Base Salary Benefits Business Expenses and Bonus Contract Clauses (4)

Base Salary Benefits Business Expenses and Bonus. (a) During the Employment Period, Executive's base salary will be $700,000 per annum (the "Base Salary"), which salary will be subject to adjustment by the Board in its discretion and will be payable in regular installments in accordance with the Company's general payroll practices for all salaried employees and will be subject to customary withholding. In addition, during the Employment Period, Executive will be entitled to participate in all of the Company's employee benefit programs for which... all other executive employees of the Company are generally eligible (excluding any incentive equity compensation, which will be determined on a case-by-case basis) in accordance with the terms and conditions of such programs as the same may be amended or modified from time to time. Executive shall be entitled to such amount of vacation during each year of the Employment Period as is consistent with the Company's policy for senior executives. (b) During the Employment Period, the Company will reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the course of performing Executive's duties under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. For purposes of compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. 2 (c) In addition to the Base Salary, Executive will be eligible to earn an annual performance bonus for each fiscal year of the Company if Executive remains employed by the Company through the end of such fiscal year; the specific bonus targets, amounts and availability of which are in each case subject to the Company's bonus plan, criteria applicable to other executive management of the Company, and the individual performance of Executive, as established by Board in its discretion. Executive's target performance bonus for the fiscal year ending April 30, 2020 shall be $1,800,000, subject to the achievement of Executive's performance targets for such fiscal year and the other conditions set forth herein and in the Company's bonus plan. The Company's bonus plan, and the annual target performance bonus for fiscal years following the fiscal year ending April 30, 2020, may be modified at any time in the sole discretion of the Board. Any bonus earned (if any) under this Section 2(c) shall be paid in no event later than March 15th of the calendar year immediately following the calendar year in which the fiscal year to which such bonus relates ended. View More