Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. During the Term: 1 a. Base Salary. The Employee shall be paid the annual base salary set forth on Exhibit A attached hereto, or such greater amount as may be determined by the Company from time to time in its sole discretion, payable in equal periodic installments according to the Company's customary payroll practices, but not less frequently than monthly (the "Base Salary"). The Base Salary may be increased but not decreased without the Employee's written consent. b. Benefits. The Employee shal...l, during the Term, be eligible to participate, commensurate with the Employee's position, in such retirement, life insurance, hospitalization, major medical, fringe and other employee benefit plans that the Company generally maintains for its full-time employees (collectively, the "Benefits"). Notwithstanding the foregoing, the Company may discontinue or terminate at any time any employee benefit plan, policy or program now existing or hereafter adopted and will not be required to compensate the Employee for such discontinuance or termination; provided, however, that the Company shall be required to offer to the Employee any rights or benefits extended to other employees in the event of termination of such plans or benefits, including, but not limited to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). c. Bonus. During the Term, the Employee shall have an annual target cash bonus opportunity of no less than twenty five percent (25%) of one (1) year's Base Salary (the "Bonus"), based on the achievement of Company and individual performance objectives to be determined in good faith by the Board in advance and in consultation with the Employee. d. Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). e. Reimbursement. If the Company is required to restate its financial information due to material non-compliance, as a result of misconduct, with financial reporting requirements under federal securities laws, the Employee must reimburse the Company for any bonuses paid to and profits received by Employee from sale of company securities during the twelve (12) months after such financial information was initially reported. f. Equity Incentive Compensation. The Employee shall be entitled to participate, commensurate with the Employee's position, in the Fluent, Inc. 2018 Stock Incentive Plan as further described on Exhibit A attached hereto. g. Expenses. The Company shall pay on behalf of the Employee (or reimburse Employee for) reasonable documented expenses incurred by Employee in the performance of Employee's duties under this Agreement and, in accordance with the Company's existing policies and procedures pertaining to the reimbursement of expenses to employees in general. Notwithstanding anything 2 herein to the contrary or otherwise, except to the extent any expense or reimbursement provided pursuant to this Section 4.e does not constitute a "deferral of compensation" within the meaning of Section 409A of the Code (as defined below): (i) the amount of expenses eligible for reimbursement provided to the Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Employee in any other calendar year, (ii) the reimbursements for expenses for which the Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. View More

Compensation and Benefits. In consideration for Employee's performance of services and the non-competition provisions as described below, and subject to modifications as may be approved from time to time by Company and Employee, Employee shall receive, during the term of this Agreement, compensation and benefits as follows: (A) Base Salary. Employee shall be paid a base annual salary in accordance with the regular payroll practices of the Company and Exhibit B of this Agreement. Employee's base annual salary for 2018 and ...all subsequent years of the term of this Agreement shall not be less than $454,745.00 or such higher amount as is reflected on subsequent agreed revisions of Exhibit B. (B) Bonus. Employee will be eligible to receive an annual bonus equal to between 15% and 60% of annual base salary pursuant to the Annual Incentive Plan and a stock and cash award pursuant to the Long Term Incentive Plan in accordance with Exhibit B of this Agreement, as revised on an annual basis. (C) Employee Benefits. Employee will be eligible to participate in all health, welfare, insurance and other benefits available to all other employees of the Company. (D) Vacations. Employee shall be entitled to vacation and personal time in accordance with the Company's PTO policy as it exists from time to time. Employee will not be permitted to receive cash in lieu of unused PTO hours except in the event of the employee's termination. (E) Automobile Allowance. The Company will pay up to Five Hundred ($500.00) Dollars per month for the lease of an automobile of Employee's choice and will reimburse Employee for all documented fuel, insurance, maintenance and other operational costs. (F) Payroll Withholdings. Employee authorizes the Company to deduct from any payment made pursuant to Section 4 hereof all amounts required to be withheld by federal, state and/or local taxing authorities. (G) Club Membership. The Company will pay up to Seven Thousand Two Hundred ($7,200) Dollars for 2017 for fees and expenses for a club membership at Four Bridges Country Club. (H) Annual Performance Review. The Employee's performance of his duties under this Agreement shall be reviewed by the Board of Directors or a committee of the Board of Directors at least annually and finalized within thirty (30) days of the receipt of the annual audited financial statements. The Board of Directors or a committee of the Board of Directors shall additionally review the base salary, bonus and benefits provided to the Employee under this Agreement and may, in their discretion, adjust the same, as outlined in Addendum B of this Agreement, provided, however, that Employee's annual base salary shall not be less than the base salary set forth in Section 4(A) hereof. View More

Compensation and Benefits. (a) Director's Fee. In consideration of the services to be rendered under this Agreement, Director shall be eligible for participation in Employer's 2014 Equity Incentive Stock Plan (the "Plan"). The Plan provides for the issuance of up to 5,000,000 incentive stock options and nonqualified stock options. Pursuant to this Agreement, Employer grants to Executive 250,000 nonqualified stock options pursuant to the Plan. (b) Expenses. The Company shall reimburse Director for all reasonable business e...xpenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines. (c) 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 Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Company shall also maintain adequate Directors and Officers Insurance, adding Director as a named insured. (d) Records. Director shall have reasonable access to books and records of Company, as necessary to enable Director to fulfill his obligations as a Director of Company. View More

Compensation and Benefits. Your base salary will be $214,000.00 per annum, subject to payroll deductions and all required withholdings, representing full-time employment with the Company. Your salary will be paid in accordance with the Company's standard payroll schedule. You will receive a one-time signing bonus of $20,000.00. Should you terminate your employment for any reason, or should the Company terminate your employment for Cause, within twelve (12) months of the Hire Date, you will be responsible for repaying 100%... of the one-time signing bonus. In addition, for the calendar year starting 2015 you will be eligible to earn an annual performance bonus with a target bonus amount equal to Twenty Percent (20%) ("Target Percentage") of your salary earned during the bonus year, provided that you are actively employed from the Hire Date through and including the date of bonus grants. 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. Bonus payments will be in the form of cash and/or incentive stock options, and will be granted entirely at the discretion of the Company's CEO and Board of Directors. Any cash bonus payments will be less payroll deductions and all required withholdings. You will be eligible to participate in the Company's general employee benefits in accordance with the terms, conditions and limitations of the benefit plans to the extent such plans have been established by the Company. View More

Compensation and Benefits. (a) Base Salary. During your employment with the Company and while this Agreement is in effect, you will be paid an annual Base Salary equal to $300,000. Your Base Salary will be payable in the time and manner that the Company customarily pays its employees. The Company shall review your Base Salary consistent with the Company's compensation practices. If the Company adjusts your Base Salary, then such adjusted Base Salary shall become the Base Salary for all purposes of this Agreement. (b) Empl...oyee Benefits. During your employment with the Company, you will be eligible to participate in Company employee benefit plans and programs available to similarly situated employees of the Company and you will be subject to all applicable terms and conditions of such plans and programs. The Company may amend, modify or terminate these benefits or programs at any time. 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

Compensation and Benefits. 4.1. Base Salary. During the Term, the Company shall pay to the Executive for the performance of his duties under this Agreement an annual base salary of $915,000 per year (the "Base Salary"), payable in accordance with the Company's normal payroll practices. The rate of the Executive's Base Salary will be reviewed and adjusted as appropriate in accordance with the Company's regular compensation review practices. Effective as of the date of any such adjustment, the Base Salary as so adjusted sha...ll be considered the new Base Salary for all purposes of this Agreement. 4.2. Incentive Bonus. During the Term, in addition to Base Salary, for each fiscal year of the Company, the Executive shall participate in, and shall have the opportunity to receive a cash bonus in an amount to be determined in accordance with, the Company's existing annual cash incentive bonus plan or any successor bonus plan, program or arrangement established by the Company for the benefit of its executive officers (the "Incentive Bonus Payment"). 4.3. Employee Benefits. During the Term, the Executive shall be entitled to participate in all of the Company's employee benefit plans, programs and policies, including any retirement benefits or plans, group life, hospitalization or disability insurance plans, health programs, fringe benefit programs and similar plans, programs and policies, that are now or hereafter made available to the Company's salaried personnel generally, as such plans, programs and policies may be in effect from time to time, in each case to the extent that the Executive is eligible under the terms of such plans, programs and policies. Without limiting the generality of the foregoing, the Executive shall also be eligible to participate in the Company's Senior Executive Retirement Plan (the "SERP") and the Company's equity-based incentive plans as maintained by the Company from time to time for the benefit of senior executives. 4 4.4. Vacation. The Executive shall be entitled to vacation in accordance with the Company's vacation policy. 4.5. Automobile. During the Term, the Company shall make an automobile available to the Executive in accordance with and subject to the conditions of the Company's standard automobile policy or practices as in effect from time to time. 4.6. Reimbursement of Expenses. During the Term, the Company will reimburse the Executive in accordance with the Company's expense reimbursement policy as in effect from time to time for expenses reasonably and properly incurred by him in performing his duties, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently or hereinafter established by the Company. 4.7. Short-Term Disability. In the event that the Executive incurs a Short-Term Disability, the Executive shall be entitled to six months of Base Salary and incentive payments, payable in accordance with the Company's normal payroll practices, provided that all payments under this provision shall be reduced dollar-for-dollar by any other short-term disability benefits the Executive is entitled to under any other Company-sponsored short-term disability plan or arrangement and shall cease as of the earliest of the Executive's cessation of Short-Term Disability, the occurrence of Total Disability, death or attainment of his Normal Retirement Date. 4.8. Medical Examination Benefit. During the Term, the Executive shall be entitled to reimbursement for actual costs incurred, up to $2,500 per calendar year, for medical examinations. 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. If the Executive is then employed by the Employer, the Executive acknowledges that the Employer may take appropriate disciplinary action (up to, and including, Termination of Employment) if the Executive fails to return such compensation. The Executive acknowledges the Employer's rights to engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3(i). The provisions of this Section 3(i) shall be modified to the extent, and remain in effect for the ...period, required by applicable law. View More

Compensation and Benefits. 3.1 During the Employment Period, the Company agrees to pay Executive a base salary at a rate of not less than $425,000.00 per annum, payable by the Company in regular installments in accordance with the Company's general payroll practices in effect from time to time, but not less frequently than monthly. Executive's base salary shall be subject to annual review by the Board or its Compensation Committee and may be increased, but not decreased, during the Employment Period. The base salary as de...termined herein from time to time shall constitute "Base Salary" for purposes of this Agreement. During any partial years of employment during the Employment Period, the Base Salary shall be prorated on an annualized basis. 3.2 Executive shall be eligible to earn a discretionary performance bonus each fiscal year based upon specific annual objectives that the Board or its Compensation Committee will develop in consultation with Executive. The bonus will be targeted at not less than 80% of Executive's Base Salary, with actual payment to range from 0 to 160%, depending on Executive's and the Company's actual performance. 3.3 On or about April 5, 2016 Executive was granted certain shares (options shares and restricted stock units) under the Plan, as defined below. Executive will be eligible for a grant of equity stock under the 2016 Equity Incentive Plan, as may be amended from time to time ("Plan"). Such grant will be determined by the Compensation Committee of the Board of Directors whose considerations for such grant will include comparable market data for CEO equity grants in companies within Nuvectra's peer group companies as defined by the Compensation Committee with input from the executive. All such grants shall be subject to approval by the Board and the terms and conditions concerning such grant(s) will be controlled by and subject to the terms of the Plan unless specifically set forth for in this Agreement. 3.4 Executive and Company shall execute the Company's form indemnification agreements for both officers and directors, as they exist on file with the Securities and Exchange Commission as of the execution date of this Agreement. 3.5 In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which executive employees of the Company are generally eligible. Further, Executive will be eligible for not less than four weeks of paid vacation per year and may undergo an annual executive physical which cost will be reimbursed by the Company. 3.6 During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing Executive's 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. 2 3.7 All amounts payable to Executive hereunder and as may be required by this Agreement in the future shall be subject to all required and customary withholdings by the Company. View More