Compensation and Reimbursements Contract Clauses (57)

Compensation and Reimbursements. While this Agreement is in effect: (a) Base Salary. (i) Beginning on the Effective Date and continuing during the Employment Period, Ultra agrees to pay Executive a base salary (the "Base Salary") at the annual rate of $310,000, payable in regular installments in accordance with Ultra's usual payroll practices. (ii) Executive's Base Salary will be reviewed at least annually by the Compensation Committee of the Board (the "Compensation Committee") and may be adjusted in its sole discretion. (b) I...ncentive Compensation (Cash). (i) Executive shall be eligible to receive cash incentive compensation (any such compensation, a "Cash Incentive") pursuant to the short-term incentive program for Ultra established by the Compensation Committee for senior executives of Ultra (such program, the "AIP"). Executive's target Cash Incentive amount shall be equal to fifty percent (50%) of Executive's Base Salary (the "Target AIP Amount"). (ii) Executive's Target AIP Amount will be reviewed at least annually by the Compensation Committee and may be adjusted in its sole discretion. (iii) During the first quarter after the end of the performance period applicable to an AIP, the Compensation Committee will evaluate Ultra's performance compared to the performance targets and goals in the then-applicable AIP and determine the aggregate amount that has been earned by participants under the AIP. Thereafter, the Compensation Committee shall determine, taking into account Executive's performance, the amount of any AIP payout to Executive, which may be between 0% and 200% of Executive's Target AIP Amount, and cause Ultra to pay the applicable Cash Incentive, if any, to Executive by no later than March 15th of the calendar year following the end of the performance period. (iv) Executive must be employed by Ultra on the date a Cash Incentive is to be paid in order to receive the payment. 4 (c) Incentive Compensation (Equity). Executive shall be eligible to participate in Ultra's Stock Incentive Plan (defined below), and may receive periodic equity or equity-based grants, which Ultra expects will be awarded annually, pursuant to that Plan at the discretion of the Compensation Committee. The terms and conditions of any such grants shall be specified at the time of grant in award agreements specific to each such grant. (d) Employee Benefits and Insurance. (i) Executive is entitled to participate in and receive full rights and benefits available under all of the following, to the extent existing on the Effective Date or enacted or implemented after the Effective Date: life insurance; disability insurance; directors and officers liability insurance; health and accident plans, including medical, dental and vision plans; 401(k) plan; and any other welfare, fringe or employee benefits plans or programs implemented by Ultra or any of the Subsidiaries. (ii) Ultra is not required to have or maintain any employee benefit programs or insurance, and Ultra may modify any employee benefit programs or insurance applicable to Executive. (e) Vacation. Executive shall be entitled to paid vacation equal to 5 weeks, such vacation to be taken in accordance with Ultra's vacation policy; provided, however, Executive's vacations shall be taken at times that are consistent with Ultra's reasonable business needs; and, provided, further, that Executive agrees not to take vacation for more than ten (10) consecutive business days at any given time without prior consent from Executive's Supervisor. (f) Business Expenses; Reimbursement. Ultra shall reimburse Executive for all reasonable business expenses incurred during the performance of Executive's duties hereunder to the extent consistent with its written policies in effect from time to time, including with respect to the reporting and documentation of such expenses. View More

Compensation and Reimbursements. (a)The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties as President and Chief Executive Officer described in Sections 1 and 2. The Bank shall pay the Executive as compensation a base salary of seven-hundred thousand and no/100 dollars ($700,000.00) per year ("Base Salary"), less deductions and withholdings. Such Base Salary shall be payable in accordance with the customary payroll practices of the Bank, and shall be effective retroactive t...o January 1, 2021; within twenty (20) days after the date hereof, Executive shall receive a catch-up payment covering the period from January 1, 2021 through the Effective Date. The Compensation Committee of the Board of Directors of the Holding Company (the "Committee") shall review the Executive's Base Salary at least annually and may increase, but not decrease, the Executive's Base Salary based on such review. Any increase in salary after the Effective Date shall constitute the Base Salary for purposes of this Agreement. For purposes of this Agreement, any decisions, duties and actions specified for the Committee may be taken or fulfilled by the Board of Directors of the Holding Company and/or the Bank or such other committee that may be established by the Board of Directors of the Holding Company or the Bank, as applicable. (b)During the Term, the Executive shall be eligible to participate in the Bank's annual cash incentive plan similar to that offered to other senior executives, with award opportunities based upon the achievement of performance goals in relationship to objective defined targets as established from year to year by the Committee (the "Annual Bonus"). Determinations regarding the Executive's performance against established objectives shall be in the sole discretion of the Committee. (c)During the Term, the Executive shall be eligible to receive equity incentive awards under the Holding Company's 2018 Omnibus Incentive Plan, as amended, or any successor plan (the "2018 Incentive Plan"), with award opportunities based upon his continued service and/or the achievement of performance goals in relationship to objective defined targets as established by the Committee. Determinations regarding the Executive's performance against established objectives shall be in the sole discretion of the Committee. (d)In addition to the incentive compensation opportunities provided under Section 3(b) and Section 3(c), the Executive shall also be eligible to participate in or receive benefits under any employee benefit plan including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, life insurance, health insurance, or any other employee benefit plan or arrangement made available by the Bank currently or in the future to its senior executives and key management employees, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. The Bank reserves the right to amend or terminate its plans and programs at any time, or to change the portion of the cost of coverage that the Bank pays. 2 (e)The Bank will reimburse the Executive for reasonable, business-related travel and entertainment expenses upon the presentation of appropriate receipts, in accordance with the Bank's reimbursement policies and procedures. The Bank shall reimburse the Executive for reasonable expenses for him and his wife to attend industry-related meetings, including registration fees and travel expenses, in accordance with budgetary constraints. (f)The Bank will provide the Executive with a cellular telephone and laptop computer and mobile and home data connections in accordance with the Bank's internal IT policy. (g)The Executive will be entitled to five (5) weeks' paid vacation annually. (h)The Bank shall provide the Executive with a taxable monthly auto allowance of $1,100 (or such other amount as may be approved by the Committee from time to time), unless the Bank elects to provide the Executive with a Bank owned or leased vehicle, in which case the Bank will pay or reimburse the Executive for all expenses of insurance, registration, operation and maintenance of such Bank owned or leased vehicle. (i)The Bank shall reimburse the Executive up to $416.00 per month (or such other amount as may be approved by the Committee from time to time) toward the premium for a life insurance policy on the life of the Executive payable to the Executive's designated beneficiary. (j)The Bank shall furnish payments for reasonable annual dues for industry certifications (including payment for continuing education requirements associated with such certifications), associations, and memberships, including, but not limited to, Everett Golf and Country Club. View More

Compensation and Reimbursements. PubCo agrees to (a) pay the Earnout Escrow Agent upon execution of this Agreement, and from time to time thereafter, all reasonable compensation for the services to be rendered hereunder by the Escrow Agent as described in Schedule 2 attached hereto, and (b) pay or reimburse the Earnout Escrow Agent upon request for all reasonable and documented expenses, disbursements and advances, including, without limitation, reasonable attorney's fees and expenses, incurred or made by it in connection with ...the performance, modification and termination of this Agreement. View More

Compensation and Reimbursements. The Escrow Agent shall be entitled to compensation for its services under this Agreement as Escrow Agent and for reimbursement for its reasonable out-of-pocket costs and expenses, in the amounts and payable as set forth on Exhibit B. The Escrow Agent shall also be entitled to payments of any amounts to which the Escrow Agent is entitled under the indemnification provisions contained herein as set forth in Section 8. The obligations of the Company set forth in this Section 7 shall survive the res...ignation, replacement or removal of the Escrow Agent or the termination of this Agreement. View More