Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. (a) Compensation. (i) Base Salary. During the Employment Period, Executive's base salary will be four hundred thousand dollars ($400,000) per annum (as may be adjusted from time to time by the Board, the "Base Salary"), which salary will be payable by the Company in regular installments in accordance with the Company's general payroll practices (in effect from time to time). Executive's Base Salary for any partial year will be prorated based upon the number of days elapsed in such year. 1 (ii) B...onus. During the Employment Period, Executive will be eligible to earn an annual cash bonus each calendar year, under the terms and conditions of the Company's annual incentive compensation plan for which Executive's initial target shall be thirty percent (30%) of Base Salary (the "Annual Bonus"). (iii) Equity Award. The Company shall grant to Executive an option to purchase one hundred thousand (100,000) shares of the Common Stock of the Company (the "Option"). The exercise price per share shall be equal to the closing market price on the date of grant. The Option shall vest in three equal annual installments beginning on the first anniversary of the date of grant. The Option shall be evidenced by an option agreement. Executive shall be eligible to receive periodic future stock option grants at the discretion of the Board. (b)Benefits. (i) During the Employment Period, Executive will be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of the Company are generally eligible in accordance with the terms and conditions of such programs as the same may be modified from time to time. (ii) In addition to the benefits described in Section 3(b)(i) above, during the Employment Period, Executive will also be entitled to the following (without duplication): (A) Vacation. Four weeks of paid vacation each calendar year, which if not taken during any year may not be carried forward to subsequent calendar year(s) or otherwise paid; and (B) Personal Days. Four paid personal days each calendar year, which if not taken during any year may not be carried forward to subsequent calendar year(s) or otherwise paid; and (C) Business Expenses. Reimbursement for all reasonable business expenses incurred by Executive in the course of performing his duties and responsibilities under this Agreement, and that are excludable from gross income, with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. (c) Withholding. All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company. View More

Compensation and Benefits. (a) Base Salary. During the Term, the Company shall pay Executive a base salary ("Base Salary") at a rate of $ 170,000. on an annual basis, effective as of the Start Date. The Company will pay the Base Salary to Executive in accordance with the Company's payroll practices for its employees. During the Term, the Company may increase, but not decrease the Base Salary. The Company (acting through the Compensation Committee of the Board of Directors) shall reevaluate Executive's Base Salary in the e...vent the Company has purchased some or all of the assets that are held by Trio Petroleum LLC ( the "LLC Assets"), or if all or a substantial portion of the LLC Assets are disposed or sold to a third party unaffiliated with the Company. (b) Bonus. Executive will be eligible for an annual discretionary bonus of up to fifty percent (50%) of Executive's Base Salary actually received in any such year (the "Annual Bonus"), which will be based on a calendar year basis, unless otherwise determined by the Company (the "Bonus Period"). Whether Executive receives an Annual Bonus for any Bonus Period, and the amount of any such Annual Bonus, will be determined by the Company's compensation committee thereof in its sole discretion based upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by the Board. Executive must remain an active employee in good standing through the end of any given calendar year, and be an active employee in good standing at the time the Annual Bonus is paid in order to earn an Annual Bonus for the prior Bonus Period. The Annual Bonus will be paid prior to March 15 of the year following the Bonus Period. For the avoidance of doubt, Executive will not be eligible for, and will not earn, any Annual Bonus if Executive's employment terminates for any reason before the end of the Bonus Period. For the sake of clarity, any bonus paid for any year shall not create any entitlement to a bonus in a future year. (c) Restricted Stock Grant. Subject to approval by the Board, and pursuant to the Company's Omnibus Incentive Compensation Plan (as may be amended from time to time, the "Plan"), the Executive shall receive an equity grant of 150,000 Restricted Stock Units (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) (the "RS"), subject to Executive's continued service with the Company and all in accordance with the terms and conditions set forth in the Plan. The anticipated RS will be governed by the terms and conditions of the Plan and Executive's grant agreement (the "RS Agreement"), and shall vest in accordance with the following schedule, subject to your continued service with the Company: 25% of the RS will vest 6 months after the Start Date, and the remainder shall vest in equal tranches every 6 months thereinafter until either the RS is fully vested or Executive's service with the Company terminates, whichever occurs first. 2 (d) Benefits. Executive shall be eligible to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time. In addition, the Company provides an annual vacation entitlement of 25 days, calculated on a monthly basis. Vacation days are governed by the Company's policies which may change from time to time. (e) Expenses. The Company shall reimburse Executive for all reasonable business and travel expenses incurred in the performance of his job duties and the promotion of the Company's business, promptly upon presentation of appropriate supporting documentation. Executive shall be entitled to travel in business class on all flights taken with a scheduled duration of over 5 hours. View More

Compensation and Benefits. 2.1. Salary. As of the Execution Date, for the performance of Employee's duties hereunder, the Company shall pay Employee an annual salary of $575,000 ("Base Compensation"), payable (after deducting required withholdings) in accordance with the Company's ordinary payroll practices. 2.2. Bonus. Employee will be eligible to participate in all Group bonus or incentive compensation or nonqualified deferred compensation plans that are generally available to Group executive officers. 2.3. Benefits. Em...ployee shall be entitled to such medical, disability and life insurance coverage and such sick leave and holiday and vacation benefits, if any, and any other benefits as are made available to Group executive officers, all in accordance with the applicable benefits policies and programs in effect from time to time. Employee will accrue paid vacation on a pro-rata basis, in an amount equivalent to six (6) weeks per calendar year, subject to any and all accrual caps and rules and procedures established by Company policy regarding the use and accrual of vacation. Employee shall also be covered by any Group directors and officers liability insurance coverage during Employee's employment with the Company, as well as such other insurance coverage as the Group approves and/or is required by law. 2.4. Reimbursement of Expenses. Employee shall be entitled to be reimbursed for all reasonable and necessary expenses, including but not limited to expenses for travel, meals and entertainment, incurred by Employee in connection with and reasonably related to the furtherance of the Company's business; provided, however, that the Company requires as a condition to such reimbursements, that Employee comply with the Company's expense reimbursement policies. Reasonable and necessary telephone, and internet expenses will be reimbursed in accordance with Company policy. In an effort to facilitate reimbursement of Employee's travel expenses, the Company shall provide Employee with an automobile allowance in the amount of $800 per calendar month. 2.5. Annual Review. The Board or, if delegated by such Board, its Compensation and Management Development Committee, will on an annual basis review Employee's performance and compensation hereunder (including salary, bonus and/or equity incentives). 1 2.6. Change in Control. Upon a Change in Control, the time-based vesting conditions of Employee's then-outstanding (if any) unvested Equity Awards (as defined below) shall be deemed to be fully satisfied. View More

Compensation and Benefits. 4.1. Base Salary. While employed by the Company pursuant to this Agreement, the Company shall pay the Employee an annual base salary of $302,500 payable in accordance with the Company's normal payroll practices. The Company shall periodically review (at least annually) Employee's compensation and benefits, provided that any changes thereto shall be determined by the Company in its sole and absolute discretion. The Employee's base salary in effect from time to time is referred to herein as the "B...ase Salary". 4.2. Target Bonus. Employee will be eligible to receive an annual cash bonus in a target amount equal to 30% of the Employee's Base Salary based on achievement of corporate performance (including financial) objectives to be established from time to time by the Board of Directors (the "Board" and such bonus, the "Target Bonus") as well as achievement of annual personal performance objectives to be mutually agreed upon in writing between Employee and the Chief Executive Officer. To receive payment of any Target Bonus, Employee must be employed by the Company at the time the bonus is paid. Employee will be eligible to receive the Target Bonus in such amount and upon such terms as shall be determined by the Board at its sole discretion. 4.3. Employee Benefits. Employee shall be eligible to participate in all employee benefit plans and arrangements, including, but not limited to, medical, dental, vision and long-term disability insurance benefits and arrangements, as are made available by the Company to its other senior executives, subject to the terms and conditions thereof, on terms not less favorable than are made available to the Company's other senior executives. The Company reserves the right to modify benefits, contribution, and reimbursement levels from time to time, as it deems necessary. 4.4. Vacation. Employee will be entitled to paid vacation and holidays pursuant to the terms of the Company's vacation policy as may exist from time to time. View More

Compensation and Benefits. For and in consideration of all services rendered under this Agreement, the Company will compensate Executive as follows: (a) Salary. During the term of Executive's employment under this Agreement, Executive will be compensated on the basis of an annual salary of $360,000 which may be periodically deferred as determined by the Executive or Board as needed to cover other expenses effective April 1, 2020, payable in accord with the Company's standard payroll practices. (b) Bonus. In addition to Ex...ecutive's base salary (Section 3(a)), throughout his employment, Executive will be eligible for a quarterly and an annual discretionary bonus as periodically established by the Board (the "Bonus"), based upon metrics that will be established by the Board in its sole discretion paid at the time periods determined by the Board. (c) Stock Options. Executive shall be eligible to participate in the Company's 2020 Equity Incentive Plan ("Plan") and receive stock options granted pursuant to the Plan. (d) Expenses. The Company will reimburse Executive for all reasonable and necessary expenses that Executive incurs in carrying out his duties under this Agreement in accordance with the Company reimbursement policies as in effect from time to time, provided that Executive presents to the Company from time to time an itemized account of such expenses in such form as the Company may require. (e) Participation in Benefit Plans. As of the Effective Date, Executive shall be included in any and all plans of the Company providing general benefits for the Company's employees, including, without limitation, medical, dental, vision, disability, life insurance, 401(k) plan, vacation, and holidays. View More

Compensation and Benefits. (a) Salary. The Company agrees to pay Executive a salary during the Employment Period in installments based on the Company's practices as may be in effect from time to time. Executive's initial salary shall be at the rate of $500,000 per year (the "Base Salary"). The Board shall review Executive's Base Salary from time to time and may, in its sole discretion, increase it. A-1 (b) Annual Bonus. During the Employment Period, Executive shall be eligible for a target annual bonus of up to 85% of Exe...cutive's Base Salary, based on the achievement of specified performance goals (as determined by the Board). Any bonus earned pursuant to this subparagraph 4(b) shall be paid to Executive in the calendar year following the calendar year in which such bonus was earned. (c) Standard Benefits Package. Executive shall be entitled during the Employment Period to participate, on the same basis as other senior executives of the Company, in the Company's Standard Benefits Package. The Company's "Standard Benefits Package" means those benefits (including insurance, vacation and other benefits, but excluding, except as hereinafter provided in subparagraph 6(b), any severance pay program or policy of the Company) for which substantially all of the senior executives of the Company are from time to time generally eligible, as determined from time to time by the Board. (d) Business Expenses. The Company shall reimburse Executive for all reasonable expenses incurred by Executive during the Employment Period in the course of performing Executive's duties under this Agreement that are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements applicable generally with respect to reporting and documentation of such expenses. Upon presentation of appropriate documentation, the Company shall pay the Executive's reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement, up to a maximum of $ 10,000 which shall be paid within sixty (60) days following the Effective Date, provided that the Executive is still employed at the time of such payment. (e) Reimbursements. If any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement would constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such reimbursements or in-kind benefits shall be subject to the following rules: (i) the amounts to be reimbursed, or the in-kind benefits to be provided, shall be determined pursuant to the terms of the applicable benefit plan, policy or agreement and shall be limited to Executive's lifetime and the lifetime of Executive's eligible dependents; (ii) the amounts eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; (iii) any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iv) Executive's right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit. (f) Indemnification. With respect to Executive's acts or failures to act during the Employment Period in Executive's capacity as a director, officer, employee or agent of the Company, to the extent Executive is a director or officer of the Company, the Company shall indemnify the Executive and provide director and officers liability insurance coverage to the Executive on the same basis as other directors and officers of the Company. A-2 5. Employment Period. The Employment Period shall continue until, and shall end upon, the termination of Executive's employment with the Company or any subsidiary for any reason. View More

Compensation and Benefits. a) Salary. The Company agrees to pay you an annual salary of $385,000 ("Base Salary"), less all required deductions and withholdings, payable as earned in accordance with the Company's customary payroll practices. b) Performance Bonus. You will be eligible to earn an annual performance bonus of up to 35% of your Base Salary, based on achievement of performance targets established by the Company. The amount of any such bonus will be determined in the sole discretion of the Company. You must be em...ployed with the Company on the date such bonus is paid in order to be eligible for any bonus payment. Such bonus will be pro-rated for any partial year of employment. c) Sign-on Bonus. The Company agrees to pay you a sign-on bonus of $325,000 in the aggregate, less all required deductions and withholdings (the "Sign-On Bonus"), which Sign-On Bonus shall be payable in two tranches and subject to the following terms: The initial tranche of the Sign-On Bonus shall be for $162,500, less all required deductions and withholdings, and shall be payable upon your first payroll in accordance with the Company's customary payroll practices. The final tranche of the Sign-On Bonus shall be the remaining sum of $162,500, 1 less all required deductions and withholdings, and shall be payable within 45 days of the six (6) month anniversary of your start date in accordance with the Company's customary payroll practices. To receive the final tranche of the Sign-On Bonus, you must be employed with the Company on the six (6) month anniversary of your start date. You agree to repay (i) the full amount of your Sign-On Bonus to the Company if you voluntarily terminate your employment prior to the twelve (12) month anniversary of your start date and (ii) 50% of your Sign-On Bonus to the Company if you voluntarily terminate your employment on or after the twelve (12) month anniversary of your start date and prior to the twenty-four (24) month anniversary of your start date. d) Stock Options. Subject to approval of the Company's Board of Directors (the "Board"), you will receive an option to purchase 1,035,685 shares of the Company's common stock (the "Option") pursuant to the Company's 2015 Stock Incentive Plan. The per share exercise price of the Option will be equal to the per share fair market value of the Company's common stock on the date of grant, as determined by the Board. The Option will be contingent upon you executing the Company's standard stock option agreement. So long as you continue in service with the Company, the Option will vest and become exercisable with respect to 25% of the shares subject to the Option on the one-year anniversary of your start date, and with respect to the balance, in thirty-six (36) equal monthly installments upon your completion of each additional month of service thereafter. e) Benefits. You will be eligible to participate in regular health insurance, vacation, and other employee benefit plans established by the Company for its employees from time to time on substantially the same terms as are made available to employees of the Company generally, provided you are eligible under (and subject to all provisions of) the plan documents governing those plans. f) Commuting and Lodging Expenses. The Company will provide a fully taxable reimbursement for reasonable travel and lodging expense of up to $6,000 per month (for up to two years from your start date), less all required deductions and withholdings, related to your travel back and forth from San Diego, California to the San Francisco Bay Area to provide services under this letter agreement, upon submission of proper vouchers and documentation in accordance with the Company's expense reimbursement policy. g) Other Expenses. The Company will reimburse you for all other reasonable and necessary expenses incurred by you in connection with the Company's business, in accordance with any applicable policy established by the Company from time to time. View More

Compensation and Benefits. 2.1 Base Salary. 2.2 Annual Discretionary Cash Bonus. 2.3 Equity Compensation. 2.4 Retirement and Welfare Plans. 2.5 Vacation. 2.6 Reimbursement of Expenses.

Compensation and Benefits. Base Salary. Executive shall receive for services to be rendered hereunder a salary at the rate of $340,000 per year, payable in approximately equal installments in accordance with the Company's regular payroll and subject to payroll deductions as may be necessary or customary in respect of the Company's salaried employees (the "Base Salary"). The Base Salary will be reviewed by and shall be subject to increase (but not decrease) at the sole discretion of the Board or the Compensation Committee ...of the Board each year during the term of this Agreement. Participation in Benefit Plans; Vacation. During the term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health, accident, disability, 401(k) retirement savings plan or similar plan or program of the Company or its Affiliates now existing or established hereafter to the extent that he is eligible under the general provisions thereof. The Company or its Affiliates may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit programs as it deems appropriate. Executive shall also participate in all fringe benefits, including without limitation annual vacation time, offered by the Company to any of its executives at such Executive's level. Notwithstanding anything otherwise provided under this Agreement, nothing contained herein shall obligate the Company or its Affiliates to continue or maintain any particular benefit plan or program on an ongoing basis. View More

Compensation and Benefits. 2.1 Salary. During the term of employment, the Company will pay the Executive, a base annual salary of $220,000 comprised of $120,000 in cash ("Cash Salary") and $100,000 in Company stock options ("Equity Salary"), less applicable taxes and withholdings, payable in accordance with the Company's regular payroll practices ("Base Salary"). 2.1.1 The Equity Salary shall be issued in advance for a 12-month period on January 1 of the calendar year and vest monthly over that calendar year. For clarific...ation, Equity Salary for calendar year 2021 was previously issued and therefore shall not be issued on the Effective Date. 2.1.2 Upon the Company's listing on a national exchange ("IPO"), the going forward Base Salary shall convert, in its entirety, into cash only (i.e. no Equity Salary). In such case, any unvested Equity Salary shall be forfeited. 2.2 Bonus. In addition, Executive shall be eligible for a performance bonuses in accordance with Exhibit B ("Performance Bonus"). The Board at its sole discretion, may modify the Base Salary and Performance Bonus with the written consent of the Executive. 2.3 Expenses. Business expenses may be submitted by the Executive to the Company for reimbursement in accordance with the Company's policies and procedures applicable to senior executives and in accordance with Exhibit A to this Agreement, which is incorporated by reference. The Company retains the right, in a manner consistent with its policies and procedures, to determine whether any expense incurred by the Executive was in the ordinary and necessary course of performing the Executive's duties under this Agreement. 2.4 Benefits. The Executive is eligible for the benefits, including retirement savings, welfare, healthcare, and fringe benefits offered to other similarly situated senior executives of the Company, subject to the applicable policies and practices and the terms and conditions of any applicable benefits plan, summary plan description, and/or plan documents, and in accordance and in accordance with Exhibit A to this Agreement. Nothing in this Agreement alters, modifies, or changes any such policy, benefits plan, summary plan description, or plan document. 2.5 Equity Incentive. In addition to the Equity Salary, as stated in and in accordance with Exhibit C to this Agreement, which is incorporated by reference, the Executive is eligible to receive certain incentive equity (i.e. stock options, restricted stock, etc.) of the Company ("Equity Incentive"), subject to the terms and conditions of the 2016 The Glimpse Group Equity Incentive Plan (as it may be amended and restated) and any applicable agreements between the Company and the Executive. The grant of any Equity Incentive is subject to Company's Compensation committee and Board of Directors' approval and the Executive's execution and performance of a Stock Option Grant Agreement. View More