Compensation and Benefits Contract Clauses (2,414)

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. Base Wage. In this exempt position, you will earn $25,000.00 per month, which is equivalent to $300,000.00 on an annual basis, subject to applicable tax withholding. Your salary will be payable pursuant to the Company's regular payroll policy. b. Sign on bonus. If you accept this offer by 4/4/14, you will be given a $15,000.00 sign on bonus, subject to applicable tax withholding. This bonus will be paid 30 days after your start date. You must be an employee of the company at the time of payou...t to receive this bonus. If you voluntarily terminate your employment for any reason, other than death or disability, prior to 12 months from your start date, (1) you will be obligated to pay back in full any advance of the bonus within 30 days of your termination, and (2) you hereby waive payment of any amounts otherwise payable to you under a severance agreement to the extent of the total amount of any payments advanced and not paid back under this offer. c. Bonus. You will be eligible to participate in the CardioDx Corporate Bonus Program based on agreed upon, and met, milestones and metrics. All bonus payments are subject to approval from the Board of Directors. Your target bonus amount will be 30% of your base salary and will be prorated based on your actual start date with the Company. You must be employed by CardioDx at the time of payout in order to receive the bonus. d. Benefits. You will receive the Company's standard employee benefits package as the Company makes available to other similarly situated employees, and will be subject to the Company's vacation policy, as such package and policy are in effect from time to time. e. Retention and Severance. In the event the company becomes publically traded, you will be eligible to participate in the 2014 Retention and Severance Benefit Plan (RSP) with the level of benefits equal to those extended to the Named Executive Officers. View More

Compensation and Benefits. (a) Base Salary. During the Employment Period, the Employer will pay to Executive a base salary at the rate of at least $193,125 per year ("Base Salary"), less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Bank's payroll practices from time to time. In accordance with the policies and procedures of the Board of Directors of the Bank (the "Bank Board"), the Employer shall review Executive's total compensation at least annually and in its so...le discretion may adjust Executive's total compensation from year to year, but during the Employment Period the Employer may not decrease Executive's Base Salary below $193,125; provided further, however, that periodic increases in Base Salary, once granted, shall not be subject to revocation. The annual review of Executive's total compensation will consider, among other things, changes in the cost of living, Executive's own performance and Bancorp's consolidated performance. (b) Incentive Plans. During the Employment Period, Executive shall be entitled (i) to participate in all of the executive management incentive plans of the Employer, and any successor or substitute plans; (ii) to participate in long-term incentive plans of the Employer, and any successor or substitute plans; and, (iii) to participate in all stock ownership, stock option, stock grant and similar plans of the Employer, and any successor or substitute plans (collectively, the "Incentive Plans"), in each case provided that senior executive management is eligible to participate therein. (c) Savings and Retirement Plans. During the Employment Period, Executive shall be entitled to participate in all savings, pension and retirement plans (including supplemental retirement plans), practices, policies and programs applicable generally to senior executive employees of the Employer (the "Benefit Plans"). (d) Welfare Benefit Plans. During the Employment Period, Executive and/or Executive's family, as the case may be, shall also be eligible for participation in and shall receive all benefits under all welfare benefit plans, practices, policies and programs provided by the Employer (including, without limitation, medical, hospitalization, prescription, dental, disability, employee life, group life, accidental death and dismemberment, and travel accident insurance 2 plans and programs) ("Welfare Benefit Plans"), in each case provided that senior executive management is eligible to participate therein. (e) Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in connection with his services on behalf of the Employer in accordance with the policies, practices and procedures of the Employer to the extent applicable generally to other senior executive employees of the Employer. (f) Fringe and Similar Benefits. During the Employment Period, Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Employer in effect for its senior executive employees. (g) Vacation, Sick and Other Leave. During the Employment Period, Executive shall be entitled annually to a minimum of 20 business days of paid vacation and shall be entitled to those number of business days of paid disability, sick and other leave specified in the employment policies of the Employer. View More

Compensation and Benefits. 2.1Base Salary. 2.2Annual Discretionary Cash Bonus. 2.3Sign-On Bonus. 2.4Equity Compensation. 2.5Retirement and Welfare Plans. 2.6Vacation. 2.7Reimbursement of Expenses.

Compensation and Benefits. (a) During the Employment Period, Executive's base salary shall be Seven Hundred Fifteen Thousand Dollars ($715,000) per annum (as increased from time to time as provided below, the "Base Salary"), which 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). The Board or the Compensation Committee thereof (either such entity, the "Compensation Committee") shall review the Base Salary each year durin...g the Employment Period, and Executive may receive increases (but no decreases) in his Base Salary from time to time, based upon his performance, subject to approval of the Compensation Committee. In addition, during the Employment Period, Executive shall be entitled to participate in the Company's employee benefit programs for which other senior executive employees of the Company are generally eligible. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time. (b) In addition to Base Salary, Executive will have an opportunity to earn a cash bonus (the "Annual Bonus") each calendar year during the Employment Period, commencing with calendar year 2014, as determined by the Compensation Committee, with a target annual bonus equal to one-hundred percent (100%) of Executive's Base Salary (the "Target Bonus") with respect to each calendar year during the Employment Period, based upon the achievement with respect to any calendar year of performance objectives as approved by the Compensation Committee (the "Target Bonus Objectives"). The Target Bonus Objectives will be financial 2 and/or other objective targets that the Compensation Committee reasonably believes are reasonably attainable at the time that they are set. Such bonus amounts, if any, shall be payable within 100 days following the end of each calendar year at such time as other executive officer bonuses are paid and, except as otherwise provided in Section 4, so long as Executive remains in the employ of the Company on December 31 of such calendar year. (c) During the Employment Period, Executive shall be eligible to participate in the 2011 Equity Incentive Plan of Syniverse Corporation, as it may be amended from time to time (the "2011 Equity Plan"), and any successor equity incentive plans, in each case in accordance with the terms thereof. Subject to Executive's continued employment for the period beginning on the Effective Date and ending on the date of the consummation of a Change in Control, any equity awards granted to Executive under the 2011 Equity Plan (or any successor thereto) that have not otherwise vested prior to such Change in Control shall become vested immediately prior to such Change in Control (and subject to the consummation of such Change in Control). (d) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which 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 with respect to reporting and documentation of such expenses. (e) All amounts payable to Executive as compensation hereunder, including, without limitation, any equity awards issued to Executive, shall be subject to all required and customary withholding by the Company as provided in Section 18 herein. (f) During the Employment Period, the Company shall pay (or, to the extent Executive pays, reimburse Executive for) the actual cost of (A) a first-class airline ticket for any domestic air travel by Executive or (B) a business-class airline ticket for any international air travel by Executive, in each case, primarily related to Company business. View More

Compensation and Benefits. 2.1 The Company shall pay to Executive a salary at an annual base rate of $200,000 for the term hereof. During Executive's employment, salary will be paid monthly. 2.2 The Company shall issue to Executive an aggregate 8,000 shares of its common stock in four equal quarterly installments, 2,000 shares of which shall be issuable on each three-month anniversary hereof. 2.3 During Executive's employment under this Agreement, the Company shall include Executive as an insured under an officers and dir...ectors insurance policy with coverage not to exceed $1,000,000. 2.4 The Company shall reimburse Executive for all reasonable business expenses incurred by Executive during Executive's employment hereunder to the extent in compliance with the Company's business expense reimbursement policies in effect from time to time and upon presentation by Executive of such documentation and records as the Company shall from time to time require, provided that any expense in excess of $500.00 shall require the prior written approval of the Company. View More

Compensation and Benefits. Until the termination of the Employee's employment hereunder, in consideration for the services of the Employee hereunder, the Employer shall compensate the Employee as follows: (a) Base Salary. The Employer shall pay the Employee bi-weekly in arrears, in twenty-four (24) equal installments, or otherwise in accordance with the Employer's standard payroll practices as in effect from time to time, a base salary (the "Base Salary"). The Base Salary will be paid at an annual rate of $437,500. The Ba...se Salary may be increased, but not decreased, from time to time in the sole discretion of the Employer. (b) Incentive Bonus. The Employee shall be eligible to receive an annual bonus of up to 20% of the Base Salary. However, solely for the purpose of calculating any bonus for 2014, the parties agree that Employee shall be eligible to receive an annual bonus of up to 40% of $375,000 pro-rated for the period January 1, 2014 to the date this Agreement plus an annual bonus of up to 20% of the Base Salary, pro-rated for the period from the date of this agreement through December 31, 2014. The amount of any such bonus shall be in the sole discretion of the Board of Directors of the Employer (the "Board"); if a bonus is awarded for any year, it shall be paid no later than March 31 of the following year. The Employee must be employed by the Company on the date of payment in order to receive any bonus that has been awarded to him. (c) Equity Interests. Apple Tree Partners IV, L.P. (the "Partnership") will grant the Employee certain tracking units ("Units") in the Partnership with respect to the Braeburn Pharmaceuticals BVBA SPRL project with which the Employee is involved. The Employee's Units will represent a percentage of the Partnership's cumulative direct and indirect profits in such project since inception. The Employee will not need to make any payment for her Units. In connection with the grant of Units, the Employee will become a limited partner of the Partnership. The grant of the Units will be made pursuant to a Tracking Units Grant Agreement in the form of Exhibit A hereto. (d) Vacation. The Employee shall be entitled to four (4) weeks' vacation each calendar year, which shall accrue ratably over the course of the year. Any vacation shall be taken at the reasonable and mutual convenience of the Employer and the Employee. Accrued vacation not taken in any calendar year may be carried forward to any subsequent calendar year, however the total accrued vacation carried forward at any time may not exceed two (2) weeks' entitlement. (e) Other Benefits. The Employee shall be entitled to participate in all benefit programs that the Company establishes and makes available to its executives and/or other employees, if any, to the extent that the Employee's position, tenure, salary, age, health and other qualifications make him eligible to participate. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable Company policies and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. (f) Section 409A. Notwithstanding anything in this Agreement to the contrary, the parties understand and acknowledge that the Employer may make such changes to compensation as it deems necessary to comply with Section 409A of the Internal Revenue Code and to prevent the Employee from incurring any additional excise tax or other exposure under such Section 409A. View More

Compensation and Benefits. 4.1. Base Salary. During the Employment Term, Executive's annual base salary will be $455,000, payable in accordance with the Company's normal payroll practices, less any payroll deductions and withholdings as are required by law. The Compensation Committee (the "Compensation Committee") of the Company's Board of Directors (the "Board") shall periodically review (at least annually) Executive's compensation and benefits, provided that any changes thereto shall be determined by the Compensation Co...mmittee in its sole and absolute discretion. Executive's base salary in effect from time to time is referred to herein as the "Base Salary". 4.2. Target Bonus. During the Employment Term, Executive will be eligible to receive an annual cash bonus, with a target amount equal to a percentage of Executive's Base Salary for each full calendar year as determined by the Compensation Committee from time to time in its sole and absolute discretion (the "Target Bonus" and the actual amount awarded, the "Actual Bonus"), based upon achievement of corporate performance (including financial) and/or personal performance objectives to be established by the Compensation Committee from time to time and subject to the terms of the applicable bonus plan(s). To receive payment of any Actual Bonus, Executive must be employed by the Company on the last day of such fiscal year to which such bonus relates and at the time the bonus is paid. Executive's Actual Bonus will be paid by the fifteenth (15th) day of the third (3rd) month following the Company's taxable year in which it is earned. Executive will be eligible to receive the Actual Bonus in such amount and upon such terms as shall be determined by the Compensation Committee at its sole discretion. 4.3. Employee Benefits. Executive 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 senior executives, subject to the terms and conditions thereof, on terms not less favorable than are made available to the Company's 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. Executive 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. 4.5. Equity Awards. Executive shall be eligible for future equity grants as determined by and pursuant to the terms established by the Compensation Committee. View More

Compensation and Benefits. Base Compensation: Your base salary will be $295,000 annually ($12,291.67 per pay period), subject to payroll deductions and all required withholdings, reflecting your full-time employment with the Company. Your salary will be paid in accordance with the Company's standard payroll schedule (currently the 15th and last day of each month). As an exempt salaried employee, you will be expected to work the Company's normal business hours as well as additional hours as required by the nature of your w...ork assignments, and you will not be eligible for overtime compensation. Annual Bonus: In addition, for each calendar year starting with 2020 you will be eligible to earn an annual performance bonus with a target bonus amount equal to 25% of your base salary (as of January 1st of the bonus year). Your annual bonus for the calendar year in which you were hired will be prorated based on your Hire Date, so long as you joined the Company prior to October 1st of that year. If you joined on or after October 1st, you will not be eligible for a bonus for that year. Your annual bonus will be calculated based on attainment of individual goals (including corporate and personal objectives) to be determined by the Company's management each year, as well as such other criteria deemed relevant by the Company. Bonus payments will be in the form of cash and will be granted entirely at the discretion of the Company's CEO and Board of Directors or its Compensation Committee. Any cash bonus payments will be less payroll deductions and all required withholdings. The bonus is not earned until paid (that is, you must be employed by the Company on the date the bonus is paid in order to be entitled to receive the bonus) and no pro- rated amount will be paid if your employment terminates for any reason prior to the payment date. Annual Equity Award: For each calendar year starting with the year after you complete one full year of service, you may be eligible for a discretionary annual equity grant, provided that you are actively employed with the Company through and including the date of such annual equity grant. Whether any discretionary annual equity grant is granted, and the terms of any such equity grant, is entirely at the discretion of the Company's Board of Directors or its Compensation Committee. Benefits As a regular, full time employee, you will be eligible to participate in the Company's employee benefits programs in accordance with the terms, conditions and limitations of the benefit plans, including health, dental and vision plans, retirement, paid time off, and other benefits, to the extent such plans have been established by the Company. Our employee benefits are described in the Benefits Booklet. All forms of compensation referred to in this Agreement are subject to all applicable taxes, withholding and any other deductions required by applicable law. The Company may change compensation and benefits from time to time in its discretion. View More

Compensation and Benefits. The Company shall pay to Executive not less than his annual base salary in effect as of the Effective Date, such amount to be prorated and paid in equal installments in accordance with the Company's regular payroll practices and policies. Such compensation shall be reviewed and may be adjusted no less often than annually by the Company's Board of Directors (the "Board") or the Compensation Committee thereof (such amount, as adjusted from time to time, Executive's "Base Compensation"); provided t...hat such compensation shall not be reduced unless part of a reduction applicable to all or substantially all similarly situated officers. 3.2 Benefits and Perquisites. Executive shall further be eligible to receive the following benefits and perquisites: a.Participation in the Company's Performance Based Rewards Plan, as the same may be amended, restated or replaced from time to time (the "PBRP"); b.Grants and awards under the Company's 2011 Long-Term Incentive Compensation Plan, as the same may be amended, restated or replaced from time to time (the "LTIP," which reference shall include the terms of any incentive agreement issued thereunder); c.Not less than the number of weeks of paid annual leave in effect as of the Effective Date, subject to the Company's standard policies and practices concerning usage, forfeiture and accrual; d.An additional monthly payment in an amount no less than the amount payable as of the Effective Date, which amount shall constitute Executive's transportation benefit hereunder; and e.Reimbursement or payment of dues and capital assessments for membership in the country club designated by Executive; provided that if any bond or capital or similar payment made by the Company is repaid to Executive, Executive shall promptly remit to the Company the amount thereof. Executive may be further eligible to participate in such plans, policies, and programs as may be maintained, from time to time, by the Company, the Bank or their affiliates for the benefit of senior executives or employees, including, without limitation, any nonqualified deferred compensation or similar executive benefit plan, fringe benefit plans, profit sharing, life insurance or group medical and other welfare benefit plans. Any such participation shall be determined in accordance with the specific terms and conditions of the documents evidencing any such plans, policies, and programs. Executive agrees that nothing contained herein shall be deemed to require the Company, the Bank or any affiliate thereof to maintain any particular plan, policy, or program for any particular period, and nothing shall be deemed to prohibit the amendment, modification, replacement or termination of any such plan, policy or program. References herein to a plan, policy or program or arrangement shall be deemed to include and refer to any amendment or successor thereto or replacement thereof. 3.3 Reimbursement of Expenses. The Company shall reimburse Executive for such reasonable and necessary expenses as are incurred by Executive in carrying out his duties hereunder, consistent with the Company's standard policies and annual budget. The Company's obligation to reimburse Executive hereunder shall be contingent upon the timely presentment by Executive of an itemized accounting of such expenditures in accordance with the Company's policies. View More