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Report executive total compensation as part of your registration profile at htto: / / /—o✓v, <br />Reports should be made at the end of the month following the month in which this award Is made <br />and annually thereafter. <br />Total Comoanaa of Sub re In' r executives Unless you are exempt (gross income from all <br />sources reported in last tax return is under $300,000), for each first -tier sub - recipient under this <br />award, you must report the names and total compensation of each of the sub - recipient's five most <br />highly compensated executives for the sub - recipient's preceding completed fiscal year, if: <br />• In the sub - recipient's preceding fiscal year, the sub - recipient received- <br />* 80 percent or more of its annual gross revenues from Federal procurement <br />contracts (and subcontracts) and Federal financial assistance subject to the <br />Transparency Act, as defined at 2 CFR Part 170.320 (and sub - awards); and <br />o $25,000,000 or more in annual gross revenues from Federal procurement <br />contracts (and subcontracts), and Federal financial assistance subject to the <br />Transparency Act (and sub- awards); and <br />o The public does not have access to information about the compensation of the <br />executives through periodic reports filed under section 13(a) or 15(d) of the <br />Securities Exchange Act of 1934 (15 U.S.C. Part 78m(a), 78o(d)) or section 6104 <br />of the internal Revenue Code of 1986. (To determine if the public has access to <br />the compensation Information, see the U.S. Security and Exchange Commission <br />total compensation filings at http: / /www,sec.gov /answers /execomp.htm), <br />You must report sub - recipient executive total compensation to the grantee by the end of the <br />month following the month during which you make the sub - award. For example, 0 a sub -award is <br />obligated on any date during the month of October of a given year (i.e., between October 1st and <br />31 at), you must report any required compensation information of the sub - recipient by November <br />30th of that year. <br />Definitions: <br />• Entity means all of the following, as defined in 2 CFR Part 25 (Appendix A, <br />Paragraph(C)(3)): <br />• Governmental organization, which is a State, local government, or Indian tribe; <br />• Foreign public entity; <br />• Domestic or foreign non- profit organization; <br />• Domestic or foreign for - profit organization; <br />• Federal agency, but only as a sub - recipient under an award or sub -award to a <br />non - Federal entity. <br />• Executive means officers, managing partners, or any other employees in management <br />positions. <br />• Sub - award: a legal instrument to provide support to an eligible sub - recipient for the <br />performance of any portion of the substantive project or program for which the grantee <br />received this award. The term does not include the grantees procurement of property and <br />services needed to carry out the project or program (for further explanation, see Sec. <br />210 of the attachment to OMB Circular A -133. Audits of States, Local Governments, <br />and Non- Profit Organizations). A sub -award may be provided through any legal <br />agreement, including an agreement that the grantee or a sub - recipient considers a <br />contract. <br />• Sub - recipient means an entity that receives a sub -award from you (the grantee) under <br />this award; and is accountable to the grantee for the use of the Federal funds provided by <br />the sub - award. <br />• Total compensation means the cash and non -cash dollar value earned by the executive <br />during the grantee's or sub - recipient's preceding fiscal year and includes the following <br />(for more information see 17 CFR Part 229.402(c)(2)): <br />• Salary and bonus <br />• Awards of stock, stock options, and stock appreciation rights. Use the dollar <br />amount recognized for financial statement reporting purposes with respect to the <br />fiscal year in accordance with the Statement of Financial Accounting Standards <br />No. 123 (Revised 2004) (FAS 123R), Shared Based Payments, <br />• Earnings for services under non - equity incentive plans. This does not include <br />group life, health, hospitalization or medical reimbursement plans that do not <br />discriminate in favor of executives, and are available generally to all salaried <br />employees. <br />Page 8 of 16 <br />16.11 <br />