Compensation Additional Incentives Clause Example with 8 Variations from Business Contracts
This page contains Compensation Additional Incentives clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Executive will be eligible to participate in a... non-qualified retirement plan set up by the Company with an employee match at least equivalent to that provided by the Company to any Company employees entitled to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, the Compensation Committee shall have sole discretion to award a discretionary bonus to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to final approval by the Compensation Committee, Executive shall receive the Performance Bonus between 0% and 50% of his Base Salary upon achieving the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy.View More
Variations of a "Compensation Additional Incentives" Clause from Business Contracts
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $25,409.33 monthly ($304,912 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, discretion but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Execut...ive's base salary will increase to $314,060.00 on December 1, 2023, and to $323,481.00 on December 1, 2024. Performance Bonus Opportunities. Executive will be eligible to participate in for a non-qualified retirement performance bonus (the "Performance Bonus"), which is based upon a one-year operating plan set up adopted by the Company with an employee match at least equivalent to that provided Board. The bonus will be based on financial and/or operating metrics decided annually by the Company to Board (so long as the Executive is not present at voting or deliberations on any Company employees entitled to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, such metrics) or the Compensation Committee shall and tied to such one-year plan. The target bonus will equate to 30% of Executive's Base Salary. The Board will have sole discretion to award a discretionary bonus to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to final approval by the Compensation Committee, Executive shall receive alter the Performance Bonus between 0% and 50% of his Base Salary upon achieving the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. upward or downward by 20% based on its good faith discretion. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act Act, Rule 10D-1 thereunder and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange (if any) on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. policy, and the Board or the Compensation Committee retains complete discretion on awarding a Performance Bonus. 3 5. Amendment of RSU Agreement. The Company's Restricted Stock Unit (RSU) Agreement, dated January 2, 2019 and as amended as of December 1, 2021, with Executive (the "RSU Agreement") will, except as set forth below, continue for the Term of this Agreement (unless it expires prior to such date in accordance with its terms), and the entry into this Agreement shall not be considered a "termination" for purposes of the RSU Agreement. On the Effective Date, the RSU Agreement shall automatically and without any further action of any of the parties thereto be amended as follows: A. Section 2.1 of the RSU Agreement shall be replaced in its entirety with the following: "2.1. Unless sooner vested or terminated pursuant to this Agreement and the Plan, the Restricted Stock Units awarded to the Participant hereunder shall vest in accordance with the following schedule: DATE ON AND AFTER WHICH RSU IS VESTED Portion Vested January 1, 2020 34% January 1, 2021 33% January 1, 2023 33%" 6. Other Benefits. Executive will be entitled to reimbursement from the Company for customary, ordinary and necessary business expenses incurred by Executive in the performance of Executive's duties hereunder, provided that Executive's entitlement to such reimbursements shall be conditioned upon Executive's provision to the Company of vouchers, receipts and other substantiation of such expenses in accordance with Company policies and practices. Company will pay for dues and fees required for any professional licenses maintained by Executive, membership in professional or industry associations, continuing education requirements associated with any professional license and conferences and seminars commonly attended by executives in similar companies. During the Employment Period, Executive will be eligible to participate in any group life insurance plan, group medical and/or dental insurance plan, accidental death and dismemberment plan, short-term disability program and other employee benefit plans, including profit sharing plans, cafeteria benefit programs and stock purchase and option plans, which are made available to executives of the Company and for which Executive qualifies under the terms of such plan or plans. Executive shall be entitled to 200 hours paid vacation each year and paid time off (PTO) in accordance with the Company's policies and practices as in effect from time to time. View More
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $27,083.33 monthly ($325,000 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Bonus Opportuniti...es. Executive will be eligible to participate in for a non-qualified retirement plan set up by bonus payment (a "Change of Control Bonus") if a Change of Control occurs. If Change of Control occurs (i) during the Term, (ii) within three months following the expiration of the Term, or (iii) between three and six months following the expiration of the Term, but only if the transaction involves parties with whom the Company with an employee match at least equivalent to that provided signed a letter of intent during the Term regarding a Change of Control, Executive will receive a Change of Control Bonus payment of $200,000 payable within fifteen days of the Change of Control. Such amount will be offset by the Company to any Company employees entitled to participate in any Company 401(k) plan. Performance Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, the Compensation Committee shall have sole discretion to award received by Executive under paragraph (c) below. Executive will be eligible for a discretionary bonus payment (a "Performance Bonus") tied to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan (the "Performance Bonus"). Company's Fiscal Year 2019 Earnings. Subject to final approval by the Compensation Committee, Executive will receive a Performance Bonus if the Company's quarterly Adjusted EBITDA exceeds the quarterly target as established by the Compensation Committee (the "Quarterly Target") . For any quarter in which Adjusted EBITDA exceeds the Quarterly Target, Executive shall receive 7.5% of the amount in excess of the Quarterly Target. If Executive is not employed by the Company at the time the results are calculated for payment, he will be paid a pro-rated Performance Bonus based on the last date of his employment. Payments pursuant to this paragraph will be made no later than 30 days following the filing of the Form 10-Q or 10-K. Upon a Change of Control, no further Performance Bonus shall be paid. If Change of Control occurs prior to the end of a quarterly period, Executive and the Compensation Committee will negotiate in good faith to determine the Performance Bonus between 0% for the then current period and to set realistic bonus targets for the remainder of the Term. The Company will calculate the performance under this metric as it has traditionally done for other executives, subject, in all cases, to final approval by the Compensation Committee or the Board. 4 c. Executive will be eligible for a Performance Bonus tied to the Company's Fiscal Year 2018 Earnings. The Company's Executive Team will share 15% of the Company's fiscal year Adjusted EBITDA for 2018 that exceeds $3 Million. The Company will calculate the performance under this metric as it has traditionally done for other executives. Executive will receive 50% of this amount and will recommend the appropriate distribution of the remaining 50% for final approval by the Compensation Committee or Board. If Executive is not employed by the Company at the time the results are calculated for payment, he will be paid a pro-rated amount based on the last date of his Base Salary upon achieving employment. Payments pursuant to this paragraph will be made no later than 30 days following the various tiered goals set forth completion of the Company's audited financial results and filing of the Company's annual report for fiscal year 2018 within the time extension period. For the avoidance of doubt, this paragraph supersedes and replaces the identical Performance Bonus paragraph in the Company Senior 2018 Agreement, such that Executive is only entitled to payments for this Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. this paragraph. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. View More
Compensation Additional Incentives. Base A.Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 annualized) $200,000 annually during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, discretion but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Executive...B.Performance Bonus Opportunities. a.Executive will be eligible to participate in a non-qualified retirement plan set up by the Company with an employee match at least equivalent to that provided by the Company to any Company employees entitled to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, the Compensation Committee shall have sole discretion to award a discretionary for bonus payments tied to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan Company's Fiscal Year 2019 Earnings (the "Performance "Earnings Bonus"). Subject to final approval by the Compensation Committee, Executive will receive a quarterly Earnings Bonus if the Company's quarterly Adjusted EBITDA exceeds the quarterly target established by the Compensation Committee (the "Quarterly Target"). For any quarter in which Adjusted EBITDA exceeds the Quarterly Target, Executive shall receive 3.75% of the amount in excess of the Quarterly Target. The Company will calculate the performance under this metric as it has traditionally done for other executives. If Executive is not employed by the Company at the time the results are calculated for any quarterly payment of the Earnings Bonus, he will be paid a pro-rated amount based on the last date of his employment. Payments pursuant to this paragraph will be made no later than 15 days following the filing of the Form 10-Q or Form 10-K for the respective period. b.Executive was previously eligible for a bonus payment tied to the Company's Fiscal Year 2018 (the "2018 Earnings Bonus") and has been paid $40,269.50 under this plan. 4 c.Executive will be eligible for a Performance Bonus between 0% and 50% tied to a potential Change of his Base Salary upon achieving Control of the various tiered goals set forth Company. If such Change of Control occurs during the Employment Period or within six months following the Employment Period, Executive will receive a lump sum payment of $50,000, payable within 15 days of the Change of Control. d.Additionally, in the Company Senior Executive Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within event of a reasonable time, but in no event later than 60 calendar days, after the last day Change of Control of the applicable fiscal year to which Company, any issued but then unvested stock options will automatically vest for Executive as of the bonus relates. The date of the Change of Control. C.The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To D.To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. View More
Compensation Additional Incentives. A. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $27,083.33 monthly ($325,000 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. 3 B. Performan...ce Bonus Opportunities. a. Executive will be eligible for the following Performance Bonuses which will be paid within fifteen days of completion: (i) $50,000 for completion of the Company's annual meeting in 2018, (ii) $25,000 for the Company's listing on the Nasdaq stock exchange, (iii) $10,000 upon the filing of the Company's annual report for fiscal year 2017, so long as the filing happens within regulatory deadlines and any extension periods, (iv) $5,000 for completion of a shareholder letter with the Company's annual report and proxy statement for the meeting in 2018, and (v) $10,000 for proactive shareholder outreach to participate the Company's top 15 shareholders within the first 6 months of service. Achievement of the milestones will be evaluated in a non-qualified retirement plan set up good faith by the Company with an employee match at least equivalent Compensation Committee. b. Executive will be eligible for a Performance Bonus tied to that provided by the potential sale of the Company. If such sale occurs during the Term or within six months following the Term, Executive will receive the greater of $200,000 or one-half of one percent (0.5%) of the amount paid for the equity of the Company at the closing of the transaction, payable upon the closing of the transaction. Such amount will be offset by any payment made or due pursuant to any Company employees entitled clause (c) below. c. Executive will be eligible for a Performance Bonus tied to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each the Company's Earnings. The Company's Executive Team will share 15% of the Company's fiscal year beginning with Adjusted EBITDA for 2018 that exceeds $3 Million. The Company will calculate the fiscal year ending December 31, 2021, performance under this metric as it has traditionally done for other executives. Executive will receive 50% of this amount and will recommend the Compensation Committee shall have sole discretion to award a discretionary bonus to appropriate distribution of the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to remaining 50% for final approval by the Compensation Committee, Committee or Board. If Executive shall receive is not employed by the Performance Bonus between 0% and 50% Company at the time the results are calculated for payment, he will be paid a pro-rated amount based on the last date of his Base Salary upon achieving the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable employment. Payments pursuant to Sections 3.B. (i) – 3.(B). (ii) shall this paragraph will be paid to the Employee within a reasonable time, but in made no event later than 60 calendar days, after 30 days following the last day completion of the applicable Company's audited financial results and filing of the Company's annual report for fiscal year to which 2018 within the bonus relates. time extension period. C. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. D. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. 4 5. Equity Compensation. A. On April 1, 2018, Executive will be granted 100,000 Incentive Stock Options (ISOs) to purchase Company stock pursuant to the Company's stock incentive plan. The price of the options will be calculated based on the fair market value of the stock on the grant date. 25% of the options shall vest immediately upon grant and the remainder will vest monthly over the three years following the date of grant. All of Executive's unvested Options shall vest (i) in full upon the consummation of a Change of Control and (ii) pursuant to the terms of Section 8. The Options shall expire on, and shall not be exercisable after, a date that is not later than the tenth anniversary of the date of grant (the "Final Exercise Date"). B. Executive will be eligible for additional option grants as determined by the Board or the Compensation Committee in their sole discretion. View More
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 annualized) $180,000 annually during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, discretion but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. 4 B. Performance ...Bonus Opportunities. Executive will be eligible to participate in for a non-qualified retirement plan set up by the Company with an employee match at least equivalent to that provided by the Company to any Company employees entitled to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, the Compensation Committee shall have sole discretion to award a discretionary bonus payment tied to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan Company's Fiscal Year 2019 Earnings (the "Performance "Earnings Bonus"). Subject to final approval by the Compensation Committee, Executive will receive a Performance Bonus if the Company's quarterly Adjusted EBITDA exceeds the quarterly target as established by the Compensation Committee (the "Quarterly Target"). For any quarter in which Adjusted EBITDA exceeds the Quarterly Target, Executive shall receive 3.75% of the amount in excess of the Quarterly Target. If Executive is not employed by the Company at the time the results are calculated for payment, he will be paid a pro-rated Performance Bonus between 0% and 50% based on the last date of his Base Salary upon achieving employment. Payments pursuant to this paragraph will be made no later than 15 days following the various tiered goals filing of the Form 10-Q or 10-K. If Change of Control occurs prior to the end of a quarterly period, Executive and the Compensation Committee will negotiate in good faith to determine the Earnings Bonus for the then current period and to set forth realistic bonus targets for the remainder of the Term. The Company will calculate the performance under this metric as it has traditionally done for other executives, subject, in all cases, to final approval by the Company Senior Compensation Committee or the Board. Executive was previously eligible for a bonus payment tied to the Company's Fiscal Year 2018 (the "2018 Earnings Bonus") and has been paid $40,269.50 under this plan. Executive will be eligible for a Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant tied to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day potential Change of Control of the applicable fiscal year to which Company. If such Change of Control occurs during the bonus relates. Employment Period or within six months following the Employment Period, Executive will receive a lump sum payment of $50,000, payable within 15 days of the Change of Control. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. For each fiscal year beyond 2019, the Board will develop, with Executive's and management's input, an executive bonus plan that will afford Executive with bonus opportunities in addition to Executive's Base Salary. The Company shall provide the following relocation assistance upon a Change of Control where the new contemplated corporate headquarters of the Company will be in Goose Creek, SC vicinity: a. Reasonable and customary relocation assistance, including reimbursement for costs for moving household furnishings and belongings in an amount not to exceed $14,000. 5 b. Reimbursement of documented closing costs on the sale of Executive's residence in Centennial, CO, not to exceed 6% of the sale price, within 12 months of the effective date of the Change of Control. View More
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $31,250.00 monthly ($375,000.00 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. The Executive ...will be eligible to participate in a non-qualified retirement plan set up by the Company with an employee match at least equivalent to that provided by the Company to any Company employees entitled to participate in any Company 401(k) plan. 3 B. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, 2019, the Compensation Committee shall have sole discretion to award a discretionary bonus to the Executive. (ii) Performance 2019 Bonus. For fiscal year ending December 31, 2019, the Company shall pay to Employee a one-time bonus in the amount of $250,000 in addition to any discretionary bonus. (iii) Pre-Tax Income Bonus. Beginning with the fiscal year ending December 31, 2021, 2020, and for each fiscal year thereafter during the Term, the Compensation Committee shall award and the Company shall pay to Executive an amount equal to annual pre-tax income of the Parent and all of its subsidiaries on a bonus according to combined system-wide basis in the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to final approval fiscal year multiplied by 0.5% (one-half of one percent) adjusted by the Compensation Committee, Committee in good faith to account for extraordinary items (e.g., non-recurring extraordinary items). To be clear the Compensation Committee or the Board has full and absolute discretion to amend the calculation if it leads to a result that is unreasonable when compared to the overall performance of the Company. (iv) Sales Increase Bonus. Beginning with the fiscal year ending December 31, 2020, and for each fiscal year thereafter during the Term, the Compensation Committee shall award and the Company shall pay to Employee an amount equal to eight times (8x) the percentage year-over-year increase in System-Wide Sales multiplied by the Executive's then-existing annualized base salary. System-Wide Sales shall mean the sum of all sales generated by all franchisees of any subsidiary of Parent on a combined basis. By way of example, an nine percent (9%) year-over-year increase in System-Wide Sales would result in a sales increase bonus equal to (8 x 9%) or 72% of Executive's then-existing base salary, or $270,000.00 ($375,000.00 x 72%) assuming an annual base salary of $375,000.00. Qualifying Sales will have to have a similar margin profile to those historical of HireQuest. To be clear the Compensation Committee or the Board has full and absolute discretion to amend the calculation if it leads to a result that is unreasonable when compared to the overall performance of the Company. (v) Pro-Rata Payment. In the event Executive is no longer employed by the Company at the time any Bonus in this Section 4.B accrues, Executive shall receive be paid such bonus pro rata based on the Performance Bonus between 0% and 50% number of his Base Salary upon achieving days he was employed by the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Company. (vi) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) 4.B. (i), 4.B. (ii), 4.B. (iii), or 4.B. (iv) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. 4 C. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. View More
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $33,333.33 monthly ($400,000.00 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. The Executive ...will be eligible to participate in a any non-qualified retirement plan set up by the Company with an employee match at least equivalent to that provided by the Company to any Company employees entitled to participate in any Company 401(k) plan. 3 B. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, 2022, the Compensation Committee shall have sole discretion to award a discretionary bonus to the Executive. (ii) Performance Pre-Tax Income Bonus. Beginning with the fiscal year ending December 31, 2021, 2022, and for each fiscal year thereafter during the Term, the Compensation Committee shall award and the Company shall pay to Executive an amount equal to annual pre-tax income of the Parent and all of its subsidiaries on a bonus according to combined system-wide basis in the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to final approval fiscal year multiplied by 0.5% (one-half of one percent) adjusted by the Compensation Committee, Committee in good faith to account for extraordinary items (e.g., non-recurring extraordinary items). The Compensation Committee or the Board have full and absolute discretion to amend the calculation if it leads to a result that is unreasonable when compared to the overall performance of the Company. (iii) Sales Increase Bonus. Beginning with the fiscal year ending December 31, 2022, and for each fiscal year thereafter during the Term, the Compensation Committee shall award and the Company shall pay to Executive an amount equal to eight times (8x) the percentage year-over-year increase in System-Wide Sales multiplied by the Executive's then-existing annualized base salary. System-Wide Sales shall mean the sum of all sales generated by all franchisees of any subsidiary of Parent on a combined basis. By way of example, an nine percent (9%) year-over-year increase in System-Wide Sales would result in a sales increase bonus equal to (8 x 9%) or 72% of Executive's then-existing base salary, or $270,000.00 ($375,000.00 x 72%) assuming an annual base salary of $375,000.00. Qualifying Sales will have to have a similar margin profile to those historical of HireQuest. To be clear the Compensation Committee or the Board has full and absolute discretion to amend the calculation if it leads to a result that is unreasonable when compared to the overall performance of the Company. (iv) Pro-Rata Payment. In the event Executive is no longer employed by the Company at the time any Bonus in this Section 4.B accrues, Executive shall receive be paid such bonus pro rata based on the Performance Bonus between 0% and 50% number of his Base Salary upon achieving days he was employed by the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Company. (v) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) 4.B. (i), 4.B. (ii), or 4.B. (iii), shall be paid to the Employee Executive within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. 4 D. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. View More
Compensation Additional Incentives. Base Salary. Executive's base salary (the "Base Salary") will be paid at the rate of $8,076.92 bi-weekly ($210,000.00 $ 24,669.23 monthly ($296,031.00 annualized) during the Term. Executive's Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, discretion but shall not be decreased without Executive's consent. Executive's Base Salary will be paid at periodic intervals in accordance with the Company's normal payroll practices for salaried employees. Ex...ecutive's salary will increase by at least the Consumer Price Index upon any renewal. 3 B. Performance Bonus Opportunities. Executive will be eligible to participate in for a non-qualified retirement performance bonus (the "Performance Bonus"), which is based upon a rolling three-year operating plan set up adopted by the Company with an employee match at least equivalent to that provided Company's Board of Directors. The bonus will be based on operating metrics decided annually by the Company Board and tied to any Company employees entitled such three-year plan. The target bonus equates to participate in any Company 401(k) plan. Bonus Opportunities. (i) Discretionary Bonus. With respect to each fiscal year beginning with the fiscal year ending December 31, 2021, the Compensation Committee shall 30% of Executive's Base Salary. The Board will have sole discretion to award a discretionary bonus to the Executive. (ii) Performance Bonus. Beginning with the fiscal year ending December 31, 2021, Company shall pay to Executive a bonus according to the Company Senior Executive Bonus Plan (the "Performance Bonus"). Subject to final approval by the Compensation Committee, Executive shall receive alter the Performance Bonus between 0% and 50% of his Base Salary upon achieving the various tiered goals set forth in the Company Senior Executive Performance Bonus Plan. 3 (iii) Short-Term Deferral. Any bonus payable pursuant to Sections 3.B. (i) – 3.(B). (ii) shall be paid to the Employee within a reasonable time, but in no event later than 60 calendar days, after the last day of the applicable fiscal year to which the bonus relates. upward or downward by 20% based on its good faith discretion. The Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. To the extent that any compensation paid or payable pursuant to this Agreement is considered "incentive-based compensation" within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange (if any) on which the Company's common stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. policy, and the Board retains complete discretion on awarding a Performance Bonus. View More
