Grouped Into 338 Collections of Similar Clauses From Business Contracts
This page contains Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation. 2.1 Salary. Executive shall receive for Executive's services to be rendered hereunder an initial annualized base salary of $388,125, subject to annual review, and adjusted from time to time by the Company in its sole discretion, payable semi-monthly subject to standard federal and state payroll withholding requirements in accordance with Company's standard payroll practices ("Base Salary"). 2.2 Bonus. Executive shall be eligible to earn a discretionary annual cash bonus, with the initial target ...amount of such bonus equal to 40 percent of the Executive's then-current Base Salary, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements. Whether or not Executive earns any bonus will be dependent upon (a) the actual achievement by Executive and the Company of the applicable individual and corporate performance goals, as determined by the Board (b) the Company's actual financial performance during the applicable year; and (c) Executive's continuous performance of services to the Company through the date any bonus is paid. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. In all events, any bonus earned pursuant to this Section 2.2 will be paid on or before March 15 of the calendar year following the calendar year for which it is earned. 2.3 Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Company's standard expense reimbursement policy. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. 2.4 Equity Grants. Executive shall be eligible for grants of additional equity in the Company, from time to time and at the Board's discretion, subject to the terms of the Company's 2014 Equity Incentive Plan and any amendments thereto, and any applicable stock option agreements.View More
Compensation. 2.1 Salary. 2.2 Bonus. During the period Executive is employed with the Company, Executive shall receive be eligible to earn for Executive's services to be rendered hereunder an initial annualized base salary of $388,125, subject to annual review, and adjusted from time to time by the Company in its sole discretion, payable semi-monthly subject to standard federal and state payroll withholding requirements in accordance with Company's standard payroll practices ("Base Salary"). 2.2 Bonus. Execut...ive shall be eligible to earn under this Agreement a discretionary annual cash bonus, with the initial target amount bonus of such bonus equal up to 40 percent 35% of the Executive's then-current Base Salary, Salary ("Target Amount"), subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements. Whether or not Executive earns any bonus will be dependent upon (a) the actual achievement by Executive and the Company of the applicable individual and corporate performance goals, as determined by the Board (b) the Company's actual financial performance during the applicable year; and (c) Executive's continuous performance of services to the Company through the date any bonus is paid. paid; and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the CEO. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. In all events, The Board will determine in its sole discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of the bonus, which could be above or below the Target Amount (and may be zero). Any bonus shall be subject to the terms of any bonus earned pursuant to this Section 2.2 applicable incentive compensation plan adopted by the Company. Any bonus, if earned, will be paid on or before March 15 of to Executive within the calendar year following time period set forth in the calendar year for which it is earned. incentive compensation plan. 2.3 Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Company's standard expense reimbursement policy. policy, as the same may be modified by the Company from time to time. The Company shall reimburse Executive for all customary and appropriate business-related expenses actually incurred and documented in accordance with Company policy, as in effect from time to time. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"): Code: (a) any such reimbursements will be paid bepaid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement thisAgreement will not be subject to liquidation or exchange for another benefit. 2.4 Equity Grants. Executive shall be eligible for grants of additional equity in the Company, from time to time and at the Board's discretion, subject to the terms of the Company's 2014 Equity Incentive Plan and any amendments thereto, and any applicable stock option agreements.View More
Compensation. 2.1 Salary. Executive shall receive for Executive's services to be rendered hereunder a salary based on an initial annualized annualized, full-time base salary of $388,125, salary, initially $405,000, subject to annual review, and adjusted from time to time by the Company in its sole discretion, discretion (the "Full-Time Base Salary") prorated based on the percentage of time that Executive is devoting to the business of the Company as agreed from time to time by the Executive and the Company in... writing (the "Pro-rated Base Salary") payable semi-monthly subject to standard federal and state payroll withholding requirements in accordance with Company's standard payroll practices ("Base Salary"). practices. Upon the Effective Date of this Agreement the Company and Executive agree that he will devote fifty percent (50%) of his business time and attention to the Company, and therefore his initial Pro-rated Base Salary will be fifty percent (50%) of the Full-Time Base Salary ($202,500). 2.2 Bonus. Executive shall be eligible to earn a discretionary annual cash bonus, with the initial target amount of such bonus equal to 40 percent of the Executive's then-current Base Salary, base salary Executive received from the Company for the relevant calendar year, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements. Whether or not Executive earns any bonus will be dependent upon (a) the actual achievement by Executive and the Company of the applicable individual and corporate performance goals, as determined by the Board (b) the Company's actual financial performance during the applicable year; and (c) Executive's continuous performance of services to the Company through the date any bonus is paid. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. In all events, any bonus earned pursuant to this Section 2.2 will be paid on or before March 15 of the calendar year following the calendar year for which it is earned. 2 2.3 Expense Reimbursement. The Company will reimburse Executive for reasonable business expenses in accordance with the Company's standard expense reimbursement policy. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. 2.4 Equity Grants. Executive shall be eligible for grants of additional equity in the Company, from time to time and at the Board's discretion, subject to the terms of the Company's 2014 Equity Incentive Plan and any amendments thereto, and any applicable stock option agreements. View More
Compensation. 2.1 (a) Base Salary. During Executive's employment with the Company, the Company shall pay Executive shall receive for Executive's services to be rendered hereunder an initial annualized a base salary at the annual rate of $388,125, four hundred thousand dollars ($400,000), less payroll deductions and withholdings, which shall be payable in accordance with the standard payroll practices of the Company. Executive's base salary shall be subject to annual review, periodic review and adjusted adjust...ment by the Board from time to time by in the Company in its sole discretion, payable semi-monthly subject to standard federal and state payroll withholding requirements in accordance with Company's standard payroll practices ("Base Salary"). 2.2 discretion of the Board. (b) Annual Performance Bonus. Executive shall be eligible to earn for a discretionary annual cash bonus, with the initial target amount of such bonus equal to 40 percent up to 50% of the Executive's then-current Base Salary, base salary (the "Target Amount"), subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard federal and state payroll withholding requirements. requirements, if applicable. Whether or not Executive earns is awarded any bonus will be dependent upon (a) the actual achievement by Executive and the Company of the applicable individual and corporate performance goals, as determined by the Board (b) the Company's actual financial performance during the applicable year; and (c) Executive's continuous performance of services to the Company through the date any bonus is paid. paid; and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the Board in its sole discretion. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. In all events, The Board will determine in its sole discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of any such bonus, which could be above or below the Target Amount (and may be zero). Any bonus earned pursuant shall be subject to this Section 2.2 the terms of any applicable incentive compensation plan adopted by the Company. Any bonus, if awarded, will be paid on or before March 15 to Executive within the time period set forth in any applicable incentive compensation plan, but, in any event, within two and one-half months following the end of the calendar year following annual performance period during which the calendar year for which it bonus is earned. 2.3 Expense Reimbursement. The (c) Reimbursement of Expenses. Company will promptly reimburse Executive for reasonable expenses he reasonably incurs in connection with the performance of his duties (including business travel and entertainment expenses), in accordance with Company's standard expense reimbursement policy, as the same may be modified by Company from time to time; provided, however, that Executive has provided Company with documentation of such expenses in accordance with the Company's standard expense reimbursement policy. policies and applicable tax requirements. For the avoidance of doubt, to the extent that any reimbursements payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. 2.4 Equity Grants. Executive shall be eligible for grants of additional equity in the Company, from time to time and at the Board's discretion, subject to the terms of the Company's 2014 Equity Incentive Plan and any amendments thereto, and any applicable stock option agreements.View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of $505,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. During your employment, you will be eligible for an annual discretionary bonus with a target amount of 50% of your then current annual Base Salary, prorated for the number of days employed in a calendar year (the ..."Annual Bonus"). Whether you receive an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board of Directors of the Company and/or its Compensation Committee (the "Board") in its discretion based upon the achievement of corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board. You must continue to be employed through the date the Annual Bonus is paid in order to earn such bonus. The Annual Bonus, if any, shall be paid to you in a lump sum no later than March 15th of the calendar year that follows the performance year, subject to applicable payroll deductions and withholdings.View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of $505,000 $455,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. During your employment, you You will be eligible for an annual discretionary bonus with a target amount of 50% of your then current annual Base Salary, prorated for the number of days employed in a calend...ar year (the "Annual Bonus"). Whether you receive an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board of Directors of the Company and/or its Compensation Committee (the "Board") in its discretion based upon the achievement of corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board. You must continue If your employment terminates for any reason prior to be employed through the date the such Annual Bonus, if any, is paid, then you will not have earned an Annual Bonus is paid for that year and will not receive any portion of it, except as provided in order to earn such bonus. Section 8. The Annual Bonus, if any, earned, shall be paid to you in a lump sum no later than March 15th of the calendar year that follows the performance year, subject to applicable payroll deductions and withholdings. 2.3 Equity. Subject to approval by the Board, you shall be granted an option to purchase 59,337 shares of Common Stock in the Company (the "Option") pursuant to the Company's 2017 and 2019 Equity Incentive Plans (as amended from time to time, the "Plan"). The exercise price of the Option shall be the minimum permissible amount, and such exercise price, as well as all other matters related to the Option, will be governed by and subject to the terms and conditions set forth in the Plan, and the stock option agreement you will be required to execute. Upon a Change in Control, the vesting and exercisability of all unvested shares subject to the Option shall accelerate and become immediately vested and exercisable as of the date of the closing of the Change in Control (the "CIC Equity Acceleration"). The CIC Equity Acceleration shall be subject to your Continuous Service (as defined in the Plan) up to and including the closing date of such Change in Control. View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of $505,000 $550,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. During your employment, you You will be eligible for an annual discretionary bonus with a target amount of 50% 60% of your then current annual Base Salary, prorated for the number of days employed in a ca...lendar year (the "Annual Bonus"). Whether you receive an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board of Directors of the Company and/or (and/or its Compensation Committee (the "Board") Committee) in its discretion based upon the achievement of corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board. Board (and/or its Compensation Committee). You must continue to be employed through the date the Annual Bonus is paid in order to earn such bonus. The Annual Bonus, if any, earned, shall be paid to you in a lump sum no later than March 15th of the calendar year that follows the performance year, subject to applicable payroll deductions and withholdings. 2.3 Equity. Your equity awards will continue to be governed by the terms of the 2020 Equity Incentive Plan and the grant documents thereunder. You will remain eligible to receive future equity awards at the discretion of the Board or the Compensation Committee. View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of $505,000 $825,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. Your Base Salary shall be subject to periodic review for any increase in the Board's discretion. Any such increased amount shall be your "Base Salary" for all purposes thereafter. 2.2 Annual Bonus. During your employment, ...you You will be eligible for an annual discretionary bonus with a target amount of 50% of your then current annual Base Salary, prorated for the number of days employed in a calendar year Salary (the "Annual Bonus"). Whether you receive an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board of Directors of the Company and/or its Compensation Committee (the "Board") in its discretion based upon the achievement of corporate and/or individual objectives and milestones that are determined in the sole discretion of the Board. Board and other criteria to be determined by the Board in consultation with you. You must continue to be employed through the date the Annual Bonus is paid in order to earn such bonus. If your employment terminates for any reason prior to the payment date, you will not have earned, and will not be paid, any pro-rated bonus. The Annual Bonus, if any, earned, shall be paid to you in a lump sum no later than March 15th of the calendar year that follows the performance year, subject to applicable payroll deductions and withholdings. 2.3 Equity. View More
Compensation. (a) Base Salary. During the Employment Term, the Company will pay Executive an initial annualized salary of $385,000 as compensation for services (the "Base Salary"). The Base Salary shall be paid in equal installments in accordance with the Company's normal payroll practices and subject to required withholding and deductions. The Base Salary will be subject to review and adjustments will be made based upon the Company's normal performance review practices. (b) Bonus. Subject to the terms and co...nditions set forth in the Trevena, Inc. Incentive Compensation Plan (the "ICP"), Executive may be eligible to receive an annual bonus in a target amount of 45% of the Base Salary, subject to, among other things, the achievement of corporate and individual performance objectives, which shall be established and assessed by the Company (the "Target Bonus"). For 2018, such objectives will be established within the first thirty (30) days after the Effective Date. For each subsequent calendar year, these objectives generally will be established within 90 days after the start of such calendar year. The Company reserves the right to modify the terms of the ICP, the Target Bonus and other components of bonus compensation and criteria from year to year. (c) Equity Award. Following the Effective Date, Executive will be eligible to receive awards of stock options, restricted stock or other equity awards under the Plan based upon Executive's performance, as determined by the Board from time to time. The Board or the Compensation Committee will determine in its discretion the timing and amount, if any, of any grant of such future equity awards to the Executive.View More
Compensation. (a) Base Salary. During the Employment Term, the Company will pay Executive an initial annualized salary of $385,000 $365,000 as compensation for services (the "Base Salary"). The Base Salary shall be paid in equal installments in accordance with the Company's normal payroll practices and subject to required withholding and deductions. The Base Salary will be subject to review and adjustments will be made based upon the Company's normal performance review practices. (b) Bonus. Subject to the ter...ms and conditions set forth in the Trevena, Inc. Incentive Compensation Plan (the "ICP"), Executive may be eligible to receive an annual bonus in a target amount of 45% 40% of the Base Salary, subject to, among other things, the achievement of corporate and individual performance objectives, which shall be established and assessed by the Company (the "Target Bonus"). For 2018, such objectives will be established within the first thirty (30) days after the Effective Date. For each subsequent calendar year, these objectives generally will be established within 90 days after the start of such calendar year. The Company reserves the right to modify the terms of the ICP, the Target Bonus and other components of bonus compensation and criteria from year to year. (c) Equity Award. Following Upon approval by the Effective Date, Executive Board of Directors (the "Board") or the Compensation Committee of the Board (the "Compensation Committee"), Employee will be granted a nonstatutory stock option to purchase 200,000 shares of Common Stock, $0.001 par value per share, of the Company (the "Common Stock"), which option is granted under the Trevena, Inc. Inducement Plan (the "Plan") pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4) and not pursuant to the Company's 2013 Equity Incentive Plan, as amended or any other equity incentive plan of the Company, as an inducement that is material to Employee's employment with the Company (the "Inducement Grant"). The Inducement Grant shall have a ten-year term, an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the date of such grant and shall vest as to 6.25% of the shares subject to such option on each quarterly (i.e., every three months) anniversary of the date of grant of the option. The Inducement Grant shall be subject to such other terms as are customary for the Company's options under the Plan and the previously approved form of stock option agreement under the Plan. Employee will be eligible to receive awards of stock options, restricted stock stock, or any other equity awards under the Plan award based upon Executive's performance, on Employee's performance as determined by the Board or Compensation Committee from time to time. The Board or the Compensation Committee will determine in its discretion the timing whether and amount, if any, of when Employee will be granted any grant of such future equity awards to the Executive. awards. View More
Compensation. As compensation for your services to the Company, you will receive $10,000 in cash per year for serving on the Board starting from the date of this Agreement, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
Compensation. As compensation for your services to the Company, you will receive $10,000 in cash compensation as set forth on Schedule B attached hereto (hereinafter, the "Compensation") per year for serving on the Board starting from the date of this Agreement, during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
Compensation. As compensation for your services to the Company, you will receive $10,000 in cash per year compensation as set forth on Schedule B attached hereto (hereinafter, the "Compensation") for serving on the Board starting from the date of this Agreement, which shall be paid to you quarterly in arrears during your term as determined by the Company. a director. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
Compensation. As compensation for your services to the Company, you will receive $10,000 in cash per year compensation as set forth on Schedule B attached hereto (hereinafter, the "Compensation") for serving on the Board starting from the date of this Agreement, which shall be paid to you quarterly in arrears during your term as determined by the Company. a director. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
Compensation. (a) During the Term, the Executive shall be paid an annual base salary of $1,025,000, which may be subject to any increase from time to time by recommendation of the CEOs to, and approval by, the Board of Directors of Holdings (the "Board") or any committee thereof (such amount, as increased, the "Base Salary"). All amounts paid to the Executive under this Agreement shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may be paid more freque...ntly. (b) On November 22, 2019 (the "Grant Date"), the Company shall cause Holdings to grant to the Executive the following: (i) an option to purchase shares of Holdings' common stock, par value $.001 per share (the "Common Stock"), at an exercise price equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date, with the number of shares of Common Stock subject to such option being that necessary to cause the Black-Scholes-Merton value of such option on the Grant Date to be equal to $2,000,000, determined by using inputs consistent with those Holdings uses for its financial reporting purposes. Such option shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit A; (ii) a number of restricted stock units ("RSUs") equal to $2,000,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date. Such RSUs shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached to this Agreement as Exhibit B; and (iii) a number of performance-based restricted stock units ("PRSUs") equal to $4,000,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date. Such PRSUs shall be subject to the terms and conditions set forth in the Performance–Based Restricted Stock Unit Agreement attached to this Agreement as Exhibit C. (c) All compensation paid to the Executive hereunder shall be subject to any payroll and withholding deductions required by applicable law, including, as and where applicable, federal, New York State and New York City income tax withholding, federal unemployment tax and social security (FICA).View More
Compensation. (a) During the Term, the Executive shall be paid an annual base salary of $1,025,000, $1,750,000, which may shall be reviewed no less frequently than annually and shall be subject to any increase (but not decrease) from time to time with approval by recommendation of the CEOs to, and approval by, the Board of Directors of Holdings (the "Board") or any committee thereof thereof; provided that such increase shall be no less than 3% for each of the second and third calendar years during the Term (s...uch amount, as increased, the "Base Salary"). All amounts paid to the Executive under this Agreement shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may be paid more frequently. (b) On November 22, 2019 (the the first business day following the Effective Date on which Holdings and the Executive are not subject to a blackout restriction, which date is expected to be the first business day following the filing by Holdings of its Annual Report on Form 10-K for the year ended December 31, 2020 (such date, as applicable, the "Grant Date"), the Company shall cause Holdings to grant to the Executive the following: (i) an option to purchase shares of Holdings' common stock, par value $.001 per share (the "Common Stock"), at an exercise price equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date, with the number of shares of Common Stock subject to such option being that necessary to cause the Black-Scholes-Merton value of such option on the Grant Date to be equal to $2,000,000, $9,500,000, determined by using inputs consistent with those Holdings uses for its financial reporting purposes. Such option shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit A; (ii) a number of restricted stock units ("RSUs") equal to $2,000,000, $5,000,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date. Such RSUs shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached to this Agreement as Exhibit B; and (iii) a number of performance-based restricted stock units ("PRSUs") equal to $4,000,000, $10,000,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date. Such PRSUs shall be subject to the terms and conditions set forth in the Performance–Based Restricted Stock Unit Agreement attached to this Agreement as Exhibit C. (c) All compensation paid to the Executive hereunder shall be subject to any payroll and withholding deductions required by applicable law, including, as and where 2 applicable, federal, New York State and New York City income tax withholding, federal unemployment tax and social security (FICA). View More
Compensation. As full compensation for all services to be rendered by Executive during the term of this Agreement, the Company will compensate the Executive as follows. 4.1 Base Salary. The Company shall pay the Executive a base salary (the "Base Salary") at the annualized rate of $400,000, which shall be subject to customary withholdings and authorized deductions and shall be payable in equal installments in accordance with the Company's customary payroll practices in place from time to time. The Executive's... Base Salary shall be subject to review on at least an annual basis. The foregoing annualized rate will be effective for fiscal year 2020 and may be reevaluated by the Company's Board of Directors for fiscal year 2021. 4.2 Annual Bonus. (a) The Executive will be eligible to participate in an annual executive bonus plan pursuant to which he may earn a bonus ("Bonus") equal to up to 40% of his Base Salary (such maximum bonus may be referred to as the "Target Bonus"). (b) Prior to the commencement of each calendar year the Company's Board of Directors (the "Board") will establish and approve the Target Bonus for such calendar year. Achievement of the Target Bonus will be based on the Executive meeting individual objectives and the Company meeting Company-wide objectives (collectively, the "Performance Criteria"). (c) The Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria are exceeded. (d) Following the close of each calendar year but in no event later than January 30th, the Board will meet and determine the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based on that determination, payment of the Bonus (if any) shall be made by March 15th. (e) Notwithstanding the foregoing to the contrary (including all Performance Criteria being met), payment of the Bonus shall be at the sole and absolute discretion of the Board, based on, among other things, the financial condition of the Company. 4.3 Stock Option Grants. During the Term (as defined below), subject to the terms of the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the "2014 Plan") or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also shall be eligible to receive from time to time additional stock options or other awards in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. 4.4 Benefits. During his employment and subject to any contribution therefore generally required of employees of the Company, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executive employees of the Company generally. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, deems appropriate. 4.5 Vacations, Sick Time, Holidays, and Other Leave. During the term of his employment, the Executive shall be entitled to paid time off, including vacation time, sick time, holidays, and other leave time, in accordance with the Company's policies in force in its Employee Handbook as of the Effective Date of this Agreement or as such policies may be modified from time to time by the Company. 4.6 Changes to Compensation. The Company may, at its sole discretion, change the terms and conditions of Executive's employment, including without limitation, the terms of the Executive's compensation (other than the terms and conditions of outstanding options or other awards under the 2014 Plan which shall continue to be governed by the applicable award agreements and the 2014 Plan). After completion of the Term (as defined below), the Company shall give the Executive at least 14 days' prior written notice of any changes to Executive's compensation.View More
Compensation. As full compensation for all services to be rendered by Executive during the term of this Agreement, the Company will compensate the Executive as follows. 4.1 Base Salary. The Company shall pay the Executive a base salary (the "Base Salary") at the annualized rate of $400,000, $439,000, which shall be subject to customary withholdings and authorized deductions and shall be payable in equal installments in accordance with the Company's customary payroll practices in place from time to time. The E...xecutive's Base Salary shall be subject to review on at least an annual basis. The foregoing annualized rate will be effective for fiscal year 2020 and may be reevaluated by the Company's Board of Directors for fiscal year 2021. 4.2 Annual Bonus. (a) The Executive will be eligible to participate in an annual executive bonus plan pursuant to which he she may earn a bonus ("Bonus") equal to up to 40% of his her Base Salary (such maximum bonus may be referred to as the "Target Bonus"). (b) Prior to the commencement of each calendar year the Company's Board of Directors (the "Board") will establish and approve the Target Bonus for such calendar year. Achievement of the Target Bonus will be based on the Executive meeting individual objectives and the Company meeting Company-wide objectives (collectively, the "Performance Criteria"). (c) The Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria are exceeded. (d) Following the close of each calendar year but in no event later than January 30th, the Board will meet and determine the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based on that determination, payment of the Bonus (if any) shall be made by March 15th. (e) Notwithstanding the foregoing to the contrary (including all Performance Criteria being met), payment of the Bonus shall be at the sole and absolute discretion of the Board, Board based on, among other things, on the financial condition of the Company. 4.3 Stock Option Grants. During the Term (as defined below), subject to the terms of the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the "2014 Plan") or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also shall be eligible to receive from time to time additional stock options or other awards in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. 4.4 Benefits. During his her employment and subject to any contribution therefore generally required of employees of the Company, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executive employees of the Company generally. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, deems appropriate. 4.5 Vacations, Sick Time, Holidays, -2- 4.4 Vacations and Other Leave. Holidays. During the term of his her employment, the Executive shall be entitled to 15 paid time off, including vacation time, sick time, holidays, and other leave time, days off per calendar year (none of which may be carried over from one year to the next, except as otherwise required by applicable law) as well as those paid public holidays provided for in accordance with the Company's policies in force in its Employee Handbook standard policies, as of the Effective Date of this Agreement or as such policies they may be modified amended from time to time by the Company. 4.6 time. 4.5 Changes to Compensation. The After the Term (as defined below), the Company may, at its sole discretion, change the terms and conditions of Executive's employment, including without limitation, the terms of the Executive's compensation (other than the terms and conditions of outstanding options or other awards under the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Plan (the "2014 Plan") which shall continue to be governed by the applicable award agreements and the 2014 Plan). After completion of the Term (as defined below), the The Company shall give the Executive at least 14 days' prior written notice of any changes to Executive's compensation. such changes. View More
Compensation. As full compensation for all services to be rendered by Executive during the term of this Agreement, the Company will compensate the Executive as follows. 4.1 Base Salary. The Company shall pay the Executive a base salary (the "Base Salary") at the annualized rate of $400,000, $540,000, which shall be subject to customary withholdings and authorized deductions and shall be payable in equal installments in accordance with the Company's customary payroll practices in place from time to time. The E...xecutive's Base Salary shall be subject to review for an upward adjustment on at least an annual basis. The Executive's Base Salary may not be adjusted downward without the Executive's prior written consent. The foregoing annualized rate will be effective for fiscal year 2020 2021 and may be reevaluated by the Company's Board of Directors for fiscal year 2021. 4.2 2022. Annual Bonus. (a) The Executive will be eligible to participate in an annual executive bonus plan pursuant to which he may earn a bonus ("Bonus") equal to up to 40% 50% of his Base Salary (such maximum bonus may be referred to as the "Target Bonus"). (b) Prior to the commencement of each calendar year year, the Company's Board of Directors (the "Board") will establish and approve the Target Bonus for such calendar year. year, provided that such Target Bonus shall not be less than 50% of the Executive's Base Salary. Achievement of the Target Bonus will be based on the Executive meeting individual objectives and the Company meeting Company-wide company-wide objectives (collectively, the "Performance Criteria"). (c) The Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria are exceeded. (d) exceeded or for such additional contributions that the Board may choose to recognize. Following the close of each calendar year but in no event after the later than of January 30th, 30th of the year following the year for which the Bonus is payable or ten business days after completion of the Company's audited financial statements, the Board will meet and determine in its reasonable discretion the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based on that determination, payment of the Bonus (if any) shall be made by March 15th. (e) Notwithstanding at the foregoing same time annual Bonuses are generally paid to the contrary (including all Performance Criteria being met), payment other senior executives of the Company (generally the first regular payroll date following the Board's certification of the achievement of applicable Performance Criteria) (the "Bonus Payment Date"). If the Executive is eligible to receive a Bonus, such Bonus will not be deemed to be fully earned unless Executive is employed by the Company and in good standing on the last day of the fiscal year to which the Bonus relates. The Bonus shall be at paid to the sole and absolute discretion Executive no later than March 15th of the Board, based on, among other things, year following the financial condition of year for which the Company. 4.3 bonus is payable. Stock Option Grants. During the Term (as defined below), Term, subject to the terms of the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Compensation Company's 2021 Stock Incentive Plan (the "2014 Plan") or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Executive also shall be eligible to receive from time to time additional stock options or other equity awards in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. 4.4 Benefits. During his employment and Executive agrees that any equity grants awarded to him as compensation for services as Chief Executive Officer shall be subject to any contribution therefore generally required of employees of clawback policy that the Company, the Executive shall be entitled to participate in any and all employee benefit plans Company established from time to time in effect for executive employees of the Company generally. Such participation shall be subject that is applicable to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, deems appropriate. 4.5 Vacations, Sick Time, Holidays, and Other Leave. During the term of his employment, the Executive shall be entitled to paid time off, including vacation time, sick time, holidays, and other leave time, in accordance with the Company's policies in force in its Employee Handbook as of the Effective Date of this Agreement or as such policies may be modified from time to time by the Company. 4.6 Changes to Compensation. The Company may, at its sole discretion, change the terms and conditions of Executive's employment, including without limitation, the terms of the Executive's compensation (other than the terms and conditions of outstanding options or other awards under the 2014 Plan which shall continue to be governed by the applicable award agreements and the 2014 Plan). After completion of the Term (as defined below), the Company shall give the Executive at least 14 days' prior written notice of any changes to Executive's compensation. executive officers. View More
Compensation. 2.1 Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of US$[ ] per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Bonus. Executive will be eligible for an annual discretionary bonus of up to [ ]% of Executive's Base Salary (the "Annual Bonus"). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual ...Bonus, will be determined by the Company's Board of Directors ("Board") in its sole discretion based upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by the Board. Executive must remain an active employee through the date any Annual Bonus is paid in order to earn such Annual Bonus. Annual Bonuses are typically paid no later than [ ] of the year following the applicable bonus year. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive's employment terminates for any reason before any Annual Bonus is paid, except as otherwise expressly provided in Section 6.2.View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of US$[ ] $44,166.66 per month, which equates to $530,000 per year (the "Base Salary"), subject to less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. Executive will be eligible for an annual discretionary bonus (the "Annual Bonus") of up to [ ]% 50% of Executive's then current annual Base Salary (the "Ann...ual Bonus"). "Target Bonus Amount"). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by in the Company's good faith discretion of the Board of Directors ("Board") in its sole discretion (or the Compensation Committee thereof), based upon the Company's and Executive's achievement of corporate objectives and milestones to be determined on an annual basis by the Board. Board (or Compensation Committee thereof). No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, Executive must remain an active employee through in good standing of the date any Company on the scheduled Annual Bonus is paid payment date in order to earn such be eligible for any Annual Bonus. Annual Bonuses are typically 2.3 Signing Bonus. Executive acknowledges that Executive has received a signing and retention bonus of $200,000 from the Company (the "Signing Bonus"). Executive acknowledges that this Signing Bonus is an advance and is being paid no later than [ ] of the year following the applicable bonus year. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if to her prior to it being earned by her. If, prior to December 31, 2018, Executive's employment terminates is terminated for any reason before any Annual (other than due to an involuntary termination by the Company without Cause), Executive agrees to repay, on or within 30 days after the employment termination date, the after-tax amount of the Signing Bonus received by her. 2.4 Stay Bonus. Pursuant to her offer letter with the Company, Executive is paid, except as otherwise expressly provided entitled to receive a one-time bonus (the "Stay Bonus") in Section 6.2. the amount of $200,000, less standard payroll deductions and withholdings. In satisfaction of the obligation in her offer letter, the Company will pay the Stay Bonus to Executive on the first regular payroll date on or following November 15, 2018. View More
Compensation. 2.1 Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of US$[ ] $338,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Cash Bonus. Executive will be eligible for an annual discretionary cash bonus (the "Annual Bonus") of up to [ ]% 41% of Executive's Base Salary (the "Annual "Target Annual Bonus"). Whether Executive receives an A...nnual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company's Board of Directors ("Board") (the "Board") (or the Compensation Committee of the Board) in its their sole discretion based upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by as set forth in the Board. Executive must remain an active employee through the date any Company's Performance Bonus Plan (the "Bonus Plan"). Any Annual Bonus that is awarded will be paid in order to earn such Annual Bonus. Annual Bonuses are typically paid no later than [ ] of the calendar year following the applicable bonus year, but in no event later than March 15th of such year. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) bonus, if any) if Executive's employment terminates for any reason before any the last day of the year to which such Annual Bonus is paid, relates, except as otherwise expressly provided set forth herein. If Executive's employment terminates for any reason, other than by the Company for Cause, after the last day of such year, but prior to payment of the applicable Annual Bonus for such year, Executive shall remain eligible to receive an Annual Bonus with respect to such completed year in accordance with the terms of this Section 6.2. and the Bonus Plan. 2.3 Company Equity Awards. Executive remains eligible to be considered for future equity awards as may be determined by the Board (or the Compensation Committee of the Board) in its discretion in accordance with the terms of any applicable equity plan or arrangement that may be in effect from time to time. View More
Compensation. 2.1 Salary. 2.1Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of US$[ ] three hundred seventy-five thousand U.S. Dollars ($375,000) per year (the (such base salary, as in effect from time to time, the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Bonus. 2.2Bonus. Executive will be eligible for an annual discretionary bonus of up with a target amou...nt equal to [ ]% 40% of Executive's Base Salary (the "Annual Bonus"). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company's Board board of Directors ("Board") directors of the Company (the "Board") or the compensation committee thereof in its sole discretion based upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by the Board. Executive must remain an active employee through Board or the date any Annual Bonus is paid in order to earn such Annual Bonus. Annual Bonuses are typically paid no later than [ ] of the year following the applicable bonus year. compensation committee thereof. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive's employment terminates for any reason before any Annual Bonus is paid, except as otherwise expressly provided in Section 6.2. paid. View More
Compensation. (a) For services rendered under this Employment Agreement, the Company shall pay the Executive a salary determined annually by the Board of Directors (the "Base Salary"), payable (after deduction of applicable payroll taxes) in the same manner and on the same payroll schedule in which Company employees receive payment. Executive's Base Salary as of the Effective Date shall be $300,000. The Executive shall also be eligible for and participate in such fringe benefits as shall be generally provided... to executives of the Company, including those under the Medical Transcription Billing, Corp. Amended and Restated Equity Incentive Plan which may be adopted from time to time during the term hereof by the Company. (b) The Board of Directors shall review the Executive's compensation at least once a year and effect such increases in the Base Salary as the Board of Directors, in its sole discretion, determines are merited, based upon the Executive's performance and consistent with the Company's compensation policies. At the conclusion of each Fiscal Year, the Executive shall be eligible for, and the Board of Directors in its sole discretion may award, an executive bonus based on the achievement of objectives established by the Board of Directors in line with the rules of the Company's bonus plan. Executive's Target Bonus is equal to 100% of Base Salary.View More
Compensation. (a) For services rendered under this Employment Agreement, the Company shall pay the Executive a salary determined annually by the Board of Directors (the "Base Salary"), payable (after deduction of applicable payroll taxes) in the same manner and on the same payroll schedule in which Company employees receive payment. Executive's Base Salary as of the Effective Date shall be $300,000. $150,000. The Executive shall also be eligible for and participate in such fringe benefits as shall be generall...y provided to executives of the Company, including those under the Medical Transcription Billing, Corp. Amended and Restated Equity Incentive Plan which may be adopted from time to time during the term hereof by the Company, including 30,000 additional restricted common stock units, which will vest in four equal tranches over the course of two (2) years, subject to the Executive remaining in the active employ of the Company. (b) The Board of Directors shall review the Executive's compensation at least once a year and effect such increases in the Base Salary as the Board of Directors, in its sole discretion, determines are merited, based upon the Executive's performance and consistent with the Company's compensation policies. At The Executive shall also be eligible for a bonus ("Performance Bonus") equal to one hundred shares of MTBC common stock for every one hundred thousand dollars of estimated, annualized run-rate revenues at closing, as determined by the conclusion Chairman, of each Fiscal Year, the Executive shall be eligible for, and the Board of Directors in its sole discretion may award, an executive bonus based on the achievement of objectives established business acquired by the Board Company or any of Directors in line its subsidiaries or affiliates, during the term of this agreement, through an asset purchase, stock purchase, merger or similar agreement ("Acquisition Agreement"), with each Performance Bonus vesting upon the rules closing of the Company's bonus plan. Executive's Target Bonus is equal to 100% of Base Salary. respective Acquisition Agreement. View More
Compensation. The Company shall pay Executive as compensation for his services a base salary at a gross annual rate of not less than $440,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. (The annual compensation specified in this Subsection (a), together with any increases in such compensation that the Company may grant from time to time, is referred to in this Agreement as "Base Salary."). (b) Incentive Bonuses. Executive shall be eligible for an annual incentiv...e bonus with a target amount equal to 80% of his Base Salary (the "Target Bonus"). Executive's bonus (if any) 1 shall be awarded based on criteria established by the Company's Board of Directors (the "Board") or its Compensation Committee. Executive shall not be entitled to an incentive bonus if he is not employed by the Company on the last day of the fiscal year for which such bonus is payable or is provided notice of termination under Section 5(b) prior to such time. Any bonus for a fiscal year shall be paid within 21⁄2 months after the close of that fiscal year. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding.View More
Compensation. The Company shall pay Executive as compensation for his services a base salary at a gross annual rate of not less than $440,000. $500,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. (The annual compensation specified in this Subsection (a), together with any increases in such compensation that the Company may grant from time to time, is referred to in this Agreement as "Base Salary."). (b) Incentive Salary.") The Board or its Compensation Committee... shall review the Base Salary at least annually to determine whether to increase (but not decrease) the Base Salary in its discretion; provided that the Board has the ability to reduce the Base Salary of Executive in the event all of the base salary of the executives of the Company is reduced proportionately. (b)Incentive Bonuses. Executive shall be eligible for an annual incentive bonus with a target amount equal to 80% 100% of his Base Salary (the "Target Bonus"). Executive's bonus (if any) 1 shall be awarded based on criteria established by the Company's Board of Directors (the "Board") or its Compensation Committee. Executive shall not be entitled to an incentive bonus for a fiscal year if he is not employed by the Company on the last day of the fiscal year for which such bonus is payable or is provided proper notice of termination under Section 5(b) prior to such time. Any bonus for a fiscal year shall be paid within 21⁄2 months after the close of that fiscal year. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding. View More
