Cash and Incentive Compensation Contract Clauses (72)

Cash and Incentive Compensation. (a) Salary. The Company shall pay the Executive as compensation for his services a base salary at a gross annual rate of $400,000 (as may be adjusted, the "Base Salary"). Such salary shall be payable in accordance with the Company's standard payroll procedures and shall be subject to adjustment pursuant to the Company's executive compensation policies in effect from time to time. (b) Bonus. You will be eligible for an annual performance bonus of 40% of your annual base salary, subject to achieve...ment of targets that you will develop for approval by the Company's Board of Directors (the "Board") or its Compensation Committee (the "Committee"). Performance bonus goals and attainment of such goals will be evaluated and approved by the Committee and paid on an annual basis, with such payment, to the extent earned, to be made within 2 1⁄2 months following the close of the applicable fiscal year, but only if you are still employed by the Company as of the date of payment. The determinations of the Board or Committee with respect to your bonus will be final and binding. View More

Cash and Incentive Compensation. (a) Salary. The Company shall pay the Employee as compensation a base salary at a gross annual rate of not less than $350,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. (b) Incentive Bonuses. The Employee shall be eligible for an annual incentive bonus with a target amount equal to 40% of the Employee's Base Salary. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the Board or the Compensatio...n Committee of the Board. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding. Any incentive bonus for a fiscal year shall in no event be paid later than 2 1⁄2 months after the close of such fiscal year. The Employee shall not be entitled to an incentive bonus if he is not employed by the Company on the date when such bonus is payable. The amount of any incentive bonus for the fiscal year in which the Employee's Employment begins shall be prorated, based on the number of days of Employment during such fiscal year. (c) Relocation Expenses. The Company shall reimburse the reasonable expenses, not to exceed $50,000, that the Employee incurs in moving himself, his family and his household to the Boston, Massachusetts area. To the extent that the reimbursement of such expenses results in taxable income to the Employee, the Company shall reimburse the Employee for the additional taxable income net of deductions. If the Employee voluntarily terminates his Employment prior to the first anniversary of the Commencement Date, then the Employee agrees to repay a pro-rata portion of the payments made by the Company under this Section 2(c) equal to the full amount of such payments less 1/12 of such payments for each full month of Employment completed. (d) Stock Option. Subject to the approval of the Board or the Compensation Committee of the Board, the Company shall grant the Employee an option to purchase 2,133,098 shares of the Company's Common Stock (the "Option"). The Option shall be granted as soon as reasonably practicable after the date of this Agreement. The per-share exercise price of the Option shall be equal to the fair market value per share of the Company's Common Stock on the date the Option is granted, as determined by the Board or its Compensation Committee. The term of the Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. The grant of the Option shall be subject to the terms and conditions set forth in the Plan and in the Company's standard form of Stock Option Agreement. The Employee shall vest in 25% of the Option shares after the first 12 months of continuous service and shall vest in the remaining Option shares in equal monthly installments over the next three years of continuous service. Vesting of the Option shall accelerate in full if (i) the Company is subject to a Change in Control before the Employee's service with the Company terminates and (ii) the Employee is subject to an Involuntary Termination within 12 months after such Change in Control. If, prior to an IPO, the Company completes the Third Tranche Financing and the Option represents less than 4.0% of the Company's Common Stock calculated on a Fully-Diluted Basis immediately following the closing of such Third Tranche Financing, then the Company shall, as soon as practicable following such closing, grant another option (the "Top-Off Option") to the Employee such that the Option and the Top-Off Option together represent 4.0% of the Company's outstanding Common Stock calculated on a Fully-Diluted Basis immediately following the closing of the Third Tranche Financing. The Top-Off Option shall be subject to the terms and conditions set forth in the Plan and in the Company's standard form of Stock Option Agreement. The vesting and other terms of the Top-Off Option shall be identical to those 2 of the Option except that the per-share exercise price of the Top-Off Option shall be equal to the fair market value per share of the Company's Common Stock on the date the Top-Off Option is granted, as determined by the Board of its Compensation Committee. View More