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Incentive Agreement
"I need an Incentive Agreement for our Australian sales team that includes quarterly commission structures based on individual and team performance, with monthly KPI tracking and a clawback provision for deals that fall through within 3 months."
1. Parties: Identifies and defines the parties to the agreement
2. Background: Sets out the context and purpose of the incentive arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Term and Commencement: Specifies when the incentive arrangement starts and its duration
5. Incentive Structure: Details the core incentive mechanism, including targets and reward levels
6. Performance Metrics: Defines how performance will be measured and evaluated
7. Payment Terms: Specifies timing, method and conditions for incentive payments
8. Taxation and Superannuation: Addresses tax treatment and superannuation implications
9. Confidentiality: Protects sensitive information about the incentive arrangement
10. Termination: Covers what happens to incentives upon termination of employment/engagement
11. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Clawback Provisions: Used for executive incentives where recovery of paid incentives may be required
2. Equity Components: Required if the incentive includes shares, options or other equity-based elements
3. Team Performance Metrics: Needed for group-based incentive schemes
4. Non-Compete and Non-Solicit: Important for sales-based incentives or senior roles
5. Deferral Arrangements: Used when part of the incentive payment is deferred
6. International Considerations: Required if the incentive scheme operates across multiple jurisdictions
7. Change of Control: Important for executive incentives or long-term schemes
8. Good/Bad Leaver Provisions: Relevant for equity-based incentives or long-term schemes
1. Performance Criteria Schedule: Detailed metrics, targets and calculation methodologies
2. Payment Schedule: Timeline and structure of payments
3. Worked Examples: Examples showing how incentive calculations work in practice
4. Pro-forma Calculations: Templates for calculating incentive payments
5. Equity Plan Rules: If relevant, the rules governing any equity component
6. Tax Treatment Summary: Detailed explanation of tax implications and treatments
7. Approval and Sign-off Process: Documentation of required approvals for incentive payments
Authors
Assessment Date
Base Salary
Board
Business Day
Cause
Change of Control
Clawback Event
Commencement Date
Company Group
Confidential Information
Deferral Period
Eligible Employee
Employment Agreement
Financial Year
Good Leaver
Group Company
Incentive Payment
Incentive Period
Incentive Pool
KPIs
Maximum Incentive Amount
Measurement Period
Minimum Performance Threshold
Parent Company
Payment Date
Performance Criteria
Performance Metrics
Performance Period
Performance Target
Qualifying Event
Related Body Corporate
Relevant Interest
Review Date
Scheme Rules
Target Incentive Amount
Term
Termination Date
Unvested Incentive
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Definitions
Term and Duration
Eligibility
Performance Metrics
Calculation of Incentives
Payment Terms
Taxation
Superannuation
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Termination
Clawback
Record Keeping
Dispute Resolution
Assignment
Variation
Severability
Entire Agreement
Good Faith
Governing Law
Notices
Force Majeure
Change of Control
Deferral
Vesting
Leave Provisions
Amendment
Waiver
Set-off
Good/Bad Leaver
Compliance
Reporting Requirements
Review Process
Data Protection
Warranty
Financial Services
Professional Services
Technology
Sales and Distribution
Manufacturing
Retail
Real Estate
Healthcare
Mining and Resources
Construction
Telecommunications
Human Resources
Legal
Finance
Sales
Business Development
Executive Management
Operations
Compensation and Benefits
Risk and Compliance
Talent Management
Sales Representative
Account Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Executive Director
Sales Director
Regional Manager
Commission-based Consultant
Performance Manager
Senior Executive
Managing Director
Department Head
Channel Partner
Investment Professional
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