Ipsidy Inc. 2018 Bonus Compensation Agreement with Philip D. Beck
Ipsidy Inc. has agreed to provide Philip D. Beck with a 2018 bonus equal to 50% of his base salary, with the actual amount adjusted based on the company's achievement of specific financial targets. The bonus will only be paid if the company either achieves positive adjusted EBITDA in a quarter after 2018 or raises at least $15 million in new funding. Payment will be made through regular payroll after these conditions are met. This agreement outlines the terms and conditions for Mr. Beck's bonus compensation for 2018.
Exhibit 10.28
May 3, 2018
PRIVATE AND CONFIDENTIAL
Mr. Philip D. Beck
188 Fairway Road
Lido Beach, New York 11561
Re: Employment Compensation
Dear Philip:
I am pleased to inform you that the Compensation Committee of Ipsidy Inc. (the “Company”) has approved the following changes to your compensation.
1. You shall be entitled to a bonus for 2018 equating to 50% of your base salary as of December 31, 2018 (“Bonus”) upon the following terms and conditions:
| (a) | You shall receive 100% of the Bonus for Achieving EBITDA. “Achieving EBITDA” shall for the purpose of this letter mean the Company achieving an amount of Adjusted EBITDA for the fiscal year 2018, on a consolidated basis, equal to the Target as approved by the Compensation Committee of the Company on April 11, 2018, as the Adjusted EBITDA is set forth in the financial records of the Company and its subsidiaries calculated on a consistent basis with prior years and as Adjusted EBITDA is defined in the Company’s Annual Report on Form 10-K for the year ending December 31, 2018. |
| (b) | The percentage of base salary payable as Bonus shall be adjusted upward or downward between 75% and 150% of the Bonus amount based on the percentage achievement of the Target, as shown in the table approved by the Compensation Committee of the Company on April 11, 2018. |
2. The Bonus, if earned, shall only be payable to you upon the occurrence of the first to occur of the following events:
| (a) | The achievement by the Company of positive Adjusted EBITDA for one quarter, in any period commencing after December 31, 2018, as shown in the Company’s Quarterly Report on Form 10-Q for the relevant quarter; or |
| (b) | The raising of an additional $15,000,000 of funding after the date hereof. |
| Ipsidy Inc. | ||
| 780 Long Beach Boulevard | www.ipsidy.com | Phone: 516 ###-###-#### |
| Long Beach, NY 11561 | Fax: ###-###-#### |
Mr. Philip D. Beck
May 3, 2018
Page 2
The Bonus shall be paid with your regular payroll, subject to all deductions required by law, upon the next payroll date following satisfaction of all the above conditions.
Thank you for your continued service and commitment to the Company.
| Sincerely, | |
| Ipsidy Inc. | |
| /s/ Stuart P. Stoller | |
| Stuart P. Stoller | |
| CFO |
