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80 percent or more of its annual gross revenues from Federal procurement contracts (and <br />subcontracts) and Federal financial assistance subject to the Transparency Act, as defined <br />at 2 CFR Part 170.320 (and sub -awards); and <br />$25,000,000 or more in annual gross revenues from Federal procurement contracts (and <br />subcontracts), and Federal financial assistance subject to the Transparency Act (and sub - <br />awards); and <br />The public does not have access to information about the compensation of the executives <br />through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of <br />1934 (15 U.S.C. Part 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of <br />1986. (To determine if the public has access to the compensation information, see the U.S. <br />Security and Exchange Commission total compensation filings at <br />http://www.see.gov/answers/execomp.htm). <br />You must report sub -recipient executive total compensation to the grantee by the end of the month following <br />the month during which you make the sub -award. For example, If a sub -award is obligated on any date during <br />the month of October of a given year (i.e., between October 1st and 31st), you must report any required <br />compensation information of the sub -recipient by November 30th of that year. <br />Definitions: <br />Entity means all of the following, as defined in 2 CFR Part 25 (Appendix A, Paragraph (C)(3)): <br />o Governmental organization, which is a State, local government, or Indian tribe; <br />o Foreign public entity; <br />o Domestic or foreign non-profit organization; <br />o Domestic or foreign for-profit organization; <br />o Federal agency, but only as a sub -recipient under an award or sub -award to a non -Federal <br />entity. <br />• Executive means officers, managing partners, or any other employees in management positions. <br />• Sub -award: a legal instrument to provide support to an eligible sub -recipient for the performance of <br />any portion of the substantive project or program for which the grantee received this award. The <br />term does not include the grantees procurement of property and services needed to carry out the <br />project or program (for further explanation, see 45 CFR Part 75). A sub -award may be provided <br />through any legal agreement, including an agreement that the grantee or a sub -recipient considers <br />a contract. <br />• Sub -recipient means an entity that receives a sub -award from you (the grantee) under this award; <br />and is accountable to the grantee for the use of the Federal funds provided by the sub -award. <br />Total compensation means the cash and non-cash dollar value earned by the executive during the <br />grantee's or sub -recipient's preceding fiscal year and includes the following (for more information <br />see 17 CFR Part 229.402(c)(2)): <br />o Salary and bonus <br />o Awards of stock, stock options, and stock appreciation rights. Use the dollar amount <br />recognized for financial statement reporting purposes with respect to the fiscal year in <br />accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) <br />(FAS 123R), Shared Based Payments. <br />o Earnings for services under non -equity incentive plans. This does not include group life, <br />health, hospitalization or medical reimbursement plans that do not discriminate in favor of <br />executives, and are available generally to all salaried employees. <br />o Change in pension value. This is the change in present value of defined benefit and <br />actuarial pension plans. <br />o Above -market earnings on deferred compensation which is not tax -qualified. <br />o Other compensation, if the aggregate value of all such other compensation (e.g. severance, <br />termination payments, value of life insurance paid on behalf of the employee, perquisites or <br />property) for the executive exceeds $10,000. <br />