2. Effective Date and Term.
The parties acknowledge that Executives employment relationship with the Company is at-will. Either Executive or the Company may terminate the employment relationship at any time, with or without Cause. The provisions in Section 4.5 govern the amount of compensation, if any, to be provided to Executive upon termination of employment and do not alter this at-will status. The period from the commencement of Executives employment by the Company on the Effective Date until the time that the Executives employment relationship is terminated by either Executive or the Company is referred to herein as the Employment Period.
3. Compensation and Benefits.
In consideration for the services Executive shall render under this Agreement, Company shall provide or cause to be provided to Executive the following compensation and benefits;
3.1 Base Salary. During the Employment Period, Company shall pay to Executive an annual base salary at a rate of $275,000 per annum, subject to all required federal and state withholding taxes, which base salary shall be payable in accordance with Companys normal payroll practices and procedures (but no less frequently than monthly). Executives base salary shall be reviewed annually prior to the beginning of each fiscal year of Company during the Employment Period by the Chief Executive Officer, and may be increased based on Executives performance during the preceding Fiscal Year. For purposes of this Agreement, the term Fiscal Year shall mean the fiscal year of Company. Executives base salary, as such base salary may be increased hereunder, is hereinafter referred to as the Base Salary.
3.2 Performance Bonus. During each Fiscal Year during the Employment Period, Executive shall be eligible to receive cash bonuses in accordance with this Section 3.2 (each a Performance Bonus). Payment of any Performance Bonus will be determined by the CEO of the Company, based upon criteria selected by the CEO of the Company, subject to the sole discretion of the Board of Directors of the Company (the Board) or a committee of the Board. Executives target Performance Bonus shall be fifty percent (50%) of her Base Salary (the Target Performance Bonus). No portion of the Performance Bonus is guaranteed, however, if awarded, the Performance Bonus shall be paid at the same time as similar bonuses are paid to other senior executives.
3.3 Benefits. During the Employment Period and as otherwise provided hereunder, Executive shall be entitled to the following:
3.3.1 Vacation. Executive shall be entitled to three (3) weeks per Fiscal Year of vacation, such vacation not to be cumulative (i.e., vacation not taken in any Fiscal Year shall not be carried forward and used in any subsequent Fiscal Year).
3.3.2 Participation in Benefit Plans. Executive shall be entitled to health and/or dental benefits, including immediate coverage for Executive and her eligible dependents, which are generally available to Companys senior executive employees and as provided by Company in accordance with its group health insurance plan coverage. In addition, Executive shall be entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical expense plan maintained by Company for its senior executives generally, in accordance with the general eligibility criteria therein.
3.3.3 Perquisites. Executive shall be entitled to such other benefits and perquisites that are generally available to Companys senior executive employees and as provided in accordance with Companys plans, practices, policies and programs for senior executive employees of Company. Executive will be provided, at the Companys expense, transportation to and from the Mountain View office to her home on days she travels to the office.