Compensation and Benefits Equity Awards Contract Clauses (10)

Compensation and Benefits Equity Awards. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive a base salary (the "Base Salary") at the rate of no less than $500,000 per calendar year, less applicable deductions. The Base Salary shall be reviewed for increase by the Board no less frequently than annually and shall be increased in the discretion of the Board and any such adjusted Base Salary shall constitute the "Base Salary" for purposes of this Agreement. The Base Salary shall be paid in substantially e...qual installments in accordance with the Company's regular payroll procedures. (b) Annual Bonus. During the Employment Period, the Executive shall be paid an annual cash performance bonus (an "Annual Bonus") under the Company's annual bonus plan (as in effect from time to time for senior executives) in respect of the 2016 fiscal year and each fiscal year that ends during the Employment Period (each, a "bonus period"), to the extent earned based on performance against performance criteria. The performance criteria for any particular fiscal year shall be determined by the Compensation Committee of the Board (the "Committee"), in good faith, after consultation with the Executive, no later than sixty (60) days after the commencement of the relevant bonus period. The Executive's annual bonus opportunity shall be no less than 50% of the Executive's Base Salary as of the beginning of the applicable bonus period (the "Target Bonus"), if target levels of performance for that year are achieved, up to a maximum of 100% of the Executive's Base Salary. The Executive's Annual Bonus for a bonus period shall be determined by the Committee after the end of the applicable bonus period and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Company generally, but in no event later than March 15 of the year following the year to which such Annual Bonus relates. (c) Equity Awards. In each fiscal year during the Employment Period commencing in 2018, the Executive shall be granted a number of shares of restricted stock under the Company's applicable long-term incentive plan with a value equal to not less than 150% of the Executive's then current Base Salary, with such number of shares of restricted stock to be calculated based the Fair Market Value (as defined in the applicable plan) of a share of common stock on the date of grant (the "Annual Equity Award"). For each fiscal year during the Employment Period commencing with the 2018 fiscal year, the Company shall grant the Annual Equity Award on the applicable anniversary of the Effective Date (or the closest business day thereafter if such anniversary is a weekend or holiday). The terms and conditions applicable to any Annual Equity Award shall be determined by the Committee in accordance with the Company's applicable long-term incentive plan to the extent consistent with the terms of this Agreement and shall be no less favorable to the Executive than the terms applicable to any other senior executive of the Company. Vesting of Annual Equity Awards (including the December Grant referred to below) shall occur one-third (1/3) on each anniversary of the date of grant and any outstanding equity awards shall fully vest immediately prior to a Change in Control. It is acknowledged that effective as of December 31, 2015, the Company granted to the Executive an award of 208,914 shares of restricted stock (the "December Grant"). The December Grant shall vest one-third (1/3) on each anniversary of the grant date such that it shall be fully vested on December 31, 2018. 2 (d) Vacation; Benefits. During the Employment Period, the Executive shall be entitled to four (4) weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the applicable policies of the Company, which shall be accrued and used in accordance with such policies. During the Employment Period, the Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to the Executive hereunder. The Executive's participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The foregoing, however, shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established. View More