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                            52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards.
        
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FAC Number: 2024-03 Effective Date: 02/23/2024
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Subpart52.052.152.252.3
Section52.20052.20152.20252.20352.20452.20552.20652.20752.20852.20952.21052.21152.21252.21352.21452.21552.21652.21752.21852.21952.22052.22152.22252.22352.22452.22552.22652.22752.22852.22952.23052.23152.23252.23352.23452.23552.23652.23752.23852.23952.24052.24152.24252.24352.24452.24552.24652.24752.24852.24952.25052.25152.25252.253
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52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards.52.204-10 Reporting Executive	Compensation and First-Tier Subcontract Awards.       As prescribed	in 4.1403(a), insert	the following clause:          Reporting	Executive Compensation and First-Tier Subcontract Awards (Jun 2020)                                       (a)                   *Definitions*.	As used in this clause:                *Executive* means officers,	managing partners, or any other employees in management positions.                *First-tier subcontract* means a subcontract	awarded directly by the Contractor for the purpose of acquiring	supplies or services (including construction) for performance of	a prime contract. It does not include the Contractor’s supplier	agreements with vendors, such as long-term arrangements for materials	or supplies that benefit multiple contracts and/or the costs of	which are normally applied to a Contractor’s general and administrative	expenses or indirect costs.                *Month	of award* means the month in which a contract is signed by the	Contracting Officer or the month in which a first-tier subcontract	is signed by the Contractor.                *Total	compensation* means the cash and noncash dollar value earned	by the executive during the Contractor’s preceding fiscal year and	includes the following (for more information see 17	CFR 229.402(c)(2)):                                                         (1)                         *Salary and bonus*.                                                            (2)                         *Awards	of stock, stock options, and stock appreciation rights*. Use	the dollar amount recognized for financial statement reporting purposes	with respect to the fiscal year in accordance with the Financial	Accounting Standards Board’s Accounting Standards Codification (FASB	ASC) 718, Compensation-Stock Compensation.                                                            (3)                         *Earnings	for services under non-equity incentive plans*. This does not	include group life, health, hospitalization or medical reimbursement	plans that do not discriminate in favor of executives, and are available	generally to all salaried employees.                                                            (4)                         *Change	in pension value*. This is the change in present value of defined	benefit and actuarial pension plans.                                                            (5)                         *Above-market	earnings on deferred compensation which is not tax-qualified*.                                                            (6) 								                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 employee, perquisites or property) for the executive	exceeds $10,000.                                                                             (b) 						            Section	2(d)(2) of the Federal Funding Accountability and Transparency Act	of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government	Funding Transparency Act of 2008 (Pub. L. 110-252), requires the	Contractor to report information on subcontract awards. The law	requires all reported information be made public, therefore, the	Contractor is responsible for notifying its subcontractors that	the required information will be made public.                                          (c) 						            Nothing	in this clause requires the disclosure of classified information                                          (d)                                                         (1) 								                Executive	compensation of the prime contractor. As a part of its annual registration	requirement in the System for Award Management (SAM) (Federal Acquisition Regulation	(FAR) provision  52.204-7),	the Contractor shall report the names and total compensation of	each of the five most highly compensated executives for its preceding	completed fiscal year, if–                                                                           (i) 										                    In the Contractor’s	preceding fiscal year, the Contractor received-                                                                                             (A) 												                        80 percent	or more of its annual gross revenues from Federal contracts (and	subcontracts), loans, grants (and subgrants), cooperative agreements,	and other forms of Federal financial assistance; and                                                                                                (B) 												                        $25,000,000	or more in annual gross revenues from Federal contracts (and subcontracts),	loans, grants (and subgrants), cooperative agreements, and other	forms of Federal financial assistance; and                                                                                                                                         (ii) 										                    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 Exchange Act of 1934 (  15 U.S.C. 78m(a), 78o(d))	or section 6104 of the Internal Revenue Code of 1986. (To determine	if the public has access to the compensation information, see the	U.S. Security and Exchange Commission total compensation filings	at   http://www.sec.gov/answers/execomp.htm.)                                                                                                           (2)                         *First-tier	subcontract information*. Unless otherwise directed by the Contracting Officer, or	as provided in paragraph (g) of this clause, by the end of the month	following the month of award of a first-tier subcontract valued at or above the threshold	specified in FAR  4.1403(a)	on the date of subcontract award, the Contractor shall report	the following information at   http://www.fsrs.gov for	that first-tier subcontract. (The Contractor shall follow the instructions at   http://www.fsrs.gov to	report the data.)                                                                           (i) 										                    Unique entity identifier for the	subcontractor receiving the award and for the subcontractor's parent	company, if the subcontractor has a parent company.                                                                              (ii) 										                    Name of	the subcontractor.                                                                              (iii) 										                    Amount	of the subcontract award.                                                                              (iv) 										                    Date of	the subcontract award.                                                                              (v) 										                    A description	of the products or services (including construction) being provided	under the subcontract, including the overall purpose and expected	outcomes or results of the subcontract.                                                                              (vi) 										                    Subcontract	number (the subcontract number assigned by the Contractor).                                                                              (vii) 										                    Subcontractor’s	physical address including street address, city, state, and country.	Also include the nine-digit zip code and congressional district.                                                                              (viii) 										                    Subcontractor’s	primary performance location including street address, city, state,	and country. Also include the nine-digit zip code and congressional	district.                                                                              (ix) 										                    The prime	contract number, and order number if applicable.                                                                              (x) 										                    Awarding	agency name and code.                                                                              (xi) 										                    Funding	agency name and code.                                                                              (xii) 										                    Government	contracting office code.                                                                              (xiii) 										                    Treasury	account symbol (TAS) as reported in FPDS.                                                                              (xiv) 										                    The applicable	North American Industry Classification System code (NAICS).                                                                                                           (3) 								                Executive	compensation of the first-tier subcontractor. Unless otherwise directed	by the Contracting Officer, by the end of the month following the	month of award of a first-tier subcontract valued at or above the threshold	specified in FAR  4.1403(a)	on the date of subcontract award, and annually thereafter (calculated	from the prime contract award date), the Contractor shall report	the names and total compensation of each of the five most highly	compensated executives for that first-tier subcontractor for the	first-tier subcontractor’s preceding completed fiscal year at   http://www.fsrs.gov,	if-                                                                           (i) 										                    In the subcontractor’s preceding	fiscal year, the subcontractor received-                                                                                             (A) 												                        80 percent	or more of its annual gross revenues from Federal contracts (and	subcontracts), loans, grants (and subgrants), cooperative agreements,	and other forms of Federal financial assistance; and                                                                                                (B) 												                        $25,000,000	or more in annual gross revenues from Federal contracts (and subcontracts),	loans, grants (and subgrants), cooperative agreements, and other	forms of Federal financial assistance; and                                                                                                                                         (ii) 										                    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 Exchange Act of 1934 (  15 U.S.C. 78m(a), 78o(d))	or section 6104 of the Internal Revenue Code of 1986. (To determine	if the public has access to the compensation information, see the	U.S. Security and Exchange Commission total compensation filings	at   http://www.sec.gov/answers/execomp.htm.)                                                                                                                            (e) 						            The Contractor	shall not split or break down first-tier subcontract awards to a	value below the threshold specified	in FAR  4.1403(a), on the date	of subcontract award, to avoid the reporting requirements in	paragraph (d) of this clause.                                          (f) 						            The Contractor	is required to report information on a first-tier subcontract covered	by paragraph (d) when the subcontract is awarded. Continued reporting	on the same subcontract is not required unless one of the reported	data elements changes during the performance of the subcontract.	The Contractor is not required to make further reports after the	first-tier subcontract expires.                                          (g)                                                         (1) 								                If	the Contractor in the previous tax year had gross income, from all	sources, under $300,000, the Contractor is exempt from the requirement	to report subcontractor awards.                                                            (2) 								                If a subcontractor	in the previous tax year had gross income from all sources under	$300,000, the Contractor does not need to report awards for that	subcontractor.                                                                             (h) 						            The FSRS	database at   http://www.fsrs.gov will be prepopulated	with some information from SAM and the FPDS database. If FPDS information	is incorrect, the contractor should notify the contracting officer.	If the SAM information is incorrect, the contractor is responsible	for correcting this information.                                 (End of clause)    **Parent topic:**  52.204 [Reserved]
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