Compensation and Benefits Contract Clauses (2,414)
Grouped Into 87 Collections of Similar Clauses From Business Contracts
This page contains Compensation and Benefits clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will be $328,000 per year, less applicable withholding, which will be paid in accordance with the Company's normal payroll procedures (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will be forty percent (40%) of your annual base salary (the "Target Bonus"). The Target Bonus shall be subject to review and may be adjusted based upon the Company's normal performance review prac...tices. Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board determines that such bonuses have been earned, but in no event will a bonus be paid to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company's fiscal year in which such bonus is earned or (ii) March 15 following the calendar year in which such bonus is earned. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company's standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company's policies. (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board in its sole discretion. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company's expense reimbursement policy. (f) Vacation. You will be entitled to accrue paid vacation in accordance with the Company's vacation policy, as in effect from time to time.View More
Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will be $328,000 $410,000 per year, less applicable withholding, which will be paid in accordance with the Company's normal payroll procedures (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will be forty sixty percent (40%) (60%) of your annual base salary (the "Target Bonus"). The Target Bonus amount shall be subject to review and may be adjusted based upon the Company's no...rmal performance review practices. Your actual bonuses shall be based upon achievement determined in accordance with the terms and conditions of performance objectives the Company's Compensation Policy for Directors and Officers (the "Compensation Policy") and the individual bonus policy attached hereto as Exhibit A (the "Bonus Policy"), provided that such Bonus Policy may be adjusted from time to be determined time by the Board in its sole and absolute discretion. Bonuses will be paid as soon as practicable after become earned and payable to you in accordance with terms of the Board determines Bonus Policy, provided that such bonuses have been earned, but in no event will a any bonus be paid to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company's fiscal year in which such bonus is earned or (ii) March 15 following the calendar year in which such bonus is earned. You should note that the Company reserves the right to modify salaries and/or incentive compensation opportunities from time to time as it deems necessary, subject to the terms of the Compensation Policy. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company's standard benefit plans benefits as in effect from time to time, on the same basis as those benefit plans benefits are generally made available to other similarly situated executives of the Company. Company, and subject to the Company's policies. Such benefit plans benefits are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company's policies. (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company or its affiliates on the terms and conditions determined by the Board in its sole discretion. discretion, subject to the terms of the Compensation Policy and any applicable Company equity plans. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company's expense reimbursement policy. (f) Vacation. You will be entitled to accrue paid vacation of twenty (20) business days per year in accordance with the Company's vacation policy, as in effect from time to time. View More
Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will be $328,000 $500,000 per year, less applicable withholding, which will be paid in accordance with the Company's normal payroll procedures (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will be forty percent (40%) 50% of your annual base salary (the "Target Bonus"). The Target Bonus shall be subject to review and may be adjusted based upon the Company's normal performanc...e review practices. Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board determines that such bonuses have been earned, but in no event will a bonus be paid to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company's fiscal year in which such bonus is earned or (ii) March 15 following the calendar year in which such bonus is earned. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company's standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company's policies. (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board in its sole discretion. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company's expense reimbursement policy. (f) Vacation. You Udemy offers a flexible time off policy pursuant to which you can take a reasonable amount of paid time away from the office for vacation, illness, family emergencies, etc., as necessary. (g) Housing Assistance. For the duration of your employment with the Company (or earlier if you relocate to the San Francisco Bay Area), the Company will either pay directly or reimburse you for temporary housing and the cost of flights to and from your home (the "Housing Assistance"). The Housing Assistance will not exceed $10,000 per month. In order to be eligible for the Housing Assistance, you must be employed by the Company or one of its subsidiaries on the date the Housing Assistance is paid or provided to you. To ameliorate the tax burden to you of receiving the Housing Assistance, to the extent taxable to you, as part of your Housing Assistance, gross-up payments will be entitled provided as necessary to accrue pay federal and state income and employment taxes incurred by you with respect to any taxable Housing Assistance paid vacation or provided, including with respect to such gross-up payments themselves, which payments will be calculated and provided as calculated by the Company using good-faith and reasonable assumptions to calculate such amounts. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in accordance the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A (as defined in Appendix A) is specified in the Company's vacation policy, as in effect from time to time. expense reimbursement policy. View More
Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will be $328,000 $565,000 per year, less applicable withholding, which will be paid in accordance with the Company's normal payroll procedures procedures. (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will be forty fifty-five percent (40%) (55%) of your annual base salary (the "Target Bonus"). The Target Bonus shall be subject to review and may be adjusted based upon the Co...mpany's normal performance review practices. Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board determines that the performance objectives related to such bonuses have been earned, but in no event will achieved, provided that you must remain an employee of the Company through the date a bonus be is paid in order to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company's fiscal year in which earn such bonus is earned or (ii) March 15 following the calendar year in which such bonus is earned. bonus. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company's standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company's policies. (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board in its sole discretion. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company's expense reimbursement policy. (f) Vacation. You will be entitled to accrue paid vacation in accordance with the Company's vacation policy, as in effect from time to time. View More
Compensation and Benefits. (a) Base Compensation. During the Term, the Company shall pay to Executive base annual compensation ("Base Salary") of $370,000, payable in accordance with the Company's regular payroll practices and less all required withholdings. Executive's Base Salary shall be reviewed annually and may be increased based on an assessment of Executive's performance, the performance of the Company, inflation, the then prevailing salary scales for comparable positions and other relevant factors; provided, howev...er, that any increase in Base Salary shall be solely within the discretion of the Company. Executive's Base Salary shall not be subject to reduction from the level in effect hereunder from time to time, other than pursuant to a salary reduction program of general application to contract executives of the Company. (b) Bonuses. During the Term, Executive shall be eligible for such year-end bonus, which may be paid in either cash or equity, or both, based upon a target Annual Bonus Amount of 40% of Base Salary, as may be awarded solely at the discretion of the Compensation Committee of the Board after consultation with the Company's Chief Executive Officer, provided, that the Company shall be under no obligation whatsoever to pay such discretionary year-end bonus for any year. Any such equity bonus shall contain such rights and features as are typically afforded to other Company employees of a similar level in connection with comparable equity bonuses awarded by the Company. Except as otherwise provided in Section 7, in order for the Executive to receive payment of any such annual bonus, the Executive must be employed by the Company as of the date the annual bonus is paid. (c) Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company's senior executives or to its employees on substantially the same basis that such benefits are provided to such executives of a similar level or to other employees (including, without limitation, profit-sharing, savings and other retirement plans (e.g., a 401(k) plan) or programs, medical, dental, hospitalization, vision, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded); provided, however, that nothing in this Agreement shall be construed to require the Company to establish or maintain any such plans, programs or arrangements. (d) Vacations. During the Term, Executive shall be entitled to 20 days paid vacation per year, or such greater amount as may be earned under the Company's standard vacation policy, to be earned ratably throughout the year. Vacation days may not be carried from one year to the next in accordance with the Company vacation policy. 2 (e) Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out Executive's duties and responsibilities under this Agreement and the Company shall reimburse Executive for all such expenses, in accordance with reasonable policies of the Company.View More
Compensation and Benefits. (a) Base Compensation. During the initial period of the Term, the Company shall pay to Executive base annual compensation ("Base Salary") of $370,000, $340,000, which shall be payable in accordance with the Company's regular payroll practices and less be subject to all required withholdings. withholdings as hereinafter set forth in this Section 5. Executive's Base Salary shall increase to $360,000 on January 1, 2020 and will be reviewed annually thereafter and may be increased based on an assess...ment of Executive's performance, the performance of the Company, inflation, the then prevailing salary scales for comparable positions and other relevant factors; provided, however, that any increase in Base Salary shall be solely within the discretion of the Company. Board. Executive's Base Salary shall not be subject to reduction from the level in effect hereunder from time to time, other than pursuant to a salary reduction program of general application to contract executives of the Company. (b) Bonuses. During the Term, (i) 2019 Performance Bonus. For fiscal year 2019, Executive shall be eligible to receive a performanceb onus in a target amount of $340,000, with the payment of such bonus being subject to the achievement the performance goals set forth in the following sentence. One-half of the target amount of the fiscal year 2019 performance bonus shall be paid to Executive upon achieving revenues of $5 million for such fiscal year 2019 and one-half of the target amount of the fiscal year 2019 performance bonus shall be paid to Executive upon achieving $1.1 million in gross profits for 2019 fiscal year. The bonus will be prorated to the targets so that if a portion of the targets are met Executive will get a portion of the bonus linearly. (c) Annual Performance Bonuses. In addition to the foregoing, during the Term and commencing in fiscal year 2019, Executive shall be eligible to earn year-end bonus, performance bonuses, which may be paid in either cash or equity, or both, based upon both (any such bonus an "Annual Bonus"), with a target Annual Bonus Amount bonus of 40% 60% of the highest Base Salary, Salary Executive received during the applicable fiscal year (the "Target Bonus"), as may be awarded pursuant to any annual executive bonus plan and related corporate and/or individual goals approved solely at the discretion of the Compensation Committee of the Board after consultation with the Company's Chief Executive Officer, provided, that the Board. The Company shall be under no obligation whatsoever consult with Executive in connection with setting such corporate and/or individual goals and will set and communicate such goals to pay such discretionary year-end bonus for any Executive the first quarter of each fiscal year. Any such equity bonus Annual Bonus shall contain such rights and features as are typically afforded to other Company employees executives of the Company. 2 (d) Long-Term Incentive Grants. During the Term, Executive shall be eligible for annual long-term incentive grants, which may be paid in either cash or equity, or both (any such grant a similar level in connection with comparable equity bonuses "Long-Term Incentive Grant"), as may be awarded solely at the discretion of the Board; provided that the Board shall be under no obligation whatsoever to grant such discretionary Long-Term Incentive Grants. Long-Term Incentive Grants following the date of this Agreement made to Executive shall be governed by the Company. Except as otherwise provided in Section 7, in order for the Executive to receive payment of Company's then-applicable long-term incentive plans (the "Plans") and/or any such annual bonus, the Executive must be employed long-term incentive grant agreements by the Company as of the date the annual bonus is paid. (c) which they are awarded. (e) Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements maintained by the Company from time to time that are made available generally to the Company's similarly-situated senior executives or to its employees on substantially the same basis that such benefits are provided to such executives of a similar level or to other employees (including, without limitation, profit-sharing, savings and other retirement plans (e.g., a 401(k) plan) or programs, medical, dental, hospitalization, vision, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded); senior executives; provided, however, that nothing in this Agreement shall be construed to require the Company to establish or maintain any such particular plans, programs or arrangements. (d) (f) Vacations. During the Term, Executive shall be entitled to 20 15 days paid vacation per year, or such greater amount as may be earned under the Company's standard vacation policy, to be earned ratably throughout the year. Vacation Five vacation days may not be carried from one year to the next in accordance with the Company Company's vacation policy. 2 (e) policy, provided that Executive shall not be entitled to carry forward into the following year a balance of more than 10 vacation days. (g) Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out Executive's outE xecutive's duties and responsibilities under this Agreement and the Company shall reimburse Executive for all such reasonable expenses, in accordance with reasonable and subject to the applicable policies and procedures of the Company. View More
Compensation and Benefits. (a) Base Compensation. Salary. During the Term, Term of Employment, the Company shall pay to the Executive base annual compensation ("Base Salary") of $370,000, payable in accordance with its normal payroll practices a monthly salary of $25,417 dollars ("Base Salary"), which shall be pro-rated for any partial months during the Term of Employment. During the Term of Employment, the Company shall not pay to the Executive any additional cash retainer for serving on the Company's regular payroll pra...ctices and less all required withholdings. Executive's Base Salary shall be reviewed annually and may be increased based on an assessment of Executive's performance, Board or for acting as the performance Chairman of the Company, inflation, Board. Upon the then prevailing salary scales for comparable positions and other relevant factors; provided, however, that any increase in Base Salary shall be solely within termination of this Agreement, the discretion of the Company. Executive's Base Salary shall not be subject to reduction from the level in effect hereunder from time to time, other than pursuant to a salary reduction program of general application to contract executives of the Company. (b) Bonuses. During the Term, Executive shall be eligible for such year-end bonus, which may entitled to be paid in either the cash or equity, or both, based upon a target Annual Bonus Amount of 40% of Base Salary, as may be awarded solely at retainer payable to outside directors on the discretion of Board and to the Compensation Committee Chairman of the Board after consultation with the Company's Chief Executive Officer, provided, that the Company shall be under no obligation whatsoever to pay such discretionary year-end bonus for any year. Any such equity bonus shall contain such rights and features as are typically afforded to other Company employees of a similar level in connection with comparable equity bonuses awarded by the Company. Except as otherwise provided in Section 7, in order for the Executive to receive payment period of any such annual bonus, time beginning from and after the Date of Termination and for so long as the Executive must be employed by remains on the Company Board and serves as the Chairman of the date the annual bonus is paid. (c) Board. (b) Benefits. During the Term, Term of Employment, the Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company's senior executives or to its other full-time employees on substantially the same basis that such benefits are provided to such senior executives of a similar level or to other full-time employees (including, without limitation, limitation profit-sharing, savings and other retirement plans or programs (e.g., a 401(k) plan) plan)), long-term cash incentive plan, program or programs, arrangement, medical, dental, hospitalization, vision, short-term short- term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, and any other fringe benefit or employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether programs (whether funded or unfunded); provided, however, that nothing unfunded). Nothing in this Agreement shall be construed to require the Company to establish or maintain any such fringe or employee benefit plans, programs or arrangements. (d) Vacations. (c) Reimbursement of Expenses. During the Term, Term of Employment, the Executive shall be entitled to 20 days paid vacation per year, receive prompt reimbursement for all reasonable business-related or such greater amount as may be earned under employment-related expenses incurred by the Company's standard vacation policy, to be earned ratably throughout Executive upon the year. Vacation days may not be carried from one year to receipt by the next Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior executives of the Company. (d) Liability Insurance. The Company shall maintain directors' and officers' liability insurance covering the Executive during the Term of Employment. 2 5. Termination of Employment. (a) The Term of Employment shall be automatically terminated upon the first to occur of the following (the date of such event, the "Date of Termination"). (i) End Date. The Executive's employment shall terminate on October 15, 2020 or such later date as shall be mutually agreed to in writing by the Executive and the Company. (ii) Death. The Executive's employment shall terminate immediately upon the Executive's death. (iii) Notice by Either Party. Either the Company vacation policy. 2 (e) Reimbursement of Business Expenses. or the Executive is authorized to incur reasonable expenses in carrying out Executive's duties and responsibilities under may terminate this Agreement and the Company Term of Employment for any reason upon delivery of written notice to the other party at least thirty (30) days prior to the desired Date of Termination. (b) For clarity, termination of this Agreement shall reimburse Executive for all such expenses, in accordance with reasonable policies not constitute a termination of the Company. Executive's status as the Chairman of the Board. View More
Compensation and Benefits. (a) Base Compensation. During the Term, the Company shall pay to Executive base annual compensation ("Base Salary") of $370,000, $510,000 payable in accordance with the Company's regular payroll practices and less all required withholdings. withholdings benefits as hereinafter set forth in this Section 5. Executive's Base Salary shall be reviewed annually and may be increased based on an assessment of Executive's performance, the performance of the Company, inflation, business or economic condit...ions, the then prevailing salary scales for comparable positions and other relevant factors; provided, ‘provided, however, that any increase in Base Salary shall be solely within the determination of the CEO and approved solely at the discretion of the Company. Board. Executive's Base Salary shall not be subject to reduction from the level in effect hereunder from time to time, other than pursuant to a salary reduction program of general application to contract executives of the Company. hereunder. (b) Bonuses. During the Term, Executive shall be eligible for such year-end bonus, which may be paid in either cash or equity, or both, based upon both (any such bonus an "Annual Bonus"), with a target Annual Bonus Amount of 40% up to 50% of Base Salary, Salary (the "Target Bonus"), pursuant to an annual executive bonus plan approved and adopted by the Company on an annual basis, which includes individual and corporate performance goals as may be awarded recommended by the CEO and approved solely at the discretion of the Compensation Committee of the Board after consultation with the Company's Chief Executive Officer, provided, that the Company shall be under no obligation whatsoever to pay such discretionary year-end bonus for any year. Board. Any such equity bonus Annual Bonus shall contain such rights and features as are typically afforded to other Company employees contract executives of the Company. (c) Long-Term Incentive Grants. During the Term, Executive shall be eligible for annual long-term incentive grants, which may be paid in either cash or equity, or both (any such grants a similar level in connection with comparable equity bonuses "Long-Term Incentive Grant"), as may be awarded pursuant to any applicable individual or corporate goals and approved solely at the discretion of the Board; provided the Board shall be under no obligation whatsoever to grant such discretionary Long-Term Incentive Grants. Any Long-Term Incentive Grants issued to Executive shall be governed by the Company. Except as otherwise provided in Section 7, in order for Company's then-applicable long-term incentive plan and any long-term incentive grant agreement(s) under the then applicable long-term incentive plan by which they are issued. (d) Restricted Stock Units. In addition, upon execution of this Agreement, the Company shall grant the Executive to receive payment 100,000 restricted stock units, which shall vest on the 1st anniversary of any such annual bonus, this Agreement unless the Executive must be employed by Executive's employment has been terminated before the Company as 1st anniversary of the date Agreement, because of Cause, Death, or Disability. In the annual bonus is paid. (c) event the Executive's employment has been terminated before the 1st anniversary of the Agreement for other than Cause or because of Good Reason, then such restricted stock awards shall vest upon September 7, 2019. (e) Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company's senior executives or to its employees on substantially the same basis that such benefits are provided to such senior executives of a similar level or to other employees (including, without limitation, profit-sharing, savings and 3 other retirement plans (e.g., a 401(k) plan) or programs, medical, dental, hospitalization, vision, short-term and long-term disability and life insurance plans or programs, accidental death and dismemberment protection, travel accident insurance, supplemental long-term disability insurance, allowance for automobile lease, insurance and operating costs, and any other employee welfare benefit plans or programs that may be sponsored by the Company from time to time, including any plans or programs that supplement the above-listed types of plans or programs, whether funded or unfunded); provided, however, that nothing in this Agreement shall be construed to require the Company to establish or maintain any such plans, programs or arrangements. (d) Vacations. (f) Vacations/Paid Time Off. During the Term, Executive shall be entitled to 20 twenty (20) days paid vacation or Paid Time Off ("PTO") per year, or such greater amount as may be earned under the Company's standard vacation PTO policy, to be earned ratably throughout the year. Vacation PTO days may not be carried from one year to the next in accordance with the Company vacation policy. 2 (e) policy, provided that the Executive shall not be entitled to accrue a balance of more than five PTO days. (g) Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out Executive's duties and responsibilities under this Agreement and the Company shall reimburse Executive for all such expenses, in accordance with reasonable policies of the Company. Company, including but not limited to business-related air travel, meals and lodging, subject to the approval of the CEO. View More
Compensation and Benefits. 3.1 Salary. The Company shall pay to Executive a salary ("Base Salary") at the annual rate of $250,000. Executive's compensation shall be paid in equal, periodic installments in accordance with the Company's normal payroll procedures. The Executive's base salary shall be reviewed periodically by the Board or Committee (as defined below) pursuant to the Board or Committee's normal performance review policies for senior level executives. 3.2 Bonus. In addition to the Base Salary, Executive shall b...e eligible to receive a discretionary performance bonus ("Bonus") with a target of fifty percent (50%) of the Executive's Base Salary in effect as of December 31st of the preceding year based on Executive's and the Company's performance over the preceding year. The payment and amount of any Bonus shall be in the sole discretion of the Board or the Compensation Committee of the Board (the "Committee"). 3.3 Equity Awards. Subject to approval by the Committee, Executive will be granted an option (the "Option") to acquire 200,000 shares of the Company's common stock, at an exercise price per share basis equal to the closing price of the Company's common stock as of the date immediately prior to the date of grant (the "Grant Date"). Such option will be subject to the terms and conditions of the Company's 2018 Long-Term Incentive Equity Plan and a stock option agreement in the Company's standard form (pursuant to which the Option shall be granted). 3.4 Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time. The Executive shall be eligible to participate in the Company's annual and long-term incentive plans and programs in accordance with the terms of such plans and programs as in effect and afforded to other senior executives of the Company at levels determined by the Board (or committee of the Board). 3.5 Vacation. Executive shall be entitled to twenty (20) days of paid vacation in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy. 3.6 Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company, including expenses relating to his laptop, cell phone or other similar devices, against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures.View More
Compensation and Benefits. 3.1 Salary. The Company shall pay to Executive a salary ("Base Salary") at the annual rate of $250,000. $345,000. Executive's compensation shall be paid in equal, periodic installments in accordance with the Company's normal payroll procedures. The Executive's base salary shall be reviewed periodically by the Board or Committee (as defined below) pursuant to the Board or Committee's normal performance review policies for senior level executives. 3.2 Bonus. In addition to the Base Salary, Executi...ve shall be eligible to receive a discretionary performance bonus ("Bonus") with a target of fifty percent (50%) of the Executive's Base Salary in effect as of December 31st of the preceding year based on Executive's and the Company's performance over the preceding year. The payment and amount of any Bonus shall be in the sole discretion of the Board or the Compensation Committee of the Board (the "Committee"). 3.3 Equity Awards. Subject to approval by Restricted Common Stock Award. Upon the Committee, Effective Date, the Company shall grant Executive will be granted an option (the "Option") to acquire 200,000 500,000 shares of the Company's common stock, at an exercise price per share basis equal Restricted Common Stock under the Company's Second Amended 2014 Long-Term Incentive Plan ("Plan"). Subject to continued service to the closing price Company through the applicable vesting date and the provisions of the Company's common stock as of Plan, the date Restricted Common Stock shall become non-forfeitable over three years in equal amounts on each anniversary date. Any unvested forfeitable shares, shall become immediately prior to the date of grant (the "Grant Date"). Such option will be subject to the terms vested and conditions of the Company's 2018 Long-Term Incentive Equity Plan and a stock option agreement non-forfeitable in the Company's standard form (pursuant to which event of a termination for Good Reason or immediately after any Change of Control as defined in the Option shall be granted). Restricted Common Stock Agreement and Indemnification Agreement. 3.4 Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time. The Executive shall be eligible to participate in the Company's annual and long-term incentive plans and programs in accordance with the terms of such plans and programs as in effect and afforded to other senior executives of the Company at levels determined by the Board (or committee of the Board). 3.5 Vacation. Executive shall be entitled to twenty (20) twenty-five (25) days of paid vacation in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy. 3.6 Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company, including expenses relating to his laptop, cell phone or other similar devices, against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures. View More
Compensation and Benefits. 3.1 Salary. The Company shall pay to Executive a salary ("Base Salary") at the annual rate of $250,000. $360,000. Executive's compensation shall be paid in equal, periodic installments in accordance with the Company's normal payroll procedures. The procedures; provided however, that Executive's base salary Base Salary shall be reviewed periodically accrued and deferred until such time as the Company consummates a "Qualified Financing" as defined in that such Convertible Promissory Note issued by... the Board or Committee (as defined below) pursuant Company to the Board or Committee's normal performance review policies for senior level executives. Mesa Verde Venture Partners III, LP (dated October 30, 2019), at which time such accrued and deferred Base Salary shall be paid to Executive in full. 1 3.2 Bonus. In addition to the Base Salary, Executive shall be eligible to receive paid a discretionary performance bonus ("Bonus") with a target on January 1st of fifty percent (50%) each year beginning in 2022 equal to 100% of the Executive's Base Salary in effect as of December 31st of plus additional performance bonuses to be determined by the preceding year based on Executive's and the Company's performance over the preceding year. Board. The payment and amount of any Bonus shall be in contingent upon the sole discretion of Company meeting annual performance objectives, which shall be established annually at the first meeting each fiscal year by the Board or of Directors. For the Compensation Committee avoidance of doubt, whether Executive receives an annual bonus for any given year will be determined by the Board (the "Committee"). in its sole discretion. 3.3 Equity Awards. Subject Stock Options. The Board (or Compensation Committee) may, in its sole discretion, grant Employee options to approval by the Committee, Executive will be granted an option (the "Option") to acquire 200,000 purchase shares of the Company's common stock, at an exercise price per share basis equal stock from time to the closing price of time under the Company's common stock as of the date immediately prior equity compensation plans, but Executive understands that it is under no obligation to the date of grant (the "Grant Date"). Such option will be subject to the terms and conditions of the Company's 2018 Long-Term Incentive Equity Plan and a stock option agreement in the Company's standard form (pursuant to which the Option shall be granted). do so. 3.4 Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time. The Executive shall be eligible to participate in the Company's annual 3.5 Vacation and long-term incentive plans and programs in accordance with the terms of such plans and programs as in effect and afforded to other senior executives of the Company at levels determined by the Board (or committee of the Board). 3.5 Vacation. Sick Days. Executive shall be entitled to twenty (20) twenty-five (25) days of paid vacation and five (5) days of paid sick days in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy. 3.6 Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company, including expenses relating to his laptop, cell phone and Blackberry or other similar devices, against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures. View More
Compensation and Benefits. 3.1 Salary. The Company shall pay to Executive a salary ("Base Salary") at the annual rate of $250,000. $300,000. Executive's compensation shall be paid in equal, periodic installments in accordance with the Company's normal payroll procedures. The Executive's base salary shall be reviewed periodically by the Board or Committee (as defined below) pursuant to the Board or Committee's normal performance review policies for senior level executives. 3.2 Bonus. In addition to the Base Salary, Executi...ve shall be eligible to receive a discretionary performance bonus ("Bonus") with a target of fifty one hundred percent (50%) (100%) of the Executive's Base Salary in effect as of December 31st of the preceding year based on Executive's and the Company's performance over the preceding year. The payment and amount of any Bonus shall be in the sole discretion of the Board or the Compensation Committee of the Board (the "Committee"). 3.3 Equity Awards. Subject Restrictive Common Stock Awards and Stock Options. The Board (or Compensation Committee) may, in its sole discretion, grant Employee options to approval by the Committee, Executive will be granted an option (the "Option") to acquire 200,000 purchase shares of the Company's common stock, at an exercise price per share basis equal stock from time to time under the closing price Company's equity compensation plans, but Executive understands that it is under no obligation to do so. Upon the Effective Date, the Company shall grant Executive 60,000 shares of the Company's common stock as of the date immediately prior to the date of grant (the "Grant Date"). Such option will be subject to the terms and conditions of Restricted Common Stock under the Company's Second Amended 2018 Long-Term Incentive Equity Plan ("Plan"). Subject to continued service to the Company through the applicable vesting date and a stock option agreement the provisions of the Plan, this Restricted Common Stock shall become non-forfeitable on the three-year anniversary of the Effective Date. Any unvested forfeitable shares, shall become immediately vested and non-forfeitable in the Company's standard form (pursuant to which event of a termination for Good Reason or immediately after any Change of Control (as defined in the Option shall be granted). Plan). 3.4 Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time. The Executive shall be eligible to participate in the Company's annual and long-term incentive plans and programs in accordance with the terms of such plans and programs as in effect and afforded to other senior executives of the Company at levels determined by the Board (or committee of the Board). 3.5 Vacation. Vacation and Sick Days. Executive shall be entitled to twenty (20) twenty-five (25) days of paid vacation and five (5) days of paid sick days in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy. 3.6 Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company, including expenses relating to his laptop, cell phone and Blackberry or other similar devices, against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures. View More
Compensation and Benefits. a. Base Salary. Executive's base salary ("Base Salary") shall be three hundred thousand dollars ($300,000) per year payable in equal amounts twice monthly. The Company Board of Directors will review executives Base Salary on an annual basis, however, Company makes no assurances that executives Base Salary will be increased during the term. b. Benefits and Vacation. Executive shall be eligible to receive such medical coverage and other benefits as are available to the senior executives of Company.... Executive shall be entitled to four (4) weeks paid vacation each year during the term in accordance with the normal policies of Company. c. Incentive Compensation. Any incentive compensation, other than equity grants, such as the potential for bonus payments is at the sole discretion of the Board of Directors. Company currently has no bonus plan in place and makes no assurances that Executive will be part of any future plan. CONFIDENTIAL - DAN L. DEAREN EMPLOYMENT AGREEMENT d. Stock Option Grant. The Company Board of Directors has approved a resolution that Executive shall be granted stock options to acquire up to sixty six thousand one hundred sixty two (66,162) options to purchase common stock in the company in accordance with the terms and conditions of the Plan and Executive's Stock Option Agreement with Company. The Option may be exercised at any time after the Date of Grant. The Options vest twenty five percent (25%) on the Date of Grant and the remainder vests 1/36 per month thereafter starting on the Vesting Commencement Date. In addition, if the Company is subject to a Change in Control before or within ninety (90) days following termination of the Executive's service, then 100% of the Shares subject to the Options shall vest.View More
Compensation and Benefits. a. Base Salary. Executive's base salary ("Base Salary") shall be three hundred sixty thousand dollars ($300,000) ($360,000) per year payable in equal amounts twice monthly. The Company Board of Directors will review executives the Executive's Base Salary on an annual basis, however, the Company makes no assurances that executives Base Salary will be increased during the term. b. Benefits and Vacation. Executive shall be eligible to receive such medical coverage and other benefits as are availabl...e to the senior executives of Company. Executive shall be entitled to four (4) weeks paid vacation each year during the term in accordance with the normal policies of Company. c. Incentive Compensation. Any incentive compensation, other than equity grants, such as the potential for bonus payments is at the sole discretion of the Board of Directors. Company currently has no bonus plan in place and makes no assurances that Executive will be part of any future plan. CONFIDENTIAL - DAN L. DEAREN EMPLOYMENT AGREEMENT d. Stock Option Grant. The Company Board of Directors has approved a resolution that Executive shall be granted stock options to acquire up to sixty six ninety nine thousand one hundred sixty two (66,162) eighty three (99,183) options to purchase common stock in the company in accordance with the terms and conditions of the Plan and Executive's Stock Option Agreement with Company. The Option may be exercised at any time after the Date of Grant. The Options vest twenty five percent (25%) on the Date of Grant and the remainder vests 1/36 per month thereafter starting on the Vesting Commencement Date. In addition, if the Company is subject to a Change in Control CONFIDENTIAL - RAYMOND W. COHEN EMPLOYMENT AGREEMENT before or within ninety (90) days following termination of the Executive's service, then 100% of the Shares subject to the Options shall vest. View More
Compensation and Benefits. Your compensation and other benefits shall include, in addition to any further benefits and compensation as later approved by the Board, the following: 3.1. Base Salary. You will be paid an annual salary of $300,000.00, as of March 1, 2021, subject to annual increases as determined by the Chairman/CEO and/or the President of the Company. Your annual salary shall be payable in accordance with the Company's customary policies, subject to payroll and withholding deductions as may be required by law.... 3.2. Annual Incentive Program. You shall participate in an equitable manner with all other senior management employees in the annual incentive program approved by the Board or the Compensation Committee. No other compensation provided for in this Agreement shall be deemed a substitute for your right to participate in such annual incentive program. 3.3. Long Term Incentive Program. You will be entitled to participate in the Company's long term incentive program as approved by the Board or the Compensation Committee. 3.4. Expenses. You shall be reimbursed for any and all reasonable expenses incurred by you in the performance of your duties and services as specified in this Agreement or incurred by you on behalf of, or in furtherance of the business of, the Company, including, but not limited to, business expenses incurred in connection with travel and entertainment, provided that you shall submit to the Company satisfactory supporting receipts and other information with respect to reimbursable costs and expenses. 3.5. Other Benefits. During your term of employment, you shall be entitled to participate in any benefit plan or arrangement that the Company or its subsidiaries now or hereafter maintains that relates to (i) pension, profit sharing or other retirement benefits, (ii) medical insurance or reimbursement of medical or dependent care expenses, or (iii) other group benefits, including disability and other life insurance plans, in the same manner as other senior management employees of the Company. You may also be reimbursed for expenses incurred in connection with your club dues at a club approved by the Board. In addition, you will be provided with (i) the use of an automobile and reimbursed for all costs and expenses related to operating the vehicle or (ii) an annual vehicle allowance in an amount approved by the CEO, Board or Compensation Committee. 2 4. TERM. This Agreement shall have an initial term beginning on the Effective Date, and shall expire on the first anniversary of such date; provided, however, that the term shall be automatically extended for successive periods of one (1) year on a continuing basis unless either you or the Company shall give written notice of intention not to so extend at least ninety (90) days prior to the end of the initial one (1) year period or any renewal period (the "Term").View More
Compensation and Benefits. Your compensation and other benefits shall include, in addition to any further benefits and compensation as later approved by the Board, the following: 3.1. 3.1 Base Salary. You will be paid an annual salary of $300,000.00, as of March 1, 2021, $600,000.00, subject to annual increases as determined by the Chairman/CEO and/or the President Compensation Committee of the Company. Board. Your annual salary shall be payable in accordance with the Company's customary policies, subject to payroll and w...ithholding deductions as may be required by law. 3.2. 3.2 Annual Incentive Program. You shall participate in an equitable manner with all other senior management employees in the annual incentive program approved by the Board or the Compensation Committee. Committee of the Board. No other compensation provided for in this Agreement shall be deemed a substitute for your right to participate in such annual incentive program. 3.3. 3.3 Long Term Incentive Program. You will be entitled to participate in the Company's long term long-term incentive program as approved by the Board or the Compensation Committee. 3.4. Committee of the Board. 3.4 Expenses. You shall be reimbursed for any and all reasonable expenses incurred by you in the performance of your duties and services as specified in this Agreement or incurred by you on behalf of, or in furtherance of the business of, the Company, including, but not limited to, business expenses incurred in connection with travel and entertainment, provided that you shall submit to the Company satisfactory supporting receipts and other information with respect to reimbursable costs and expenses. 3.5. 2 3.5 Other Benefits. During your term of employment, you shall be entitled to participate in any benefit plan or arrangement that the Company or its subsidiaries now or hereafter maintains that relates to (i) pension, profit sharing or other retirement benefits, (ii) medical insurance or reimbursement of medical or dependent care expenses, or (iii) other group benefits, including disability and other life insurance plans, in the same manner as other senior management employees of the Company. You may shall also be reimbursed for expenses incurred in connection with your club dues at a club approved by the Board. In addition, you will shall be provided with (i) the use of an automobile and reimbursed for all costs and expenses related to operating the vehicle or (ii) an annual vehicle allowance in an amount approved by the CEO, Board or Compensation Committee. 2 4. TERM. This Agreement shall have an initial term beginning on the Effective Date, and shall expire on the first anniversary of such date; provided, however, that the term shall be automatically extended for successive periods of one (1) year on a continuing basis unless either you or the Company shall give written notice of intention not to so extend at least ninety (90) days prior to the end of the initial one (1) year period or any renewal period (the "Term"). Board. View More
Compensation and Benefits. (a) Director's Option Grant. Tapinator shall grant Director equity compensation in the form of an option to purchase 200,000 shares of Tapinator's common stock at an exercise price equal to the fair market value on the date of grant which shall vest in eight equal quarterly 25,000 share installments at the end of each quarterly anniversary of this Agreement, contingent on the Director's continuing to provide the Services as of each vesting date. The terms and conditions of such option grant shal...l further be evidenced and governed by a stock option agreement, which shall be executed and delivered by both parties (the "Option Agreement"). (b) Director Cash Fee. Director shall be entitled to a quarterly cash payment of $5,000 which shall accrue at the end of each calendar quarter beginning in the fiscal year 2020 and continuing during the term of this Agreement, contingent on the Director's continuing to provide the Services as of each such date; provided, however, the Company shall be entitled to defer actual payment of any such accrued cash compensation until the earlier of the following: (i) the consummation of an equity, debt, or some combination thereof financing of net proceeds to the Company of at least $1,000,000 or (ii) a Corporate Transaction (as defined in the Company's 2015 Equity Incentive Plan, as amended). (c) Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines. Such reimbursement shall include the cost of coach airfare and one night of hotel stay for any board meeting wherein the Company specifically requests that Director shall attend such meeting in person. (d) Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company as required by Delaware law. Director shall give Company reasonable notice for any inspection of books and records that Director requests. (e) Insurance. The Company shall at all times during the term of this Agreement maintain industry standard directors' and officers' liability insurance from a reputable insurance company which shall cover all members of the Board.View More
Compensation and Benefits. (a) Director's Option Equity Grant. Tapinator shall grant Director equity compensation in the form of an option to purchase 200,000 shares of Tapinator's common stock at an exercise price equal to the fair market value on the date of grant which shall vest in eight equal quarterly 25,000 share installments at the end of each quarterly anniversary of this Agreement, contingent on the Director's continuing to provide the Services as of each vesting date. The terms and conditions of such option ini...tial grant shall further be evidenced and a grant of Restricted Stock Unit (RSU) or Options of a certain amount of shares, governed by a stock option agreement, which shall be executed and delivered by both parties (the "Option Agreement"). separate RSU/Option agreement. (b) Director Cash Fee. Director shall be entitled to a quarterly cash payment of $5,000 which shall accrue at the end of each calendar quarter beginning in the fiscal year 2020 and continuing during the term of this Agreement, contingent on the Director's continuing to provide the Services as of each such date; provided, however, the Company shall be entitled to defer actual payment of any such accrued cash compensation until the earlier of the following: (i) the consummation of an equity, debt, or some combination thereof financing of net proceeds to the Company of at least $1,000,000 or (ii) a Corporate Transaction (as defined in the Company's 2015 Equity Incentive Plan, as amended). (c) Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines. Such reimbursement shall include the cost of coach airfare and one night of hotel stay for any board meeting wherein the Company specifically requests that Director shall attend such meeting in person. (d) (c) Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company as required by Delaware Maryland law. Director shall give Company reasonable notice for any inspection of books and records that Director requests. (e) (d) Insurance. The Company shall at all times during the term of this Agreement maintain industry standard directors' and officers' liability insurance from a reputable insurance company which shall cover all members of the Board. View More
Compensation and Benefits. (a) Director's Option Grant. Tapinator On an annual basis during the term of this Agreement, 374Water shall grant Director equity compensation in the form of an option to purchase 200,000 20,000 shares of Tapinator's 374Water's common stock at an exercise price equal to the fair market value on the date of grant which shall vest in eight four equal quarterly 25,000 5,000 share installments at the end of each quarterly anniversary of this Agreement, contingent on the Director's continuing to prov...ide the Services as of each vesting date. The terms and conditions of such option grant shall further be evidenced and governed by a stock option agreement, which shall be executed and delivered by both parties (the "Option Agreement"). (b) Director Cash Fee. Director shall be entitled to a quarterly cash payment of $5,000 which shall accrue at the end of each calendar quarter beginning in the fiscal year 2020 and continuing during the term of this Agreement, contingent on the Director's continuing to provide the Services as of each such date; provided, however, the Company shall be entitled to defer actual payment of any such accrued cash compensation until the earlier of the following: (i) the consummation of an equity, debt, or some combination thereof financing of net proceeds to the Company of at least $1,000,000 or (ii) a Corporate Transaction (as defined in the Company's 2015 Equity Incentive Plan, as amended). (c) Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines. Such reimbursement shall include the cost of coach airfare and one night of hotel stay for any board meeting wherein the Company specifically requests that Director shall attend such meeting in person. (d) (c) Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company as required by Delaware law. Director shall give Company reasonable notice for any inspection of books and records that Director requests. (e) (d) Insurance. The Company shall at all times during the term of this Agreement maintain industry standard directors' and officers' liability insurance from a reputable insurance company which shall cover all members of the Board. View More
Compensation and Benefits. (a) Director's Option Grant. Tapinator Director Fee. Beginning with the fiscal first quarter of 2016, Director shall grant earn quarterly cash compensation of $2,500. If and when Company achieves quarterly revenues of $2,500,000, Director equity shall earn quarterly cash compensation in the form of an option to purchase 200,000 shares of Tapinator's common stock at an exercise price equal to the fair market value on the date of grant which $5,000. Cash compensation due Director under this Sectio...n 3(a) shall vest in eight equal quarterly 25,000 share installments at be paid within forty-five days from the end of each quarterly anniversary of this Agreement, contingent on the Director's continuing to provide the Services as of each vesting date. The terms and conditions of such option grant shall further be evidenced and governed by a stock option agreement, which shall be executed and delivered by both parties (the "Option Agreement"). (b) Director Cash Fee. Director shall be entitled to a quarterly cash payment of $5,000 which shall accrue at the end of each calendar quarter beginning in the fiscal year 2020 and continuing during the term of this Agreement, contingent on the Director's continuing to provide the Services as of each which such date; provided, however, the Company shall be entitled to defer actual payment of any such accrued cash compensation until the earlier of the following: (i) the consummation of an equity, debt, or some combination thereof financing of net proceeds to the Company of at least $1,000,000 or (ii) a Corporate Transaction (as defined in the Company's 2015 Equity Incentive Plan, as amended). (c) was earned. (b) Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines. Such reimbursement shall include the cost of coach airfare and one night of hotel stay for any board meeting wherein the Company specifically requests that Director shall attend such meeting in person. (d) (c) Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company as required by Delaware law. Company. Director shall give Company reasonable notice for any inspection of books and records that Director requests. (e) (d) Insurance. The As soon as is practical but in no event later than when and if Company achieves quarterly revenues of $1,250,000, Company shall obtain, at all times during the term of this Agreement maintain Company's expense, industry standard directors' and officers' liability insurance from a reputable insurance company which shall cover all members of the Board. View More
Compensation and Benefits. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of One Hundred Eighty Thousand Dollars ($180,000) per year ("Base Salary"). Upon completion of an initial public offering of HoldCo's shares under an effective registration statement filed under the Securities Act of 1933, as amended, Executive's Base Salary shall be Two Hundred Ten Thousand Dollars ($210,000) per year. The Base Salary shall be paid in accordance with the Co...mpany's regularly established payroll practice. Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly-situated employees and may be adjusted in the sole discretion of the Company. 1 (b) Benefits. Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. (c) Bonus and Equity Compensation. Executive may be eligible for an annual cash bonus or equity compensation. Any such bonus or equity compensation, including applicable terms and conditions, shall be determined by the Manager of the Company in its sole discretion. Executive must remain employed by the Company for the full fiscal year in order to be eligible for a bonus for that fiscal year. (d) Expenses. The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive's duties hereunder in accordance with the Company's expense reimbursement guidelines.View More
Compensation and Benefits. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of One Hundred Eighty Seventy Two Thousand and Eight Hundred Dollars ($180,000) ($172,800) per year ("Base Salary"). Upon completion of an initial public offering of HoldCo's shares under an effective registration statement filed under the Securities Act of 1933, as amended, Executive's Base Salary shall be Two Hundred Ten Thousand Dollars ($210,000) per year. The Base Salar...y shall be paid in accordance with the Company's regularly established payroll practice. Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly-situated similarly situated employees and may be adjusted in the sole discretion of the Company. 1 (b) Bonus Compensation. Executive is eligible to participate in the executive bonus plan as determined by the boards of directors of the Company and Research Solutions. (c) Benefits. Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated its employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. (c) Bonus and Equity Compensation. Executive may be eligible for an annual cash bonus or equity compensation. Any such bonus or equity compensation, including applicable terms and conditions, shall be determined by the Manager of the Company in its sole discretion. Executive must remain employed by the Company for the full fiscal year in order to be eligible for a bonus for that fiscal year. (d) Expenses. The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive's duties hereunder in accordance with the Company's expense reimbursement guidelines. View More
Compensation and Benefits. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of One Hundred Eighty Thousand Zero Dollars ($180,000) ($0) per year ("Base Salary"). Upon completion of an initial public offering of HoldCo's shares under an effective registration statement filed under the Securities Act of 1933, as amended, Executive's Base Salary shall be Two Hundred Ten Forty Thousand Dollars ($210,000) ($240,000) per year. The Base Salary shall be pai...d in accordance with the Company's regularly established payroll practice. Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly-situated employees and may be adjusted in the sole discretion of the Company. 1 (b) Benefits. Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. (c) Bonus and Equity Compensation. Executive may be eligible for an annual cash bonus or equity compensation. Any such bonus or equity compensation, including applicable terms and conditions, shall be determined by the Manager of the Company in its sole discretion. discretion or the Board of Directors or the Compensation Committee of HoldCo in their sole discretion, as applicable. Executive must remain employed by the Company or HoldCo, as applicable, for the full fiscal year in order to be eligible for a bonus for that fiscal year. (d) Expenses. The Company or HoldCo, as applicable, shall reimburse Executive for reasonable business expenses incurred in the performance of Executive's duties hereunder in accordance with the Company's or HoldCo's, as applicable, expense reimbursement guidelines. 1 3. AT-WILL EMPLOYMENT (a) At-Will Termination by Company and HoldCo. Executive's employment with the Company and HoldCo shall be "at-will" at all times. The Company or HoldCo may terminate Executive's employment with the Company or HoldCo, as applicable, at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies, procedures or practices of the Company or HoldCo, as applicable, relating to the employment, discipline or termination of its employees. Upon and after such termination, all obligations of the Company or HoldCo, as applicable, under this Agreement shall cease, except as otherwise provided herein. (b) At-Will Termination by Executive. Executive may terminate employment with the Company and HoldCo at any time for any reason or no reason at all, upon written notice. Thereafter all obligations of the Company shall cease. (c) Payment. Upon termination of Executive's employment, the Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of the Company or HoldCo, as applicable, under law; and thereafter all of the obligations of the Company or HoldCo, as applicable, under this Agreement shall cease. View More
Compensation and Benefits. As compensation for the services to be performed by the Executive under this Agreement, the Company agrees to pay the Executive, and the Executive agrees to accept the following: 5.1 Salary. The Company shall pay to the Executive an annual base salary of Four Hundred Thousand US Dollars ($400,000.00) (the "Base Salary") commencing on January 1, 2020, which shall be payable in equal installments, not less frequently than bi-weekly, in accordance with the Company's payroll practices; shall be subj...ect to customary and required deductions and withholdings. 5.2 Discretionary Bonus. Executive will be eligible to participate in Company's annual bonus plan, subject to its terms and conditions, with the potential to earn a short-term cash bonus under the Company's annual management incentive plan or other similar bonus plan, equivalent to a target percentage of up to fifty percent (50%) of Executive's Base Salary ("Bonus"), based upon achievement of corporate and individual goals. The Company shall pay the Bonus for a calendar year, if at all, on or after January 1st, but by no later than March 15th, of the following calendar year, and Executive must be employed by the Company on the payment date in order to have earned the Bonus. No annual Bonus is guaranteed, and its payment rests in the sole discretion of the Company. 5.3 Incentive Equity Grants. Executive shall be eligible to receive discretionary equity grants ("Equity Grants") under the Columbia Care Inc. Omnibus Long-Term Incentive Plan, as may be amended from time to time ("Omnibus Plan"), based upon achievement of corporate and individual goals. The current annual target for Executive is One Million Seven Hundred and Fifty Thousand US Dollars ($1,750,000.00). Such Equity Grants are subject to all of the terms and conditions of the Omnibus Plan. The vesting schedule, exercise timing and price per unit (as defined in the applicable award agreement) will be determined in accordance with the Omnibus Plan. Executive should consult with a tax advisor concerning the tax risks associated with accepting the Equity Grants. 2 5.4 Benefits. The Executive shall be entitled to participate in the Company's benefit plans, including but not limited to, medical, dental, vision, life and disability insurance plans, subject to the eligibility and contribution requirements, enrollment criteria and the other terms and conditions of such plans. The Company reserves the right to modify, amend and eliminate any such plans, in its sole and absolute discretion. 5.5 Paid Time Off. Executive shall be entitled to paid vacation and holidays pursuant to the terms of the Company's vacation policy as may exist and be amended from time to time in the sole and absolute discretion of the Company. Executive shall also be eligible for paid sick days, pursuant to the Company's applicable policy as may exist and be amended from time to time in the sole and absolute discretion of the Company, and in accordance with any applicable laws. 5.6 Expense Reimbursement. The Company shall reimburse the Executive for any reasonable out-of-pocket business expenses, including for travel, marketing, entertaining or other similar business expenses, incurred by the Executive during the Employment Period in the discharge of the position duties under this Agreement ("Expense"); provided that for each Expense, such Expense was incurred and the related reimbursement request was made, in compliance with the Company's expense reimbursement policy in effect and supported by relevant documentation. 5.7 Life and Disability Insurance. The Company shall reimburse the Executive for the costs of life and long-term disability insurance up to $20,000 per year, provided that the request for reimbursement is supported by relevant documentation. 5.8 Tax Planning Costs. The Company shall reimburse the Executive for the costs associated with tax planning and preparation up to $20,000 per year, provided that the request for reimbursement is supported by relevant documentation.View More
Compensation and Benefits. As compensation for the services to be performed by the Executive under this Agreement, the Company agrees to pay the Executive, and the Executive agrees to accept the following: 5.1 6.1 Salary. The Company shall pay to the Executive an annual base salary of Four Hundred Thousand US Dollars ($400,000.00) ($400,000) (the "Base Salary") commencing on January 1, 2020, Salary"), effective as of November 19, 2019 (the one year anniversary of the Executive's initial date of employment with the Company...), which shall be payable in equal installments, not less frequently than bi-weekly, in accordance with the Company's payroll practices; practices (provided that retroactive amounts shall be payable in a lump sum following the Effective Date); shall be subject to customary and required deductions and withholdings. 5.2 withholdings; and shall be reviewed by the Company in its sole discretion based upon the Executive's and the Company's performance and may be increased. 6.2 Discretionary Bonus. Executive will be eligible to participate in Company's annual bonus plan, subject to its terms and conditions, with the potential to earn a short-term cash and/or equity-based bonus under the Company's annual management incentive plan or other similar bonus plan, equivalent to a target percentage of up to fifty 65 percent (50%) of Executive's Base Salary ("Bonus"), based upon achievement of corporate and individual goals. The Company shall pay the Bonus for a calendar year, if at all, on or after January 1st, but by no later than March 15th, of the following calendar year, and Executive must be employed by the Company on the payment date date, and in good standing, in order to have earned the Bonus. No annual Bonus is guaranteed, and its payment rests in the sole discretion of the Company. 5.3 Incentive Equity Grants. During Executive's first year of employment, Executive shall will be eligible to receive discretionary equity grants ("Equity Grants") under for a prorated Bonus based on the Columbia Care Inc. Omnibus Long-Term Incentive Plan, as may be amended from time to time ("Omnibus Plan"), based upon achievement number of corporate and individual goals. The current annual target for days Executive is One Million Seven Hundred and Fifty Thousand US Dollars ($1,750,000.00). Such Equity Grants are subject to all of was actually employed by the terms and conditions of Company during the Omnibus Plan. The vesting schedule, exercise timing and price per unit (as defined in the applicable award agreement) will be determined in accordance with the Omnibus Plan. Executive should consult with a tax advisor concerning the tax risks associated with accepting the Equity Grants. 2 5.4 calendar year. 6.3 Benefits. The Executive shall be entitled to participate in the Company's benefit plans, including but not limited to, medical, dental, vision, life and disability insurance plans, and 401k plan for its employees, subject to the eligibility and contribution requirements, enrollment criteria and the other terms and conditions of such plans. The Company reserves the right to modify, amend and eliminate any such plans, in its sole and absolute discretion. 5.5 6.4 Paid Time Off. Executive shall be entitled to paid vacation time off and holidays pursuant to the terms of the Company's vacation paid time off policy as may exist and be amended from time to time in the sole and absolute discretion of the Company. Executive shall also be eligible for paid sick days, pursuant to the Company's applicable policy as may exist and be amended from time to time in the sole and absolute discretion of the Company, and in accordance with any applicable laws. 5.6 time. 6.5 Expense Reimbursement. The Company shall reimburse the Executive for any reasonable out-of-pocket business expenses, including for travel, marketing, entertaining or other similar business expenses, incurred by the Executive during the Employment Period in the discharge of the position duties under this Agreement ("Expense"); provided that for each Expense, such Expense was incurred and the related reimbursement request was made, in compliance with the Company's expense reimbursement policy in effect and supported by relevant documentation. 5.7 Life and Disability Insurance. The Company shall reimburse also pay to the Executive an automobile expense allowance in the amount of $650.00 per month accruing from day to day. The Executive shall pay all the expenses of maintaining, insuring and operating such automobile. To the extent any reimbursements referenced in Section 6.5 (and any other reimbursements of costs and expenses provided for herein) are includable in the costs Executive's gross income for Federal income tax purposes, all such reimbursements and the automobile expense allowance shall be made no later than March 15 of life the calendar year next following the calendar year in which the expenses to be reimbursed are incurred or the automobile expense allowance accrued. 6.6 Stock Options. Subject to the approval of the Company's Board of Directors, you will be granted 110,000 iCAD incentive stock options, subject to a 3-year vesting schedule and long-term disability insurance up to $20,000 per year, provided that a 10-year expiration period. The exercise price is determined by the request for reimbursement is supported by relevant documentation. 5.8 Tax Planning Costs. The Company shall reimburse fair market value of the Executive for Company's stock on the costs associated with tax planning and preparation up to $20,000 per year, provided that the request for reimbursement is supported by relevant documentation. grant date. View More
Compensation and Benefits. As compensation for the services to be performed by the Executive Employee under this Agreement, the Company agrees to pay the Executive, Employee, and the Executive Employee agrees to accept the following: 5.1 6.1 Salary. The Company shall pay to the Executive Employee an annual base salary of Four Three Hundred Thousand US Dollars ($400,000.00) ($300,000.00) (the "Base Salary") commencing on January 1, 2020, the Effective Date of this Agreement, which shall be payable in equal installments, no...t less frequently than bi-weekly, in accordance with the Company's payroll practices; shall be subject to customary and required deductions and withholdings. 5.2 6.2 Discretionary Bonus. Executive Employee will be eligible to participate in Company's annual bonus plan, subject to its terms and conditions, with the potential to earn a short-term cash bonus under the Company's annual management incentive plan or other similar bonus plan, equivalent to a target percentage of up to fifty forty percent (50%) (40%) of Executive's Employee's Base Salary ("Bonus"), based upon achievement of corporate and individual goals. The Company shall pay the Bonus for a calendar year, if at all, on or after January 1st, but by no later than March 15th, of the following calendar year, and Executive Employee must be employed by the Company on the payment date in order to have earned the Bonus. No annual Bonus is guaranteed, and its payment rests in the sole discretion of the Company. 5.3 Company 6.3 Reserved. 6.4 Incentive Equity Grants. Executive Employee shall be eligible to receive discretionary equity grants ("Equity Grants") under the Columbia Care Inc. Omnibus Long-Term Incentive Plan, as may be amended from time to time ("Omnibus Plan"), based upon achievement of corporate and individual goals. The current annual target for Executive Employee is One Million Seven Hundred and Fifty Thousand US Dollars ($1,750,000.00). ($1,000,000.00). Such Equity Grants are subject to all of the terms and conditions of the Omnibus Plan. The vesting schedule, exercise timing and price per unit (as defined in the applicable award agreement) will be determined in accordance with the Omnibus Plan. Executive Employee should consult with a tax advisor concerning the tax risks associated with accepting the Equity Grants. 2 5.4 6.5 Benefits. The Executive Employee shall be entitled to participate in the Company's benefit plans, including but not limited to, medical, dental, vision, life and disability insurance plans, subject to the eligibility and contribution requirements, enrollment criteria and the other terms and conditions of such plans. The Company reserves the right to modify, amend and eliminate any such plans, in its sole and absolute discretion. 5.5 6.6 Paid Time Off. Executive Employee shall be entitled to paid vacation and holidays pursuant to the terms of the Company's vacation policy as may exist and be amended from time to time in the sole and absolute discretion of the Company. Executive Company, and in accordance with any applicable laws. Employee shall also be eligible for paid sick days, pursuant to the Company's applicable policy as may exist and be amended from time to time in the sole and absolute discretion of the Company, and in accordance with any applicable laws. 5.6 6.7 Expense Reimbursement. The Company shall reimburse the Executive Employee for any reasonable out-of-pocket business expenses, including for travel, marketing, entertaining or other similar business expenses, incurred by the Executive Employee during the Employment Period in the discharge of the position duties under this Agreement ("Expense"); provided that for each Expense, such Expense was incurred and the related reimbursement request was made, in compliance with the Company's expense reimbursement policy in effect and supported by relevant documentation. 5.7 Life and Disability Insurance. The Company shall reimburse the Executive for the costs of life and long-term disability insurance up to $20,000 per year, provided that the request for reimbursement is supported by relevant documentation. 5.8 Tax Planning Costs. The Company shall reimburse the Executive for the costs associated with tax planning and preparation up to $20,000 per year, provided that the request for reimbursement is supported by relevant documentation.View More
Compensation and Benefits. (a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company shall pay to the Executive, in regular periodic installments, a base salary ("Base Salary") at the rate of Dollars ($ ) per year. The Board shall review the Executive's annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Executive's... annual rate of Base Salary. (b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive. (c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive. (d) Fringe Benefits. During the Term, the Company shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time, 2 and to the number of personal days to which the Executive would otherwise be entitled under the Company policies in effect for executive officers. In addition to the foregoing, the Company shall provide the Executive with an automobile allowance in an amount determined by the Board from time to time. (e) Attorney's Fees. The Company shall reimburse the Executive for his reasonable attorney's fees incurred in the review and negotiation of this Agreement. (f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d). (g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.View More
Compensation and Benefits. (a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company Bank shall pay to the Executive, in regular periodic installments, a base salary ("Base Salary") at the rate of Three Hundred Thirteen Thousand Dollars ($ ) ($313,000) per year. The Board shall review the Executive's annual rate of Such Base Salary at such times during will be payable in accordance with the employment period as it deems appropriate, customary payroll practices of... the Bank. During the term of this Agreement, the Board may consider increasing, but not less frequently decreasing (other than once every (12) months, a decrease which is applicable to all named executive officers of the Bank and may in its discretion, approve an increase a percentage not in excess of the percentage decrease for other named executive officers), Executive's annual rate Base Salary as the Board deems appropriate. Any change in Base Salary will become the "Base Salary" for purposes of Base Salary. this Agreement. 2 (b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive. (c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive. (d) Fringe Other Benefits. During the Term, the Company Bank shall provide the Executive with the fringe other benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. Bank. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount pursuant to the Bank's written policies, including the Bank's Paid-Time Off Policy, as determined by the Board from time to time, 2 and to the number of personal days to which the time. The Executive would otherwise shall be entitled under to an executive perquisites allotment of Twenty-Four Thousand Dollars ($24,000) annually (the "Personal Benefits Allotment"), or such other greater amount as recommended by the Company policies in effect for executive officers. In addition to the foregoing, the Company shall provide the Executive with an automobile allowance in an amount determined Compensation Committee and approved by the Board from time to time. (e) Attorney's Fees. The Company time (any increase in the Personal Benefits Allotment shall reimburse become the "Personal Benefits Allotment"), to be applied by Executive, in his sole discretion, towards perquisites as the Executive for deems to be appropriate or desirable to his reasonable attorney's fees incurred in executive position, and this amount shall be fully taxable to the review and negotiation of this Agreement. (f) Executive. (e) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d). (g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.View More
Compensation and Benefits. (a) Base Compensation. As compensation for the services to be performed by the Executive during the Term, the Company Bank shall pay to the Executive, in regular periodic installments, a base salary ("Base Salary") at the rate of Dollars ($ ) per year. The Board shall review the Executive's annual rate of Base Salary at such times during the employment period as it deems appropriate, but not less frequently than once every (12) months, and may in its discretion, approve an increase in the Execut...ive's annual rate of Base Salary. (b) Short-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive cash short-term incentive compensation, determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding short-term incentive compensation to the Executive. (c) Long-Term Incentive Compensation. In addition to the foregoing Base Salary, the Executive shall be eligible during the Term to receive long-term incentive compensation determined and payable in the discretion of the Compensation Committee of the Board. At least annually, the Compensation Committee shall consider awarding long-term incentive compensation to the Executive. (d) Fringe Benefits. During the Term, the Company Bank shall provide the Executive with the fringe benefits in which the Executive was participating on the Effective Date. The Executive shall also be entitled to participate in any employee benefit plans from time to time in effect for executive officers of the Company. Bank. The Executive shall be entitled to at least four (5) weeks of vacation per year or such greater amount as determined by the Board from time to time, 2 and to the number of personal days to which the Executive would otherwise be entitled under the Company Bank 2 policies in effect for executive officers. In addition to the foregoing, the Company Bank shall provide pay or reimburse the Executive for all costs associated with the Executive's use of his country club membership for business related expenses. The Executive shall be entitled to an automobile allowance in an executive perquisites allotment of Thirty Thousand Dollars ($30,000) annually (the "Personal Benefits Allotment"), or such other greater amount determined as recommended by the Compensation Committee and approved by the Board from time to time. time (any increase in the Personal Benefits Allotment shall become the "Personal Benefits Allotment"), to be applied by Executive, in his sole discretion, towards a car allowance, country club membership, tax or financial advice or other such other perquisites as the Executive deems to be appropriate or desirable to his executive position. (e) Attorney's Fees. The Company Bank shall reimburse the Executive for his reasonable attorney's fees incurred in the review and negotiation of this Agreement. (f) Timing of Certain Payments. Any compensation payable or provided under this Section 3 shall be paid or provided not later than two and one-half months after the calendar year in which such compensation is no longer subject to a substantial risk of forfeiture, within the meaning of Treasury Regulations Section 1.409A-l(d). (g) Source of Payments: No Duplication of Benefits. Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, including payments and benefits under Sections 6 and 7 of this Agreement, are paid or received by Executive under the employment agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement. Payments will be allocated in proportion to the level of activity and the time expended by Executive on activities related to the Company and at the Bank, respectively, as determined by the Company and the Bank.View More
Compensation and Benefits. (a) Base Salary: Your annual base salary will be Three Hundred Thousand Dollars ($300,000), payable in accordance with the Company's normal payroll practices (as such may be adjusted from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. (b) Target Bonus: You will be eligible to receive an annual cash bonus, with a target amount equal to 30% of your Base Salary (the "Target Bonus" and the actual amount awarded, the "Actual Bonus"), based upon ...the achievement of both individual and Company performance objectives established in writing by the Board and subject to the terms of the applicable bonus plan(s). To receive payment of any Actual Bonus, you must be employed by the Company on the last day of such fiscal year to which such bonus relates. Your Actual Bonus will be paid by the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later. You shall be entitled to participate in all employee retirement, welfare, benefit and vacation policies and programs of the Company as are in effect from time to time and in which other senior management employees of the Company are eligible to participate, on the same terms as such other senior management employees.View More
Compensation and Benefits. (a) Base Salary: Your annual base salary will be Three Hundred Three-Hundred Thousand Dollars ($300,000), payable in accordance with the Company's normal payroll practices (as such may be adjusted increased from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. (b) Target Bonus: You will be eligible to receive an annual cash bonus, with a target amount equal to 30% 35% of your Base Salary (the "Target Bonus" and the actual amount awarded, the ..."Actual Bonus"), based upon the achievement of both individual and Company performance objectives established in writing by the Board and subject to the terms of the applicable bonus plan(s). To receive payment of any Actual Bonus, you must be employed by the Company on the last day of such fiscal year to which such bonus relates. relates and at the time bonuses are paid. Your Actual Bonus will be paid by the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later. You shall be entitled to participate in all employee retirement, welfare, benefit and vacation policies and programs of the Company as are in effect from time to time and in which other senior management employees of the Company are eligible to participate, on the same terms as such other senior management employees. View More
Compensation and Benefits. (a) Base Salary: Your annual base salary will be Three Hundred Thousand Dollars ($300,000), $475,000, payable in accordance with the Company's normal payroll practices (as such may be adjusted from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. (b) Target Bonus: You During the Employment Term you will be eligible to receive an annual cash bonus, with a target amount equal to 30% 40% of your Base Salary (the "Target Bonus" and the actual amo...unt awarded, the "Actual Bonus"), based upon the achievement of both individual and Company performance objectives established in writing by the Board and subject to the terms of the applicable bonus plan(s). To receive payment of any Actual Bonus, you must be employed by the Company on the last day of such fiscal year to which such bonus relates. relates and at the time bonuses are paid. Your Actual Bonus will be paid by the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later. You shall be entitled to participate in all employee retirement, welfare, welfare and benefit and vacation policies and programs of the Company as are in effect from time to time and in which other senior management employees of the Company are eligible to participate, on the same terms as such other senior management employees. View More
Compensation and Benefits. (a) Base Salary: Your As set forth above, your annual base salary will be Three Hundred Thousand Dollars ($300,000), $600,000 per year, payable in accordance with the Company's normal payroll practices (as such may be adjusted increased from time to time, the "Base Salary"), less any payroll deductions and withholdings as are required by law. (b) Target Bonus: You Salary"). During the Term you will be eligible to receive an annual cash bonus, with a target amount equal to 30% fifty (50%) percent... of your Base Salary (the "Target Bonus" and the actual amount awarded, the "Actual Bonus"), based upon the achievement of both individual and Company performance objectives established in writing by the Board and subject to the terms of the applicable bonus plan(s). The Actual Bonus will be pro-rated for your partial calendar year of employment during 2016, based on your Employment Date. To receive payment of any Actual Bonus, you must be employed by the Company on the last day of such fiscal year to which such bonus relates. Your Actual Bonus will be paid by relates and at the fifteenth day of the third month following your or the Company's taxable year in which it is earned, whichever is later. time bonuses are paid. You shall be entitled to participate in all employee retirement, welfare, welfare and benefit and vacation policies and programs of the Company as are in effect from time to time and in which other senior management employees of the Company are eligible to participate, on the same terms as such other senior management employees. You shall be entitled to paid vacation in accordance with the Company's policy. View More
