Compensation and Benefits Contract Clauses (2,414)

Compensation and Benefits. (a) Base Salary. The Company shall pay to the Employee in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at a rate of three hundred ninety thousand dollars ($390,000) per annum ("Base Salary"). The Employee's Base Salary shall be reviewed annually for the purpose of determining increases, if any, based on the Employee's performance, the performance of the Company, then prevailing salary scales for comparable positions, inflation and other rel...evant factors. Effective as of the date of any increase in the Employee's Base Salary, Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. Any increase in Base Salary shall not limit or reduce any other obligation of the Company to the Employee under this Agreement. 3 (b) Annual Bonus. During the Term of Employment, the Employee shall be eligible to receive an annual cash incentive award ("Annual Bonus") pursuant to the bonus plan then in effect for Employee employees of the Company (the "Bonus Plan"). All Annual Bonuses are subject to the terms and conditions of then-current Bonus Plan adopted by the Company. If the Employee achieves his target performance goals for a fiscal year, which goals shall be determined by the Compensation Committee of the Company's Board of Directors on an annual or more frequent basis, the Annual Bonus shall be not less than thirty five percent (35%) of the Employee's Base Salary. To be eligible to receive an Annual Bonus, or any portion thereof, the Employee must be actively employed by the Company at the time the Annual Bonus, if any, is paid, except as otherwise provided below. (c) Equity Awards. The Employee has been granted stock option equity awards under the Immunic, Inc. 2019 Omnibus Equity Incentive Plan (the "Equity Plan"). From time to time, the Employee may receive additional equity incentive awards under the Equity Plan (or under any other equity incentive plan adopted by the Company to supplement or succeed the Equity Plan). All such awards are referred to herein as the "Equity Awards." (d) Benefits. During the Term of Employment, the Employee shall be entitled to participate in all employee benefit plans, programs and arrangements made available generally to the Company's senior employees or to other full-time employees on substantially the same basis that such benefits are provided to such senior Employees of a similar level or to other full-time employees. (e) Vacations. During the Term of Employment, the Employee shall be entitled to twenty (20) days paid vacation per year, or such greater amount as may be earned under the Company's standard vacation policy. (f) Reimbursement of Expenses. During the Term of Employment, the Employee shall be entitled to receive prompt reimbursement for all reasonable business-related or employment-related expenses incurred by the Employee upon the receipt by the Company of reasonable documentation in accordance with standard practices, policies and procedures applicable to other senior Employees of the Company. View More

Compensation and Benefits. 2.1 Salary. 2.2 Annual Performance Bonus. 2.4 Equity Incentive Grant (Options). 2.6 Benefits and Insurance. 2.7 Expense Reimbursements.

Compensation and Benefits. 2.1Base Salary. For all the services rendered by Executive hereunder, the Company shall pay or cause to be paid to Executive a base salary ("Base Salary") at the annualized rate of four hundred and eleven thousand dollars ($411,000.00), subject to all required withholdings and authorized deductions and payable in installments at such times as the Company customarily pays its other employees. Executive's Base Salary is subject to annual review by the Compensation Committee (the "Compensation Comm...ittee") of the Company's Board of Directors (the "Board") consistent with other members of the Company's executive team. 2.2Short-Term Discretionary Cash Bonus. For each fiscal year during the Employment Period, Executive shall be eligible to receive an annual discretionary cash bonus (the "STIP Bonus") for the services rendered by Executive under this Agreement, subject to the terms and conditions as set forth in the Verra Mobility Amended and Restated Short-Term Incentive Plan (or any successor plan) (the "STIP Plan"). Executive's STIP Bonus target shall be seventy five percent (75%) of the Executive's Base Salary paid during the applicable plan year. The payment and amount of the STIP Bonus, if any, will be determined by the Compensation Committee based on Executive's performance and Company financial performance, in each case measured against performance goals and financial targets established by the Compensation Committee. Nothing in this Agreement shall prevent the Compensation Committee from adopting, amending or terminating the Annual Bonus Plan as the Compensation Committee deems appropriate in its sole discretion. 2.3Equity Compensation. During the Employment Period, Executive shall be eligible from time to time to participate in the Company's equity incentive programs, including with respect to restricted stock units, performance share units, stock options and other equity, subject to the discretion of the Board or its authorized designee(s). The terms and conditions of the vesting, forfeiture, and all other matters related to any equity compensation granted to Executive shall be subject to and governed by the Verra Mobility Corporation 2018 Equity Incentive Plan, as amended, and the applicable award agreements and grant documents provided to Executive in connection with such equity compensation. 2.4Retirement and Welfare Plans. Executive shall be eligible to participate in employee retirement and welfare benefit plans made available to the Company's senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from adopting, amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate. 2.5Vacation. Executive shall be entitled to paid vacation pursuant to the terms and conditions of the Company's vacation and paid time off policies, as may be in effect from time to time. 2.6Reimbursement of Expenses. Executive shall be eligible to be reimbursed for all customary and appropriate business-related expenses actually incurred by Executive and documented in accordance with the Company's policies applicable to senior level executives and as may be in effect from time to time. View More

Compensation and Benefits. (a) Cash Salary. Executive shall receive for services to be rendered hereunder an annual base salary (the "Base Salary"), at a rate of Two Hundred Thousand Dollars ($200,000). (b) Participation in Benefit Plans. During the Term, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health and accident, disability, compensation or other plan or program of the Parent or Company now existing or established hereafter to the extent that he is eligible un...der the general provisions thereof. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit programs as it deems appropriate. The availability and terms of such benefit plans shall be set by the Board of Directors of Parent, or its designated committee, and may change from time-to-time. Executive shall be required to comply with all conditions attendant to coverage by the benefit plans hereunder and shall be entitled to benefits only in accordance with the terms and conditions of such plans as they may be enumerated from time to time. (c) Perquisites. During the Term, the Company shall provide Executive with the perquisites and other fringe benefits generally made available to senior executives of the Company and any such other benefits as the Board of Directors of Parent, or its designated committee, may elect to grant from time-to-time including the following: (1) Automobile Allowance. The Company shall provide Executive, at no cost to Executive, the use of a company-owned or company-leased vehicle of a cost and quality reasonably acceptable to the Company but, in any event, equal to or exceeding the cost and quality of the vehicle presently used by Executive. The Company shall pay, or reimburse Executive for, all costs associated with operating, maintaining and insuring such automobile, provided such costs are itemized and presented to the company in writing and in a form as then prescribed by the Company in its policies for the reimbursement of employee business expenses; 2 Employment Agreement Stuart W. Epperson 2 (2) Regulatory Filings. The Company shall pay for all governmental and regulatory filings required by Executive solely as a result of his position as an officer or director of the Company or Parent, including, but not limited to, all Section 16 filings required by Executive. For avoidance of doubt, such filings would include SEC Forms 4 and 5 and Schedule 13G and FCC ownership reports and transfer applications and would not include other filings required in connection with the sale of company stock by Executive; (3) Regulatory Filings/Fees Associated with Option Exercises. In the event Executive is required to make regulatory filings as a result of his exercise of options granted him by the Company for the purchase of stock of the Parent, the Company shall pay the cost of such filings, including any filing fee. The benefits provided in this Section 2(c)(3) shall include full reimbursement for any income and employment taxes applicable to such benefits; (4) Travel and Entertainment Expenses. Reasonable, bona-fide Company-related entertainment and travel expenses incurred by Executive in accordance with the Employee Handbook, Code of Ethical Conduct, Financial Code of Conduct and other written policies, all as issued by the Company, relating thereto shall be reimbursed or paid by the Company; and, (5) Health Benefit. Employer will pay the employee, spouse and dependents portions of the monthly group health care premiums on behalf of Executive. View More

Compensation and Benefits. The Company will pay you an annualized salary of $375,000, paid bi-weekly, subject to applicable withholdings. Your salary shall be payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by the Company in its discretion. (a) Bonus Compensation. Beginning January 1, 2020, you will be eligible to participate in the Planet Fitness Corporate Bonus Plan. You shall be eligible to earn an annual bonus, the amount of any such bonus to be deter...mined by the Company in its sole discretion, initially set at 60% of your Base Salary. The final calculation of your bonus is based upon achievement of Company goals and an Individual Goal Plan for the performance period, prorated per active service within the plan year. In order to be eligible for a bonus payout, you must be employed by the Company on the date that the bonus is paid. The Company retains the right to modify its bonus plans at any time. (b) Long Term Incentive Award. On or soon after your start date, you will be granted a long term incentive award based upon a target fair value of approximately 66 2/3% of your base pay amount and comprised of 50% restricted stock units and 50% stock options. In conjunction with the Company's 2020 annual grant of long-term incentive awards to senior executives, approximately March 2020, you will be granted a long term incentive award based upon a target fair value of approximately 33 1/3% of your base pay amount and comprised of performance share units. The number of restricted stock units and performance share units, and the number and exercise price of options, will be determined by the closing share price on the grant date. These grants are governed by, and subject to the terms of, our 2015 Omnibus Incentive Plan subject to company guidelines, stock ownership requirements and Board approval. Annual grant awards are determined at the discretion of the Board of Directors. Under the terms of the plan, your annual grant eligibility and award are subject to final review and approval by the Board of Directors. The restricted stock unit grant and stock option grant are each subject to vesting of 25% annually over a period of four years beginning on your grant date. The performance share unit grant is subject to 100% vesting on the third anniversary of your grant date, subject to the achievement of defined performance metrics. (c) Relocation Assistance. The company will provide relocation expense assistance for your relocation to the Hampton, New Hampshire area up to a maximum reimbursement of $125,000. Relocation assistance payments are subject to all terms and conditions of the Relocation Assistance Agreement provided herewith. (d) Sign-on bonus. You will be entitled to a one-time sign on bonus of $50,000 payable in one lump sum on the next regularly scheduled pay date following your start date. The signing bonus is paid as regular compensation. In the event you leave the Company within 12 months of your date of hire, you have an obligation to repay 100% of the sign-on bonus. (e) Participation in Employee Benefit Plans. You will be entitled to participate in all employee benefit plans in effect from time to time for employees of the Company generally, except to the extent such plans are duplicative of benefits otherwise provided you under this Agreement. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. (f) Paid Vacation Time. You are eligible for a vacation benefit of four (4) weeks of vacation time per calendar year, prorated per your date of hire and accrued on a bi-weekly basis. In addition, you are eligible for five floating holidays per calendar year. The Company's Paid Time-Off Policy is available upon request. (g) Business Expenses. The Company will reimburse you for all reasonable business related expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, subject to polices established by the Company. View More

Compensation and Benefits. During the Employment Term, the Company shall pay Executive a base salary of $[●] per year (as adjusted from time to time, the "Base Salary"). The Base Salary shall be payable in regular installments in accordance with the Company's usual payment practices. (b) Benefits. During the Employment Term, Executive shall be entitled to participate in the Company's employee benefit, paid time off ("PTO"), fringe and perquisite plans, practices, policies and arrangements as in effect from time to time (c...ollectively, "Employee Benefits"), subject always to the terms of any such plan, practices, policies and arrangements. The Company reserves the right to amend, modify, suspend, terminate or otherwise change any or all of the Employee Benefits, or any aspect or particular benefit thereof, at any time, at its sole discretion, to the extent permitted by applicable law. (c) Reimbursement of Business Expenses. During the Employment Term, the Company shall reimburse Executive for reasonable and necessary business expenses incurred by Executive in the performance of Executive's duties hereunder in accordance with policies and procedures, and subject to limitations, adopted by the Company from time to time. View More

Compensation and Benefits. (a) Base Salary. During the Employment Period, Executive shall receive a base salary of Dollars ($ ) per annum (the "Base Salary"), which may be modified by the Employers in their sole discretion (provided, however, that any decrease in Executive's Base Salary shall be made only if the Employers contemporaneously and proportionately decrease the base salaries of all senior executives of such Employers). (b) Payment of Base Salary. The Base Salary shall be payable by the Employers in regular inst...allments in accordance with the Employers' payroll practices in effect from time to time, less withholdings and deductions required or permitted by applicable law. (c) Annual Bonus. During the Employment Period, Executive shall be eligible to receive an annual performance bonus (an "Annual Bonus"), subject to the (i) achievement of Employers' performance criteria, as determined in the Employers' sole discretion, and (ii) Executive's continued employment with the Employers through the end of the year for which such bonus is paid (except as otherwise provided in Section 4). The Employers' performance criteria shall be determined in good faith by the President and Chief Executive Officer or his designee, in consultation with Executive. The Annual Bonus shall be paid in a single lump sum payment, less withholdings and deductions required or permitted by applicable law, to Executive when annual bonuses for that year are paid to other executives of the Employers, but in no event later than the March 15th following the end of the year for which the bonus is paid. 2 (d) Incentive Plans. Executive shall be entitled to participate in any incentive plans that the Employers may sponsor, if any, in accordance (in all material respects) with the applicable policies of the Employers relating to incentive compensation for executive officers, and based on the objectives set forth in such Employers' executive incentive plans. (e) Employee Benefits. Throughout Executive's employment during the Employment Period, the Employers shall provide Executive with all employee benefits and fringe benefits as may be provided from time to time to the Employers' executives. (f) Expense Reimbursement. During the Employment Period, and subject to Section 21(d) hereunder, the Employers shall reimburse Executive, within a reasonable period of time of Executive submitting an expense report to the Employers, for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Employers' policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Employers' requirements with respect to reporting and documentation of such expenses. View More