The "Bonus Opportunity" clause outlines the conditions under which employees are eligible to receive a bonus, typically linked to performance metrics or company profitability. It specifies the criteria, calculation methods, and any applicable timelines or limitations for earning and receiving the bonus.
As a valued Company employee, the Company hereby grants you a special bonus opportunity (the “Retention Bonus Opportunity”) to reward your continued service during the critical transition period before and after the Proposed Acquisition. Your aggregate Retention Bonus Opportunity is $600,000. The entire Retention Bonus Opportunity will be paid to you in cash on the first payroll date following the date that is 30 days after the closing of the Proposed Acquisition, subject to your continued service through such date (except as provided below). The Retention Bonus Opportunity will be subject to applicable taxes and withholding required by law.
In addition, the Retention Bonus Opportunity is subject to the following additional terms and conditions: • In the event your employment is terminated by the Company without Cause or by you for Good Reason, you will receive any amount of the Retention Bonus Opportunity that remains unpaid as of the date of your termination within 30 days of such date. • In the event of your death or Disability, you (or your estate or legal representative) will receive any amount of the Retention Bonus Opportunity that remains unpaid as of the date of your death or Disability within 30 days of such date. • In the event you voluntarily terminate your employment with the Company, other than any resignation for Good Reason, you will forfeit any amount of the Retention Bonus Opportunity that remains unpaid as of the date of your termination. • The terms Cause, Good Reason and Disability shall have the meanings assigned to such terms in your Company Change of Control Agreement for Executive Officers, dated as of December 8, 2014 (your “Change in Control Agreement”). • This Retention Bonus will not be treated as salary or taken into account for purposes of determining any other compensation or benefits that may be provided to you, including any severance benefits. • You hereby agree that you will keep the terms of this letter agreement confidential, and will not, except as required by law, disclose such terms to any person other than your immediate family or legal or financial advisers (who also must keep the terms of this letter agreement confidential).
In the event the Retention Bonus Opportunity is subject to Section 280G or 4999 of the Internal Revenue Code of 1986, as amended, the amount of the Retention Bonus Opportunity (or any other benefits or payments subject to such sections) shall be reduced, unless otherwise determined by the Company, to the maximum amount that may be paid to you without penalty under such sections if such reduction would result in you retaining a greater after-tax amount than if the full benefits or payments were received by you.
With respect to the Company’s named executive officers, the cash bonus opportunity is based on the achievement of certain specified levels of financial performance, specifically the Company’s (i) consolidated pre-tax income for 2023 (25% of the total cash bonus opportunity); (ii) consolidated pre-tax return on average assets (“ROAA”) for 2023 (30% of the total cash bonus opportunity for Messrs. House and Elley; 25% of the total cash bonus opportunity for Mr. Mitchell); (iii) consolidated pre-tax return on average tangible equity (“ROATE”) for 2023 (25% of the total cash bonus opportunity for Messrs. House and Elley; 15% of the total cash bonus opportunity for Mr. Mitchell); and (iv) net loan growth in indirect lending for 2023 (“Loan Growth”) (15% of the total cash bonus opportunity for Mr. Mitchell only). For each of the named executive officers, the cash bonus opportunity also contains a discretionary component (the “Discretionary Component”) (20% of the total cash bonus opportunity), to be determined by the Compensation Committee. Factors to be considered in determining the Discretionary Component may include, but are not limited to, contribution to the long-term profitability and growth of the Company, achievement of strategic projects or initiatives, commitment to integrity and the values of the Company, improvement in total shareholder return, successful expansion efforts, balance sheet management, gains on peer group comparisons, successful implementation of reorganization strategies and successful implementation of cost control strategies. The cash bonus opportunity is subject to reduction (up to 35% of the total cash bonus opportunity) based on deterioration of the Company’s regulatory ratings or other negative regulatory findings. The individual target bonus opportunity for the three named executive officers participating in the 2023 Cash Incentive Program is 45% of 2023 base salary for Mr. House; 35% of 2023 base salary for Mr. Elley; and 35% of 2023 base salary for Mr. Mitchell.
Under the 2023 Cash Incentive Program, the Company’s named executive officers will receive 100% of their target bonus opportunity if the Company’s final consolidated pre-tax income, ROAA, ROATE and Loan Growth (for Mr. Mitchell) for 2023 are 100% of the Company’s budgeted consolidated pre-tax income, ROAA, ROATE and Loan Growth for the year, and if the named executive officers receive 100% of the Discretionary Component. The named executive officers will receive 50% of their target bonus opportunity if the Company achieves a threshold level of performance (approximately 80% of the Company’s budgeted consolidated pre-tax income, 80% of the Company’s budgeted ROAA, 80% of the Company’s budgeted ROATE, and 80% of the Company’s budgeted Loan Growth (for Mr. Mitchell)), and if the named executive officers receive 80% of the Discretionary Component. The named executive officers will receive 150% of their target bonus opportunity if the Company achieves a maximum level of performance (approximately 120% of the Company’s budgeted consolidated pre-tax income, 120% of the Company’s budgeted ROAA, 120% of the Company’s budgeted ROATE, and 120% of the Company’s budgeted Loan Growth (for Mr. Mitchell)), and if the named executive officers receive 120% of the Discretionary Component. Payouts between the threshold and maximum amounts will be calculated by the Compensation Committee using straight-line interpolation, as described in the 2023 Cash Incentive Program.
The 2020 Target Bonus Opportunity Program, under the 2016 Incentive Compensation Plan, is intended to encourage superior performance and achievement of the Company’s strategic business objectives. The bonus (if any) awarded under this plan may be adjusted downward at the sole discretion of the Compensation Committee of the Board of Directors, based on its assessment of the quantitative and qualitative performance of the President. Factors that may cause an adjustment include, but are not limited to, a comparison of the Company’s actual results (sales, closings, starts, etc.) to budget, inventory management, corporate governance, customer satisfaction, and peer/competitor comparisons.
In light of the uncertain and rapidly evolving situation related to the COVID-19 pandemic, the Compensation and Development Committee of the Board of Directors of the Company has requested that you agree to a reduced target bonus opportunity of 30% of your Eligible Quarterly Earnings (as defined in the Fiscal 2020 Performance Objectives For C-Level Employees) for each fiscal quarter of 2020. Consent to this adjustment is requested for fiscal 2020 only.
Please sign below to acknowledge and give your consent to this change to your target bonus opportunity for 2020.
The Nichols Employment Agreement has no fixed term and is terminable at will. Mr. Nichols is entitled to, under the Nichols Employment Agreement, an annual base salary of $475,000, an annual 40% bonus opportunity, and eligibility to participate in enGene USA’s employee benefit plans.
As you may know, Progenics Pharmaceuticals, Inc. (the “Company”) has recently entered into an agreement to be acquired by Lantheus Holdings, Inc. (“Parent,” and such acquisition, the “Company Sale”). The Company is pleased to offer you a total retention bonus opportunity of $[TOTAL BONUS AMOUNT] on the terms and conditions set forth in this letter agreement.
Your total retention bonus opportunity consists of two parts: 1. If you remain employed with the Company through the closing of the Company Sale (the “Closing”), the Closing occurs on or before July 1, 2020 (the “Expiration Date”), and you continue to perform your duties for the Company through the Closing, the Company will pay you a cash bonus of $[50% OF BONUS AMOUNT], subject to applicable withholdings and deductions. 2. If the Closing occurs on or before the Expiration Date and you remain employed with the Company through the date that is six (6) months after the Closing, the Company will pay you a cash bonus of $[50% OF BONUS AMOUNT], subject to applicable withholdings and deductions.
RETENTION BONUS OPPORTUNITY: The Company offers Employee a Retention Bonus Opportunity in the total amount of $1,500,000.00 (One Million Five-Hundred Thousand Dollars and No Cents, USD), herein referred to as the “Retention Bonus,” payable in a lump sum payment, minus statutorily required deductions, if Employee continues his employment through the end of the Retention Period. Subject to Employee’s continued employment through the Retention Period and otherwise fulfilling the terms of this Agreement, the Company shall pay Employee the Retention Bonus within thirty (30) business days of the end of the Retention Period. Nothing in this Agreement shall be construed to obligate the Company to offer additional retention bonus opportunities. Employee acknowledges that the Retention Bonus Opportunity is compensation to which he is not otherwise entitled.
Effective as of the date of the amendment, Mr. Iger’s target annual incentive bonus opportunity for each full fiscal year during the term commencing after the effective date of the amendment will be 500% of his annual base salary (the “amended target bonus opportunity”). Mr. Iger’s target annual incentive plan bonus opportunity for the current fiscal year will be based on the sum of the pro-rated target bonus opportunity previously in effect and the pro-rated amended target bonus opportunity. In addition, if Mr. Iger’s employment continues to the end of the term, the Compensation Committee may, in its discretion, award Mr. Iger the opportunity to earn an annual incentive bonus for the fiscal year in which the termination occurs.
For Mr. Berger, his base salary was increased to $750,000 and his annual target bonus opportunity under the EIC Plan was increased to up to 110% of his base salary upon the extent of achievement of the performance measures in effect for the applicable fiscal year. Mr. Berger's bonus opportunity for 2024 will be calculated pro rata based on his time served as President and as Chief Executive Officer. Commencing in 2025, Mr. Berger will be eligible to receive, at the same time grants are made to the other executive officers of the Company, the grant of long-term incentive awards under the LTI Plan having a grant date value at target performance of 250% of his then-current base salary based on the Company’s closing stock price on the grant date.
For Mr. Dominick, his base salary is $600,000 and his annual target bonus opportunity under the EIC Plan is up to 60% of his base salary upon the extent of achievement of the performance measures in effect for the applicable fiscal year. Mr. Dominick's bonus opportunity for 2024 will be prorated. In addition, the Compensation Committee has awarded to Mr. Dominick under the LTI Plan a grant of restricted stock having a grant date value (based upon the Company’s closing stock price on June 3, 2024) of $600,000. This restricted stock will vest in full on the third anniversary of grant date, subject to the Company's standard terms and conditions applicable to time-based restricted stock. Commencing in 2025, Mr. Dominick will be eligible to receive, at the same time grants are made to the other executive officers of the Company, the grant of long-term incentive awards under the LTI Plan having a grant date value at target performance of 200% of his then-current base salary based on the Company’s closing stock price on the grant date. Mr. Dominick will also receive relocation assistance consisting of: (i) a lump sum in the amount of $50,000 within two weeks of his start date, which amount will be grossed up for Federal, state and local taxes, and (ii) reimbursement for travel and accommodations until relocated for up to the first three months of his employment.
“Target Bonus Opportunity” means an amount (specified as such or determined pursuant to a formula) and denominated in local currency that a Participant potentially may earn as a Bonus Award in respect of a specified Performance Year at the targeted level of Performance. A Target Bonus Opportunity constitutes only a conditional right to receive a Bonus Award and does not guarantee receipt of a Bonus Award or any level of Bonus Award based on Performance or otherwise.
Establishment of Target Bonus Opportunities. For each Performance Year, the Administrator shall designate, for each Participant, such Participant’s Target Bonus Opportunity. Target Bonus Opportunities will be denominated in cash and all Bonus Awards will be payable in cash.
MIP Bonus Opportunity Determination The MIP provides for the determination of a bonus opportunity expressed as a percentage of the participant’s base salary earnings during the Performance Period (the “Bonus Opportunity Amount”), contingent upon satisfaction of established performance goals and continued employment through the payment date of any bonus. Participants approved for MIP participation as of January 1 of a Performance Period are eligible for a full year’s participation, not subject to proration if employed for the entire year, in accordance with the provisions hereof. All incentives earned under the MIP will be measured and paid annually.
Represents the Executive Officer’s bonus opportunity, stated as a percentage of his then-current base salary, for each calendar year during the term of the agreement commencing with the year ending December 31, 2021 (the amount actually paid to the applicable Executive Officer in respect of his annual bonus opportunity being hereinafter referred to as the “Annual Bonus”).
A Bonus Opportunity refers to a provision in a compensation package or contract where an individual has the potential to earn an additional financial reward or incentive based on specific performance metrics or accomplishments. This is often used to motivate and reward employees for achieving predetermined goals, such as exceeding sales targets or successfully completing a project.
You should consider using a bonus opportunity in situations where:
When writing a bonus opportunity into a contract or policy, consider the following elements:
Define Criteria: Clearly lay out the criteria or objectives the individual must meet to be eligible for the bonus. This can include sales targets, project completions, or specific performance milestones.
Establish Terms: Specify the terms of the bonus. This includes the period over which performance will be measured, the exact nature of the bonus payment (e.g., cash, stock options), and any conditions or restrictions.
Outline Payment Schedule: Clearly define when and how the bonus will be paid. Outline if it will be a one-time payment or structured as installments.
Include Disclaimers: Consider including disclaimers or contingencies, such as organizational performance thresholds or continued employment requirements.
Example: “Employees who exceed quarterly sales targets by 15% will be eligible for a bonus of 10% of their base salary, to be paid out in the subsequent payroll cycle.”
Various types of contracts can include bonus opportunities, most commonly:
Including a bonus opportunity in these contracts can align incentives with desired business outcomes and ensure clarity and mutual understanding of performance expectations.
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A breach of agreement clause outlines the specific actions or failures that constitute a violation of the contract terms by one or more parties involved. It typically includes the remedies or consequences that will follow if a breach occurs, such as damages, penalties, or possible termination of the contract.
A breach of confidentiality clause stipulates the obligations and responsibilities of parties to protect sensitive information from unauthorized disclosure or misuse. It outlines the repercussions and potential legal ramifications should any party fail to uphold these confidentiality commitments.
A break clause is a provision in a contract that allows one or both parties to terminate the agreement early under specified conditions, often after giving prior notice. This clause offers flexibility, enabling parties to exit the contract without facing significant penalties or legal repercussions.
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