Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. In consideration of the Services to be rendered under this Agreement, the Company shall pay Executive a gross salary at the rate of Eleven Thousand Five Hundred Thirty-Nine Dollars and Twenty Cents ($11,539.20) per semi-monthly pay period, less all applicable withholdings ("Base Salary"). The Base Salary shall be paid in accordance with the Company's normal payroll practices. Executive's Base Salary will be reviewed from time to time in accordance with the established procedures of the Company f...or adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company. 2.2 Annual Bonus. In further consideration of the Services to be rendered under this Agreement upon the Company achieving Public Status, Executive shall be eligible to receive an annual bonus in the discretion of the Board ("Annual Bonus"). Any Annual Bonus awarded to Executive will be paid within two-and-one-half (2 1/2)months of the end of the year in which it was earned. Executive must remain employed with the Company through the end of the calendar year at issue in order to be eligible to receive the Annual Bonus. 2.3 Additional Compensation. Upon the Company achieving either (A) Public Status (as defined below) or (B) closing a private placement of securities of gross proceeds of $50,0000,000 or more, Executive shall be entitled to receive both (a) an increase in Base Salary equal to the greater of (i) $75,000 or (ii) an amount equal to 50% of the difference between Executive's current Base Salary of $300,000 and the comparable base salary of presidents of peer public companies comparable to the Company, as determined in the discretion of the Company's Compensation Committee of the Board and (b) an immediate cash bonus equal to 50% of the Base Salary increase under Section 2.1. "Public Status" shall mean the Company becomes a public company with its shares listed on a major exchange. Any such bonus will be subject to customary tax withholdings. 2.4 Equity Incentive. Executive previously received equity incentive grants pursuant to a Restricted Unit Purchase Agreement, dated March 15, 2021 and a Restricted Unit Purchase Agreement, dated March 15, 2021, both of which shall remain in full force and effect, in accordance with their respective terms. 2.5 Employment Benefits Plans. In further consideration of the Services to be rendered under this Agreement, Executive will be entitled to participate in pension, profit sharing and other retirement plans, incentive compensation plans, group health, hospitalization and disability or other insurance plans, and other employee welfare benefit plans generally made available to other similarly-situated employees of the Company, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. 2 2.6 Vacation. Executive shall be eligible to receive paid vacation subject to the policies and procedures in the Company's Employee Handbook, as may be amended from time to time in the Company's sole discretion. 2.7 Expenses. The Company will pay or reimburse Executive for all normal and reasonable travel and entertainment expenses incurred by Executive in connection with Executive's responsibilities to the Company upon submission of proper vouchers and documentation in accordance with the Company's expense reimbursement policy. View More

Compensation and Benefits. 2.1Salary. 2.2Annual Discretionary Bonus. In the event the Executive leaves the employ of the Company for any reason prior to payment of any bonus, Executive is not eligible for such bonus, prorated or otherwise, except as provided in Section 6 below. 2.3Equity. (a)Stock Option. As approved by the Board on March 24, 2022 (the "Grant Date"), the Company granted Executive an option to purchase 1,250,000 shares of the Company's Subordinate Voting Shares (the "Option"), with an exercise price equal ...to $1.48 per share. The Option will vest over four years, with 1/48th of the shares subject to the Option vesting on each monthly anniversary of the Grant Date, subject to Executive's continuous service with the Company on each such vesting date. Notwithstanding the foregoing, the Option, and any shares acquired upon exercise, is subject to the terms and conditions of the Mind Medicine (MindMed) Inc. Stock Option Plan and an option agreement entered into between Executive and the Company. (b)Restricted Stock Units. As approved by the Board on March 24, 2022 (the "RSU Grant Date"), the Company granted Executive 950,000 restricted stock units ("RSUs") pursuant to the terms and conditions of the Mind Medicine (MindMed) Performance and Restricted Share Unit Plan and award agreement entered into between Executive and the Company. The RSUs will vest over four years, with 1/48th of the RSUs vesting on each monthly anniversary of the RSU Grant Date, subject to Executive's continuous service with the Company on each such vesting date. 2 2.4Benefits. Executive will be eligible to participate on the same basis as similarly situated employees in the Company's benefit plans in effect from time to time during Executive's employment. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. View More

Compensation and Benefits. 5.1 Base Salary. 5.1.1 1 For the Initial Term, Executive's Base Salary shall be comprised of two components: (i) quarterly Gross Revenues multiplied by five percent (5%), plus (ii) the quarterly average daily amount of cash on hand (multiplied by five percent (5%) together, "Base Salary"), Company will pay Executive's Base Salary monthly based upon the Gross Revenues and cash on hand from the prior quarter. 5.2.2 Stretch Bonus. 5.2.3 Stock Options. 5.3 Benefits. 6.1 Death or Disability. 6.2 Term...ination by the Company for "Cause" . 6.4 Termination by the Company without Cause or Resignation by Executive for Good Reason. 6.5 Payment Upon Termination under Sections 6.1 6.2 and 6.3. 6.5.1 If this Agreement is terminated by the Company for Cause pursuant to Section 6.2 or in the event of Executive's death or Disability as set forth in Section 6.1 or Executive resigns without Good Reason or does not renew this Agreement upon expiration of the Initial Term or a Renewal Term. 6.6 Payment Upon Termination under Section 6.4. 6.7.1 Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute parachute payments ("Parachute Payments") within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and will be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any interest or penalties with respect to such excise tax (collectively, the "Excise Tax"), then the Company shall pay to the Executive, no later than the time the Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount (the "Gross-up Payment") equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and any income and employment taxes imposed on the Gross-up Payment)) that he would have been in if the Executive had not incurred any tax liability under Section 4999 of the Code. 6.7.2 Any determination required under this Section 6.7 shall be made in writing in good faith by the accounting firm which was the Company's independent auditor immediately before the Change in Control (the "Accountants"), which shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. 6.7.3 In light of the uncertainty in applying Section 4999 of the Code, if it is subsequently determined that the Gross-up Payment is not sufficient to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and such taxes imposed on the Gross-up Payment)) that he would have been in if the Executive had not incurred the Excise Tax, then the Company shall promptly pay to or for the benefit of the Executive such additional amounts necessary to put the Executive in the same after-tax position that he would have been in if the Excise Tax had not been imposed. View More

Compensation and Benefits. 3.1 Base Salary. The Company or Corindus shall pay the Executive, in periodic installments in accordance with the Company's customary payroll practices, an annual base salary of $300,000 subject to annual review for adjustment as determined by the Company's Board of Directors (the "Board," which term shall include the compensation committee or such other committees of the Board authorized to act on its behalf). 3.2 Annual Bonus. During the Employment Period, the Executive will be eligible for a ...bonus payment of up to 50% (or such higher percentage set by the Board) of his annual salary for the year immediately preceding payment of such bonus based on achievement of performance objectives (as reasonably determined by the Board) contained in an annual plan approved by the Board. Any bonus award will be paid on or before March 15 of the fiscal year following the fiscal year in which the bonus is earned, and conditioned upon the Executive's employment with the Company at the end of the immediately preceding fiscal year. Any bonus awarded to the Executive under this Agreement for fiscal year 2018 will be prorated based on the Commencement Date. In addition, Executive shall be eligible for a prorated bonus for the portion of fiscal year 2018 prior to the Commencement Date on the terms applicable to his prior role with the Company, which include a bonus target of 35% of his base salary. 3.3 Stock Option. The Company will grant the Executive effective on the Commencement Date a non-qualified stock option for the purchase of an aggregate of 500,000 shares of Common Stock of the Company pursuant to the terms of the Corindus Vascular Robotics, Inc. 2018 Stock Award Plan (the "Stock Plan") and the Company's standard form of non-qualified stock option agreement with a strike price equal to the closing stock price on the date of grant (the "Option"). Subject to the Executive's continued employment, the Option shall vest over a period of four (4) years, with the first 25% of the Option vesting on the one (1) year anniversary of the Commencement Date and the remaining 75% vesting ratably monthly over the following three (3) years. 3.4 Fringe Benefits; Vacation. The Executive shall be entitled to participate in all fringe benefit programs that the Company establishes and makes available to its employees, if any, in accordance with such terms of such programs. The Executive shall be entitled to four (4) weeks paid vacation per year, to be taken at such times as may be approved by the Chief Executive Officer. Nothing contained herein shall be construed to limit the time the Company's ability to amend, suspend, or terminate any fringe benefit program at any time without providing the Executive notice, and the right to do so expressly reserved. 3.5 Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable travel, lodging and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time. 3.6 Withholding; Section 409A. All salary and other compensation payable to the Executive shall be subject to applicable withholding taxes. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code and the guidance issued thereunder ("Section 409A") to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (a) any reimbursement be for expenses incurred during Executive's lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (c) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (d) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. View More

Compensation and Benefits. As compensation for the services rendered to the Company agrees to compensate Employee in an amount equal to $135,000.00 annually (the "Salary") for his services, payable bi-weekly or as is otherwise consistent with the Company's ordinary payroll policies throughout the Term, from which shall be withheld applicable state and federal income taxes, and such other and similar payroll taxes and charges (including deductions for various benefits) as may be required or appropriate under applicable law.... The Salary shall be reviewed by the Company's Executive Management (the "Executive Management") and/or the Company's Board of Directions (the "Board") on or prior to each anniversary of the Effective Date and any increases to the Salary shall be commensurate with an increase in Employee's experience and commensurate with the Company's growth. The Company may also award Employee with various bonus payables, determined from time to time at the discretion of the Company's Executive Management in either cash and/or equity for the associated period. The Employee will participate in all Company compensation or incentive programs extended to Executive Management (including C-suite) generally at levels commensurate with Employee's position. The Employee shall be entitled to participate in all employee and executive benefit plans of the Company including, but not limited to, equity, profit sharing, 401(k), medical, dental and vision coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees and/or Executive Management at a level commensurate with his position subject to satisfying the applicable eligibility requirements. 8360 E. Raintree Dr. #230 Scottsdale, AZ 85260 d. Upon submittal of appropriate documentation, the Employee is entitled to reimbursement in accordance with the Company's expense reimbursement policy for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties. View More

Compensation and Benefits. In consideration of Officer's services under this Agreement, Company will provide to Officer compensation and other benefits as set forth on Exhibit A attached hereto.

Compensation and Benefits. During the term of Employee's employment with the Company under this Agreement: 4.1 Salary Compensation. Beginning January 1, 2022, the Company shall pay Employee an annualized base salary of THREE HUNDRED AND SEVENTY-FIVE THOUSAND DOLLARS ($375,000.00), payable in accordance with the Company's customary payroll practices, no less frequently than monthly. Until January 1, 2022, Employee will continue to earn his current annual base salary, as provided by the 2016 Employment Agreement. 4.2 Bonus.... Beginning January 1, 2022, Employee shall be eligible for a bonus pursuant to the terms set forth in Exhibit 1 to this Agreement. Employee will also be eligible to participate in such bonus plans as the Company may in its sole and absolute discretion offer to Employee, which may be similar to or entirely different from those available to other similarly situated employees of the Company or any other Company Party. Employee will be paid by March 15, 2022 all bonuses due to him for calendar year 2021, as provided by the 2016 Employment Agreement. 2 4.3 Fringe Benefits. During his employment, Employee shall be entitled to receive all of the Company's other fringe benefits of employment available to its other employees when and as he becomes eligible for them. The Company reserves the right to modify, suspend or discontinue any and all of its benefit plans as long as such action is taken generally with respect to similarly situated persons and does not single out employee. 4.4 Reimbursement of Certain Expenses. Employee shall be reimbursed for such reasonable and necessary business expenses incurred by him while he is employed by the Company, which are directly related to the furtherance of the Company's business. Employee must submit any request for reimbursement in accordance with the Company's reimbursement policy regarding same and business expenses must be substantiated by appropriate receipts and documentation as required by applicable Company policy. View More

Compensation and Benefits. (a) Base Salary. During the Employment Period, the Employer shall pay to the Executive a base salary (the "Base Salary") at the rate of no less than $900,000 per calendar year, less applicable deductions, and prorated for any partial year. The Base Salary shall be reviewed for increase by the Employer no less frequently than annually, and shall be increased in the discretion of the Employer and any such adjusted Base Salary shall constitute the "Base Salary" for purposes of this Agreement. The B...ase Salary shall be paid in substantially equal installments in accordance with the Employer's regular payroll procedures. The Executive's Base Salary may not be decreased during the Employment Period. (b) Annual Bonus. For each fiscal year of the Employer ending during the Employment Period, the Executive shall be eligible to earn an annual cash performance bonus (an "Annual Bonus") based on performance against performance criteria determined by the Compensation Committee of the Board (the "Committee"). The Executive's annual target bonus opportunity for each fiscal year shall equal 150% of the Executive's Base Salary at the beginning of such year (the "Target Bonus"). The Executive's Annual Bonus for a fiscal year shall be determined by the Committee after the end of the applicable bonus period and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Employer generally, but in no event later than March 15 of the year following the year to which such Annual Bonus relates. (c) Long Term Incentive Equity. (i) Annual Award. With respect to each fiscal year of the Employer ending during the Employment Period, the Executive shall be eligible to receive annual equity awards under the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan or other long-term equity incentive plan of the Employer then in effect (the "Plan"), 70% of which shall be in the form of performance-based restricted stock units ("PSUs") vesting over three years and 30% in the form of restricted stock units ("RSUs") vesting ratably over three years. The level of the Executive's participation in the Plan, if any, shall be determined in the reasonable discretion of the Committee from time to time. The target grant value of this annual award shall be $4,500,000, but the actual value of any grant may be higher or lower based on Committee discretion. Terms and conditions of such awards shall be governed by the terms and conditions of the Plan and the applicable award agreements. (ii) One-time Equity Awards. The Executive has been granted the One-time Equity Awards. (d) Vacation. During the Employment Period, the Executive shall be entitled to four (4) weeks' vacation annually to be used in accordance with the Employer's applicable vacation policy. (e) Automobile Allowance. During the Employment Period, the Executive shall be entitled to an automobile allowance of $15,000 annually to be used in accordance with the Employer's applicable automobile allowance policy. (f) Benefits. During the Employment Period, the Employer shall provide to the Executive employee benefits and perquisites on a basis that is comparable in all material respects to that provided to other similarly situated executives of the Employer. The Employer shall have the right to change insurance carriers and to adopt, amend, terminate or modify employee benefit plans and arrangements at any time and without the consent of the Executive. View More

Compensation and Benefits. (a) Commencing April 3, 2022, Employer shall pay Employee a salary at the rate of seventy nine thousand one hundred and sixty seven dollars ($79,167,00) per month payable at least as frequently as monthly and subject to payroll deductions as may be necessary or customary in respect of Employer's salaried employees ("Base Salary"). Commencing not later than December 1, 2022, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") shall annually review th...e Employee's performance and Base Salary and may increase (but not decrease) such Base Salary, at its sole discretion. Any increased Base Salary shall then constitute the "Base Salary" for purposes of this Agreement. During the term, Employee shall also be entitled to receive the benefits set forth in Schedule A hereto (the "Additional Benefits") as well as any normal executive benefits of Employer not enumerated in that Schedule. (b) During the Term, Employee shall also be entitled to receive annual-performance bonuses in amounts and at times as follows: Employee shall be entitled to an annual performance bonus with respect to each fiscal year of the Employer during which Employee remains an employee of the Company beginning with the fiscal year ending April 2, 2023, in an amount determined as a percentage of Employee's Base Salary, based on the following criteria: Percentage of Actual EBITDA to Plan Amount of Bonus 80% to 89.9% 75% of Base Salary 90% to 99.9% 100% of Base Salary 100% to 109.9% 150% of Base Salary 110% to 119.9% 200% of Base Salary 120% or higher 250% of Base Salary The amount payable under this formula, if any, shall be paid to Employee within fifteen (15) days following the publication of the Company's financial statements for each fiscal year of the Employer during the Term, but in no event later than one hundred twenty (120) days following the end of such fiscal year. (c) Employee shall be designated as an Eligible Executive under the Company's Executive Officer Performance Based Compensation Plan. 2 7. EXPENSES. Employer will pay or reimburse Employee for such reasonable travel, entertainment, educational and other expenses as he may incur on behalf of Employer during the Term in connection with the performance of his duties hereunder. View More

Compensation and Benefits. 2.1 Base Salary. Employee's salary shall be $242,000 from the Effective Date for the balance of 2021 on an annualized basis (the "Base Salary"), with an automatic increase, effective on each anniversary of the Effective Date, of 10% per annum each year over the prior year's base salary during the term of this Agreement, subject to tax withholdings and upwards adjustment as provided below (the "Base Salary"), which will be payable in equal periodic installments according to the Employer's customa...ry payroll practices, but no less frequently than monthly. The Employee's Base Salary will be reviewed by the Employer's Board of Directors not less frequently than annually, and may be further adjusted upward by the Employer, but in no case can be adjusted downward without the mutual agreement of the Parties. 1 2.2 One-time Stock Option Grant. The Employer agrees to grant to the Executive as of the Effective Date, an option agreement to acquire 1,000,000 (one million) shares of common stock at the market price of the Company stock as of close of market on the date hereof, which options shall vest as of the date hereof and shall be exercisable within ten (10) years from the date of this Agreement. 2.3 Bonus and Other Incentive Compensation. Employee shall be eligible to receive an annual bonus as determined in the discretion of the Compensation Committee of the Board of Directors pro rata for each full calendar year during which Employee is continuously employed by the Company. Employee shall also be eligible to participate in such other bonus, profit-sharing, incentive, equity compensation and performance award plans and programs, if any, as may from time to time be established by the Board of Directors, in all cases less all applicable withholdings and other required deductions. 2.4 Benefits. Employee shall be entitled to receive such employee benefits as the Company may provide from time to time to its salaried employees generally, all on the same terms and conditions as such employee benefits are made available to the Company's salaried employees generally, including, without limitation, six (6) weeks' paid vacation each calendar year, and paid personal days, together with leave for illness or temporary disability, in accordance with the policies of the Company in effect from time to time.. 3. Term. Subject to the provisions of Section 5, Employee's employment under this Agreement shall be for a period of two (2) years, beginning on the Effective Date (the "Term"). After the Term, Employee's employment may either continue on an "at-will" basis at the mutual consent of the parties, or on the basis of a new employment agreement; to wit, unless the Company and Employee enter into a new employment agreement on or before July 15, 2023 the Company or the Employee may terminate the employment relationship with or without cause and/or with or without notice only AFTER July 15, 2023. View More