(b) The Executive agrees to devote the Executives full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executives duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that such service is approved by the Board prior to commencement thereof (such approval not to be unreasonably withheld), to the extent that such activities are not competitive with the business of the Company and do not inhibit or prohibit the performance of the Executives duties hereunder. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.
(c) The Company acknowledges and agrees that the Executive intends to devote two consecutive weeks of time twice each year to engaging in clinical activities at the Brigham and Womens Hospital (the BWH Commitment) and that Brigham and Womens Hospital requires that the Executive provide a Notice to Outside Entity Regarding Partners Policies. The Executive agrees to provide the Company with that notice as soon as possible, but in any event prior to engaging in the BWH Commitment. The Executive further agrees that, other than while engaging in the BWH Commitment, the Executive will not use Brigham and Womens Hospital support, facilities or resources. The Company, in turn, agrees to grant the Executive, in addition to the Executives annual paid time off allotment, paid time off to engage in the BWH Commitment.
4. Compensation. As full compensation for all services rendered by the Executive to the Company and any affiliate thereof, during the Term of Employment, the Company will provide to the Executive the following:
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive a base salary at the annualized rate of $530,000 (the Base Salary). The Executives Base Salary shall be paid in equal installments in accordance with the Companys regularly established payroll procedures. The Executives Base Salary will be reviewed from time to time by the Board in accordance with normal business practice and is subject to change in the discretion of the Board.
(b) Annual Discretionary Bonus. Effective as of the Effective Date, the Executive will be eligible to receive, following the end of each calendar year, an annual performance bonus of up to 50% of the Executives Base Salary (the Target Bonus), based upon the Boards assessment, in its sole discretion, of the Executives performance and the Companys attainment of targeted goals (to be mutually agreed between the Executive and the Board) the preceding calendar year. The Board may determine to provide the bonus in the form of cash, equity award(s), or a combination of cash and equity. No annual bonus or minimum amount thereof is guaranteed, and, except as and to the extent specifically set forth in Section 8 below, the Executive must be an employee in good standing on the date that annual bonuses are paid out in order to be eligible for and to earn any annual bonus, as it also serves as an incentive to remain employed by the Company. The Executives bonus eligibility will be reviewed from time to time by the Board in accordance with normal business practice and is subject to change in the discretion of the Board.
(c) Equity Award. The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.