Cash Compensation Contract Clauses (553)

Cash Compensation. A. Base Salary. Effective as of the Effective Date, you shall continue to be entitled to receive a base salary at the rate of $600,000 per year (as adjusted from time to time, your "Base Salary"), payable in accordance with the Company's standard payroll schedule and subject to required tax withholding and other authorized deductions. Your Base Salary shall be subject to adjustment from time to time, as determined by the Board or its Compensation Committee (the "Compensation Committee"). B. Bonu...s: Beginning on January 1, 2022, in addition to your Base Salary, you will be eligible to earn an annual cash performance bonus, which shall be targeted at 75% of your Base Salary (the "Target Bonus"). The amount of your Target Bonus that will be payable to you in respect of any fiscal year shall be based on the attainment of performance metrics and/or individual performance objectives, in each case established and evaluated by the Board or the Compensation Committee. In the event you and/or the Company fail to meet threshold performance for the metrics and objectives for a fiscal year, you will not be entitled to any portion of your Target Bonus. Otherwise, the 1 amount payable to you may range from 50% of your Target Bonus at threshold performance to 150% of your Target Bonus for performance at or above the maximum level established by the Board or Compensation Committee. Any portion of the Target Bonus earned by you will be paid in the year following the year to which the annual bonus relates, provided you remain employed by the Company through the applicable payment date. View More

Cash Compensation. a. Annual Retainer. Each Independent Director shall be eligible to receive an annual retainer of $50,000 for service on the Board. In addition, an Independent Director serving as: i. chairman of the Board shall be eligible to receive an additional annual retainer of $30,000 for such service; ii. chairman of the Audit Committee shall be eligible to receive an additional annual retainer of $20,000 for such service; iii. members (other than the chairman) of the Audit Committee shall be eligible to ...receive an additional annual retainer of $10,000 for such service; iv. chairman of the Human Capital Management and Compensation Committee shall be eligible to receive an additional annual retainer of $15,000 for such service; v. members (other than the chairman) of the Human Capital Management and Compensation Committee shall be eligible to receive an additional annual retainer of $7,500 for such service; vi. chairman of the Nominating and Corporate Governance Committee shall be eligible to receive an additional annual retainer of $10,000 for such service; and vii. members (other than the chairman) of the Nominating and Corporate Governance Committee shall be eligible to receive an additional annual retainer of $5,000 for such service. b. Payment of Cash Compensation. i. Annual retainer fees shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than 30 days following the end of each calendar quarter. In the event that an Independent Director does not serve as a director for an entire calendar quarter, the retainer paid to such Independent Director shall be prorated for the portion of such calendar quarter actually served as a director. 1 ii. Committee retainer fees shall also be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than 30 days following the end of each calendar quarter. In the event an Independent Director does not serve in the applicable committee position(s) described in Section 1(a) for an entire calendar quarter, the retainer paid to such Independent Director shall be prorated for the portion of such calendar quarter actually served in such committee position(s). iii. Any Independent Director who ceases service on the board of directors of Ligand and commences service on the Board in connection with the consummation of the Merger will not be entitled to any annual retainer fees and/or committee retainer fees in respect of services provided during the period beginning on the Effective Date and ending on the date of the next occurring annual meeting of the Company's stockholders; provided, however, that any such Independent Director will be entitled to any amount by which the annual retainer fees and/or committee retainer fees to which the Independent Director would be entitled under this Director Compensation Policy for such period (based on his or her committee assignments following the Effective Date) are greater than those for which the Independent Director received payment from Ligand prior to the Effective Date for such period. View More

Cash Compensation. 2.1 Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $240,000 per year (the "Base Salary"), less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. Notwithstanding, in the event that during Executive's employment, the Company raises at least $5,000,000 in gross proceeds in an equity financing ("Qualified Financing"), then on the closing of such Qualified Financing, Executive's... salary will be adjusted to $350,000, which will be the then applicable Base Salary. For purposes of clarity hereunder, no capital raised prior to March 12, 2022 will be considered or qualify towards a Qualified Financing. 2.2 Bonus. In addition, Executive will be eligible to be considered for a discretionary annual target bonus of 60% of the Base Salary, of which (i) 50% of such bonus based on certain corporate revenue targets and metrics ("Revenue Bonus") and (ii) 50% of such bonus based on certain corporate profit and loss targets and metrics ("P&L Bonus"), each of which is to be determined and approved by the Board or the Compensation Committee thereof, including pursuant to an annual incentive plan or similar plan approved in good faith by the Board and Executive of each year, which will be based on the Base Salary at the time such plan is approved (collectively, the "Cash Bonus"). Executive must remain an employee in good standing of the Company on the Cash Bonus payment date in order to be eligible for any Cash Bonus. In the event that the Board determines that the Company does not have sufficient liquidity to pay a Cash Bonus, the Board may make such payment in equivalent value of restricted stock, restricted stock units, or stock options of the Company with such securities to be mutually agreed upon by Executive and the Board. . 2.3 Annual Equity Bonus. In addition to the Base Salary and Cash Bonus, Executive will be eligible to receive an annual market-based equity grant (the "Annual Equity Grant") issued pursuant to the terms of one of the Company's equity compensation plans then in effect. The actual amount of such Annual Equity Grant, if any, will be determined by the Board based upon Company performance, its financial condition (including market value and capitalization), Executive's achievement of performance milestones and any other factors that the Board, in its reasonable good faith discretion, deems appropriate. Achievement of such milestones or any such other factors shall be determined by the Board in its reasonable good faith discretion. In connection with such grants, the Executive shall enter into one of the Company's standard equity grant agreements which will incorporate the vesting schedule and other terms as determined by the Board. View More

Cash Compensation. In this position, the Company will pay you an annual base salary of $400,000, payable in accordance with the Company's standard payroll schedule. Your pay will be periodically reviewed as a part of the Company's regular reviews of compensation. You will also be eligible to participate in the Company's bonus program with an annual target bonus of 40% of your annual base salary.

Cash Compensation. The Company will pay you a starting salary at the rate of $400,000.00 per year, payable in accordance with the Company's standard payroll schedule and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at the Company's discretion. In addition, in the first payroll following your commencement of employment with the Company, you will receive a one-time bonus of $150,000.00 (the "Signing Bonus"), less applicable deductions and withholdi...ngs. Notwithstanding the foregoing, if your employment with the Company is terminated voluntarily by you (except for Good Reason, as defined below), prior to the twelve (12) month anniversary of your start date as an employee of the Company, you agree that you will not have earned the Signing Bonus or any prorated portion thereof and that you will be required to pay the full $150,000.00 of the Signing Bonus to the Company within thirty (30) days of the end of your employment. View More

Cash Compensation. (a) Salary. As of the Effective Date, your salary will be two hundred twenty-five thousand dollars ($275,000) annually, less payroll deductions and withholdings. It will be paid on the Company's regular payroll schedule, and will be subject to annual review by the Board. So long as you remain an employee of the Company, you will not receive any additional compensation for your membership on the Company's Board. If you remain a Board member following the last day of your employment with the Compa...ny, the Company will revisit your compensation as a Board member. Amended Employment Offer Page 2 (b) Target Annual Bonus. In addition, you will be eligible for an annual incentive bonus of up to 60% of your base salary, based on the achievement of performance objectives to be determined by the Board. The annual bonus for the 2020 fiscal year will be prorated based upon your salary and target bonus level in the Original Offer Letter before the Effective Date and the length of employment during the 2020 fiscal year after the Effective Date of this Amended Offer Letter. Any bonus for a fiscal year will be considered earned and will be paid within 3 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The good faith determinations of the Board with respect to your bonus will be final and binding. View More

Cash Compensation. Your current annual base salary is $550,000, payable in accordance with the Company's standard payroll schedule.

Cash Compensation. The Company will pay you a starting salary at the rate of $310,000 per year, subject to applicable withholdings, payable in accordance with the Company's standard payroll schedule which is currently semi-monthly payments. This salary will be subject to adjustment pursuant to the Company's employee compensation policies in effect from time to time. As an exempt salaried employee, you will be expected to work hours as required by the nature of your work assignments, including hours beyond the Comp...any's normal business hours, and you will not be eligible for nor entitled to receive overtime compensation. Pamela Wapnick November 11, 2017 Page 2 In addition to your salary, the Company will reimburse you for reasonable rental and travel expenses to and from your current home. The Company will gross up these expenses for the applicable taxes. The maximum Company reimbursement will be $50,000 per annum, and can be adjusted with approval by the CEO. View More

Cash Compensation. a. Base Salary. Your initial annual base salary (the "Base Salary") will be $300,000 following the Effective Date, payable in accordance with the Company's normal payroll practices. Thereafter, your annual base salary may be increased as determined by the Board following the recommendation of the Compensation Committee of the Board (the "Compensation Committee"). b. Target Bonus. You will be eligible for an annual bonus. Your initial annual bonus target will be 40% of your Base Salary for the ap...plicable fiscal year (your "Target Bonus"), and the actual bonus amount awarded (your "Actual Bonus") will be determined by the Compensation Committee of the Board, in its sole discretion, based upon its evaluation of whether you and the Company have achieved mutually agreed Company and individual performance objectives. To receive payment of any Actual Bonus, you must be employed by the Company on the last day of the period to which such bonus relates and at the time bonuses are paid, except as otherwise provided herein. The Actual Bonus shall paid no later than March 15 of the year following the year to which the performance objectives relate. Your bonus participation will be subject to all the terms, conditions and restrictions of the applicable Company bonus plan or program, if any, as may be amended from time to time, but only to the extent such plan or program is consistent with this Agreement. Your Actual Bonus for fiscal year 2020, year ended January 31, 2020, will be determined by the Board based on achievement of Company financial and other performance metrics determined by the Board, pro-rated based upon the number of days you are employed during fiscal year 2020 after the Effective Date. View More

Cash Compensation. In this position, the Company will pay you an annual base salary payable in accordance with the Company's standard payroll schedule. Your pay will be periodically reviewed as a part of the Company's regular reviews of compensation.