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1. Parties: Identifies and defines the parties to the agreement - typically the employer/company and the employee/participant
2. Background: Sets out the context and purpose of the incentive agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Eligibility Criteria: Specifies who is eligible to participate in the incentive program and any qualifying conditions
5. Term and Duration: Specifies the duration of the agreement and any renewal provisions
6. Incentive Structure: Details the types of incentives offered and how they are calculated
7. Performance Metrics: Outlines the specific performance criteria or targets that must be met to earn incentives
8. Payment Terms: Specifies when and how incentive payments will be made
9. Clawback Provisions: Describes circumstances under which the company may recoup incentive payments
10. Termination: Sets out circumstances and procedures for terminating the agreement and consequences
11. Confidentiality: Protects sensitive information related to the incentive program
12. Tax Provisions: Addresses tax implications and responsibilities
13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including amendments, notices, and entire agreement
1. Equity-Based Incentives: Required when the incentive includes stock options or other equity-based compensation
2. Non-Competition and Non-Solicitation: Include when the incentive agreement needs to protect company interests through restrictive covenants
3. International Tax Provisions: Required for participants who are subject to tax in multiple jurisdictions
4. Change of Control: Include provisions addressing what happens to incentives in case of company merger or acquisition
5. Deferral Provisions: Include when offering deferred compensation options
6. Force Majeure: Include when needing to address extraordinary circumstances affecting performance metrics
7. Data Privacy: Required when personal data processing extends beyond standard employment data
1. Schedule 1 - Performance Metrics Calculation: Detailed methodology for calculating performance against targets
2. Schedule 2 - Incentive Calculation Formula: Mathematical formulas and examples for calculating incentive amounts
3. Schedule 3 - Payment Schedule: Timing and structure of incentive payments
4. Schedule 4 - Eligible Positions: List of positions or roles eligible for the incentive program
5. Appendix A - Participation Agreement Form: Form for eligible employees to sign acknowledging participation
6. Appendix B - Performance Evaluation Form: Standard form for documenting performance assessments
7. Appendix C - Clawback Trigger Events: Detailed list of events that could trigger clawback provisions
Applicable Law
Award
Base Salary
Board
Business Day
Cause
Change of Control
Clawback Event
Company
Compensation Committee
Confidential Information
Control
Disability
Effective Date
Eligible Employee
Employee
Employment
Equity Incentive
Financial Year
Good Leaver
Group
Group Company
Incentive Payment
Incentive Period
Incentive Plan
KPIs
Material Breach
Measurement Date
Notice Period
Parent Company
Participant
Performance Criteria
Performance Metrics
Performance Period
Performance Targets
Personal Data
Plan Administrator
Related Person
Relevant Authority
Review Date
Subsidiary
Target Bonus
Tax
Termination Date
Threshold Performance
Variable Pay
Vesting Date
Vesting Period
Vesting Schedule
Eligibility
Term and Duration
Performance Metrics
Calculation of Incentives
Payment Terms
Conditions Precedent
Vesting Conditions
Clawback
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Tax Obligations
Termination Rights
Change of Control
Force Majeure
Amendment
Assignment
Notices
Severability
Entire Agreement
Counterparts
Third Party Rights
Waiver
Governing Law
Dispute Resolution
Compliance with Laws
Record Keeping
Reporting Requirements
Plan Administration
Representations and Warranties
Financial Services
Technology
Professional Services
Manufacturing
Retail
Real Estate
Healthcare
Telecommunications
Insurance
Construction
Education
Hospitality
Investment Management
Banking
Consulting
Human Resources
Legal
Finance
Compliance
Sales
Operations
Executive Management
Compensation and Benefits
Risk Management
Internal Audit
Business Development
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Compensation and Benefits Manager
Legal Counsel
Sales Director
Regional Manager
Department Head
Senior Executive
Managing Director
Partner
Vice President
Senior Manager
Operations Director
Business Development Manager
Account Executive
Investment Manager
Relationship Manager
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