Compensation and Expenses Clause Example with 14 Variations from Business Contracts
This page contains Compensation and Expenses clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Compensation and Expenses" Clause from Business Contracts
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an the annual salary of $250,000.00 indicated on the Schedule (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. (b) RSU Grant. Following the Effective Date, Executive shall be granted an Award (the "Award") of VerifyMe Restricted Stock Units (the "RSUs") with a grant date fair value equal to 100% of Executive's Annual Base Salary. The Executive acknowledges that up Award will be made pursuant to 50% an award agreement under the VerifyMe, Inc. 2020 Equity Incentive Plan, which will govern the terms of the Base Salary or any mutually agreed upon portion thereof, Award and provide that the Award shall vest on the two year anniversary of the grant date, subject to continuous employment and other conditions, as follows: 50% if VerifyMe's stock price exceeds $5.00 per share for a period of 20 consecutive days, and the remaining 50% if VerifyMe's stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the two year anniversary of the grant date. 3 (c) Commissions. Subject to the terms and conditions of a commission plan, which shall be deferred adopted 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 Company, Executive shall be eligible to earn, for each completed 12 month period following earn a commission of (i) one and one-half percent (1.5%) of all eligible sales revenue in excess of $30,000,000 but less than $32,000,000, plus (ii) two percent (2.0%) of all of eligible sales revenue in excess of $32,000,000.00, accrued by the Effective Date of this Agreement during Company on 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 books of the Company during each calendar year, less such deductions as well as individual performance goals, as set forth in a bonus plan that is shall be required to be established, approved, administered withheld by applicable law and determined regulations payable in all respects accordance with the Company's customary payroll practices. For example, if during an applicable calendar year, the Company accrues on its books $34,000,000 in the sole discretion sales revenue, then Executive shall receive a commission payment of $70,000 (i.e., 1.5% of $2,000,000, plus 2% of $2,000,000.00) less such deductions. The commission will be paid within 30 days of the Board or, conclusion of the applicable calendar. Executive must have been employed as of the date of payment in order to earn and receive a commission payment. Notwithstanding the foregoing, if applicable, Executive is terminated without Cause (as defined below) as of the Board's Compensation Committee. (c) date of payment, he will be eligible to earn a commission payment if, as of the date of his termination without Cause, the Company has accrued on its books for that calendar year the revenue targets described this paragraph 4(c)(i) and 4(c)(ii), which shall be pro-rated based upon the date of Executive's termination without Cause. For example, if during an applicable calendar year, the Company accrues on its books $20,000,000 by June 30th, and Executive is terminated without Cause on that same date, Executive will be eligible to receive a commission payment of $95,000 (i.e. 1.5% of the all eligible sales revenue in excess of $15,000,000 but less than $16,000,000, plus 2% of all eligible sales revenue in excess of $16,000,000 but less than $20,000,000) 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 commission will be paid within 30 days of the conclusion of the applicable calendar year. (d) 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 or her travel to the Company's other offices), entertainment and miscellaneous expenses incurred in connection with the performance of his or her 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 expense 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. procedures. View More
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for 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 $230,000.00 (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 As provided in Section 3(b), Agora shall pay any additional compensation owed under this Agreement. ZEST shall continue to 50% be responsible for the Executive's compensation under the ZEST Agreement through the closing 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. Agora's IPO. (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 earn cumulative target bonuses (the "Annual "Target Bonus") of up to 100% 250% of the Executive's Annual Base Salary based on the following terms and conditions, including the financial performance conditions: (1) A one-time bonus of 25% of the Company as well as individual performance goals, as set forth Executive's Annual Base Salary upon the successful achievement by Bitstream of a continuous minimum run rate of at least $4,000,000 in revenue per month. (2) A one-time bonus of 50% of the Executive's Annual Base Salary upon the successful achievement by Bitstream of a continuous minimum run rate of at least $6,000,000 in revenue per month. (3) A one-time bonus plan of 75% of the Executive's Annual Base Salary upon the successful achievement by Bitstream of a continuous minimum run rate of at least $8,000,000 in revenue per month. (4) A one-time bonus of 100% of the Executive's Annual Base Salary upon the successful achievement by Bitstream of a continuous minimum run rate of at least $10,000,000 in revenue per month. 3 (5) Upon the successful achievement of all of the Target Bonuses in sections 4(b)(1), 4(b)(2), 4(b)(3), and 4(b)(4), the Executive will earn a one-time stock bonus (the "Stock Bonus") equal to 125% of the Executive's equity grant in section 4(d) Executive will receive a $25,000 guaranteed prepaid bonus on December 15th during each year of the Term. Any prepaid bonuses will be deducted at the time of payment from any earned Target Bonuses in sections 4(b)(1), 4(b)(2), 4(b)(3), and 4(b)(4) so that is the total Target Bonuses available to be established, approved, administered and determined in all respects in paid to the sole discretion Executive is a maximum of 250% of the Board or, if applicable, the Board's Compensation Committee. Executive's base salary. (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 Under the 2021 Equity Incentive Plan (the "Plan"), the Executive shall receive a restricted stock award grant of 2,500,000 250,000 shares of restricted common stock (the "RSA") "Stock Grant") 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. Agreement. The RSA Stock Grant 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 Stock Grant 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 Stock Grant shall vest in 20 3 equal quarterly increments based on the last day of each calendar quarter beginning with December 31, 2022, subject to continued employment following terms and conditions: (i)33.33% or 83,334 shares shall vest on the 1-year anniversary of the Executive on each applicable vesting date Effective Date of this Agreement; (ii)33.33% or 83,333 shares shall vest upon the Company's subsidiary, Bitstream Mining LLC ("Bitstream") successfully deploying at least a 20-megawatt ("MW") power contract in the State of Texas; and subject to (iii)33.33% or 83,333 shares shall vest upon Bitstream successfully deploying at least a 40-megawatt ("MW") power contract in the terms and conditions State of the Restricted Stock Agreement. Texas. View More
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, Subject to Section 3(a), for the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual a monthly salary of $250,000.00 $8,000 (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 Execu...tive 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), travel), entertainment and miscellaneous expenses incurred in connection with the 2 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 (c) Payment of Past Accrued Salary. As a restricted stock award of 2,500,000 shares of restricted common stock (the "RSA") result of the Executive's past service for the Company granted as of the Executive has accrued $116,000 in salary owed to the Executive (the "Past Due Amount"). Beginning on the Effective Date of this Agreement (the "Grant Date"). As a condition of and every 30 days thereafter the grant, Company shall pay the Executive shall execute the Company's Restricted Stock Agreement in lessor of (i) $19,333, or (ii) 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 remaining balance owed to the same requirements by Executive under 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 Past Due Amount until the last day of each calendar quarter beginning with December 31, 2022, subject Past Due Amount is paid to continued employment of the Executive in full. Interest on each applicable vesting date and subject any amount remaining owed to the terms and conditions Executive under the Past Due Amount shall accrue monthly at a rate of the Restricted Stock Agreement. 18% per annum. View More
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an the annual salary of $250,000.00 indicated on the Schedule (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. (b) RSU Grant. Following the Effective Date, Executive shall be granted an Award (the "Award") of VerifyMe Restricted Stock Units (the "RSUs") with a grant date fair value equal to 100% of Executive's Annual Base Salary. The Executive acknowledges that up Award will be made pursuant to 50% an award agreement under the VerifyMe, Inc. 2020 Equity Incentive Plan, which will govern the terms of the Base Salary or any mutually agreed upon portion thereof, Award and provide that the Award shall vest on the two year anniversary of the grant date, subject to continuous employment and other conditions, as follows: 50% if VerifyMe's stock price exceeds $5.00 per share for a period of 20 consecutive days, and the remaining 50% if VerifyMe's stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the two year anniversary of the grant date. (c) Commissions. Subject to the terms and conditions of a commission plan, which shall be deferred adopted 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 Company, Executive shall be eligible to earn, for earn a commission of one percent (1.0%) of all of eligible sales revenue in excess of $30,000,000.00 actually received by the Company during each completed 12 month period following calendar year, less such deductions as shall be required to be withheld by applicable law and regulations payable in accordance with the Effective Date Company's customary payroll practices. For example, if during an applicable calendar year, the Company receives $34,000,000 in sales revenue, then Executive shall receive a commission payment of this Agreement during the Term, an annual bonus (the "Annual Bonus") $40,000 (i.e., 1% of up to 100% $4,000,000.00). The commission will be paid with 30 days of the Executive's Annual Base Salary based on terms and conditions, including the financial performance conclusion of the Company as well as individual performance goals, as set forth in a bonus plan that is to applicable Calendar year Executive must be established, approved, administered and determined in all respects in the sole discretion employed of the Board or, if applicable, date of payment in order to earn and receive the Board's Compensation Committee. (c) commission. 3 (d) 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 or her travel to the Company's other offices), entertainment and miscellaneous expenses incurred in connection with the performance of his or her 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 expense 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. procedures. View More
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an the annual salary of $250,000.00 indicated on the Schedule (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 (b) RSU Grant. Following 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 Effective Date, Executive shall be eligible to earn, for each completed 12 month period following the Effective Date granted an Award (the "Award") of this Agreement during the Term, an annual bonus VerifyMe Restricted Stock Units (the "Annual Bonus") of up "RSUs") with a grant date fair value equal to 100% of the Executive's Annual Base Salary based on Salary. The Award will be made pursuant to an award agreement under the VerifyMe, Inc. 2020 Equity Incentive Plan, which will govern the terms and conditions, including the financial performance of the Company as well as individual performance goals, as set forth in a bonus plan Award and provide that is to be established, approved, administered and determined in all respects in the sole discretion Award shall vest on the two year anniversary of the Board or, grant date, subject to continuous employment and other conditions, as follows: 50% if applicable, VerifyMe's stock price exceeds $5.00 per share for a period of 20 consecutive days, and the Board's Compensation Committee. remaining 50% if VerifyMe's stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the two year anniversary of the grant date. Any unvested RSUs shall immediately vest upon the event of Executive's death or disability, as defined in Section 6(a) below. (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 or her travel to the Company's offices), entertainment and miscellaneous expenses incurred in connection with the performance of his or her 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 expense reimbursement or advances will be made in accordance with policies and procedures procedures. The reimbursement of all expenses shall be paid to the Executive within sixty (60) days after the Company receives such written accounting. The Executive's right to receive reimbursement of expenses under this Section 4(c) shall not be abrogated by termination of this Agreement for any reason. 3 (d) Bonus. As a member of senior management, Executive may be eligible for an annual bonus, the timing and amount of which shall be determined in the sole discretion 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") ("Bonus") consistent with other members 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. executive team. View More
Compensation and Expenses. (a) Salary. While the Executive is serving as both CEO and CFO, for 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 $300,000.00 (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 As provided in Section 3(b), Agora shall pay any additional compensation owed under this Agreement. ZEST shall continue to 50% be responsible for the Executive's compensation under the ZEST Agreement through the closing 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. Agora's IPO. (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 Under the 2021 Equity Incentive Plan (the "Plan"), the Executive shall receive a restricted stock award grant of 2,500,000 1,000,000 shares of restricted common stock (the "RSA") "Stock Grant") 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. Agreement. The RSA Stock Grant 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 Stock Grant 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 Stock Grant shall vest in 20 3 equal quarterly increments based on the last day of each calendar quarter beginning with December 31, 2022, subject to continued employment following terms and conditions: (i)33.33% or 333,334 shares shall vest on the 1-year anniversary of the Executive on each applicable vesting date Effective Date of this Agreement; (ii)33.33% or 333,333 shares shall vest upon the Company's subsidiary, Bitstream Mining LLC ("Bitstream") successfully deploying at least a 20-megawatt ("MW") power contract in the State of Texas; and subject to (iii)33.33% or 333,333 shares shall vest upon Bitstream successfully deploying at least a 40-megawatt ("MW") power contract in the terms and conditions State of the Restricted Stock Agreement. Texas. View More
Compensation and Expenses. (a) Base Salary. While the Executive is serving as both CEO and CFO, for 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 $300,000 (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 unde...r 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, (b) Signing Bonus. The Executive shall be paid a "signing bonus" of USD $155,000 on May 6, 2019, less such deductions as shall be required to be withheld by applicable law and regulations. (c) Target Bonus. For each fiscal year of the Executive's Base Salary may not be decreased Company 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 Term, the Executive shall have the opportunity to earn a bonus in accordance with the terms and shall accrue until the earlier of (i) May 1, 2023 or (ii) the mutual consent of the parties, and conditions set forth on Exhibit A hereto (an "Annual Bonus"). Any such date Annual Bonus shall be payable in full unless otherwise agreed upon on, or at such date as is determined by the Executive. (b) Target Bonus. In addition Board within 120 days following, the last day of the fiscal year with respect to the which it relates. Except as provided in Section 6, notwithstanding any other provision of this Section 4(c) or Exhibit A hereto, no Annual Base Salary, Bonus shall be payable with respect to any fiscal year unless the Executive shall be eligible to earn, for each completed 12 month remains continuously employed with the Company during the period following beginning on the Effective Date and ending on the last day of the fiscal year to which the Annual Bonus relates. 2 (d) Equity Compensation. In consideration of the Executive entering into this Agreement during and as an inducement to join the Term, an annual bonus Company, on, or as soon as reasonably practicable following, the Effective Date, the Company shall grant to the Executive certain equity compensation rights and awards set forth on Exhibit B hereto (which, together with any other awards granted under this Plan hereafter, the "Equity Awards") pursuant to the Better Choice Company, Inc. 2019 Incentive Award Plan (the "Annual Bonus") of up "Plan"). The Equity Awards shall be subject to 100% the terms and conditions 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, or any successor plan that is to thereto, which may be established, approved, administered and determined in all respects modified or revoked at any time in the sole discretion of the Board or, if applicable, the Board's Compensation Committee. (c) Company subject to then outstanding rights thereunder, and applicable award agreements thereunder. (e) 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 the Executive's travel to the Company's other offices), entertainment and miscellaneous other business expenses incurred in connection with the performance of his duties the Executive's 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) Base Salary. While the Executive is serving as both CEO and CFO, for 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 $250,000 (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 unde...r 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. (b) Signing Bonus. The Executive acknowledges that up shall be paid a "signing bonus" of USD $25,000 on May 6, 2019, less such deductions as shall be required to 50% be withheld by applicable law and regulations. (c) Target Bonus. For each fiscal year of the Base Salary or any mutually agreed upon portion thereof, shall be deferred by Company, the Executive shall have the opportunity to earn a bonus in accordance with the terms and shall accrue until the earlier of (i) May 1, 2023 or (ii) the mutual consent of the parties, and conditions set forth on Exhibit A hereto (an "Annual Bonus"). Any such date Annual Bonus shall be payable in full unless otherwise agreed upon on, or at such date as is determined by the Executive. (b) Target Bonus. In addition Board within 120 days following, the last day of the fiscal year with respect to the which it relates. Except as provided in Section 6, notwithstanding any other provision of this Section 4(c) or Exhibit A hereto, no Annual Base Salary, Bonus shall be payable with respect to any fiscal year unless the Executive shall be eligible to earn, for each completed 12 month remains continuously employed with the Company during the period following beginning on the Effective Date and ending on the last day of the fiscal year to which the Annual Bonus relates. 2 (d) Equity Compensation. In consideration of the Executive entering into this Agreement during and as an inducement to join the Term, an annual bonus Company, on, or as soon as reasonably practicable following, the Effective Date, the Company shall grant to the Executive certain equity compensation rights and awards set forth on Exhibit B hereto (which, together with any other awards granted under this Plan hereafter, the "Equity Awards") pursuant to the Better Choice Company, Inc. 2019 Incentive Award Plan (the "Annual Bonus") of up "Plan"). The Equity Awards shall be subject to 100% the terms and conditions 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, or any successor plan that is to thereto, which may be established, approved, administered and determined in all respects modified or revoked at any time in the sole discretion of the Board or, if applicable, the Board's Compensation Committee. (c) Company subject to then outstanding rights thereunder, and applicable award agreements thereunder. (e) 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 the Executive's travel to the Company's other offices), entertainment and miscellaneous other business expenses incurred in connection with the performance of his duties the Executive's 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) Base Salary. While the Executive is serving as both CEO and CFO, for 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 USD $300,000 (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 additionally shall be reviewed following the IPO (as defined in Section 4(d) below) and the Board may, but shall not be required to, increase the Base Salary during the Term. However, (b) Target Bonus. For each fiscal year of the Executive's Base Salary may not be decreased Company that commences 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 Term, the Executive shall have the opportunity to earn a bonus in accordance with the terms and shall accrue until the earlier of (i) May 1, 2023 or (ii) the mutual consent of the parties, and conditions set forth on Exhibit A hereto (an "Annual Bonus"). Any such date Annual Bonus shall be payable in full unless otherwise agreed upon on, or at such date as is determined by the Executive. (b) Target Bonus. In addition Board within 120 days following, the last day of the fiscal year with respect to the which it relates. Except as provided in Section 6, notwithstanding any other provision of this Section 4(b) or Exhibit A hereto, no Annual Base Salary, Bonus shall be payable with respect to any fiscal year unless the Executive shall be eligible to earn, for each completed 12 month remains continuously employed with the Company during the period following beginning on the Effective Date and ending on the last date of the fiscal year to which the Annual Bonus relates. (c) Equity Compensation. In consideration of the Executive entering into this Agreement during and as an inducement to join the Term, an annual bonus Company, on, or as soon as reasonably practicable following, the Effective Date, the Parent shall grant to the Executive certain equity compensation rights and awards set forth on Exhibit B hereto ("Equity Awards") pursuant to the Better Choice Company, Inc. 2019 Incentive Award Plan (the "Annual Bonus") of up "Plan"). The Equity Awards shall be subject to 100% the terms and conditions 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, or any successor plan that is to thereto, which may be established, approved, administered and determined in all respects modified or revoked at any time in the sole discretion of the Board or, if applicable, the Board's Compensation Committee. (c) Parent, and applicable award agreements thereunder. 2 (d) 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 the Executive's travel to the Company's other offices), entertainment and miscellaneous other business expenses incurred in connection with the performance of his duties the Executive's 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) Salary. While the Executive is serving as both CEO Salary and CFO, for Equity. 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 $275,000 (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 ren...dered 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 In addition, the Company shall grant the Executive acknowledges that up 50,000 five-year stock options (the "Options"), subject to 50% approval by the shareholders of the Base Salary or any mutually agreed upon portion thereof, Company. The Options (i) shall be deferred by granted under the Executive 2018 Equity Incentive Plan, (ii) with the Options exercisable at the closing price on the Nasdaq Stock Market as of September 10, 2018 and (iii) shall accrue until the earlier of (i) May 1, 2023 or (ii) the mutual consent vest annually over a three-year period beginning September 10, 2019, subject to continued employment on each applicable vesting date, execution of the parties, Company's standard Stock Option Agreement, and on such date shall be payable in full unless otherwise agreed upon by the Executive. to acceleration per Section 6 hereof. (b) Target Discretionary 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 discretionary bonus (the "Annual Bonus") based upon her performance, the timing of up which shall be consistent with the bonuses awarded to 100% other executives of the Executive's Annual Base Salary based on terms Company. The amount of such bonus and conditions, including the financial performance of the Company as well as individual performance goals, as set forth in whether a bonus plan that payment shall be made is to be established, approved, administered and determined in all respects in within the sole discretion of the Board or, if applicable, the Board's Compensation Committee. Company. (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 her travel to the Company's other offices), entertainment and miscellaneous expenses incurred in connection with the performance of his her 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 3 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
