. Notwithstanding the forgoing, the Annual Bonus for 2021 shall be determined as set forth in Exhibit A attached hereto, and Exhibit A shall control in the event of any conflict. Any Annual Bonus earned by the Executive shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as other executives of the Company; provided that in no event shall the Executive's Annual Bonus be paid later than March 15 of the fiscal year following the fiscal year for which it was earned. 2 (b) Carve-Out Payment. In addition, the Executive shall be eligible for a bonus equal to $1,750,000 payable in two payments (the "Carve-Out Payment") as follows: (i) Subject to the Executive's continued employment with Shift through the Merger, the Company shall pay the Executive, within three (3) Business Days of the Merger, a percentage of the Executive's total Carve-Out Payment determined by multiplying the Executive's completed months of service with the Company, measured from the Executive's date of hire through the date of the Merger by 2.0833% (but no greater than 100%); and (ii) Subject to the Executive's continued employment with Shift through the first (1st) anniversary of the Merger, the Company shall pay the remaining balance of the Executive's total Carve-Out Payment, if any, without interest, on the first payroll date following the first (1st) anniversary of the Merger. (c) Long-Term Incentive Compensation. (i) The Executive shall be eligible to participate in all equity compensation plans and programs in place at the Company and shall receive such grants as may be provided from time to time by the Company to its officers. Any equity awards made by the Company to the Executive shall be subject to the terms and conditions set forth in the Company's equity compensation plan and form of grant agreement, as may be amended from time to time. Notwithstanding the forgoing, the Executive shall be awarded an equity grant (the "2020 Equity Grant") substantially in the form attached hereto as Exhibit B within five (5) Business Days following the date that a Securities and Exchange Commission Registration Statement on Form S-8 (the "Form S-8") with respect to the Company's 2020 Omnibus Equity Compensation Plan becomes effective; provided that the Company shall use commercially reasonable best efforts to timely file the Form S-8 as soon as practicable under applicable law. Notwithstanding the forgoing, the Company's obligation to grant the 2020 Equity Grant is contingent upon (i) the consummation of the Merger, (ii) approval of the Company's 2020 Omnibus Equity Compensation Plan by the shareholders of the Company, and (iii) the Form S-8 becoming effective. (ii) Subject to Executive's continued employment, all outstanding equity awards made pursuant to the Shift 2014 Stock Incentive Plan (including for the avoidance of doubt, any outstanding performance portion thereof) (the "Legacy Equity Awards"), shall fully vest as of March 31, 2021. 3 4. Benefits. During the Term, the Executive shall be eligible to participate in certain retirement and welfare benefit plans and programs made available to the Company's executives as a group, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of such plans. Except as expressly provided for herein, nothing in this Agreement shall prevent the Company from amending or terminating any incentive, equity compensation, retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as the Company deems appropriate. View More

Incentive Compensation. (a)ANNUAL BONUS. For each calendar year during the Employment Term, the Employee shall be eligible to receive an annual cash discretionary incentive payment under the Company's annual bonus plan as may be in effect from time to time (the "Annual Bonus"), based on a target bonus opportunity equal to 125% of the Employee's Base Salary (the "Target Bonus") and a maximum bonus opportunity of 200% of the Employee's Base Salary, upon the attainment of one or more pre-established performance goals esta...blished by the Board (or a committee thereof) in its sole discretion. It is expected that such performance criteria will be based on both financial and non-financial goals, will be set in consultation with the Employee, and may be set at any point during the calendar year (it being intended that such criteria will be established during the Company's annual budgeting process). The Board (or a committee thereof) shall reserve the right to adjust the applicable performance criteria during the calendar year (it being understood that any such adjustment shall only be implemented, if, in the reasonable judgment of the Board (or a committee thereof), it is determined to be necessary to adapt to changing circumstances, and not with the intention of increasing the difficulty of achieving the applicable performance criteria). The Company expects that the CEO will formally review performance at least annually in consultation with the Employee. The Employee's Annual Bonus for a calendar year shall be determined by the Board (or a committee thereof) after the end of the applicable calendar year based on the level of achievement of the applicable performance criteria, and shall be paid to the Employee in cash in the calendar year (but no later than March 15 of such calendar year) following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to 2 US-DOCS\128769458.1 other senior executives of the Company, subject to, except as otherwise provided in Section 7 below, continued employment at the time of payment. (b)LONG-TERM INCENTIVE AWARDS. (i)During the Employment Term, the Employee shall be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company. It is expected that the target date-of-grant value of the Employee's annual long-term incentive awards will be 200% of his Base Salary ("Target LTIP"). The Target LTIP may be granted as a time-vesting award, vesting ratably over three years (one-third per year from the date of grant), as a performance-vesting award, vesting over a three-year performance period, or as a combination thereof, as determined by the Board (or a committee thereof) in its sole discretion. In each case, the terms and conditions of any time-vesting award and/or performance-vesting award shall be governed by separate agreements, entered into between Employee and Company consistent with this Agreement. The Employee's equity and/or other long-term incentive awards for each calendar year during the Employment Term shall be granted by the Company to the Employee at approximately the same time that annual equity and other long-term incentive awards are granted by the Company to other Company senior executives. View More

Incentive Compensation. The Company will pay to the Executive (i) not later than March 31, 2023, the amount of cash (up to $100,000) earned if and to the extent the Company's EBITDA objective for 2022 is achieved or exceeded pursuant to the bonus payout schedule set forth in Exhibit A and (ii) promptly following receipt of FDA approval in 2022 for commercial sale of ReTainTM as provided in Exhibit A, an additional $50,000; provided, however, that such payments shall be due and payable only if the Executive is employed ...by the Company at the applicable payment date. Such payments shall be subject to all required tax withholdings. View More