Grouped Into 32 Collections of Similar Clauses From Business Contracts
This page contains Cash Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Cash Compensation. Each Outside Director will be paid an annual cash retainer of $35,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of the Effective Date, each Outside Director who serves as the Chair of the Board, or the chair or a member of a committee of the Board, will be eligible to earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000... Audit Committee Chair: $ 15,000 Audit Committee Member: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $50,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, the lead Outside Director, or the chair or a member of a committee of the Board, Board listed below will be eligib...le to earn additional annual cash fees as follows: Non-Executive Chair of the Board: $ 30,000 60,000 Lead Independent Director: $ 20,000 Chair of Audit Committee Chair: Committee: $ 15,000 25,000 Member of Audit Committee Member: $ 7,500 Compensation Committee Chair: Committee: $ 10,000 Chair of Compensation Committee Member: Committee: $ 20,000 Member of Compensation Committee: $ 10,000 Chair of Nominating Committee: $ 10,000 Member of Nominating Committee: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual cash fee as the chair of the committee committee, and not the additional annual cash fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 committee. Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time point during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), quarter, and such payment will shall be made on the last business day of such fiscal quarter (or as soon thereafter as practical, but in no event later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. fiscal quarter). For clarity, purposes of clarification, an Outside Director who has served as an Outside Director, Director and/or as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter Company fiscal quarter will receive a prorated pro-rated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter fiscal quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $30,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. This cash compensation will be paid quarterly in arrears on a prorated basis. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, the lead Outside Director, or the ch...air or a member of a committee of the Board, as applicable, listed below will be eligible to earn additional annual cash fees (paid quarterly in arrears on a prorated basis) as follows: Non-Executive Chair of the Board: Board $ 30,000 20,000 Lead Independent Director: Director $ 15,000 Chair of Audit Committee: $ 20,000 Member of Audit Committee Chair: Committee: $ 15,000 Audit Committee Member: 10,000 Chair of Compensation Committee: $ 12,000 Member of Compensation Committee: $ 6,000 Chair of Nominating Committee: $ 7,500 Compensation Committee Chair: Member of Nominating Committee: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 3,750 For clarity, each Outside Director who serves as the chair of a committee will shall receive only the additional annual cash fee as the chair of the committee committee, and not the additional annual cash fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. committee. View More
Cash Compensation. Each 2.1 Board Member Annual Cash Retainer. Following the Effective Date, each Outside Director will be paid an annual cash retainer of $35,000. $90,000 for service on the Board. There are no additional retainers for service as a member (or chair) of a committee of the Board, as Chairperson of the Board, or as Lead Director and no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of the Effective Date, eac...h Outside Director who serves as the Chair of the Board, or the chair or a member of a committee of the Board, will be eligible to earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000 Audit Committee Chair: $ 15,000 Audit Committee Member: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director individual who has served in the relevant capacity as an Outside Director at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director individual who has served as an Outside Director, as a member of an applicable committee (or chair thereof) Director during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer, calculated based on the number of days during such Fiscal Quarter such Outside Director individual has served in the relevant capacities. as an Outside Director. For clarity, an Outside Director individual who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, Period") will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer, calculated based on the number of days during the Initial Period that such Outside Director individual has served in the relevant capacities. as an Outside Director. View More
Cash Compensation. The Company will pay you a starting salary at the rate of $1,000,000.00 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. The Company will pay you a starting salary at the rate of $1,000,000.00 $225,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. The Company will pay you a starting salary at the rate of $1,000,000.00 $90,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. The Company will pay you a starting salary at the rate of $1,000,000.00 $225,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. 2.1Base Salary. The Board (or the Compensation Committee thereof) may review Executive's Base Salary for adjustment from time to time. 2.2Bonus. Executive will be eligible to be considered for a discretionary annual performance bonus of up to 50% of the Base Salary, based on achievement of individual and/or corporate performance targets, metrics and/or objectives to be determined and approved by the Board or the Compensation Committee thereof, including pursuant to an annual incentive plan or si...milar plan approved by the Board, if any. Any such bonus would be paid after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (i) the level of achievement of the applicable individual and corporate performance targets, metrics and/or objectives and (ii) the amount of the annual incentive compensation earned by Executive (if any). No annual incentive compensation is guaranteed and, in addition to the other conditions for earning such compensation, Executive must remain an employee in good standing of the Company on the annual incentive compensation payment date in order to be eligible for any annual incentive compensation. The Board (or the Compensation Committee thereof) may review Executive's annual performance bonus amount for adjustment from time to time.View More
Cash Compensation. 2.1Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $365,000 per year (the "Base Salary"), less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. The Company's Board of Directors (the "Board'') (or the Compensation Committee thereof) may review Executive's Base Salary for adjustment from time to time. 2.2Bonus. Executive will be eligible to be considered for a discretionary a...nnual performance bonus of up to 50% 40% of the Base Salary, based on achievement of individual and/or corporate performance targets, metrics and/or objectives to be determined and approved by the Board or the Compensation Committee thereof, including pursuant to an annual incentive plan or similar plan approved by the Board, if any. Any such bonus would be paid after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (i) the level of achievement of the applicable individual and corporate performance targets, metrics and/or objectives and (ii) the amount of the annual incentive compensation earned by Executive (if any). No annual incentive compensation is guaranteed and, in addition to the other conditions for earning such compensation, Executive must remain an employee in good standing of the Company on the annual incentive compensation payment date in order to be eligible for any annual incentive compensation. The Board (or the Compensation Committee thereof) may review Executive's annual performance bonus amount for adjustment from time to time. View More
Cash Compensation. 2.1Base 2.1 Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $450,000 per year (the "Base Salary"), less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. The 1 Board (or the Compensation Committee thereof) may review Executive's Base Salary for adjustment from time to time. 2.2Bonus. 2.2 Signing Bonus. The Company shall pay Executive a lump sum cash signing bonus of $100,000....00 (the "Signing Bonus"), less payroll deductions and withholdings, within 30 days of the Start Date. If Executive's employment with the Company ceases due to a termination with Cause or Executive's resignation for other than Good Reason (as such terms are defined below) at any time within the first 12 months following the Start Date, Executive shall be required to repay the Signing Bonus to the Company within 30 days of such termination. If Executive's employment with the Company ceases due to a termination with Cause or Executive's resignation for other than Good Reason at any time after the first 12 months and before the first 24 months following the Start Date, Executive shall be required to repay 50% of the Signing Bonus to the Company within 30 days of such termination. 2.3 Annual Target Bonus. Executive will be eligible to be considered for a discretionary annual performance bonus of up to 50% of the Base Salary, based on achievement of individual and/or corporate performance targets, metrics and/or objectives to be determined and approved by the Board or the Compensation Committee thereof, including pursuant to an annual incentive plan or similar plan approved by the Board, if any. Any such bonus would be paid after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (i) the level of achievement of the applicable individual and corporate performance targets, metrics and/or objectives and (ii) the amount of the annual incentive compensation earned by Executive (if any). No annual incentive compensation is guaranteed and, in addition to the other conditions for earning such compensation, Executive must remain an employee in good standing of the Company on the annual incentive compensation payment date in order to be eligible for any annual incentive compensation. The Board (or the Compensation Committee thereof) may review Executive's annual performance bonus amount for adjustment from time to time. View More
Cash Compensation. 2.1Base 2.1 Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $103,000 per year (the "Base Salary"), less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule; provided that, from and after the earlier to occur of (i) the initial public offering of the Company's common stock pursuant to a firmly underwritten offering and registered with the US Securities and Exchange Commission an...d (ii) the date on which the Company or the parent or a subsidiary of the Company is subject to the reporting requirements of Section 13 and Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (such earlier date, the "Public Company Date"), Executive's Base Salary shall be increased to $115,900 per year. The Company's Board of Directors (the "Board") (or the Compensation Committee thereof) may review Executive's Base Salary for adjustment from time to time. 2.2Bonus. 1 2.2 Bonus. Executive will be eligible to be considered for a discretionary annual performance bonus of up to 50% 25% of the Base Salary, based on achievement of individual and/or corporate performance targets, metrics and/or objectives to be determined and approved by the Board or the Compensation Committee thereof, including pursuant to an annual incentive plan or similar plan approved by the Board, if any. any; provided that, from and after the Public Company Date, such percentage shall be increased to 40%. Any such bonus would be paid after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof) of (i) the level of achievement of the applicable individual and corporate performance targets, metrics and/or objectives and (ii) the amount of the annual incentive compensation earned by Executive (if any). No annual incentive compensation is guaranteed and, in addition to the other conditions for earning such compensation, Executive must remain an employee in good standing of the Company on the annual incentive compensation payment date in order to be eligible for any annual incentive compensation. The Board (or the Compensation Committee thereof) may review Executive's annual performance bonus amount for adjustment from time to time. View More
Cash Compensation. The Company will pay you a starting salary at the rate of $260,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on objective or subjective criteria established by the Company's Chief Exec...utive Officer and approved by the Company's Board of Directors or its compensation committee. Your target bonus will be equal to 30% of your annual base salary. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any bonus for a fiscal year will be paid within 211/2 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The determinations of the Company's Board of Directors or its compensation committee with respect to your bonus will be final and binding.View More
Cash Compensation. The Company will pay you a starting salary at the rate of $260,000 $360,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on objective or subjective criteria established by the Company's C...hief Executive Officer and approved by the Company's Board of Directors or its compensation committee. (the "Board"). Your annual target bonus will be equal to 30% 35% of your annual base salary. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any bonus for a fiscal year will be paid within 211/2 21⁄2 months after the close of that fiscal year, but only if you are still employed by providing services to the Company at the time of payment. The determinations of the Company's Board of Directors or its compensation committee with respect to your bonus will be final and binding. View More
Cash Compensation. The Company will pay you a starting salary at the rate of $260,000 $14,583.33 per year, pay period (twenty four pay periods per year), payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on objective or s...ubjective criteria established by the Company's Chief Executive Officer and approved by the Company's Board of Directors or its compensation committee. Compensation Committee. Your target bonus will be equal to 30% 35% of your annual base salary. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any bonus for a fiscal year will is expected to be paid within 211/2 2.5 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The determinations of the Company's Board of Directors or its compensation committee Compensation Committee with respect to your bonus will be final and binding. View More
Cash Compensation. The Company Beginning on the Effective Date, your annual base salary will pay you a starting salary at the rate of $260,000 be $240,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition, you will continue to be eligible to be considered for an incentive a cash-incentive bonus for each fiscal year of the Company. The bonus (if any)... will be awarded based on objective or subjective criteria established by the Company's Chief Executive Officer and approved by the Company's Board Compensation Committee of Directors or its compensation committee. the Board. Your target bonus will be equal to 30% 55% of your annual base salary. Any bonus for salary, measured as of the fiscal year in which your employment begins will be prorated, based on the number last day of days you are employed by the Company during that each fiscal year. Any bonus for a fiscal year will be paid within 211/2 21⁄2 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The determinations of the Company's Board of Directors or its compensation committee Compensation Committee with respect to your bonus will be final and binding. View More
Cash Compensation. Your annual base salary will be $400,000, payable in accordance with the Company's normal payroll practices (as such may be increased from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. You will initially be eligible to receive an annual cash bonus, with a target amount during each calendar year of the Company equal to 25% of the Base Salary (the "Target Bonus" and the actual amount awarded, the "Actual Bonus"), based upon the achievement o...f performance objectives established by the CEO and subject to the terms of the applicable bonus plan(s). For calendar year 2018, your Target Bonus shall be pro-rated for the number of days in the calendar year during the period between your Start Date and December 31, 2018; provided that in order to receive payment of any Actual Bonus, you must be employed by the Company on the last day of such calendar year to which such bonus relates and at the time bonuses are paid. Your Actual Bonus will be paid by the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later.View More
Cash Compensation. Your annual base salary will be $400,000, Four Hundred Thousand ($400,000) Dollars, payable in accordance with the Company's normal payroll practices (as such may be increased from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. You will initially be eligible to receive an annual cash bonus, with a target amount during each calendar year of the Company equal to 25% of the Base Salary Two Hundred and Fifty Thousand ($250,000) Dollars (the "Ta...rget Bonus" and the actual amount awarded, the "Actual Bonus"), based upon the achievement of performance objectives established by the CEO Board and subject to the terms of the applicable bonus plan(s). For calendar year 2018, 2017, your Target Bonus shall be pro-rated for the number of days in the calendar year during the period between your Start Date and December 31, 2018; 2017 and your Actual Bonus for that calendar year shall be no less than $125,000; provided that in order to receive payment of any Actual Bonus, you must be employed by the Company on the last day of such calendar year to which such bonus relates and at the time bonuses are paid. paid, except as set forth in Sections 7(b) or 7(c). Your Actual Bonus will be paid by the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later. View More
Cash Compensation. Effective May 1, 2018, your base salary will be at an annualized rate of $350,000 per year, payable in accordance with the Company's standard payroll schedule. The base salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. Effective May 1, 2018, your base salary will be at an annualized rate of $350,000 $291,720 per year, payable in accordance with the Company's standard payroll schedule. The base salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time.
Cash Compensation. (a) Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or chairperson of the Board and (ii) a member or chairperson of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member $42,500 Audit Committee Chair $25,000 Member (Non-Chair) $12,500 Compensation Committee Chair $15,000 Member (Non-Chair) $7,500 Nominating and ...Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 * The chairperson of the Board is eligible to receive a retainer for service as the chairperson and an additional retainer for service as a member of the Board. The chairperson of each Committee is eligible to receive a retainer for service as the chairperson, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit.View More
Cash Compensation. (a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers for service as (i) a member and/or chairperson chair of the Board and (ii) a member or chairperson chair/co-chair of a committee of the Board ("Committee") set forth below, as applicable. Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member $42,500 $40,000 Audit Committee Chair $25,000 $20,000 Member (Non-Chair) $12,500 $10,000 Compensation Committee ...Chair $15,000 Member (Non-Chair) $7,500 Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 Research and Development Committee Chair/Co-Chair $15,000 Member (Non-Chair/Co-Chair) $7,500 * The chairperson chair of the Board is eligible to receive a retainer for service as the chairperson chair and an additional retainer for service as a member of the Board. The chairperson chair/co-chair of each Committee is eligible to receive a retainer for service as the chairperson, chair/co-chair, but not an additional retainer for service as a member of the Committee. The annual retainers will be paid in arrears in four equal quarterly installments, earned upon the completion of service in each calendar quarter. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on the first day of a calendar quarter, will be eligible to receive a pro rata amount of the annual retainers described above with respect to the calendar quarter in which such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata amount reflects a reduction for each day during the calendar quarter prior to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock quarter and partial service for that quarter will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. receive pro rata treatment. 179018670 v6 (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit. View More
Cash Compensation. (a) Annual (a)Annual Retainers. Each Non-Employee Director will be eligible to receive the following annual retainers cash retainer fees for service as (i) a member and/or chairperson of the Board and (ii) a member or and/or chairperson of a committee of the Board ("Committee") (each a "Committee") as set forth below, in the table below. Each Non-Employee Director who serves as applicable. chairperson of the Board and/or a Committee will receive the applicable additional Chairperson retainer(s) ...in addition to the member retainer(s) for such service Board or Committee Type of Retainer* Amount (Per Year) Board Chair $35,000 Member $42,500 $45,000 Lead Director $17,500 (Additional to Board Member Retainer) Audit Committee Chair $25,000 Member (Non-Chair) $12,500 $10,000 Chairperson $15,000 (Additional to Committee Member Retainer) Compensation Committee Chair $15,000 Member (Non-Chair) $7,500 Chairperson $10,000 (Additional to Committee Member Retainer) Nominating and Corporate Governance Committee Chair $10,000 Member (Non-Chair) $5,000 * The chairperson of the Board is eligible Chairperson $5,000 (Additional to receive a retainer for service as the chairperson and an additional retainer for service as a member of the Board. The chairperson of each Committee is eligible to receive a retainer for service as the chairperson, but not an additional retainer for service as a member of the Committee. Member Retainer) The annual retainers will be paid in arrears cash on, or soon after, the date of the Company's annual meeting of stockholders and are paid in four equal quarterly installments, earned upon consideration of the completion Non-Employee Director's service for the twelve months following the annual meeting of service in each calendar quarter. stockholders. Notwithstanding the foregoing, each person who is elected or appointed to be a Non-Employee Director or who is appointed to serve on one of the Committees set forth above or as the chairperson of the Board or one of the Committees set forth above, in each case other than on at the first day annual meeting of a calendar quarter, stockholders, will be eligible to receive a pro rata pro-rated amount of the annual retainers described above with respect to based on the calendar quarter in which date such person becomes a Non-Employee Director, a member of one of the Committees, or the chairperson of the Board or one of the Committees, as applicable, which pro rata pro-rated amount reflects a reduction for each day during from the calendar quarter prior date of the previous annual meeting to the date of such election or appointment. The annual retainers will be paid on a pro-rata basis in arrears after the end of each quarter in the form of cash, or alternatively, at each Non-Employee Director's election in January each calendar year during an open trading window in the form of fully vested shares of Common Stock issued under the 2018 Plan based on the Fair Market Value of the Common Stock (as determined in accordance with the 2018 Plan) on the date the retainer payment would otherwise have been paid (i.e., the last day of the quarter). An election to be paid in Common Stock will be applied to each quarter's payment during the calendar year of such election. (b) Expenses. (b)Expenses. Each Non-Employee Director will be eligible for reimbursement from the Company for all reasonable out-of-pocket expenses incurred by the Non-Employee Director in connection with his or her attendance at Board and Committee meetings. To the extent that any taxable reimbursements are provided to a Non-Employee Director, they will be provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance thereunder and any state law of similar effect, including, but not limited to, the following provisions: (i) the amount of any such expenses eligible for reimbursement during the Non-Employee Director's taxable year may not affect the expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of an eligible expense must be made no later than the last day of the Non-Employee Director's taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit. View More
Cash Compensation. The Company will pay you a starting salary at the rate of $375,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition to your salary, you will be eligible to participate in the Annual Performance-Based Cash Incentive Award Program which is based on the achievement of Company performance goals and your personal goals to be set with ...your manager. Your initial bonus target will be 40% of your annual base salary.View More
Cash Compensation. The Company will pay you a starting salary at the rate of $375,000 $350,000 per year, payable in accordance with the Company's standard payroll schedule. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. In addition to your salary, you will be eligible to participate in the Annual Performance-Based Cash Incentive Award Program which is based on the achievement of Company performance goals and your personal goals to be ...set with your manager. Your initial bonus target benchmark will be 40% 25% of your annual base salary. View More
Cash Compensation. Annual Salary. Executive's base salary shall be $300,000 per year (the "Annual Salary"), which shall be payable in accordance with the Company's standard payroll schedule (but in no event less frequent than on a monthly basis), and may be increased from time to time at the discretion of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"). The Compensation Committee shall review Executive's Annual Salary at least annually and may increase the Annual Salar...y from time to time at its sole discretion. Any increased Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof. Executive's Annual Salary shall not be decreased without his prior written consent at any time during the Employment Period. Annual Target Bonus. Executive shall also be entitled to receive an annual target incentive bonus of up to 50% of the Executive's current salary. The annual bonus shall be based upon the Company achieving the annual goals determined by the Compensation Committee. The amount of the annual target bonus payable to Executive with respect to any given year shall be determined by the Compensation Committee. The annual bonus shall be paid no later than the end of March following the year for which such bonus is being paid. 1 C. Applicable Withholdings. The Company shall deduct and withhold from the compensation payable to Executive hereunder any and all applicable federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees.View More
Cash Compensation. Annual Salary. Executive's base salary shall be $300,000 $350,000 per year (the "Annual Salary"), which shall be payable in accordance with the Company's standard payroll schedule (but in no event less frequent than on a monthly basis), and may be increased from time to time at the discretion of the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"). The Compensation Committee shall review Executive's Annual Salary at least annually and may increase the Ann...ual Salary from time to time at its sole discretion. Any increased Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof. Executive's Annual Salary shall not be decreased without his prior written consent at any time during the Employment Period. Annual Target Bonus. Executive shall also be entitled to receive an annual target incentive bonus of up to 50% 60% of the Executive's current salary. The annual bonus shall be based upon the Company achieving the annual goals determined by the Compensation Committee. The amount of the annual target bonus payable to Executive with respect to any given year shall be determined by the Compensation Committee. The annual bonus shall be paid no later than the end of March following the year for which such bonus is being paid. 1 Exhibit 10.1 C. Signing Bonus. Executive shall receive a signing bonus (the "Signing Bonus") of $150,000, less applicable withholding taxes, payable in a lump sum within thirty (30) days after the Start Date. If, prior to the one year anniversary of the Start Date, Executive voluntarily terminates his employment or the Company terminates him for Cause, Executive shall repay the Company the gross amount of the Signing Bonus, within thirty (30) days of such termination date. In such event, to the extent permissible under applicable law, the Company may offset the amount of the Signing Bonus owed by Executive from any compensation due to the Executive upon his termination of employment. Applicable Withholdings. The Company shall deduct and withhold from the compensation payable to Executive hereunder any and all applicable federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees. View More
Cash Compensation. Annual Salary. The Executive's annual base salary (the "Annual Salary") shall be $300,000 per year determined by the Compensation Committee of the Board (the "Annual Salary"), which "Compensation Committee"), and shall be payable in accordance with the Company's standard payroll schedule for its executive officers (but in no event less frequent than on a monthly basis), and may be increased from time to time at the discretion of the Compensation Committee of the Company's Board of Directors (the... "Compensation Committee"). basis). The Compensation Committee shall review the Executive's Annual Salary at least annually and may increase shall make a determination regarding any changes to the Annual Salary from time to time at its sole discretion. Salary. Any increased Annual Salary changed annual salary shall thereupon be the "Annual Salary" for the purposes hereof. Executive's Annual Salary shall not be decreased without his prior written consent at any time during the Employment Period. Annual Target Bonus. The Executive shall also be eligible to participate in the Company's cash incentive plan as adopted by the Compensation Committee at levels and upon attainment of such corporate and/or individual performance targets as shall be established by the Compensation Committee from time to time. The Executive shall be entitled to receive an annual target incentive bonus of up to 50% bonuses, cash or otherwise, in the discretion of the Executive's current salary. The annual bonus shall be based upon the Company achieving the annual goals determined by the Compensation Committee. The amount of the annual target bonus payable Committee, from time to Executive with respect to any given year shall be determined by the Compensation Committee. The annual bonus shall be paid no later than the end of March following the year for which such bonus is being paid. 1 C. time. Applicable Withholdings. The Company shall deduct and withhold from the compensation payable to the Executive hereunder under this Agreement any and all applicable federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees. View More
Cash Compensation. (a) Base Salary. During the Term of this Agreement, Executive shall receive a base salary at a gross rate of Two Hundred and Fifty Thousand Dollars ($250,000) per annum (the "Base Salary"), payable in substantially equal installments in accordance with the Company's normal payroll practices for payment of its employees, as in effect from time to time. Executive's Base Salary shall be subject to upward adjustment from time to time, as determined by the Board (or a committee thereof) in its sole d...iscretion, but shall not be adjusted downward. (b) Bonuses - Other Compensation. Executive shall be eligible to receive a target annual performance cash bonus of 100% of Executive's then-Base Salary ("Annual Target Bonus"). Executive's Annual Target Bonus is not guaranteed and will be based on the Company's performance and/or Executive's individual performance as determined by the Compensation Committee of the Board (the "Committee") in its discretion. The actual payout for this award will be calculated based solely on achievement against performance measures approved by the Committee. Each year, specific targets will be approved by the Committee in the year's first quarter and communicated to Executive following such approval. Performance against these goals will be assessed after year end, with payout made no later than March 15 of the year following the year in respect of which the bonus was earned, subject to Executive's continued employment through the payment date. In addition, during the Term of this Agreement, the Board, in its sole discretion, may award additional compensation to Executive other than as specifically provided by this Agreement. (c) Health Insurance. During the Term of this Agreement, the Company shall pay for the cost of medical insurance for coverage for Executive and his family. (d) Car Allowance. During the Term of this Agreement, Executive shall receive a $2,500 a month car allowance.View More
Cash Compensation. (a) Base Salary. During the Term of this Agreement, Executive shall receive a base salary at a gross rate of Two One Hundred and Fifty Twenty-Five Thousand Dollars ($250,000) ($125,000) per annum (the "Base Salary"), payable in substantially equal installments in accordance with the Company's normal payroll practices for payment of its employees, as in effect from time to time. Upon the Company's successful initial public offering, Executive Base Salary shall be increased to Two Hundred Fifty Th...ousand Dollars ($250,000) per annum. Executive's Base Salary shall be subject to upward adjustment from time to time, as determined by the Company's Board (or of Directors (the "Board"), or a committee thereof) thereof, in its sole discretion, but shall not be adjusted downward. (b) Bonuses - Other Compensation. Executive shall be eligible to receive a target annual performance cash bonus of up to 100% of Executive's then-Base Salary ("Annual Target Bonus"). Executive's Annual Target Bonus is not guaranteed and will be based on the Company's performance and/or Executive's individual performance as determined by the Compensation Committee of the Board (the "Committee") in its discretion. The actual payout for this award will be calculated based solely on achievement against performance measures approved by the Committee. Each year, specific targets will be approved by the Committee in the year's first quarter and communicated to Executive following such approval. Performance against these goals will be assessed after year end, with payout made no later than March 15 of the year following the year in respect of which the bonus was earned, subject to Executive's continued employment through the payment date. bonus period. In addition, during the Term of this Agreement, the Board, in its sole discretion, may award additional compensation to Executive other than as specifically provided by this Agreement. (c) Health Insurance. During the Term of this Agreement, the Company shall pay for the cost of medical and dental insurance for coverage for Executive and his family. (d) Car Allowance. During spouse in accordance with the Term of this Agreement, Executive shall receive a $2,500 a month car allowance. Company's medical and dental plan as in effect from time to time. View More
