4. Compensation and Benefits.
(a) Base Salary. As compensation for Executives services, the Company will pay Executive a base salary (as potentially adjusted by the Company from time to time in its sole discretion, the Base Salary). Executives Base Salary under this Agreement initially shall be at an annualized periodic gross rate equivalent to $485,000.00; provided, however, the Base Salary shall be subject to review and adjustment by the Boards Compensation Committee in accordance with the Compensation Committees standard practices for executive compensation. The Base Salary shall, in all cases, be subject to applicable deductions and withholdings required by law. The Company will pay the Base Salary to Executive in accordance with the Companys standard payroll practices for its employees which Executive acknowledges may be changed by the Company from time to time in its sole discretion.
(b) Annual Bonus. For each fiscal year during Executives employment with the Company, Executive shall be eligible to earn a Targeted Annual Management Bonus as set forth on Exhibit A to this Agreement as amended from time to time, as determined in the sole discretion of the Compensation Committee.
(c) Benefits/ PTO. During the Executives employment with the Company, the Executive will be eligible to participate in the employee benefit programs and PTO generally in effect for the Companys employees at Executives level in the same geographic location, subject to and in accordance with the terms and conditions for such programs as they may be instituted, modified, or terminated from time to time by the Company in its sole discretion.
(d) Equity Awards.
(i) Annual Equity Awards. Executive will be eligible to participate in the Companys annual equity grant program based on performance metrics, which may include both Company and personal performance metrics, commencing with the 2021 performance year (with such grants to be issued in 2022). All equity grants are subject to the approval of the Boards Compensation Committee.
(e) Tax/Financial Planning Reimbursement. The Company will reimburse Executive up to $5,000.00 annually for financial and tax planning services expenses incurred by Executive, subject to documentation provided in accordance with Company expense reimbursement policies in effect from time to time.
5. Withholdings; Taxes; Indemnification. All payments to Executive under this Agreement shall be reduced by (a) any tax or other amounts required to be withheld under applicable law, and (b) other amounts authorized by Executive. Executive is advised to consult with Executives own tax professional regarding all tax matters related to compensation and benefits from the Company including the tax treatment of any option grants and the exercise of such options. The Executive shall be responsible for all federal, state and local taxes, penalties, interest, or fines that are imposed on Executive under applicable law as a result of this Agreement, including Executives personal taxes on payments received by Executive under this Agreement, and the Company and its employees, accountants, attorneys, and affiliates shall have no obligation or liability to Executive related to any such taxes, penalties, interest, or fines. Executive represents and acknowledges that in signing this Agreement, Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Companys employees, officers, agents, managers, directors or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise including regarding the tax consequences to Executive resulting from the payments, benefits, or other consideration provided under the Agreement.