Compensation and Expenses Contract Clauses (168)

Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $250,000.00 (the "Base Salary"), less such deductions as shall be required to be withheld by applicable law and regulations payable in accordance with the Company's customary payroll practices. While the Executive is serving as only the CFO, the services of the Executive to be rendered under this Agreement, ...the Company shall reduce the Base Salary to $210,000, less such deductions as shall be required to be withheld by applicable law and regulations payable in accordance with the Company's customary payroll practices. The Executive's Base Salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the Base Salary during the Term. However, the Executive's Base Salary may not be decreased during the Term. The Executive acknowledges that up to 50% of the Base Salary or any mutually agreed upon portion thereof, shall be deferred by the Executive and shall accrue until the earlier of (i) May 1, 2023 or (ii) the mutual consent of the parties, and on such date shall be payable in full unless otherwise agreed upon by the Executive. (b) Target Bonus. In addition to the Annual Base Salary, the Executive shall be eligible to earn, for each completed 12 month period following the Effective Date of this Agreement during the Term, an annual bonus (the "Annual Bonus") of up to 100% of the Executive's Annual Base Salary based on terms and conditions, including the financial performance of the Company as well as individual performance goals, as set forth in a bonus plan that is to be established, approved, administered and determined in all respects in the sole discretion of the Board or, if applicable, the Board's Compensation Committee. (c) Expenses. In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel (including travel expenses incurred by the Executive related to his travel to the Company's offices), entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company's practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, its executive officers. 3 (d) Equity Grant. The Executive shall receive a restricted stock award of 2,500,000 shares of restricted common stock (the "RSA") of the Company granted as of the Effective Date of this Agreement (the "Grant Date"). As a condition of the grant, the Executive shall execute the Company's Restricted Stock Agreement in the form attached hereto as Exhibit C. The RSA will be valued as of the Grant Date based on a methodology and guidance as discussed with the Company's external tax counsel. The Executive shall have the ability to assign the RSA to entity of his choice, so long that the entity is subject to the same requirements by the Securities and Exchange Commission (the "SEC") for changes in beneficial ownership reporting and disclosure. The RSA shall vest in 20 equal quarterly increments on the last day of each calendar quarter beginning with December 31, 2022, subject to continued employment of the Executive on each applicable vesting date and subject to the terms and conditions of the Restricted Stock Agreement. View More

Compensation and Expenses. (a) Board Compensation. For agreeing to serve as a director to the Company as a director, the Director will be entitled to 75,000 shares of common stock of the Company (the "Shares"). (b) Expenses. Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, the Company will reimburse Director for all reasonable out-of-pocket expenses incurred in connection with the performance of Director's duties under this Agreement. (c) Other Benefits. The Board... (or its designated Committee) may from time to time authorize additional compensation and benefits for Director, including additional compensation for service as chairman of a Committee and awards under any stock incentive, stock option, stock compensation, or long-term incentive plan of the Company that may be established. View More

Compensation and Expenses. (a) Director Compensation. In recognition of the services provided by and to be provided by Director, the Company agrees to issue to Director an Option Agreement to purchase 500,000 shares of the Company's common stock at the closing price on the date of this Agreement and to pay Director cash compensation of $5,000 per month, payable on the first of each month beginning March 1, 2021 (such cash payment and stock option, the "Compensation"). The Board reserves the right to change the Compensatio...n from time to time, to take into consideration the responsibilities associated with different committees in setting Compensation levels and to grant additional restricted shares periodically, which may vary from the terms described in this section. (b) Expenses. The Company will reimburse Director for all reasonable, out-of-pocket expenses, including airfare for board meetings, approved by the Company in advance, incurred in connection with the performance of Director's duties under this Agreement ("Expenses"), upon submission of receipts and a written request for payment. Such statement shall be accompanied by sufficient documentary matter to support the expenditures. The Company may withhold from any payment any amount of withholding required by law. 1 (c) Future Compensation and Benefits. The Board, with the compensation committee, reserves the right to determine the compensation for services provided under this Agreement. The Board may from time to time authorize additional compensation and benefits for Director, including stock options and restricted stock. The Company has provided the Director with a summary of provisions of its corporate by-laws and governing documents dealing with indemnification of directors. View More

Compensation and Expenses. 16.1 Company shall pay to Agent compensation in accordance with the fee schedule attached as Exhibit D hereto, together with reimbursement for reasonable fees and disbursements of counsel, regardless of whether any Class B Shares are surrendered to Agent, for Agent's services as Agent hereunder. 16.2 Company shall be charged for certain expenses advanced or incurred by Agent in connection with Agent's performance of its duties hereunder. Such charges include, but are not limited to, stationery a...nd supplies, such as checks, envelopes and paper stock, as well as any disbursements for telephone and document creation and delivery. While Agent endeavors to maintain such charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of Agent's billing systems. 16.3 If any out-of-proof condition caused by Company or any of its prior agents arises during any terms of this Agreement, Company will, promptly upon Agent's request, provide Agent with funds or shares sufficient to resolve the out-of-proof condition. 16.4 All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date. Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per month commencing forty-five (45) days from the invoice date. Company agrees to reimburse Agent for any attorney's fees and any other costs associated with collecting delinquent payments. 16.5 The parties hereto agree that in the event that Agent commences performance under this Agreement, which performance may include, inter alia, initial project set-up activity, balancing and reconciliation, loading files, preparing letters of transmittal or other documents, as applicable, but the transaction contemplated hereunder is not initiated for any reason, Company agrees to pay, in any event, the Project Management fee set forth in Exhibit D attached hereto. In addition, Company agrees to pay any expenses incurred by Agent in connection with the services hereunder, up to and including the date on which Agent receives written notice of termination pursuant to Section 15 hereof. Page 9 16.6 Following initiation and notice of termination of this Agreement for any reason, Company hereby agrees to pay on or before the effective date of such termination (a) all fees earned and expenses set forth on the attached Exhibit D incurred by Agent through and including the date of such termination, including, in any event, the Project Management fee, and (b) all costs and expenses associated with the movement of records, materials, and services to Company or the successor agent, including all reasonable expenses. 16.7 Company is responsible for all taxes, levies, duties, and assessments levied on services purchased and performed under this Agreement, for the avoidance of doubt, other than any Computershare Taxes (as defined below) (collectively, "Transaction Taxes"). Computershare is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which Computershare is registered to collect such Transaction Taxes. Computershare shall invoice Company for such Transaction Taxes that Computershare is obligated to collect upon the furnishing of services provided hereunder. Company shall pay such Transaction Taxes according to the terms in Section 16.1, above. Computershare shall timely remit to the appropriate governmental authorities all such Transaction Taxes that Computershare collects from Company. To the extent that Company provides Computershare with valid exemption certificates, direct pay permits, or other documentation that exempts Computershare from collecting Transaction Taxes from Company, invoices issued for services hereunder provided after Computershare's receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes; provided that to the extent and Transaction Taxes were paid to Computershare before the Company provided any such evidence of exemption but were not yet remitted by Computershare to the appropriate taxing authority at the time the Company provides such evidence of exemption, Computershare shall refund the Company for the amount of any such Transaction Taxes collected for which the Company has provided an exemption. Computershare is solely responsible for the payment of all personal property taxes, franchise taxes, corporate excise or privilege taxes, property or license taxes, taxes relating to Computershare's personnel, and taxes based on Computershare's net income or gross revenues relating to services provided hereunder (collectively, "Computershare Taxes"). View More