Compensation and Benefits Contract Clauses (2,414)
Grouped Into 87 Collections of Similar Clauses From Business Contracts
This page contains Compensation and Benefits clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation and Benefits. 3.1Salary. 3.2Equity Compensation. 3.3Bonus; Cash Incentives. 3.4Fringe Benefits. 3.5Reimbursement of Expenses. 3.7Withholding.
Compensation and Benefits. As full and complete compensation for all the Executive's services hereunder, during the Term the Company shall pay the Executive the compensation and provide the Executive with the benefits described below. (a) Base Salary. During the Term, the Company shall pay the Executive an annual base salary of $370,000 ("Base Salary"). The Board shall review the Executive's Base Salary each year and shall have the right in its discretion to increase such Base Salary. With the Executive's prior consent, t...he Executive's Base Salary may be reduced by an amount and for a period mutually agreed between the Executive and the Company so long as such reduction is made in conjunction with similar reductions in base salary for other executives or employees of the Company. (b) Annual Incentive Plan. In addition to the Base Salary, during the Term, the Executive will have an annual incentive opportunity of up to 50% of the Executive's Base Salary for the year. The amount of the annual incentive ("Bonus") for any year will be determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which shall be approved by the Compensation Committee in its discretion and communicated to the Executive by the end of each November during the Term; provided that the communication of the performance measures for the Company's fiscal year ended September 30, 2020 will be communicated to the Executive by February 15, 2020. The Bonus for each year will be determined and payable by January 15 of the following year. (c) Long-Term Incentive Awards. On the effective date of this Agreement, the Executive shall be awarded (i) options to purchase 45,000 of the Company's common shares, and (ii) 13,000 restricted common shares (together, the "2020 Awards") to be issued pursuant to the Plan. The Executive shall also be eligible to receive additional equity awards at such times, in such forms and in such amounts as may be determined by the Committee (as defined in the Plan) from time to time. The terms of the 2020 Awards and any such additional awards shall be governed by the Plan and any applicable award agreement related thereto entered into between the Company and the Executive, except as otherwise provided herein. (d) Vacation. The Executive shall be entitled to vacation in accordance with Company policy, which vacation shall be taken on dates to be selected by mutual agreement of the Company and the Executive. (e) Reimbursement for Expenses. The Executive shall be entitled to reimbursement for ordinary and necessary business expenses incurred by the Executive in the course of his employment in accordance with the Company's policies from time to time.View More
Compensation and Benefits. As full and complete compensation for all the Executive's services hereunder, during the Term the Company shall pay the Executive the compensation and provide the Executive with the benefits described below. (a) Base Salary. During the Term, the Company shall pay the Executive an annual base salary at the per annum rate of $370,000 $270,000 ("Base Salary"). The Board shall review the Executive's Base Salary each year and shall have the right in its discretion to increase such Base Salary. With t...he Executive's prior consent, the Executive's Base Salary may be reduced by an amount and for a period mutually agreed between the Executive and the Company so long as such reduction is made in conjunction with similar reductions in base salary for other executives or employees of the Company. (b) Annual Incentive Plan. In addition to the Base Salary, during the Term, the Executive will have an annual incentive opportunity of up to 50% 33% of the Executive's Base Salary for the year. The amount of the annual incentive ("Bonus") for any year will be determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which shall be approved by the Compensation Committee in its discretion and communicated to the Executive by the end of each November during the Term; provided that the communication of the performance measures for the Company's fiscal year ended September 30, 2020 2019 will be communicated to the Executive by February 15, 2020. the end of January 2019 and the amount of the Bonus for such fiscal year shall be pro-rated based on the number of days the Executive is employed during such fiscal year. The Bonus for each year will be determined and payable by January 15 of the following year. (c) Quarterly Cash Bonus. The Executive shall be entitled to receive a cash bonus in the annual amount of $45,000, payable quarterly based upon the Executive achieving board-approved Company goals that are agreed upon prior to November 30 of each year during the Term; provided that the goals for the Company's fiscal year ended September 30, 2019 will be agreed upon by the end of January 2019 and the amount of the bonus for such fiscal year shall be pro-rated based on the number of days the Executive is employed during such fiscal year. (d) Inducement Grant. On the first day of the Executive's employment hereunder, the Executive shall be entitled to receive a one-time award of 34,615 Common Shares of the Company (the "Inducement Grant") to be issued pursuant to the Company's 2018 Equity Incentive Plan (the "Plan"). The shares constituting the Inducement Grant shall not be subject to vesting or forfeiture. The Executive shall be responsible for payment of all taxes on the Inducement Grant and shall pay to the Company or otherwise make arrangements satisfactory to the Compensation Committee regarding payment of all such taxes no later than the date of the award. Without limiting the foregoing, the Executive may elect to have the minimum amount of any required tax withholdings with respect to the Inducement Grant satisfied by (a) having the Company withhold Common Shares otherwise constituting part of the Inducement Grant; (b) delivering to the Company unrestricted Common Shares already owned by the Executive; (c) any other manner permitted by law; or (d) any combination of the foregoing. (e) Long-Term Incentive Awards. On the effective date first day of this Agreement, the Executive's employment hereunder, in addition to the Inducement Grant, the Executive shall be awarded (i) options to purchase 45,000 55,000 of the Company's common shares, and (ii) 13,000 10,000 restricted common shares (together, the "2020 "Initial Awards") to be issued pursuant to the Plan. The Executive shall also be eligible to receive additional equity awards at such times, in such forms and in such amounts as may be determined by the Committee (as defined in the Plan) from time to time. The terms of the 2020 Initial Awards and any such additional awards shall be governed by the Plan and any applicable award agreement related thereto entered into between the Company and the Executive, except as otherwise provided herein. (d) 2 (f) Vacation. The Executive shall be entitled to vacation in accordance with Company policy, which vacation shall be taken on dates to be selected by mutual agreement of the Company and the Executive. (e) (g) Reimbursement for Expenses. The Executive shall be entitled to reimbursement for ordinary and necessary business expenses incurred by the Executive in the course of his employment in accordance with the Company's policies from time to time. View More
Compensation and Benefits. Base Salary. Employee shall be paid a base salary of $9351.80 bi-weekly, which is $243,147 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and on the same payroll schedule in which all exempt PPIH employees receive payment. Salary will be reviewed annually and adjusted by the President and CEO and upon approval by the Board of Directors based on performance and external benchmarking of market compen...sation for equivalent positions. Timing of any adjustments will be aligned to overall Corporate annual salary review. 1 b. Incentive Compensation. Employee shall be eligible to participate in incentive compensation programs available to other similarly-situated executives of PPIH as outlined below. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to Employee. i) Short Term Incentive (STI). Employee will be eligible to receive Short Term Incentive in the form of an annual cash bonus opportunity with a target incentive set at 45% of base salary. Performance measures applicable to the STI bonus will be based on Company Performance Metrics aligned to financial and strategic plans approved by the Board. Bonus payment award and timing will align with Corporate annual bonus payouts following completion of annual financial calendar. For the first fiscal year, bonus eligibility will be pro-rata for portion of the fiscal year worked and based on part year metrics for the same time period. ii) Long Term Incentive (LTI). Employee will be eligible to receive Long Term Incentive in the form of Restricted Stock with a target annual award of 33% times base salary. Under the current plan, Restricted Stock is granted that vests over a 3-year period, with 1/3 vesting at the end of each anniversary of the grant. The actual award may be adjusted up or down based on compensation benchmarking and/or performance as determined in good faith by the Board. The Board reserves the right to amend the LTI program and terms as deemed necessary. Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites made available by the Company to similarly-situated employees. Notwithstanding anything herein to the contrary, the terms and conditions of Employee's participation in PPIH's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program. Complete details of the plans including Health, Dental, Retirement, and Incentives will be provided separately. Vacation. Employee will be entitled to 4 weeks of paid vacation annually.View More
Compensation and Benefits. Base Salary. Employee shall be paid a base salary of $9351.80 $10,384.62 bi-weekly, which is $243,147 $270,000 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and on the same payroll schedule in which all exempt PPIH employees receive payment. Salary will be reviewed annually and adjusted by the President and CEO and upon approval by the Board of Directors based on performance and external benchmark...ing of market compensation for equivalent positions. Timing of any adjustments will be aligned to overall Corporate annual salary review. 1 b. Incentive Compensation. Employee shall be eligible to participate in incentive compensation programs available to other similarly-situated executives of PPIH as outlined below. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to Employee. i) Short Term Incentive (STI). Employee will be eligible to receive Short Term Incentive in the form of an annual cash bonus opportunity with a target incentive set at 45% 50% of base salary. Performance measures applicable to the STI bonus will be based on Company Performance Metrics aligned to financial and strategic plans approved by the Board. Bonus payment award and timing will align with Corporate annual bonus payouts following completion of annual financial calendar. For the first current fiscal year, bonus eligibility will be pro-rata for portion of the fiscal year worked in your current position at 45% and new position at 50% target incentive and based on part year metrics for the same time period. Complete details of the plan will be provided separately. ii) Long Term Incentive (LTI). Employee will be eligible to receive Long Term Incentive in the form of Restricted Stock and Performance-Based Cash with a target annual award of 33% 50% times base salary. Under the current plan, Restricted Stock is granted that vests over a 3-year period, with 1/3 vesting at the end of each anniversary of the grant. The actual award may be adjusted up or down based on compensation benchmarking and/or performance as determined in good faith by the Board. The Board reserves the right to amend the LTI program and terms as deemed necessary. Complete details of the plan will be provided separately. Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites made available by the Company to similarly-situated employees. Notwithstanding anything herein to the contrary, the terms and conditions of Employee's participation in PPIH's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program. Complete details of the plans including Health, Dental, Retirement, and Incentives will be provided separately. Vacation. Employee will be entitled to 4 weeks of paid vacation annually. View More
Compensation and Benefits. 5.1 Base Salary. The Company shall pay the Employee an annual base salary of $400,000 (as adjusted from time to time in accordance with the terms hereof, the "Base Salary"), payable in accordance with the Company's normal payroll practices. The Board shall periodically review (at least annually) Employee's Base Salary, provided that any changes thereto shall be determined by the Board in its sole and absolute discretion. 5.2 Corporate Objectives Bonus. Employee will be eligible to receive an ann...ual cash bonus with a target bonus opportunity of 40% of Employee's then current Base Salary (the "Target Annual Bonus"), upon the achievement of annual corporate performance goals determined by the Board. Annual corporate performance goals shall be determined no later than the end of January of the performance year, which generally shall be coincident with the calendar year. The Board, at its sole discretion, may increase Employee's Annual Bonus or award an additional bonus to the Employee for extraordinary service to the Company. To receive payment of any bonus Employee must be employed by the Company at the time bonuses are paid. 5.3 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. 5.4 Vacation. Employee will be entitled to paid vacation (in addition to Company holidays) pursuant to the terms of the Company's vacation policy as may exist from time to time.View More
Compensation and Benefits. 5.1 1.1. Base Salary. The While employed by the Company pursuant to this Agreement, the Company shall pay the Employee an annual base salary of $400,000 $435,000 (as adjusted from time to time in accordance with the terms hereof, hereof the "Base ("Base Salary"), payable in accordance with the Company's normal payroll practices. The Board shall periodically review (at least annually) Employee's Base Salary, provided that any changes thereto shall be determined by the Board in its sole and absolu...te discretion. 5.2 Should ElevateBio terminate the consulting agreement referenced in Section 4 for any reason other than for cause in consideration for the additional time Employee will devote to ViraCyte matters ViraCyte agrees to increase Employee's salary in an amount equal to Employee's annual consulting payment not to exceed 25% of Employee's then-current salary. 2 1.2. Corporate Objectives Bonus. Employee will be eligible to receive an annual cash bonus with a target bonus opportunity of 40% 35% of Employee's then current Base Salary (the "Target Annual Bonus"), upon the achievement of annual corporate performance goals determined by the Board. Annual corporate performance goals shall be determined deter-mined no later than the end of January of the performance year, which generally shall be coincident with the calendar year. The Board, Board at its sole discretion, may increase Employee's Annual Bonus or award an additional bonus to the Employee for extraordinary service to the Company. To receive payment of any bonus Employee must be employed by the Company at the time bonuses are paid. 5.3 1.3 Employee Benefits. Employee shall be eligible to participate in all employee benefit plans and arrangements, including, but not limited to, medical, dental, 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. 5.4 1.4 Vacation. Employee will be entitled to paid vacation (in addition to Company holidays) pursuant to the terms of the Company's vacation policy as may exist from time to time. View More
Compensation and Benefits. (a) Base Salary. For services rendered under this Agreement, Teva USA shall pay the Executive a salary at the rate of U.S. $600,000 per annum (such salary, or any increased salary granted to the Executive pursuant to this Section 5(a), the "Base Salary"). The Executive's Base Salary shall be payable in accordance with the payroll practices of Teva USA as the same shall exist from time to time. The Human Resources and Compensation Committee (the "Compensation Committee") of the Board of Directors... of TPI (the "TPI Board"), with input from the President and Chief Executive Officer of TPI, shall periodically consider and resolve whether to approve adjustments to the Executive's Base Salary, according to the considerations specified in the shareholder-approved compensation policy of TPI in effect from time to time (the "Compensation Policy") and subject to approval of the Compensation Committee and the TPI Board. (b) Annual Bonus. For each fiscal year that ends during the Term of Employment, the Executive shall be eligible to be considered for an annual bonus under the Company's annual cash bonus plan in accordance with the Compensation Policy (the "Annual Bonus") and subject to the sole discretion of the Compensation Committee and the TPI Board, with a target amount equal to 100% of Executive's Base Salary. If payable, the Annual Bonus shall be paid to the Executive at the same time as annual bonuses are generally payable to other similarly situated senior executives of the Company, subject to the Executive's continuous employment through the payment date, except as otherwise set forth in this Agreement. 2 (c) Equity Awards. During the Term of Employment, the Executive shall be considered for equity-based compensation awards under TPI's 2015 Long-Term Equity-Based Incentive Plan or any successor equity compensation plan(s) (the "Equity Plan"), at the sole discretion of the President and Chief Executive Officer of TPI, the Compensation Committee and the TPI Board. Any such awards shall be granted on such terms and conditions as may be determined by the Compensation Committee and the TPI Board. (d) Benefits. During the Term of Employment, the Executive shall be eligible to participate in such benefit plans and programs as shall be provided to similarly situated executives of Teva USA, including medical insurance, long-term and short-term disability insurance, dental insurance, life insurance, 401(k) plan, Supplemental Deferred Compensation Plan and other benefit programs that may be adopted by Teva USA from time to time (but, excluding, for the avoidance of doubt, Teva USA's Supplemental Executive Retirement Plan and Defined Contribution Supplemental Executive Retirement Plan). Nothing contained herein shall be construed to limit the Company's ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing the Executive notice, and the right to do so is expressly reserved. (e) Car Allowance. During the Term of Employment, the Executive will be provided with a car cash allowance of U.S. $2,000 per month. (f) Vacation. During the Term of Employment, the Executive shall be entitled to the same number of vacation days, holidays, sick days and other paid time off benefits as are generally allowed to other similarly situated executives of Teva USA in accordance with Teva USA's policy as in effect from time to time. Teva USA's expectation is that the Executive will take a reasonable amount of vacation (not to exceed five (5) weeks per year). Because there are no set vacation allocations, the Executive acknowledges that, in accordance with Teva USA's policy, the Company will not make any payment for unused vacation time in connection with a termination of the Executive's employment for any reason.View More
Compensation and Benefits. (a) Base Salary. For services rendered under this Agreement, Teva USA shall pay the Executive a salary at the rate of not less than U.S. $600,000 $836,400 per annum (such salary, or any increased salary granted to the Executive pursuant to this Section 5(a), the "Base Salary"). The Executive's Base Salary shall be payable in accordance with the payroll practices of Teva USA as the same shall exist from time to time. The Human Resources and Compensation Committee (the "Compensation Committee") of... the Board of Directors of TPI (the "TPI Board"), Board") with input from the President and Chief Executive Officer of TPI, shall periodically consider and resolve whether to approve adjustments approve, increases to the Executive's Base Salary, according to the considerations specified in the shareholder-approved compensation policy of TPI in effect from time to time (the "Compensation Policy") and subject to approval of the Compensation Committee and the TPI Board. (b) Annual Cash Bonus. For each fiscal year that ends during the Term of Employment, the Executive shall be eligible to be considered for an annual bonus under participate in the Company's annual cash bonus plan in accordance with the Compensation Policy (the "Annual Bonus") and Bonus"). The target Annual Bonus shall be one hundred percent (100%) of the Executive's then-current Base Salary, subject to the sole discretion of the Compensation Committee Committee, the TPI Board and the TPI Board, terms of the Compensation Policy, and in accordance with a target amount equal to 100% of Executive's Base Salary. If payable, the applicable annual cash bonus plan. The Annual Bonus shall be paid to the Executive at the same time as annual bonuses are generally payable to other similarly situated senior executives of the Company, Company subject to the Executive's continuous employment through the payment date, date except as otherwise set forth in this Agreement. 2 (c) Equity Equity- Awards. During the Term of Employment, the Executive shall be eligible to be considered for equity-based compensation awards under TPI's the Teva Pharmaceutical Industries Ltd. 2015 Long-Term Equity-Based Incentive Plan (the "Equity Incentive Plan") or any successor equity compensation plan(s) (the "Equity Plan"), plan(s), at the sole discretion of the President and Chief Executive Officer of TPI, the Compensation Committee and the TPI Board. Board and in accordance with the Compensation Policy. Any such awards shall be granted on such terms and conditions as may be determined by the Compensation Committee and the TPI Board. . (d) Benefits. During the Term of Employment, the Executive shall be eligible entitled to participate in such benefit plans and programs as shall be provided to similarly situated executives of Teva USA, including medical insurance, long-term and short-term disability insurance, dental insurance, life insurance, 401(k) plan, Supplemental Deferred Compensation Plan deferred compensation and other benefit programs that may be adopted by Teva USA from time to time (but, excluding, for the avoidance of doubt, Teva USA's Supplemental Executive Retirement Plan and Defined Contribution Supplemental Executive Retirement Plan). not specifically regulated under this Agreement. Nothing contained herein shall be construed to limit the Company's ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing the Executive notice, and the right to do so is expressly reserved. (e) Car Allowance. During Service Credit. To the Term of Employment, extent legally permissible, the Company shall use commercially reasonable efforts to credit the Executive will be provided with a car cash allowance thirty (30) years of U.S. $2,000 per month. service under any employee benefit plan or program in which the Executive is otherwise eligible to participate for purposes of eligibility, vesting and determining the level of benefits thereunder. For the avoidance of doubt, the foregoing service credit shall not apply for purposes of any benefit accrual under any plan or program. (f) Vacation. During Subject to Section 5(e), during the Term of Employment, the Executive shall be entitled to the same number of vacation days, holidays, sick days days, and other paid time off benefits as are generally allowed to other similarly situated executives of Teva USA in accordance with Teva USA's policy as in effect from time to time. (g) Company Car. During the Term of Employment, Teva USA shall furnish the Executive with a car, either owned or leased and insured by Teva USA, such car to be of a size and model appropriate to the Executive's position with the Company. Alternatively, at Teva USA's expectation is that option, Teva USA may provide the Executive will take with a reasonable amount cash allowance of vacation (not to exceed five (5) weeks per year). Because there are no set vacation allocations, equivalent value. Upon receipt of an itemized account of expenditures, Teva USA shall reimburse the Executive acknowledges that, in accordance with Teva USA's policy, the Company will not make any payment within thirty (30) days for unused vacation time all reasonable and necessary expenses incurred in connection with a termination the operation, maintenance and repair of the Executive's employment such car. The Executive shall, from time to time as requested by Teva USA, furnish Teva USA with information concerning his personal use of such car so as to permit Teva USA to report appropriate amounts in respect of such use for any reason. income tax purposes. View More
Compensation and Benefits. (a) Base Salary. For all services rendered by Executive under this Agreement, the Company will pay Executive a base salary at the annual rate of Three Hundred Thirty-Two Thousand Six Hundred Eight dollars ($332,608), which shall be reviewed annually by the CEO for adjustment (the base salary in effect at any time, the "Base Salary"). Executive's Base Salary shall be paid in bi-weekly installments, less withholdings as required by law and deductions authorized by Executive, and payable pursuant t...o the Company's regular payroll practices in effect at the time and as may be changed from time to time, subject to the terms of this agreement. (b) Discretionary Bonus. Following the end of each calendar year and subject to the approval of the Company, Executive shall be eligible for a target Cantor Employment Agreement Page 2 Initials _____ retention and performance bonus of Thirty-Five percent (35%) of the annual Base Salary based on performance and the Company's performance and financial condition during the applicable calendar year, as determined by the Company in its sole discretion (a "Bonus"). In any event, Executive must be an active employee of the Company as of the 1st of October of the relevant calendar year and on the date the Bonus is distributed in order to be eligible for and to earn any Bonus, as it also serves as an incentive to remain employed by the Company.View More
Compensation and Benefits. (a) Base Salary. For all services rendered by Executive under this Agreement, the Company will pay Executive a base salary at the annual rate of Three Four Hundred Thirty-Two Ten Thousand Six Hundred Eight dollars ($332,608), ($ 410,000), which shall be reviewed annually by the CEO for adjustment (the base salary in effect at any time, Garen Employment Agreement Page 2 Initials _____ the "Base Salary"). Executive's Base Salary shall be paid in bi-weekly installments, less withholdings as require...d by law and deductions authorized by Executive, and payable pursuant to the Company's regular payroll practices in effect at the time and as may be changed from time to time, subject to the terms of this agreement. (b) Discretionary Bonus. Following the end of each calendar year and subject to the approval of the Company, Executive shall be eligible for a target Cantor Employment Agreement Page 2 Initials _____ retention and performance bonus of Thirty-Five percent (35%) of the annual Base Salary based on performance and the Company's performance and financial condition during the applicable calendar year, as determined by the Company in its sole discretion (a "Bonus"). In any event, Executive must be an active employee of the Company as of the 1st of October of the relevant calendar year and on the date the Bonus is distributed in order to be eligible for and to earn any Bonus, as it also serves as an incentive to remain employed by the Company. View More
Compensation and Benefits. 4.1. Employee shall receive base compensation at the gross annual rate (without regard to authorized tax or other legally required deductions and withholdings) of $353,800, payable in installments in accordance with the Company's regular payroll practices in effect from time to time. 4.2. In the sole discretion of the Compensation Committee of the Board (the "Compensation Committee") and within the guidelines set by the Compensation Committee for the Executive Management Team, the Company may pa...y to Employee an annual bonus of up to 35% of Employee's Base Compensation (the "Target Bonus"), based upon performance criteria set for Employee by the Compensation Committee and the CEO and certain other factors, including the Company's performance, financial stability, availability of cash, industry benchmarks and standards and market conditions. Any annual bonus so awarded shall be payable by February 28th of each year for the Employee's performance in the previous year (the "Measuring Year"). To be eligible for an annual bonus, the Employee must be employed on December 31st of the Measuring Year.View More
Compensation and Benefits. 4.1. 4.1 Employee shall receive base compensation at the gross annual rate (without regard to authorized tax or other legally required deductions and withholdings) of $353,800, $304,300, payable in installments in accordance with the Company's regular payroll practices in effect from time to time. 4.2. 4.2 In the sole discretion of the Compensation Committee of the Board (the "Compensation Committee") and within the guidelines set by the Compensation Committee for the Executive Management Team, ...the Company may pay to Employee an annual bonus of up to 35% 30% of Employee's Base Compensation (the "Target Bonus"), based upon performance criteria set for Employee by the Compensation Committee and the CEO and certain other factors, including the Company's performance, financial stability, availability of cash, industry benchmarks and standards and market conditions. Any annual bonus so awarded shall be payable by February 28th of each year for the Employee's performance in the previous year (the "Measuring Year"). To be eligible for an annual bonus, the Employee must be employed on December 31st of the Measuring Year.View More
Compensation and Benefits. (a) Base Salary. During the Term, the Company shall pay to Executive base salary at the rate equal to $351,339.32 ("Base Salary"), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company's payroll practices for its Executives from time to time. The Compensation Committee of the Board (the "Compensation Committee") shall review Executive's Base Salary at its first meeting immediately following the Effective Date and may... increase, but not decrease, such Base Salary in connection with such review. (b) Benefit Plans. During the Term, Executive shall be entitled to participate in or become a participant in any employee benefit plan maintained by the Company for which Executive is or will become eligible on such terms as the Board, or committee thereof, may, in its discretion, establish, modify or otherwise change; provided, however, that Executive shall not be eligible to participate in the Southern National Bancorp of Virginia, Inc. Supplemental Executive Retirement Plan (f/k/a the Eastern Virginia Bankshares, Inc. Supplemental Executive Retirement Plan); and provided further that nothing herein shall limit the ability of the Company to amend, modify or terminate any such plans at any time and from time to time. (c) Incentive Compensation. Executive shall receive such incentive awards, including but not limited to equity awards, in such manner and subject to such terms and conditions as the Board, or a committee thereof, in its sole discretion, may determine. Without limiting the foregoing, the dollar value of Executive's annual cash bonus with respect to performance during calendar year 2019, if any, shall be no less than the dollar value of the annual cash bonus received by the Chief Executive Officer of the Company with respect to calendar year 2019. Nothing herein shall require the Company to pay annual bonuses with respect to any calendar year. (d) Clawback. Executive agrees that any incentive compensation (including both equity and cash incentive compensation) that Executive receives from the Company or a related entity is subject to repayment (i.e., clawback) to the Company or such related entity as determined by the Board or its Compensation Committee in the event (i) of a restatement of the Company's financial results (other than a restatement caused by a change in applicable accounting rules or interpretations) the result of which is that the financial statements were materially inaccurate and any incentive compensation paid would have been a materially lower amount had it been calculated based on such restated results or (ii) the repayment is otherwise required by applicable state or federal law or regulation or stock exchange requirement, or by a separate "clawback" policy, as may be adopted from time to time by the Board. Except where offset of, or recoupment from, incentive compensation covered by Section 409A of the Code (as defined below) is prohibited by Section 409A of the Code, to the extent allowed by law and as determined by the Compensation Committee, Executive agrees that such repayment may, in the discretion of the Compensation Committee, be accomplished by withholding of future compensation to be paid to Executive by the Company. Any recovery of incentive compensation covered by Section 409A of the Code shall be implemented in a manner which complies with Section 409A of the Code. (e) Expenses. During the Term, and subject to Section 10 hereof, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing his duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the Company to the extent available to other similarly-situated employees with respect to travel and other business expenses. (f) Club Dues. During the Term, the Company shall pay (or reimburse Executive for) Executive's membership dues at The New York Yacht Club. To the extent the Company reimburses Executive for any such dues, such reimbursements shall be made no later than the last day of the calendar month following the calendar month in which Executive submits the request for payment of the reimbursable expense, which shall be submitted no later than sixty (60) days after the expense is incurred. 2 (g) Automobile Allowance. During the Term, the Company shall pay Executive a monthly automobile allowance in an amount equal to the monthly automobile allowance in effect for Executive immediately prior to the Effective Date. (h) Tax Assistance. For calendar year 2019, the Company shall reimburse Executive for reasonable costs incurred for tax and estate planning advice up to a maximum amount of $5,000.View More
Compensation and Benefits. (a) Base Salary. During the Term, the Company Employer shall pay to Executive base salary at the rate equal to $351,339.32 $350,000 ("Base Salary"), less normal withholdings, payable in approximately equal bi-weekly or other installments as are or become customary under the Company's Employer's payroll practices for its Executives from time to time. The Compensation Committee of the Board of Directors of the Company and the Bank (the "Compensation Committee") shall review Executive's Base Salary...at its first meeting immediately following the Effective Date from time to time and may increase, but not decrease, such Base Salary in connection with such review. (b) Benefit Plans. During the Term, Executive shall be entitled to participate in or become a participant in any employee benefit plan maintained by the Company Employer for which Executive is or will become eligible on such terms as the Board, or committee thereof, may, in its discretion, establish, modify or otherwise change; provided, however, that Executive shall not be eligible to participate in the Southern National Bancorp of Virginia, Inc. Supplemental Executive Retirement Plan (f/k/a the Eastern Virginia Bankshares, Inc. Supplemental Executive Retirement Plan); Plan; and provided further that nothing herein shall limit the ability of the Company Employer to amend, modify or terminate any such plans at any time and from time to time. (c) Incentive Compensation. Executive shall receive such incentive awards, including but not limited to equity awards, in such manner and subject to such terms and conditions as the Board, or a committee thereof, in its sole discretion, may determine. Without limiting the foregoing, the dollar value of Executive's annual cash bonus with respect to performance during calendar year 2019, if any, shall be no less than the dollar value of the annual cash bonus received by the Chief Executive Officer of the Company with respect to calendar year 2019. Nothing herein shall require the Company to pay annual bonuses with respect to any calendar year. (d) Clawback. Executive agrees that any incentive compensation (including both equity and cash incentive compensation) that Executive receives from the Company Employer or a related entity is subject to repayment (i.e., clawback) to the Company Employer or such related entity as determined by the Board or its Compensation Committee in the event (i) of a restatement of the Company's Employer's financial results (other than a restatement caused by a change in applicable accounting rules or interpretations) the result of which is that the financial statements were materially inaccurate and any incentive compensation paid would have been a materially lower amount had it been calculated based on such restated results or (ii) the repayment is otherwise required by applicable state or federal law or regulation or stock exchange requirement, or by a separate "clawback" policy, as may be adopted from time to time by the Board. Except where offset of, or recoupment from, incentive compensation covered by Section 409A of the Code (as defined below) is prohibited by Section 409A of the Code, to the extent allowed by law and as determined by the Compensation Committee, Executive agrees that such repayment may, in the discretion of the Compensation Committee, be accomplished by withholding of future compensation to be paid to Executive by the Company. Employer. Any recovery of incentive compensation covered by Section 409A of the Code shall be implemented in a manner which complies with Section 409A of the Code. (e) Expenses. During the Term, and subject to Section 10 hereof, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing his duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the Company Employer to the extent available to other similarly-situated employees peer executives with respect to travel and other business expenses. (f) Club Dues. During the Term, the Company shall pay (or reimburse Executive for) Executive's membership dues at The New York Yacht Club. To the extent the Company reimburses Executive for any such dues, such reimbursements shall be made no later than the last day of the calendar month following the calendar month in which Executive submits the request for payment of the reimbursable expense, which shall be submitted no later than sixty (60) days after the expense is incurred. 2 (g) Automobile Allowance. During the Term, the Company shall pay Executive a monthly automobile allowance in an amount equal to the monthly automobile allowance in effect for Executive immediately prior to the Effective Date. (h) Tax Assistance. For calendar year 2019, the Company shall reimburse Executive for reasonable costs incurred for tax and estate planning advice up to a maximum amount of $5,000.View More
