Purpose Contract Clauses (8,757)

Purpose. The purpose of the Plan is to provide a convenient method by which Eligible Individuals of the Company may purchase fully vested Company common stock at fair market value. This Plan is effective as of August 22, 2018. February 19, 2016.

Purpose. The purpose of the Plan is to provide designated (a) Employees of the Company and its Affiliates and (b) Non-Employee Directors of the Company and its Affiliates with the opportunity to receive grants of Options, SARs, Stock Awards, Dividend Equivalents Units, Performance Units, Stock Awards and Other Stock-Based Awards. The Company believes that the Plan will encourage the Participants to contribute materially to the growth of the Company, thereby benefiting the Company's shareholders, stockholders, and will align the economic interests of the Participants with those of the shareholders. stockholders. All capitalized terms shall be as defined in Section 2 hereof. View More

Purpose. Definitions 2 3. Administration 7 4. Shares Subject to Plan 8 5. Eligibility; Per-Person Award Limitations 9 6. Specific Terms of Awards 9 7. Certain Provisions Applicable to Awards 14 15 8. Performance Awards 16 Code Section 162(m) Provisions 17 9. Change in Control 17 18 10. General Provisions 19 20 EXHIBIT A A-1 i DMEAST #23834550 v3 TRANSENTERIX, INC. AMENDED INC.AMENDED AND RESTATED INCENTIVE RESTATEDINCENTIVE COMPENSATION PLAN 1. Purpose. 1.Purpose. The purpose of this AMENDED AND... RESTATED INCENTIVE COMPENSATION PLAN, as amended from time to time PLAN (the "Plan"), "Plan") is to assist TRANSENTERIX, INC., a Delaware corporation (the "Company") and its Related Entities (as hereinafter defined) to attract, motivate, retain in attracting, motivating, retaining and reward rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase an ownership a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders, shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder shareholder value. View More

Purpose. The purposes of the Plan are to retain the services of qualified individuals who are not employees of the Company to serve as members of the Board and to secure for the Company the benefits of the incentives inherent in increased Common Stock ownership by such individuals by granting such individuals Awards in respect to purchase or acquire shares of Shares. Common Stock.

Purpose. This Agreement sets forth the duties, compensation, and terms and conditions of Ching's Yamada's affiliation with the Company after the Separation Retirement Date and during his tenure as a consultant of the Company ("Consultant", as defined by the duties specified below).

Purpose. Definitions 1 3. Administration 4 6 4. Shares Subject to Plan 5 7 5. Eligibility; Per-Participation Per-Person Award Limitations 8 6. 6. Award Vesting Limitations 6 7. Specific Terms of Awards 6 8 7. Certain Provisions Applicable to Awards 10 9. 14 8. Code Section 162(m) Provisions 12 10. 16 9. Change in Control 12 11. 18 10. General Provisions 14 19 DESTINATION XL GROUP, INC. 2016 2006 INCENTIVE COMPENSATION PLAN 1.Purpose. 1. Purpose. The purpose of this DESTINATION XL GROUP, INC. 2016 2006... INCENTIVE COMPENSATION PLAN (the "Plan") is to assist DESTINATION XL GROUP, INC., a Delaware corporation (the "Company") and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value. The Plan replaces the 2006 Incentive Compensation Plan which was last originally adopted effective as of July 31, 2006, was amended effective as of August 27, 2009, August 5, 2010, and was further amended effective as of August 1, 2013. The Plan was originally adopted effective as of August 4, 2016 and was amended effective as of August 8, 2019. View More

Purpose. The purpose of this Amended and Restated US Ecology, Inc. 2008 Stock Option Incentive Plan (the "Plan") is to enable US Ecology, Inc., formerly known as US Ecology Parent, Inc. (the "Company"), to retain the services of (i) selected employees, non-employee Directors, officers and directors of the Company or any subsidiary other employees of the Company and (ii) selected non-employee agents, consultants, advisers its Subsidiaries, and independent contractors of certain other service providers to... the Company or any subsidiary of the Company. For purposes of this Plan, a person is considered and its Subsidiaries, and to be employed by or in the provide to such persons incentives and rewards for service of the Company if the person is employed by or in the service of any entity (the "Employer") that is either the Company or a subsidiary of the Company. and/or performance. In connection with, and as contemplated by, that certain Agreement and Plan of Merger, dated as of June 23, 2019, by and among US Ecology, Inc. (now known as US Ecology Holdings, Inc.), US Ecology Parent, Inc. (now known as US Ecology, Inc.), Rooster Merger Sub, Inc., ECOL Merger Sub, Inc., and NRC Group Holdings Corp. (as amended and/or restated from time to time, the "Merger Agreement"), the Company assumed the American Ecology Corporation 2008 Stock Option NRC Group Holdings Corp. 2018 Equity and Incentive Compensation Plan (the "Pre-Merger Plan"), amended and restated the Pre-Merger Plan as set forth herein and renamed it the Amended and Restated US U.S. Ecology, Inc. 2008 Stock Option 2018 Equity and Incentive Compensation Plan. All awards granted under the Pre-Merger Plan that were outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement) were assumed by the Company at the Effective Time and converted to be in respect of Common Stock (as defined below), and shall be treated as if they were granted under the this Plan (such awards as converted, the "Converted Awards"). No Options (as defined in Section 5 below) awards other than the Converted Awards may be granted under the this Plan. View More

Purpose. The purpose purposes of the Plan is are to enable the Company and its Subsidiaries subsidiaries to attract, retain, motivate and reward the best qualified executive officers and key employees by providing them with the opportunity to earn competitive compensation directly linked to the Company's performance.

Purpose.  The Plan is intended to promote the best interests of the Corporation by enhancing the Corporation's ability to attract and retain highly qualified non-employee directors and by rewarding the Corporation's current non-employee directors for their services to the Corporation.

Purpose. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 2 3.1 Committee 3.1. Committee. 2 3.2 3.2. Deferral Arrangement Arrangement. 3 4. ELIGIBILITY 3 5. ANNUAL INCENTIVE AWARDS 3 5.1 5.1. Granting Annual Incentive Awards Awards. 3 5.2 5.1.1. Performance Goals Generally. 3 5.1.2. Timing For Establishing Performance Goals. 3 5.1.3. Settlement of Awards; Other Terms. 4 5.1.4. Performance Measures. 4 5.1.5. Evaluation of Performance. 5 5.1.6. Adjustment of Performance-Based Compensation. 5 5.1.7. Board... Discretion. 6 5.2. Determination of Annual Incentive Award 5 5.3 Time and Form of Payment 5 Award. 6 GENERAL PROVISIONS 6. 6.1 general provisions 6 6.1. Disclaimer of Rights Rights. 6 6.2 6.2. Nonexclusivity of the Plan 6 6.3 Plan. 7 6.3. Withholding Taxes 6 6.4 Captions 6 6.5 Taxes. 7 6.4. Captions. 7 6.5. Other Provisions 6 6.6 Provisions. 7 6.6. Number and Gender 6 6.7 Severability 6 6.8 Gender. 7 6.7. Severability. 7 6.8. Governing Law 6 6.9 Law. 7 6.9. Section 409A 6 6.10 Recoupment 7 6.11 of the Code. 8 6.10. Amendment and Termination 7 Termination. 8 -i- COLFAX CORPORATION ANNUAL INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE AS APRIL 3, 2020) 2, 2012) Subject to approval of the Plan by shareholders, Colfax Corporation, a Delaware corporation, corporation (the "Company") hereby adopts this Colfax Corporation the terms of its Annual Incentive Plan, as amended and restated effective as of April 3, 2020, 2, 2012 (the "Plan"), as follows: 1. PURPOSE 1.PURPOSE The Plan is intended to enhance the Company's and its Affiliates' (as defined herein) ability to attract and retain highly qualified officers and key employees, and to motivate such persons to serve the Company and its Affiliates. Remuneration payable under the Plan is intended to constitute "qualified performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended and Section 1.162-27 of the Treasury Regulations thereunder and the Plan shall be construed consistently with this purpose. 2.2 "Annual Incentive Award" or "Award" means a bonus payable subject to attainment of Performance Goals performance goals over a Performance Period of up to one (1) year (the Company's calendar fiscal year, unless otherwise specified by the Committee). 2.3 "Board" means the Board of Directors of the Company. 2.4 "Cause" means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company: (i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Participant and the Company or any Affiliate of the Company. 2.5 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 2.6 "Committee" means the Compensation Committee of the Board, which shall be comprised of not less than two directors of Colfax, each of whom shall qualify in all respects as an "outside director" for purpose of Code Section 162(m) and Section 1.162-27(e)(3) of the Board. Regulations. 2.7 "Company" means Colfax Corporation, a Delaware corporation, or its successor. Corporation. 2.8 "Disability" means the Participant is unable to perform each of the essential employment duties of such Participant's position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months. 2.9 "Participant" means, with respect to a Performance Period, each eligible officer or key employee designated by the Committee pursuant to Section 4 to receive an annual bonus payment contingent of achievement of specified Performance Goals. 2.10 "Performance Goals" means, as established by the Committee for a Participant, (i) performance goals for a Performance Period based upon the Performance Measures; and (ii) individual performance measures. 2.11 goals. 2.9 "Performance Measures" means measures as described in Section 5.1.4 on which the Performance Goals performance goals are based. 2.12 based and which are approved by the Company's shareholders pursuant to this Plan in order to qualify Annual Incentive Awards as performance-based compensation under Section 162(m). 2.10 "Performance Period" means the period of time during which the Performance Goals performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Annual Incentive Award, which period shall be the Plan Year unless otherwise specified by the Committee. 2.13 Award. 2.11 "Plan" means this Colfax Corporation Annual Incentive Plan, as amended and restated effective as of April 3, 2020. 2.14 "Plan Year" 2, 2012. 2.12 "Stock" means the Company's fiscal year which begins January 1 and ends December 31. 2.15 "Retirement" means common stock, per value $0.001 per share of the Participant's termination Company; provided, however, that to the extent an annual bonus payment made pursuant to this Plan is paid in Stock, the number of employment with shares of Stock so delivered shall be drawn solely from Stock available for awards under the Company and its Affiliates, Colfax Corporation 2008 Omnibus Incentive Plan or any successor plan or any other than for Cause, upon equity plan of the attainment of at least (i) age fifty-five (55) with five (5) consecutive years of employment service; or (ii) age sixty-five (65). 2.16 "Section 409A" means Code Section 409A and the regulatory and other guidance promulgated thereunder. 2.17 Company. 2.13 "Subsidiary" means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code. 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