Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. (a) Base Salary. Your base salary will be at the rate of $450,000 per year and will be paid out on a bi-weekly basis for so long as you remain an employee of Proteostasis. Your base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). Proteostasis Therapeutics, Inc. | 200 Technology Square, Fourth Floor, Cambridge, MA 02139 | T: 617.225.0096 Meenu Chhabra March 11, 2016 Page 2 (b) Bonus Plan. You will be eligible to receive an ...annual cash bonus of up to 50% of your base salary pursuant to the Company's Senior Executive Cash Incentive Bonus Plan, as it may be amended from time to time. (c) Equity Grant. Nothing in this Agreement affects any prior grant by the Company to you of options to purchase shares of the Company's common stock as set forth in Incentive Stock Option Agreements ("Stock Agreements"), which are subject to the Proteostasis Therapeutics, Inc. 2008 Equity Incentive Plan (the "Plan" and, together with the Stock Agreements, the "Equity Documents"). (d) Other Benefits. Proteostasis offers a range of fringe benefit plans, including a 401(k) plan and medical, dental, life, and disability insurances. Some of these plans require that you share in the cost; some are paid for by the Company. Information relating to these plans has previously been made available to you. You will be entitled to participate in or receive benefits under the Company's existing and future employee benefit plans, as amended or adopted time to time, subject to the terms and conditions of those employee benefit plans. You shall be entitled to participate in all benefit plans that are made generally available to all or most other senior executive employees of the Company. (e) Vacation. You will be entitled to up to 20 days of paid vacation in each year, subject to the Company's vacation policy in effect, as amended from time to time, prorated for any portion of a calendar year of your employment. View More

Compensation and Benefits. 3.1 Base Salary.During the Employment Period, Executive's base salary shall be $395,000 per annum or such higher rate as the Board may determine, in its sole discretion, from time to time (as adjusted from time to time, the "Base Salary"). Executive's Base Salary shall be payable by the Company in regular installments in accordance with the Company's general payroll practices in effect from time to time. In addition to the Base Salary payable to Executive under this Section 3.1, Executive shall ...be paid an additional amount (the "Tax Gross Up") equal to the self-employment taxes Executive is obligated to pay as a result of Executive's status as a partner in a partnership (rather than as an employee of a corporation) for federal income tax purposes. The Tax Gross Up to be paid to Executive shall be determined by the Company in a manner consistent with similar payments made to other senior executives of the Company, and shall be payable in accordance with the Company's general payroll practices in effect from time to time. 3.2 Bonus Plan. In addition to Base Salary, effective as of April 1, 2018, Executive shall be eligible for an annual cash bonus award ("Bonus") in an amount expected to be not less than a target bonus of one-hundred percent (100%) of Executive's then current Base Salary (or such higher target bonus as the Board, in its sole discretion, may determine from time to time). Executive acknowledges and agrees that any such Bonus is not guaranteed and is contingent upon Executive and the Company achieving the goals set forth in a management cash bonus plan ("Bonus Plan") to be adopted or amended by the Board from time to time. Other than with respect to Executive's target bonus percentage, Executive shall participate in the Bonus Plan on the same terms as other senior executives of the Company. 3.3 Other Benefits. During the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of the Company and its affiliates are generally eligible. Executive shall be entitled to four weeks of paid vacation each calendar year in accordance with the Company's policies, which if not taken during any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. 3.4 Location: Expenses. Executive's primary office shall be in Atlanta, Georgia; provided, however, Executive shall be expected to travel as needed to the Company's other offices and locations, including international locations in connection with the fulfillment of Executive's duties hereunder. The Company shall reimburse Executive for all reasonable, ordinary and necessary documented travel (other than commuting costs to Executive's primary office location), entertainment and other out-of-pocket expenses that Executive incurs on behalf of the Company in the course of his employment hereunder in accordance with the Company's normal policies and provisions regarding such reimbursements. 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. (a) The Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $250,000 per year ("Base Salary"), which may be increased from time to time in such amounts as may be determined by the Board of Directors of the Employer and may not be decreased without the Executive's express written consent. (b) During the term of this Agreement, the Executive shall be entitled to participate in and receive the benefits of any pension or othe...r retirement benefit plan, profit sharing, stock incentive, or other plans, benefits and privileges given to employees and executives of the Employer, to the extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Employer. The Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employer. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (c) During the term of this Agreement, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Board of Directors of the Employer, which shall in no event be less than four weeks per annum. The Executive shall not be entitled to receive any additional compensation from the Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Employer. 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. (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. 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

Compensation and Benefits. In consideration of the services to be rendered under this Agreement, Company shall pay Director an annual fee at the rate of $1,000.00, which shall be paid in increments of $250.00 per quarter. (b) Stock and Stock Options. Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties. (c) Expenses. T...he Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company's expense reimbursement guidelines. (d) Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Company's Articles of Incorporation, as amended, bylaws, as amended and applicable law. Company will purchase Director's and Officer's liability insurance when a policy is purchased by the Company and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges, and expenses in connection with any action, suit or proceeding to which they may be made a party by reason of their affiliation with Company, its subsidiaries, or affiliates. If a Director resigns or is terminated, the indemnification will carry on until any pending lawsuit covering the time of the Director's service is resolved. (e) Records. So long as the Director shall serve as a member of the Company's Board of Directors the Director shall have full access to books and records of Company and access to management of the Company. View More

Compensation and Benefits. (a) Base Salary. During the Employment Period, your annual base salary shall not be less than $800,000 ("Base Salary"); provided that your annual base salary may be reduced to less than the Base Salary if the annual base salaries in effect for all or the majority of other senior executive officers of the Company are similarly reduced (for this purpose of determining similarly reduced, the reduction shall be measured as a percentage of their base salary prior to such reduction). The Base Salary s...hall be paid pursuant to regular Company payroll practices for the senior executives of the Company and shall be reviewed annually by the Company. For all purposes herein, Base Salary shall mean Base Salary as adjusted pursuant to this Section 3(a). (b) Annual Bonus. In addition to the Base Salary, for each fiscal year during the Employment Period, you will have the opportunity to earn an annual bonus ("Annual Bonus") at the following percentages of your Base Salary if both the Company achieves certain performance objectives (which will be determined by the Company for each such fiscal year in accordance with the Company's bonus plan) and you achieve your performance goals established by the Company: target bonus of 100%, up to a maximum bonus based upon the terms of the bonus plan as in effect from time to time. Notwithstanding the foregoing, (i) for fiscal year 2015, your Annual Bonus will not be less than $800,000, multiplied by the number of days beginning with the Commencement Date and ending on the last day of fiscal year 2015, and divided by 365, and (ii) for fiscal year 2016, your Annual Bonus will not be less than $600,000. Any Annual Bonus will be paid only if you are actively employed with the Company and not in breach of this Agreement on the date of actual payment, except that such requirement of continued employment shall not apply to the payment of any Pro-Rata Bonus or any accrued but unpaid Annual Bonus payable pursuant to Section 2(c) hereof. (c) Employee Benefits. During the Employment Period, you will be entitled to participate in the Company's benefit package made generally available to other senior executive officers of the Company, subject to the applicable terms of each benefit plan. Currently, the -6- Company's benefit package includes paid time off days, holidays, life insurance, medical insurance, a matching 401(k) tax deferred savings plan, a flexible spending account, and the associate discount. The Company reserves the right to change these benefits at any time in its sole discretion. (d) Business Expense Reimbursement. The Company shall promptly reimburse you for all reasonable business expenses incurred by you in connection with the performance of your duties and responsibilities hereunder upon the presentation of statements of such expenses in accordance with the Company's policies and procedures as may be in effect from time to time; provided that such reimbursement shall occur no later than the last day of the calendar year following the calendar year in which you incurred the reimbursable expense. (e) Equity. In accordance with the Chinos Holdings, Inc. 2011 Equity Incentive Plan (as amended from time to time, the "Plan"), you will be granted (i) 2.5 million restricted shares of Class A common stock of Parent ("Parent Stock"), subject to time-based vesting the service period of which shall commence as of your Commencement Date notwithstanding that the grant may be made at a later date; (ii) 1.5 million restricted shares of Parent Stock subject to performance-based vesting; and (iii) an option to purchase 2 million shares of Parent Stock, subject to time-based vesting and with an exercise price of $0.10 or, if higher, the fair market value of a share of Parent Stock on the date of grant (collectively, the "Equity Awards"). Except as provided in Section 7(b), the Equity Awards are subject to the Plan, the terms of the award agreements evidencing such Equity Awards (the forms and terms of which have been previously provided to you), the terms of the Stockholders Agreement and other restrictions and limitations generally applicable to common stock of Parent or equity awards held by Company executives or otherwise imposed by law. (f) Director and Officer Insurance. During the Employment Period, and at all times thereafter during which you remain an executive officer of the Company, the Company or its Affiliates will provide you with directors' and officers' insurance liability coverage to cover claims arising from your activities on behalf of the Company and its Affiliates, in the same manner as such insurance is provided to other similarly-situated executive officers or directors of the Company and its Affiliates. View More

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