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THiS GRANT IS SUBJECT TO:
<br />2 CFR Part 170
<br />Appendix A to Part 170 —Award Term
<br />I. Reporting Subawards and Executive Compensatlon.
<br />a. Reporting offirst -tier subawards.
<br />• ded In paragraph d, of this award term, you must report each action that obligates $25,000 or more In Federal funds [hat
<br />1. Applicability. Unless you are exempt as provi
<br />does not Include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009,, Pub. L. 111 -5) for a subaward to an entity (see
<br />definitions In paragraph e. of this award term).
<br />2. Where and when to report.'
<br />1. You must report each obligating action described In paragraph a.1: of this award tern to )attwhich- w.fsrs.aov.
<br />11. For subaward information, report nC later than the end of the month following the month In which the obUgatlon was made:,(For example, if the obligation was made on
<br />November 7, 2010, the obligation must be reported by no later than'December 31, 2010.)
<br />3. What to report. You must report the Information about.each obligating action that the submission Instructions posted at http:l /www fsrs.00v specify.
<br />b. Reporting Total'Compensation of Recipteht Executives.
<br />i• Applicability and what to report. Yolr must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if
<br />i. the total Federal funding authorized!to date under this award
<br />Is $25,000 or more;
<br />11, in the preceding If scat year, you received —
<br />(A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency
<br />Act, as defined at 2 CFR 170.320 (and subawards); and
<br />(B) $25,000,000 or more In annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency
<br />Act, ;as defined at 2 CFR 170.320 (and subawards);.and,
<br />III. The public does not have access to Information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities
<br />Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code A of 1986. 9o%atermin /If the publhtm.) access to the compensation
<br />Information, see the U.S. Securfiy and Exchange Commission total compensation filings at
<br />2. Where and when to report. You must report executive total compensation described In paragraph M. of this award term ,,.
<br />1. As part of your registration profile at h io•f /www.cor.gov. '
<br />ii. By the end of the month following the month In which this award is made, and annually thereafter.
<br />c: Reporting of Total Compensation of Subreclplent Executives.
<br />1. Applicability and what to report. Unies§ you are exempt as provided in paragraph d: of this award term, for each first -tier subreciplent under this award, you shell report
<br />If—
<br />the names and total compensation of each of the subreclplent's five most highly compensated executives for the subrecipient's preceding completed fiscal year, ii-
<br />i. in the stjbreciplent's preceding fiscal year, the subreciplenf received- -
<br />(A) 86percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Trahsparency
<br />Act, as defined at 2 CFR 170.320 (and subawards); and
<br />(B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency
<br />Act (and subawards); end
<br />il, The public doe's not have access to information about the compensation of the executives through periodic reports fled under section access or he c m the Securities
<br />Exchange Act of 1934 (15 U.S,C. 78m(a), 78o(d)) or section 6104'of the Internal Revenue Code of 1988. (To determine if the public has access to the compensation
<br />Information, see the U.S.'Security and Exchange Commission total compensation filings at htto'IAvw /answers /execomo.htm.)
<br />sec gov
<br />2. Where and when to-report, You must report subreciplent executive total compensation described in paragraph c.1. of this award term:
<br />1. To the recipient.
<br />or example, if a subaward is obligated on-
<br />any
<br />By the end bf the mon6 following the month during which you make the subaward. Fny dale during the month of October of a
<br />Information of the subrecipient 6y November 30 of that year.
<br />given year (i.e., between October 1 and 31), you must report any required compensation
<br />d. Exemptions
<br />If,-)n the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report:
<br />I. Subawards, and
<br />it. The total compensation of the five most highly compensated executives of any subreciplent.'
<br />e. Definitions. For purposes of this award term:
<br />1. Entity means all of the following, as defined in 2 CFR part 25:
<br />I. A Governmental organization, which is a State, local government, or Indian tribe;
<br />t1, A foreign public entity;
<br />Ili. A domestic or foreign nonprofit organization;
<br />Iv. A domestic or foreign for - profit organization;
<br />v. A Federal agency, but only as a subreciplent under an award or subaward to a non - Federal entity.
<br />2. Executive means officers, managing partners, or any other employees In management positions.
<br />3. Subaward:
<br />1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that
<br />you as the recipient award to an eligible subreciplent.
<br />It. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, sea Sec. -- .210 of the
<br />attachment to OMO Circular A-
<br />133, "Audits of States,. Local Governments, and Non - Profit Organizations ").
<br />Ill. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract.
<br />4. Subrecipient means an entity that.
<br />I. Receives a subaward from you (the recipient) under this award; and
<br />ii. is accountable to you for the use of the Federal funds provided by the subaward.
<br />5. Total compensation means the cash and noncash dollar value earned by the executive during the reciplent's or subreciplent's preceding fiscal year and Includes the.
<br />following (for more Information see 17 CFR 229.402(cx2)):
<br />[,.Salary and bonus. ur oses with res act to the fiscal year
<br />11. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recogniz9d for financial statement reporting p p P
<br />In accordance with the Statement of Financial Accounting Standards No. 123 (ReVlsed.2004) (FAS 123R), Shared Based Payments.
<br />III. Earnings for services under non- equliy Incentive plans. This does not Include group life, health, hospitalization or medical reimbursement plans that do not discriminate in
<br />favor of executives, and are available generally to all salaried employees.
<br />I
<br />Above-market in.pe sion value. deferred compensation which is not taxequalitlednefit and actuarial pension plans.
<br />A; Other compensation, If the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the
<br />ardblovee. oeroulsltes or property) for the executive exceeds $10,000.
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