3. Compensation. During the term of Executives employment hereunder:
(a) Salary. For the services provided for herein, CapStar shall pay to Executive, and Executive shall accept from CapStar, a base salary (Executives Base Salary) of: (1) between May 31, 2019 and May 31, 2020, Five Hundred Twenty-Five Thousand and No/100 Dollars ($525,000.00), per annum; (2) between June 1, 2020 and May 31, 2021, Two Hundred Thousand and No/100 Dollars ($200,000.00), per annum. Executives Base Salary shall be paid monthly and subject to any and all withholdings and deductions required by law.
(b) Bonus. Executive will remain eligible for an annual bonus for calendar year 2019 of up to 50% of Executives Base Salary, subject to the terms and conditions set forth by the Board at its sole discretion or pursuant to any bonus plan that may be adopted. Executive will not be eligible to receive an annual bonus for any services performed after December 31, 2019.
(c) Long Term Incentive Plan. Executive will also continue to participate in CapStars Long Term Incentive Plan through December 31, 2019 and to be eligible to receive a target award of 40% of Executives Base Salary, subject to the terms and conditions set forth in the Long Term Incentive Plan. Executive will not be eligible to participate in the Long Term Incentive Plan for any services performed after December 31, 2019.
(d) Benefits. CapStar will continue to provide to Executive, consistent with the terms and conditions of the respective plans, and pay the cost of, such employee benefits as are provided to Executive Officers of CapStar generally under benefit plans adopted by CapStar from time to time and as have been previously provided to Executive (CapStars Employee Benefit Plans), except that any coverage exclusion based on hours worked or full-time or part-time status shall not apply to Executive during the Term. These Employee Benefit Plans may include vacation days, sick days or other types of paid or unpaid leave, insurance programs, pension plans, profit sharing plans, bonus plans, stock option plans, restricted stock plans or other stock-based incentive plans, and other employee benefit plans. Provision of such benefit plans by CapStar is within the sole discretion of CapStar, and any such benefit plans may be amended, modified or discontinued at any time by CapStar. It is the intention of the foregoing that Executive continue to receive active employee medical and other health and welfare coverage, including group life insurance coverage, through the Employee Benefit Plans up and until the end of the Term, after which she would be eligible to elect COBRA continuation coverage, pursuant to applicable law.
(e) Reimbursements. Upon timely and well-documented requests by Executive submitted within one month from the payment of such expenses by Executive, CapStar will reimburse Executive for Executives costs and expenses incurred in connection with the performance of Executives duties or otherwise for the benefit of CapStar, specifically including any business expenses incurred with the prior approval of the Board. Such reimbursements shall be made in accordance with the policies established by Company from time to time, recognizing that CapStar may have different reimbursement policies for executive officers, and likewise may have different reimbursement policies for Executive as President and Chief Executive Officer. Such reimbursements may be approved by CapStar on a one-time basis for a particular expenditure, or on an ongoing basis, such as club memberships, automobile expense reimbursements, etc., but such ongoing approvals shall be subject to change from time to time. Notwithstanding the foregoing, CapStar specifically approves the continued reimbursement of Executive for the following previously approved items through May 31, 2021: a) the annual premium for the Genworth $500,000 supplemental life insurance; and (b) the annual capital charge and monthly dues for Golf Club of Tennessee.
(f) Vesting of Stock Awards. Any stock awards granted to Executive that have not fully vested before May 31, 2021 in accordance with such awards or the plan documents governing such awards, will vest as of May 31, 2021, provided that Executive has not been terminated for Cause or resigned without Good Reason prior to that date.
(g) Executive shall have an office at a location to be determined with shared secretarial support for the term of her employment hereunder.
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