Example ContractsClausesannual base cash compensationVariants
Remove:

Annual Compensation Limitation. The maximum Fair Market Value (determined, with respect to each Award, at the date of grant) of shares subject to Awards granted to any Eligible Director during any calendar year under the Plan, taken together with any fees payable in cash or any other form to such Eligible Director for services rendered as an Eligible Director during the calendar year, shall not exceed $750,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).

Annual Compensation Limitation.Limitations on Director Awards. The maximumaggregate dollar value of equity-based (based on the grant date Fair Market Value (determined, with respect to each Award, at the date of grant) of shares subject to Awardsequity-based Awards) and cash compensation granted to any Eligible Directorunder this Plan or otherwise during any calendar year under the Plan, taken together withto any fees payable in cash or any other form to such Eligibleone Director for services rendered as an Eligible Director during the calendar year, shall not exceed $750,000$650,000; provided, however, that in total value. Any dividends, other distributionsany calendar year in which a Director serves as Chairman of the Board or Dividend Equivalents thatLead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Director may be payableup to $850,000, and the foregoing limit shall not count any Stock Appreciation Rights granted in conjunction with respect to anall or part of any Award will be disregarded for purposes of determining compliance with this Section 3(e).granted hereunder.

Annual Compensation Limitation. The maximum Fair Market Value (determined, with respect to each Award, at the date of grant) of sharesShares that may be subject to Awards granted to any EligibleNon-Employee Director duringin any calendar year under the Plan, takenyear, together with any fees payable inthe cash or any other formcompensation paid to such EligibleNon-Employee Director for services rendered as an Eligible Director during thein such calendar year, shall not exceed $750,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).$500,000.

Annual Compensation Limitation. TheNotwithstanding any other provision in the Plan to the contrary (but subject to adjustment as provided in Section 4(c)), the maximum Fair Market Value (determined,aggregate number of Shares associated with respect toany Award granted under the Plan during the annual director compensation period (with each Award, atsuch period commencing on the date of grant)the Company’s Annual Meeting of shares subjectstockholders and ending on the day prior to Awards grantedthe subsequent Annual Meeting), to any Eligible Director during any calendar year underone non-employee director of the Plan, takenBoard shall be, together with any fees payable in cash or any other formpayments provided to such Eligible Director for services rendered as an Eligible Director during the calendar year, shall not exceednon-employee director, that number of Shares having a fair market value of $750,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).000.

Annual Compensation Limitation. The maximum Fair Market Value (determined, with respectIndividual Limit. Notwithstanding anything in this Plan to each Award, at the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of grant) of shares subject toequity-based Awards as determined for financial reporting purposes) and cash compensation granted to any Eligible Directorunder this Plan or otherwise during any calendar year under the Plan, taken together withto any fees payable in cash or any other form to such Eligibleindividual Outside Director for services rendered as an Eligible Director during the calendar year,in such capacity shall not exceed $750,000one million dollars ($1,000,000); provided, however, that in total value. Any dividends, other distributionsthe calendar year in which an Outside Director first joins the Board or Dividend Equivalents thatis first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be payable with respectup to an Awardtwo hundred percent (200%) of the foregoing limit. For avoidance of doubt, compensation will be disregardedcount towards this limit for purposes of determining compliance with this Section 3(e).the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

Annual Compensation Limitation. The maximum Fair Market Value (determined, with respectIndividual Limit. Notwithstanding anything in this Plan to each Award, at the contrary, the aggregate dollar value of equity-based (based on the grant date fair value of grant) of shares subject toequity-based Awards as determined for financial reporting purposes) and cash compensation granted to any Eligible Directorunder this Plan or otherwise during any calendar year under the Plan, taken together withto any fees payable in cash or any other form to such Eligibleindividual Outside Director for services rendered as an Eligible Director during the calendar year, shall not exceed $750,000one million dollars ($1,000,000); provided, however, that in total value. Any dividends, other distributionsthe calendar year in which an Outside Director is first designated as Chairman of the Board of Directors or Dividend Equivalents thatLead Director, the maximum aggregate dollar value of equity-based and cash compensation to the Outside Director may be payable with respectup to an Award will be disregarded for purposestwo hundred percent (200%) of determining compliance with this Section 3(e).the foregoing limit.

Per-Participant Annual Compensation Limitation.Limit. The maximum number of Shares with respect to which Awards may be granted in any calendar year to any Key Employee during such calendar year shall not exceed the lesser of # 3,000 Shares in the aggregate, or # such number of Shares having a Fair Market Value (determined,on the respective Award Date(s) of $75,000 in the aggregate. The maximum number of Shares with respect to each Award, at the date of grant) of shares subject towhich Awards may be granted to any Eligible Director duringin any calendar year under the Plan, taken together withto any fees payable in cash or any other form to such Eligible Director for services rendered as an EligibleNon-Employee Director during thesuch calendar year,year shall not exceed $750,the lesser of # 3,000 Shares in the aggregate, or # such number of Shares having a Fair Market Value on the respective Award Date(s) of $30,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).the aggregate.

Annual Compensation Limitation. TheANNUAL LIMIT: Notwithstanding anything in the Plan or the Omnibus Equity Plan to the contrary, the maximum aggregate grant date fair value of Grants (as defined in the Omnibus Equity Plan) made to a Participant during any calendar year, plus any cash-based compensation granted to the Participant in respect of any calendar year (whether paid in cash or shares of Common Stock or on a current or deferred basis), in each case, solely with respect to the individual’s service as a Director, may not exceed $750,000 based on the aggregate Fair Market Value (determined, with respect to each Award, at(as defined in the Omnibus Equity Plan and determined as of the date of grant) of shares subject to Awards granted to any Eligible Director duringequity or equity-based Grant plus the aggregate value (determined as of the date of grant) of any calendar year under the Plan, taken together with any fees payable in cash or any other form to such Eligible Director for services rendered as an Eligible Director during the calendar year, shall not exceed $750,000 in total value. Any dividends, other distributions or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).cash-based compensation.

AnnualDirector Compensation Limitation. The maximum Fair Market Value (determined, with respectLimit. As further set forth in the Equity Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid by the Company to each Award, at the date of grant) of shares subject to Awards granted to any Eligiblea Non-Employee Director during any calendar year under the Plan, taken together with any fees payable in cash or any other form to such Eligible Directoras compensation for services rendered as an Eligiblea Non-Employee Director during the calendar year, shall not exceed $750,000 during any calendar year. For avoidance of doubt, compensation shall count towards this limit for the calendar year in total value. Any dividends, other distributionswhich it is granted or Dividend Equivalents that may be payable with respect to an Award will be disregarded for purposes of determining compliance with this Section 3(e).earned, and not later when distributed, in the event it is deferred.

Annual Compensation Limitation. The maximum Fair Market Value (determined,grant date fair value of all Awards (as determined in accordance with respect to each Award, atFinancial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the date of grant) of shares subject to Awards grantedPlan to any EligibleOutside Director as compensation for services as an Outside Director during any calendar year under the Plan, taken together with any fees payable in cash or any other form to such Eligible Director for services rendered as an Eligible Director during the calendar year, shalltwelve (12)-month period may not exceed $750,000 in total value. Any dividends, other distributions or Dividend Equivalents$400,000, provided that may be payable with respectany Award granted to an AwardOutside Director in lieu of a cash retainer pursuant to [Section 14(b)] will be disregarded for purposes of determining compliance with this Section 3(e).excluded from such limit.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.