Compensation and Benefits Clause Example with 7 Variations from Business Contracts
This page contains Compensation and Benefits clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Compensation 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
Variations of a "Compensation and Benefits" Clause from Business Contracts
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 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. During the Term, the Salary. The Company shall pay to the Executive base annual compensation ("Base Salary") of $370,000, payable in accordance with the Company's regular its normal payroll practices and (but not less all required withholdings. frequently than monthly) an annual salary at a rate of two hundred twenty seven thousand dollars ($227,000 USD) per annum ("Base Salary"). The Executive's Base Salary shall be reviewed at least annually and may be increased for the ...purpose of determining increases, if any, based on an assessment of the Executive's performance, the performance of the Company, inflation, the then prevailing salary scales for comparable positions positions, inflation and other relevant factors; provided, however, that factors. Effective as of the date of any increase in the Executive's Base Salary, Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall be solely within the discretion not limit or reduce any other obligation of the Company. Executive's Base Salary shall not be subject Company 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. Executive under this Agreement. (b) Bonuses. Annual Bonus. During the Term, Term of Employment, the Executive shall be eligible to receive an annual cash incentive award ("Annual Bonus") pursuant to the bonus plan then in effect for such year-end bonus, executive employees of the Company (the "Bonus Plan"). All Annual Bonuses are subject to the terms and conditions of then-current Bonus Plan adopted by the Company. If the Executive achieves his target performance goals for a Fiscal Year, which may goals shall 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 determined by the Compensation Committee of the Board after consultation with on an annual or more frequent basis, the Company's Chief Executive Officer, provided, that the Company Annual Bonus 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 not less than thirty five percent (35%) 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 his Base Salary. To be eligible to receive payment of any such annual bonus, an Annual Bonus, the Executive must be actively employed by the Company at the time the Annual Bonus, if any, is paid; provided, however, that if the Executive's employment is terminated by the Company without Cause, by the Executive for Good Reason, or upon non-renewal by the Executive as provided in Section 2, Executive shall be entitled to receive a pro-rated Annual Bonus for such Fiscal Year, subject to his achievement of his target performance goals prior to such termination. Any such pro-rated bonus shall be paid within thirty (30) days of the date the annual bonus is paid. Executive's termination of employment. 2 (c) 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 during the Term of Employment, the Executive shall not be eligible to participate in any generally available severance benefit plan, program or arrangement sponsored or maintained by the Company. 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. If a conflict should exist between similar benefits afforded under any Company policy and the benefits afforded under this Agreement, to the extent that this Agreement shall provide for greater benefits, the terms of this Agreement shall control. (d) Vacations. During the Term, Term of Employment, the Executive shall be entitled to 20 days paid an annual aggregate maximum of thirty (30) days' 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 his Service Agreement with Immunic AG. (e) Reimbursement of Expenses. During the Term of Employment, the Executive shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Executive upon the receipt by the Company shall reimburse Executive for all such expenses, of reasonable documentation in accordance with reasonable standard practices, policies and procedures applicable to other senior executives of the Company. 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. (a) Base Compensation. During the Term, the Company shall pay to Executive base annual compensation ("Base Salary") of $370,000, $898,439, 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, 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 employment contract executives of the Company. (b) Bonuses. During the Term, Executive shall be eligible for such year-end bonus, 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 of 40% up to 100% of Base Salary, Salary (the "Target Bonus"), as may be awarded pursuant to any annual executive bonus plan and related corporate 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 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 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. Any Long-Term Incentive Grants issued to 3 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 Executive to receive payment of any such annual bonus, the Executive must be employed then applicable long-term incentive plan by the Company as of the date the annual bonus is paid. (c) which they are issued. (d) 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 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) (e) Vacations. During the Term, Executive shall be entitled to 20 25 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) policy, provided that the Executive shall not be entitled to accrue a balance of more than 40 vacation days. (f) 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. In addition, the Company shall promptly reimburse the Executive for all reasonable legal fees incurred by the Executive in connection with the review, negotiation, drafting and execution of this Agreement, up to a cap of $5,000. 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, $442,007, 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, 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 employment contract executives of the Company. (b) Bonuses. During the Term, Executive shall be eligible for such year-end bonus, 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 of 40% up to 100% of Base Salary, Salary (the "Target Bonus"), as may be awarded pursuant to any annual executive bonus plan and related corporate 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 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 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. 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 3 long-term incentive grant agreement(s) under the Executive to receive payment of any such annual bonus, the Executive must be employed then applicable long-term incentive plan by the Company as of the date the annual bonus is paid. (c) which they are issued. (d) 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 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, 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) (e) Vacations. During the Term, Executive shall be entitled to 20 25 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) policy, provided that the Executive shall not be entitled to accrue a balance of more than 40 vacation days. (f) 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. In addition, the Company shall promptly reimburse the Executive for all reasonable legal fees incurred by the Executive in connection with the review, negotiation, drafting and execution of this Agreement, up to a cap of $5,000. 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, $415,000, 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, 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 of Directors. 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, 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 of 40% 50% of Base Salary, Salary (the "Target Bonus"), 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, Board, provided that the Company Board shall be under no obligation whatsoever to pay such discretionary year-end bonus Annual Bonus for any year. Any such equity bonus Annual Bonus shall contain such rights and features as are typically afforded to other contract executives of the Company. (c) Options. As soon as practicable, the Company employees will recommend to the Board of Directors that Executive be granted an option to acquire, at time of issuance, the number of shares of common stock of the Company (the "Common Stock") that is equal to two and a similar level in connection with comparable equity bonuses half percent (21⁄2%) of the total number of outstanding shares of all classes of stock of the Company (the "Option"). One-third of the number of shares of Common Stock subject to the Option shall vest and become exercisable on the first anniversary of the Start Date, another one-third of the Option shall vest and become exercisable on the second anniversary of the Start Date, and the final one-third of the Option shall vest and become exercisable on the third Anniversary of the Start Date, all subject to Executive's continuing employment on the stated Start Date anniversaries. In addition the Executive shall be eligible for annual option grants as may be awarded solely at the discretion of the Compensation Committee of the Board, provided that the Board shall be under no obligation whatsoever to grant such discretionary options awards. Any options issued to Executive after the Option shall be governed by the Company. Except as otherwise provided in Section 7, in order for Company's 2011 Long-Term Incentive Plan and the Executive to receive payment of any such annual bonus, Employee Option Agreement(s) under the Executive must be employed 2011 Long-Term Incentive Plan by the Company as of the date the annual bonus is paid. (c) which they are issued. 3 (d) 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 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) (e) 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) (f) 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. In addition, the Company shall promptly reimburse the Executive for all reasonable legal fees incurred by the Executive in connection with the review, negotiation, drafting and execution of this Agreement, up to a cap of $5,000. View More
