Management Incentive Units Generally Clause Samples

The 'Management Incentive Units Generally' clause defines the framework for granting equity-based compensation, typically in the form of units or interests, to key management personnel within a company. This clause outlines who is eligible to receive such units, the conditions under which they are awarded, and the rights or restrictions attached to them, such as vesting schedules or transfer limitations. By establishing clear guidelines for management incentives, the clause aligns the interests of management with those of the company and its stakeholders, thereby motivating performance and retention while providing transparency around equity participation.
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Management Incentive Units Generally. The LLC may issue authorized but unissued Management Incentive Units to existing or new employees, officers, directors, consultants or other service providers of the LLC or any of its Subsidiaries pursuant to a Senior Management Agreement or other Equity Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine; provided, however, that Management Incentive Units may not be issued to any Investor, any Contributor, any Affiliate of any Investor or Contributor or any of their respective employees, officers or directors (other than employees or officers of the LLC and its Subsidiaries). In the Board’s discretion, the terms of any Management Incentive Units issued pursuant to this Section 3.9 may include limitations on the Distribution entitlements of such Units imposed in order to cause such Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.9(b) below, by establishing a threshold amount (a “Participation Threshold”) of cumulative Distributions that must be made with respect to all or one or more specified classes, groups or series of Units outstanding immediately prior to the issuance of Management Incentive Units before such Management Incentive Units may receive any Distributions. Except as otherwise provided by the Board, any Unitholder who receives Management Incentive Units that are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code shall make a timely and effective election under Section 83(b) of the Code with respect to such Units. The LLC and all Unitholders will (A) treat such Units as outstanding for tax purposes, (B) treat such Unitholder as a member of the LLC for income tax purposes with respect to such Units and (C) file all tax returns and reports consistently with the foregoing (except for non-U.S. federal returns or reports for which a different tax treatment is required by applicable law), and neither the LLC nor any of its Unitholders will deduct any amount (as wages, compensation or otherwise) for the fair market value of such Units for income tax purposes. This Section 3.9, together with the Senior Management Agreements or other Equity Agreements pursuant to which the Management Incentive Units are issued, are intended to qualify as a compensatory benefit...
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Management Incentive Units Generally. Without limiting any other rights of the Company, subject to Section 5.3, the Company may, subject to the approval of the Board, issue Residual Units to existing or new employees, officers, directors, consultants or other service providers of the Company or any of its Subsidiaries pursuant to a Senior Management Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine. In the Board's discretion, the terms of any Class C Units issued pursuant to this Section 3.5 may include limitations on the Distribution entitlements of such Class C Units imposed in order to cause such Class C Units to qualify as "profits interests" within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.5(c) below, by establishing a threshold amount ("Participation Threshold") of cumulative Distributions that must be made with respect to all or one or more specified classes or series of Units outstanding immediately prior to the issuance of such Class C Units before such Class C Units may receive any Distributions.
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Management Incentive Units Generally. Without limiting any other rights of the Company, the Company may, subject to the approval of the Board, grant, award, issue or sell Class B Units (“Incentive Units”) to any existing or new employee, officer, director, independent contractor, consultant, advisor or other service provider of the Company or any of its Subsidiaries pursuant to a Management Equity Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine.
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Related to Management Incentive Units Generally

  • Management Incentive Plan “Management Incentive Plan” shall mean the Company’s bonus program, as implemented by the Company’s board of directors from time to time and pursuant to which the Executive may receive incentive-based compensation at fiscal year end.

  • Retirement Incentive To recognize the contribution of those employees who have provided long and dedicated service to the district, the Board shall provide a retirement incentive to teachers who meet the following eligibility requirements: a. the teacher must have completed 15 years of service to District #34 by the date of his or her retirement; b. the teacher must submit a written, irrevocable, notice of intent to retire to the Superintendent by no later than August 1 of the start of the retirement incentive period; and c. the teacher must not have received an increase of greater than 6% in creditable earnings (excluding any grandfathered or exempt earnings) in the three (3) school years immediately preceding the proposed start of the retirement incentive. In up to each of the final four years of his/her employment, the teacher shall receive an incentive of 5% over his/her prior year’s base salary (which in the second, third and fourth year of the incentive includes the prior year’s retirement incentive). In the event that the State of Illinois should raise the maximum allowable percent increase, the Board will honor an increase up to 6% so long as the district does not incur any penalty. Once the teacher begins to receive the retirement incentive, he/she shall not be eligible for earnings from extra duties or summer school, stipends, and/or any other type of compensation that could result in the Board’s obligation to pay any additional contribution or “penalty” to TRS. However, the teacher may submit a request to the Superintendent’s office to continue performing paid extra duties or to earn additional compensation, so long as any such additional compensation would not result in the teacher receiving a greater than 6% increase over his/her prior year’s creditable earnings. The Superintendent’s grant or denial of such request shall be non-precedential and non-grievable. Any payment necessary to ensure the retiring employee receives an incentive of 5% shall be made in a lump sum each year by no later than June 30th. In the event a certified employee who tenders his or her irrevocable letter of resignation experiences a drastic and unanticipated change in personal circumstances, the Board may, at its option, permit the certified employee to revoke his or her irrevocable letter of resignation. In the event the Illinois General Assembly enacts any legislation during the term of this Agreement, which legislation would require the District to pay any additional moneys (or lose any additional revenues) to the State of Illinois and/or the Illinois Teachers’ Retirement System on account of its payment of this retirement incentive, then this retirement incentive shall cease to exist at the end of the current school term. However, prior to the cessation of the benefit, either party may demand to bargain concerning whether some or all of the retirement incentive can be continued without adding any additional costs to the District. Eligibility to submit a request to receive this incentive shall terminate on August 1, 2021, and any such request received prior to August 1, 2021, must be for retirement to occur no later than the end of the 2024-2025 school year.

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "▇▇▇") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the ▇▇▇ and Earnings Growth was calculated times the Incentive Award Percentage.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Performance Incentive 4.10.1 If the Seller delivers Coal to the Purchaser in excess of ninety percent (90%) of the ACQ in a particular Year, the Purchaser shall pay the Seller an incentive (“Performance Incentive”/ “PI”), to be determined as follows: PI = P x Additional Deliveries x Multiplier Where: PI = The Performance Incentive payable by the Purchaser to the Seller P = The Base Price of Highest Grade, as shown in Schedule II Additional Deliveries = Quantity [in tonnes] of Coal delivered by the Seller in the relevant Year in excess of 90% of the ACQ. Multiplier shall be 0.15 for Additional Deliveries between 90%-95% of ACQ and 0.30 for Additional Deliveries in excess of 95% of ACQ. 4.10.2 With respect to part of a Year in which the term of this Agreement begins or ends, the relevant quantities in Clause 4.10.1, except the Multiplier, shall apply pro-rata. 4.10.3 Within thirty (30) days of expiry of a Year, the Seller shall submit an invoice to the Purchaser with respect to the PI payable in terms of Clause 4.10.1 and the Purchaser shall pay the amount so due within thirty (30) days of the receipt of the invoice. In the event of non-payment of PI by the due date, the Seller shall have the right to suspend Coal supplies without absolving the Purchaser of its obligations under this Agreement.