Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. 3.2 Annual Bonus. 3.3 Stock Options. 3.4 Group Benefits. 3.6 Expenses. 3.7 Other Perquisites. 3.8 Statutory Deductions.

Compensation and Benefits. 3.1Salary. 3.2Incentive Compensation. 3.3Expense Reimbursement. 3.4Paid Time Off. 3.5Benefits & Equity Grants.

Compensation and Benefits. 3.1. Base Salary. Employee's annual base salary for all services rendered hereunder shall be $438,000 (the "Base Salary"), less applicable withholdings, payable in accordance with the Company's policies, procedures and practices as in effect from time to time. 3.2. Annual Bonus. Employee shall be eligible to earn an annual cash bonus targeted at 40% of the Base Salary (an "Annual Bonus"). The actual amount of any Annual Bonus earned will be determined by the CEO based on the achievement of indiv...idual and company goals established by the Company at the beginning of each bonus year. The Employee must be employed on December 31 of the applicable bonus year to receive an Annual Bonus for that year, and any earned Annual Bonus will be paid prior to March 15 of the year following the year to which it relates. 3.3. Vacation. Employee shall be entitled to earn paid vacation and other time off pursuant to Company policy as in effect from time to time. 3.4. Business Expenses. Employee shall be reimbursed for all reasonable business expenses actually incurred by Employee in performing services under this Agreement in accordance with the applicable Company policies and practices as in effect from time to time. Any taxable reimbursement shall be paid no later than December 31 of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). 3.5. Equity. Employee will be eligible for an annual equity grant targeted at 200% of the Base Salary (the "Annual Equity Grant") under the Viela Bio, Inc. Amended and Restated 2018 Equity Plan (the "Equity Plan"), as determined by the Board of Directors in its sole discretion. All equity awards will be subject to the terms and conditions of the Equity Plan and the terms of a separate award agreement to be entered into between the Employee and the Company on the receipt of each grant. 3.6. Severance. The Employee will be a participant in the Severance Plan and will be eligible for benefits in accordance with the terms of the Severance Plan if the Employee's employment terminates under qualifying circumstances. Notwithstanding any other term of the Plan, however, the Employee will be eligible for severance benefits under Section 4 of the Severance Plan if the Employee resigns his employment with Good Reason (as that term is defined in the Severance Plan) during the Term and prior to the commencement of any Change in Control Period (as that term is defined in the Severance Plan). 3.7. Other Benefits. The Employee will be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company and made available to employees generally, in accordance with the terms of such plans, practices, and programs as in effect from time to time. The Company reserves the right to cancel or modify its benefits at any time. 2 4. Restrictive Covenant Agreement. As part of the consideration for the compensation and benefits to be paid to Employee hereunder, and as additional incentive for the Company to enter into this Agreement, Employee agrees to continue to be bound by and to continue to abide by the Restrictive Covenant Agreement dated January 31, 2018 attached hereto as Exhibit A. Employee agrees that the terms of the Restrictive Covenant Agreement shall survive the termination or expiration of this Agreement as set forth in the Restrictive Covenant Agreement. View More

Compensation and Benefits. 4.1Base Salary. 4.2Bonus. 4.3Benefits. 4.4Expenses; Travel. 4.5Vacation. 4.6Relocation Services.

Compensation and Benefits. Executive will be eligible to receive the following compensation and benefits during the Term: (a) Annual Base Salary. In consideration of the services to be rendered by Executive under this Agreement, the Company will pay Executive an annual salary of $350,000 (as adjusted herein, the "Salary"), less all applicable local, state, and federal taxes, and other withholdings and deductions required by law or authorized by Executive, which shall be payable at the times and in the installments consist...ent with the Company's existing payroll practices. The Salary shall be reviewed from time to time, but no less frequently than annually, by the Board for purposes of potential increase. Any such increase shall be determined in the sole discretion of the Board. (b) Annual Bonus. For each calendar year occurring during the Term, Executive will be eligible for an annual cash bonus with respect to the year of employment completed as of such date of up to fifty (50) percent ("Bonus Target") of Executive's then applicable Salary ("Bonus"), as determined in the sole discretion of the Company and based upon the achievement of performance metrics established by the GP Board (as defined in the operating agreement of Parent) of Parent (the "Board") within the first three months of each calendar year during the Term (or, for the 2014 calendar year, no later than three months following the Effective Date) and such other factors as may be determined in the Board's discretion. Any Bonus earned by Executive as determined by the Board in its discretion, which may be higher or lower than the Bonus Target, shall be paid to Executive as soon as reasonably practicable following the end of the applicable calendar year, but in no event later than the last day to qualify such Bonus as a "short-term deferral" under Treasury Regulation Section 1.409A-1(b)(4) and no later than March 15th of the following calendar year. The Bonus, if any, for 2014 shall not be pro-rated based on the Effective Date of this Agreement. 2 (c) Equity Participation. Executive shall be entitled to the grant of certain equity interests from the Company and/or its affiliates pursuant to the NESCO Holdings, LP Executive Profits Interest Incentive Plan, as amended from time to time (the "Plan"), and in accordance with the terms of the Class B Profits Interest Unit Award Agreement, a form of which is attached hereto as Exhibit A (the "Award Agreement"). (d) Benefits. The Company and Executive acknowledge and agree that during the Term, Executive shall be entitled to participate in certain employee benefits plans, programs and arrangements, as offered by the Company to similarly-situated senior executives of the Company. These employee benefits shall be governed by the applicable documents, which are subject to change. (e) Car Allowance. The Company shall provide Executive with use of a company car from the corporate fleet, subject to availability from time to time. (f) Vacation. During the Term, Executive will be entitled to twenty (20) work days of paid vacation each calendar year. Vacation must be scheduled with sufficient advance notice to take into account the Company's business needs. Executive will also be entitled to paid holidays in accordance with the Company's holiday policy. In no event shall any unused vacation days for a calendar year carry forward to a subsequent calendar year. (g) Business Expenses. During the Term, Executive shall be reimbursed for all reasonable, ordinary, and necessary expenses incurred for business activities on behalf of the Company by Executive in the performance of his duties. All reimbursable expenses must be appropriately documented in reasonable detail by Executive and submitted in accordance with the travel and business expense reimbursement policy of the Company in effect at that time. View More

Compensation and Benefits. 3.1 Salary. The Company shall pay to Executive a salary ("Base Salary") at the annual rate of $200,000. Executive's compensation shall be paid in equal, quarterly installments through the issuance of restricted shares of Common Stock of the Company, at a per share price equal to 85% of the average closing price for 10 trading days prior to end of the quarter, but in any event not less than $0.30 per share. All such shares of Common Stock shall be pursuant to the 2017 Long-Term Incentive Equity P...lan or any successor plan thereto. The Company represents and will ensure that it has sufficient authorized Common Stock to make any such issuances. 3.2 [Intentionally Omitted] 3.3 Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to executive employees from time to time. 3.4 Vacation and Sick Days. Executive shall be entitled to twenty (20) days of paid vacation and five (5) days of paid sick days in each year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary Company policy. 3.5 Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company (including as a member of the Board), against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary procedures. This shall include (i) fees and disbursements of counsel to Executive for negotiating this Agreement and for representation of Executive in his capacity as Chief Executive officer, up to a maximum of $10,000, and (ii) any other expenses incurred by Executive prior to the Commencement date, in an amount to be mutually agreed upon by Executive and the Company. View More

Compensation and Benefits. (a) Base Salary. During the Employment Period, the Executive shall be paid a monthly base salary by the Employers of Forty-One Thousand Six Hundred Sixty-Seven Dollars ($41,667.00), payable in regular installments in accordance with the Employers' usual payment practices. The Board shall review Executive's monthly base salary annually during the Employment Period (beginning after the fiscal year ending April 30, 2020), and may increase (but not decrease) that monthly base salary from time-to-tim...e, based on its periodic review of Executive's performance in accordance with the Company's regular policies and procedures. The Executive's monthly base salary as in effect from time to time is hereinafter referred to as the "Base Salary." (b) Equity and Cash Incentive Plan. To the extent approved by the Board, the Executive may be granted annual equity or cash incentive awards pursuant to the Employers' Equity and Cash Incentive Plan, which may be amended or terminated by the Employers at Employers' discretion. Executive's eligibility for equity or cash incentive awards shall be determined on a basis consistent with other named executive officers of the Company (as defined under the Securities Exchange Act of 1934). (c) Benefits. During the Employment Period, Executive will be eligible to participate in the employee and executive benefit plans and programs maintained by the Employers from time-to-time in which executive officers of the Employers are eligible to participate, including, to the extent maintained by the Employers, life, medical, dental, accidental and disability insurance plans, retirement plans, incentive stock award and stock compensation plans, and deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time. Executive shall be eligible to participate in the Employers' existing 401(k) plan, in accordance with its terms, and the Employers shall match Executive's contributions in accordance with the terms of that plan, provided that the matching does not violate any provisions of the 401(k) plan. All benefit programs are subject to change from time to time in the Employers' discretion. (d) Vacation. During the Employment Period, Executive shall be entitled to vacation on the same basis as other executive officers of the Employers. Executive shall also be entitled to Employer-designated holidays, but in no event shall Executive have less than four weeks of vacation per year. (e) Business Expenses. During the Employment Period, the Employers shall pay or reimburse the Executive for all reasonable expenses incurred or paid by the Executive in the performance of his duties pursuant to this Agreement, upon presentation of expense statements or vouchers and such other information as the Employers may require and in accordance with the generally applicable policies and procedures of the Employers. 2 (f) Sarbanes-Oxley/Dodd-Frank Act Compliance: Repayment of Bonus and Profits: Executive understands that, in accordance with The Sarbanes-Oxley Act of 2002 and the Dodd—Frank Wall Street Reform and Consumer Protection Act of 2010 (together, "Applicable Law"), if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws, Executive shall reimburse the Company, to the extent reimbursement is required by Applicable Law, for: (i) the amount of any bonus or other incentive- based or equity-based compensation received by Executive from the Company during the three-year period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement, but only to the extent that the amount of incentive compensation received exceeds the amount of incentive-based compensation that otherwise would have been paid had it been determined based on the accounting restatement; and (ii) any profits realized from the sale of securities of the Company during that three-year period, but only to the extent that the amount of profits received exceeds the amount of profits that otherwise would have been paid had it been determined based on the accounting restatement. View More

Compensation and Benefits. During the Term, the Executive will receive the following compensation and benefits (collectively the "Compensation"): (a) Base Salary. The Executive shall be paid Four Hundred Fifty Thousand Dollars ($450,000) annually during the Term as base salary (the "Base Salary"), payable when possible by the company at the Board of Directors' discretion. Upon approval by the Executive, partial payments may be delivered and accepted. Any unpaid annual compensation will be accrued and owed to the Executive.... The Base Salary may from time to time be adjusted by the Board in its discretion as negotiated with the Executive. The Company shall pay, on behalf of the Executive, certain taxes and fees otherwise owed by the Executive. (b) Monthly Bonus. Each month, the Executive shall receive restricted shares of the Company's common stock worth Five Thousand Dollars ($5,000). The number of shares to be delivered under this section shall be calculated based on the average price of the volume-weighted average price of the Company's common stock (the "VWAP") during the twenty (20) trading days prior to the end of each calendar month. Shares shall be issued on a quarterly basis. The transfer and sale of these shares will be subject to regulation pursuant to Rule 144 of the Securities Act of 1933, as amended, and other securities regulations. (c) Annual Bonus. The Executive is eligible for an annual bonus with a maximum amount equal to ten times his annual Base Salary, for a maximum annual payment of Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Annual Bonus"). The actual amount of any Annual Bonus may be less than such target and shall be determined by the Board based on the achievement of corporate and individual objectives determined by the Board on an annual basis, in its absolute discretion. The Executive shall not be eligible for an Annual Bonus if he is terminated for any reason or resigns. (d) Benefits. In addition to the Base Salary and Monthly and Annual Bonus payments, the Executive will also be entitled to receive health, welfare, and fringe benefits that are generally available to the Company's management employees in accordance with the then existing terms and conditions of the Company's policies, to be extended to the Executive's eligible dependents when applicable. The Executive will be entitled to reimbursement of all reasonable expenses incurred by him in his performance of services on behalf of the Company hereunder, subject to the presentation of appropriate documentation and other reimbursement policies generally applicable to the Company's management employees. (e) Withholding. The Company will withhold from Compensation payable hereunder all applicable federal, state, and local withholding taxes. View More

Compensation and Benefits. Playa Management shall pay Executive a gross annual base salary ("Base Salary") of $550,000. For the avoidance of doubt, Executive shall not be entitled to receive any other salary to the extent he serves as an officer, director, or employee of any other Playa Affiliate. The Base Salary shall be payable in arrears in approximately equal semi-monthly installments (except that the first and last such semi-monthly installments may be prorated if necessary) on Playa Management's regularly scheduled ...payroll dates, minus such deductions as may be required by law or reasonably requested by Executive. The Playa Board shall review Executive's Base Salary annually in conjunction with its regular review of executives' salaries and make such increases, if any, to his Base Salary as the Playa Board shall deem appropriate in its sole and absolute discretion. (b) Incentive Compensation (i) Executive shall be eligible to receive a "Discretionary Annual Bonus" with a target amount of seventy five percent (75%) of the sum of his annual Base Salary and with a maximum of one hundred thirty one and twenty five hundredths percent (131.25%) of the sum of his annual Base Salary. The amount, if any, of each Discretionary Annual Bonus payable to Executive shall be determined by the Playa Board in its sole and absolute discretion, taking into account such criteria as the Playa Board shall deem appropriate. The Playa Board shall make its determination of the amount of the Discretionary Annual Bonus (if any) payable to Executive promptly after the Playa Board's acceptance of the financial results for the applicable year. Executive shall be entitled to receive the Discretionary Annual Bonus (if any) for a given year so long as he is an employee on the last day of the year for which the Discretionary Annual Bonus is given. Each such Discretionary Annual Bonus directed to be awarded to Executive shall be payable as soon as practical, but no later than March 15 of the year following the year of performance. Subject to the foregoing, Executive may be entitled to receive a pro-rata amount of the Discretionary Annual Bonus for any partial calendar year occurring by reason of termination of this Agreement pursuant to Section 5(b) or (c) below. 2 (ii) Executive shall be eligible to participate in any equity compensation plan under which similarly-situated senior executives of Playa Management are eligible to receive equity awards for service to Playa Management (the "EIP"). The terms and amounts of any EIP awards granted to Executive shall be determined by the Playa Board in its sole and absolute discretion. Payments of amounts (if any) under the EIP shall be structured to provide liquidity at such times and in such amounts as is necessary to permit Executive to pay on a timely basis all income and employment taxes due by reason of any incentive compensation payable to him under the EIP. (iii) Executive may be eligible to participate in such other incentive compensation programs as may be provided to senior executives of Playa Management or the Playa Affiliates from time-to-time. (iv) Notwithstanding anything to the contrary contained in this Agreement, Executive's entitlement to any Discretionary Annual Bonus and any award granted to Executive under the EIP or any other incentive compensation program shall be determined and approved by the Playa Board, in each case in its sole and absolute discretion. (c) Other Benefits. Executive shall be entitled to paid time off and holiday pay in accordance with Playa Management policies in effect from time to time, and to participate in such life, health and disability insurance, pension, deferred compensation and incentive plans, stock options and awards, performance bonuses and other benefits as Playa Management extends, as a matter of policy, to senior executive employees of Playa Management. (d) Reimbursement of Business Expenses. Playa Management shall reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by Executive in connection with, or related to, the performance of his duties, responsibilities or services to Playa Management and the other Playa Affiliates under this Agreement in accordance with the reimbursement policy and procedure then adopted, from time to time, by Playa Management and upon presentation by Executive of reasonable documentation, expense statements, vouchers and such other supporting information as Playa Management may reasonably request. View More

Compensation and Benefits. (a) Salary. Executive will receive an annual base salary of $400,000 (the "Base Salary"), which may be increased from time to time in such amounts as may be determined by the Board of Directors of Bank and may not be decreased without the Executive's express written consent. Executive's Base Salary shall be paid in periodic installments (not less than monthly) in accordance with the Bank's general payroll practices, as in effect from time-to-time. (b) Benefits. Executive will be entitled to rece...ive all benefits and conditions of employment generally available to other executives of the Bank, including, without limitation, sick leave, paid time off (subject to the Bank's Employee Handbook, as amended from time to time), disability, accident, life, hospitalization, medical and dental, insurance, paid holidays, and participation in any pension, stock option, employee stock ownership, profit sharing or other retirement plan pursuant to the terms of said plans. (c) Automobile. The Bank will provide Executive with a monthly automobile allowance, per Bank policy. (d) Bonus. Executive shall be eligible for a performance bonus in accordance with the Bank's incentive compensation plan, as amended from time to time. (e) Expenses. The Bank shall reimburse Executive for all reasonable expenses incurred by the Executive in furtherance of or in connection with the business of the Bank, including, but not by way of limitation, traveling expenses, subject to such reasonable documentation and other limitations as may be established by the Board of Directors of the Bank. View More