PROBITY Incentive Clause Samples

The PROBITY Incentive clause establishes a reward or benefit for parties who demonstrate integrity, transparency, and ethical conduct during the execution of a contract or project. In practice, this clause may provide financial bonuses or other advantages to contractors or suppliers who adhere to high standards of probity, such as avoiding conflicts of interest, complying with anti-corruption policies, or promptly disclosing any potential ethical issues. Its core function is to encourage ethical behavior and reduce the risk of misconduct, thereby promoting trust and accountability in contractual relationships.
PROBITY Incentive. 48.1 In performing its obligations under any Contract Document, the Supplier must not, in the State’s reasonable opinion act improperly including: 48.1.1 offer an Incentive to any person involved in the establishment of this Agreement on behalf of the State until the expiry of twelve (12) months from the Commencement Date; 48.1.2 offer an Incentive to any person involved in the procurement of Deliverables to Customers under any Contract Document during the Term; 48.1.3 engage in any practice such as collusion with other potential competitors, secret commission or any other deceptive practice; 48.1.4 submit a Declaration in Relation to Unlawful Collusion which is found to be false in any particular; or 48.1.5 engage in any practice that would give the Supplier an improper advantage over competitors. 48.2 At the Commencement Date, the Supplier warrants that it is not aware of any conflict of interest (or potential conflict of interest) that would preclude it from properly performing its obligations under any Contract Document. 48.3 The Supplier must disclose to the State in writing, all actual and potential conflicts of interest that exist or arise (either for the Supplier or Supplier Personnel) in the course of performing its obligations under any Contract Document as soon as practical after it becomes aware of that conflict.
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Related to PROBITY Incentive

  • Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.

  • Equity Incentive Subject to the terms of any applicable agreement, [a] the Executive may exercise any outstanding stock options that are vested when the Executive became Disabled and [b] those that would have been vested on the last day of the fiscal year during which the Executive becomes Disabled if the Executive had not become Disabled.

  • Equity Incentives To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.

  • 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.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.