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Incentive Compensation. For any fiscal year ending during the Employment Period, the Board may, but is not obligated to, award incentive compensation to the Executive based upon the Company’s operating results for and the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”). The amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentage shall be determined and may be adjusted by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives, the Board may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during that fiscal year deemed appropriate by the Board in determining any Incentive Compensation. The Company shall pay to the Executive any approved Incentive Compensation on or around April 1 following the end of the fiscal year for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of that fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.

Incentive Compensation. For any fiscal year ending during the Employment Period,The Executive shall be eligible to receive cash incentive compensation as determined by the Board may, but is not obligated to, award incentive compensationor the Compensation Committee from time to the Executive based upon the Company’s operating results for andtime. Commencing in calendar year , the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria forinitial target annual incentive compensation shall be forty percent of the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”).Executive’s Base Salary. The target annual incentive compensation in effect at any given time is referred to herein as “Target Bonus.” The actual amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentageExecutive’s annual incentive compensation, if any, shall be determined andin the sole discretion of the Board or the Compensation Committee. Except as otherwise provided herein or as may be adjustedprovided by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives,or the Board may take into account any extraordinary, unusual or non-recurring items realized or incurredCompensation Committee, the Executive must be employed by the Company during that fiscal year deemed appropriate byon the Boarddate such incentive compensation is paid in determiningorder to earn or receive any Incentive Compensation. The Company shall pay to the Executive any approved Incentive Compensation on or around April 1 following the end of the fiscal year for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of that fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.annual incentive compensation.

Incentive Compensation.Bonus. During the Period of Employment, the Executive will be entitled to participate in a cash bonus program. For any fiscal year endingof the Company that occurs during the Employment Period,Period of Employment, the Board may, but is not obligated to, award incentive compensation to the Executive based upon the Company’s operating resultsbonus program for and the Executive’s performance during such fiscal year and suchwill be based on certain financial, operational, or other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”). The amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentage shall be determinedmetrics or goals, and may be adjustedinclude a component based on the Executive’s individual performance and contributions to the Company, all as determined by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives, the Board may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during that(or a committee thereof) in its sole discretion. The Executive’s target bonus for a fiscal year deemed appropriate(commencing with fiscal year ) shall be 100% of the Executive’s Base Salary for such fiscal year, with the Executive’s actual bonus for any year to be determined by the Board in determining any Incentive Compensation.(or a committee thereof). The CompanyExecutive’s bonus (if any) for a particular fiscal year shall pay to the Executive any approved Incentive Compensation on or around April 1be paid not later than two and one-half months following the end of that fiscal year. Except as otherwise expressly provided in [Section 3], the Executive must be employed by the Company on the date that the Company actually pays bonuses under such program for a particular fiscal year in order to be considered for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of thatand to have earned his bonus (if any) for such fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.year.

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