Compensation and Other Benefits Contract Clauses (173)

Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive as compensation for services rendered hereunder: (a) Base Salary. The Company shall pay to the Executive a base salary at the annual rate of $412,000 (the "Base Salary"), payable in substantially equal installments at such intervals in accordance with the Company's ordinary payroll practices as established from time to time. The Compensation Committee of t...he Board (the "Compensation Committee") shall review the Executive's Base Salary, not less than annually, and may increase (but not decrease) the Executive's Base Salary in its sole discretion. (b) Bonus. The Executive shall be entitled to participate in the Company's annual incentive bonus plan in accordance with its terms as may be in effect from time to time and subject to such other terms as the Board or the Compensation Committee may approve. For each fiscal year, the Executive shall be eligible to receive a target annual bonus opportunity of 60% of the Executive's Base Salary. The annual incentive bonus plan for the fiscal year ending June 30, 2021 shall be administered in accordance with its existing terms. (c) Long-Term Incentive Plan. The Executive shall be entitled to participate in the Company's long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board of Directors of the Company (the "Board") or the Compensation Committee, in its sole discretion, may approve. (d) Benefit Plans. The Executive shall be entitled to participate in all employee benefit plans or programs of the Company as are available to other similarly situated executives of the Company, in accordance with the terms of the plans, as may be amended from time to time. (e) Expenses. The Company shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of the Executive's duties hereunder upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company's reimbursement policies and procedures. (f) Vacation; Paid Time Off. The Executive shall be entitled to vacation time and paid time off consistent with the applicable policies of the Company for other similarly situated executives of the Company as in effect from time to time. View More

Compensation and Other Benefits. 3.1. Base Salary. During the Term of Employment, the Executive shall receive an initial base salary per annum of $375,000, the cash portion of which shall be payable in accordance with the Company's normal payroll practices as in effect from time to time. Executive's Base Salary for the 2020 calendar year shall be pro-rated based on the number of days Executive is employed as the Company Chief Medical Officer in the 2020 calendar year in relation to 366 days. During the Term of Employment, the B...oard may review the Executive's base salary and the Board may, in its sole discretion, increase (but not decrease) such base salary by an amount it determines to be appropriate. The Executive's base salary, as may be in effect from time to time, is referred to herein as "Base Salary." 3.2. Annual Bonus. During the Term of Employment, the Executive shall be eligible to earn an annual performance bonus based on the achievement of the performance goals established by the Board or a committee thereof in its sole discretion, with an annual target bonus opportunity of 40% of the Base Salary and the potential to earn a higher bonus for above target performance, with the amount of any such bonus to be determined by the Board or a committee thereof in its sole discretion (the "Annual Bonus"). Executive's earned Annual Bonus, if any, for the 2020 calendar year shall be pro-rated based on the number of days Executive is employed as the Company's Chief Medical Officer in the 2020 calendar year in relation to 366 days. Any earned Annual Bonus shall be paid in a lump sum by no later than the first March 15th to occur after the end of the applicable performance period. Except as set forth in Section 4.2, the Executive must be employed by the Company on the bonus payment date in order to receive an earned Annual Bonus with respect to any performance period. 3.3. Equity Grants. During the Term of Employment, the Executive shall be eligible for equity or equity-based awards that may be granted to the Executive at such times, in such amounts and in such manner as the Board may determine in its sole discretion. Any such equity or equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreement. In addition, within thirty (30) days following the Effective Date the Executive shall be granted a new hire option to purchase 200,000 shares of the Company's common stock (the "New Hire Option"), which shall vest monthly in substantially equal 1/36th increments on the last day of each month, beginning on the last day of the first month after the month in which the Effective Date occurs (in each case, subject to Executive's continued employment with the Company from the grant date through the applicable vesting date). The New Hire Option shall have a per share exercise price equal to the closing price of the Company's common stock on the grant date. 5 3.4. Expense Reimbursement. During the Term of Employment, the Company shall reimburse the Executive's reasonable and necessary business expenses incurred in connection with performing the Executive's duties hereunder in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred). 3.5. Benefit Plans; Vacation. During the Term of Employment, the Executive shall be entitled to participate in all broad-based employee benefit plans and programs maintained from time to time for the benefit of the Company's employees (e.g., medical, dental and disability benefits) to the extent that the Executive satisfies the eligibility requirements of such plans or programs (including, without limitation, minimum hours worked) and subject to applicable law and the terms and conditions of such plans or programs; provided, however, that the Company may amend, modify or terminate any such plans or programs at any time in its discretion. During the Term of Employment, the Executive shall be entitled to 25 days of paid time off per calendar year (pro-rated for partial years), subject to the Company's paid time off policy, as in effect from time to time. View More

Compensation and Other Benefits. As compensation in full for the services to be rendered by Executive hereunder, Employer shall pay, and Executive shall accept, the following compensation: (a) Salary. Employer shall pay to Executive a salary, exclusive of bonus compensation, of $5,833.33 per month, payable during the term of this Agreement (the "Term"). (b) Vacation. In addition to normal public holidays, Executive shall be entitled to such amount of paid vacation during each calendar year as the board may determine for senior ...executives. (c) Benefits Generally Offered. Executive shall be entitled to participate in all fringe benefit programs that Employer generally makes available to its executive officers, including without limitation vacation and paid other paid leave, group hospitalization, group disability policies, medical and dental plans and group life insurance plans, and pension, 401(k) and similar plans. (d) Stock Options. Subject to the commencement of Executive's employment hereunder, the Board has approved the grant to Executive as of the Effective Date of an option (an "Option") to purchase 500,000 shares of Employer's common stock, par value $0.001 per share. The Option shall (i) be an incentive stock option, (ii) have an exercise price equal to the fair market value per share of Employer's common stock on the Effective Date, as determined by an independent valuation by a qualified appraiser, (iii) have a term of 10 years following the Effective Date, (iv) vest and become exercisable as to 1/48th of the shares subject to the Option (the "Option Shares") on the 15th day of each calendar month during the Term, commencing on April 15, 2021 (except that (i) upon the occurrence of a Corporate Transaction (as defined in the Plan), the Option shall immediately become fully vested and (ii) 250,000 Option Shares shall immediately vest upon receipt of a favorable verdict or settlement of Employee's litigation against Joseph Page in the U.S. District Court for the District of Nevada, defined as the Employer being awarded the return of at least 50% of the shares of Employer's common stock presently owned by Joseph Page (a "Favorable Outcome")), (v) be subject to the exercise, forfeiture and termination provisions set forth in the Plan and (vi) otherwise be evidenced by and subject to the terms of Employer's standard form of stock option agreement. "Plan" means Employer's 2018 Stock Incentive Plan. (e) Cash Bonus. Executive shall be eligible for an annual $30,000 cash bonus if the Executive achieves milestones to be set by the Board as follows: (i) $15,000 if a Favorable Outcome is achieved by September 30, 2021. (ii) Thereafter, a quarterly bonus of $7,500 for achieving milestones to be agreed upon by the Board and Executive. View More

Compensation and Other Benefits. (a) Consulting Fee. As compensation for the Services provided hereunder, during the Consulting Period, the Company will pay to Dr. Rothberg a consulting fee (the "Consulting Fee") of (i) $16,667 per month. The Consulting Fee will be paid to Dr. Rothberg on the first business day of each month during the Consulting Period. The Company will reimburse Dr. Rothberg for his reasonable out-of-pocket expenses incurred in connection with the provision of the Services, pursuant to the terms and condition...s of applicable Company policies and requirements. (b) Office Space, etc. During the Consulting Period, the Company will provide Dr. Rothberg with reasonable office space at the Company's headquarters and access to secretarial and administrative assistance as needed so that he may perform his duties hereunder. (c) Equity Awards. Dr. Rothberg's restricted stock unit grant under the Butterfly Network, Inc. 2012 Equity Incentive Plan ("Incentive Plan") shall remain outstanding and administered in accordance with the terms and conditions of the Incentive Plan and RSU Grant Agreement. View More

Compensation and Other Benefits. 5.1 Annualized Base Salary. Executive shall receive an annualized base salary payable in accordance with the Company's normal payroll practices of $200,000 (gross) through the first anniversary of the Effective Date. The Board may, in its sole discretion, increase the Base Salary at any time and may not decrease the Base Salary without Executive's written consent. Executive Base Salaries are increased in accordance with the Company's executive compensation review process and subject to approval ...by the Company's Compensation Committee, subject to adjustment only as provided in this Section 5.1. 5.2 Incentive Bonus. During the Agreement Period, Executive shall be eligible to participate in the Incentive Bonus Plan in effect for officers and executives of the Company (the "Incentive Bonus Plan"), under which Executive will receive a performance-based bonus the amount of which, if any, will be determined and paid based upon satisfaction of criteria determined for each calendar year for officers and executives by the Compensation Committee. During the Agreement Period, Executive's stated payout percentage under the Incentive Bonus Plan will be up to 35% of Base Salary, prorated for the portion of the fiscal year during which Executive is employed by the Company. Any bonus amounts payable to 3 Executive under the Incentive Bonus Plan shall be paid at the same time as annual bonuses are paid to the Company's other executive officers after the end of the year in which the bonus was earned, but no later than 180 days following the end of that year. For the plan year of 2018, the Company shall guarantee 50% of the bonus ($35,000) provided the Executive is employed by the Company at the time payment is due. 5.3 Equity Incentive Plans. During the Agreement Period, Executive shall be eligible to participate in the Company's equity incentive plans maintained by the Company from time to time (the "Company Equity Plans"). On the Effective Date, Executive shall receive a non-qualified stock option to purchase 20,000 shares under the 2017 Stock Incentive Plan, with an exercise price per share equal to the fair market value of the Common Stock on the Effective Date, a term of ten years and vesting in equal annual installments over three years. Notwithstanding anything stated in any other agreement between the Company and Executive that may be construed to the contrary, upon a Change of Control, any stock options held by Executive under the Company Equity Plans will be exercisable for the remainder of their term. 5.4 Benefit Plans. During the Agreement Period, Executive shall be eligible to participate in all pension, 401(k) and other employee benefit plans, policies and programs for the benefit of senior executive officers. The Company reserves the right to modify, suspend or discontinue any Benefit Plans at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives employed by the Company. 5.5 Perquisites. During the Agreement Period, Executive shall receive the perquisites described in Exhibit B (that is attached to this Agreement and incorporated herein). 5.6 Expense Reimbursement. During and in respect of the Agreement Period, Executive shall be entitled to receive reimbursement for reasonable business expenses incurred by Executive in performing her duties and responsibilities hereunder, including travel, parking, business meetings and professional dues, incurred and substantiated in accordance with the policies and procedures established from time to time by the Company for senior executives of the Company. View More

Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2. (a) Base Salary. The Company shall pay to the Executive an annual base salary of $135,000, payable on a monthly basis commencing on the Effective Date (as the same may be adjusted herein, the "Base Salary"). The Base Salary shall be paid in accordance with the Company's payroll policies. (b) Bonus.... The Executive shall be paid an annual bonus of $210,000 (the "Annual Bonus"), which shall be payable on a quarterly basis commencing on the Effective Date. (c) Fringe Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company's executive officers, including 35 days of paid vacation or personal time off/sick days, collectively, annually. The Company covenants and agrees that, during the Term, the Company shall cause the Subsidiaries to keep in place such insurance policies as in place immediately prior to the Effective Date, providing coverage to the Executive in Executive's prior position at the Subsidiaries, such that Executive remains covered by such insurance policies during the Term. 2 (d) Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection with the performance of Executive's duties hereunder and in accordance with the Company's expense reimbursement policies and procedures. View More

Compensation and Other Benefits. 3.1. Executive's compensation as of the date of this Agreement is as set forth on Schedule A-1 hereto. Said compensation is subject to being reviewed and modified annually by Company. Any changes to compensation will be set forth in a revised Schedule A, with each subsequently issued Schedule A increasing in numeration. Company shall be entitled to withhold from any payments to Executive pursuant to the provisions of this Agreement any amounts required by any applicable taxing or other authority..., or any amounts payable by Executive to Company or any Affiliate. . 3.2. ANNUAL BONUS. During the Term of Employment, Executive shall be eligible to earn an annual performance bonus, subject to the attainment of annual performance goals as determined by the Board. Executive's annual target bonus shall be set forth on the last issued Schedule A. 3.3. EQUITY. On the Effective Date of the Original Employment Agreement, Executive received an award of a non-qualified stock option to purchase 250,000 shares of Parent common stock, subject to the terms and conditions set forth on Appendix B to this Agreement. Thereafter, during the Term of Employment, Executive shall be eligible to receive non-qualified stock options and other awards pursuant to Company's Stock Incentive Plan in a manner and amount determined by the Compensation Committee in its sole discretion. 3.4. BENEFIT PLANS. During the Term of Employment, Executive shall be eligible to participate in and be covered on the same basis as other executives of Company, under all employee benefit plans and programs maintained by Company at any time or from time to time in accordance with the terms of Company's applicable benefit plans and policies. 3.5. EXPENSES. During the Term of Employment, Company shall, subject to Paragraph 20, pay or reimburse Executive for all properly documented expenses reasonably related to Executive's performance of Executive's duties hereunder in accordance with Company's standard policies and practices as in effect from time to time. View More

Compensation and Other Benefits. (a) For his services to the Company during the Term, the Company shall pay the Executive an annual salary ("Salary") at the rate of NTD$100,000.00 per month. The Executive's Salary shall be reviewed at least annually by the Company's compensation committee and may be increased (but not decreased) in the sole discretion of the compensation committee or the Board. All Salary payments shall be payable in such installments as the Company regularly pays its executive officers, but not less frequently... than semi‐monthly. In the event that the Company does not have a compensation committee, all references in this Agreement to the compensation committee shall be deemed to refer to the Board without the participation or attendance by the Executive unless such participation is required in order that there be a quorum. (b) The Executive shall be entitled to such bonus, if any, as the compensation committee shall, in its sole discretion, shall determine. (c) The Executive shall also receive such other benefits as the Board may grant to its executive officers 4. Reimbursement of Expenses. The Company shall reimburse the Executive, upon presentation of proper expense statements, for all authorized, ordinary and necessary out‐of‐pocket expenses reasonably incurred by Executive during the Term in connection with the performance of his services pursuant to this Agreement in accordance with the Company's expense reimbursement policy. View More