Compensation and Reimbursements Contract Clauses (57)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Compensation and Reimbursements clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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. 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, $500,000, 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 of Directors of Ultra Petroleum Corp. (the "Compensation Committee") a...nd may be adjusted in its sole discretion. (b) Sign-On Bonus. (i) Executive shall be entitled to receive payment of a sign-on bonus of $100,000 (the "Sign-On Bonus"), which shall be paid as follows: $50,000 shall be paid no later than January 31, 2019, and $50,000 shall be paid as soon as practicable following the first anniversary of the Effective Date, but in all events no later than 30 days after the first anniversary of the Effective Date, provided Executive remains employed on each applicable payment date. If Executive is terminated by Ultra for Cause or Executive terminates his employment other than with Good Reason, in each case before the first anniversary of the Effective Date, Executive must, within thirty (30) days of the applicable termination date, repay, to Ultra, the full gross amount of Sign-On Bonus previously paid to Executive. If Executive's employment is terminated before the first anniversary of the Effective Date due to Disability or as a result of Executive's death, Executive (or Executive's estate) must repay $25,000 of the Sign-On Bonus within ninety (90) days of such termination. (c) Incentive 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 an "AIP"). Executive's target Cash Incentive amount shall be equal to fifty ninety percent (50%) (90%) 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. 4 (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 Resources 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. Executive. (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) (d) Incentive Compensation (Equity). Executive shall will be eligible to participate in Ultra's receive an award of restricted stock units under the Stock Incentive Plan (defined below), and may receive periodic equity or equity-based grants, which Ultra expects will be awarded annually, pursuant subject to that Plan at the discretion approval of the Compensation Committee. The Committee and the terms and conditions of any such grants shall be specified at the time of grant in Stock Incentive Plan and the award agreements specific to each such grant. (d) agreement attached hereto as Schedule 2. (e) 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) (f) 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) (g) 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
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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. (a)The compensation specified under this Agreement shall constitute In consideration of the salary and benefits paid for services to be rendered by the duties as President and Chief Executive Officer described in Sections 1 and 2. The hereunder, the Bank shall pay the Executive as compensation a an annual base salary ("Base Salary") of seven-hundred thousand and no/100 dollars ($700,000.00) per year ("Base Salary"), less deductions and withholdings. $318,250.00. All Base Salary shall be pro-rate...d to the extent that the Executive works partial calendar years during the term of the Agreement. Such Base Salary shall be payable in accordance with the customary payroll practices of the Bank, and shall be effective retroactive to January 1, 2021; within twenty (20) days after the date hereof, Executive shall receive a catch-up payment covering semi-monthly. During 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 this Agreement, the Executive's Base Salary shall be reviewed at least annually annually. Such review shall be conducted by the Compensation Committee, and the Committee may increase, in its sole discretion, but not decrease, the Executive's Base Salary based on such review. Any (any increase in salary after the Effective Date shall constitute the Base Salary shall become the "Base Salary" for purposes of this Agreement. For purposes Agreement). (b) Bonus and Incentive Compensation. The Executive will be entitled to incentive compensation and bonuses as provided in any plan of this Agreement, any decisions, duties and actions the Bank in which Executive is eligible to participate. Specifically, the Executive shall have an annual incentive opportunity to earn up to an additional 50% at target of his current year's Base Salary as incentive compensation, based on annual performance targets specified for the Committee may be taken or fulfilled by the Board of Directors CEO and the Board, which may include core loan growth, asset quality, loan mix, overall profitability of the Holding Company and/or Sales Department and regulatory compliance which shall be determined by the Bank CEO and the Board in consultation with the Executive on or before the last day of March each year, with respect to the then current calendar year. Furthermore, 1⁄4 of any amount earned will be payable in stock (which shall be subject to transferability restrictions, but not vesting restrictions) and the remaining portion of any amount earned shall be paid in cash in accordance with applicable regulatory requirements and guidelines regarding risk management and incentive compensation, with such stock, if any, issued and cash paid out no later than 2 1⁄2 months after the end of the year for which it was earned. The terms and conditions of each annual incentive opportunity shall be set forth in writing and shall specify the time and form of payment and such other committee terms that may be established by the Board of Directors required with respect to any deferred compensation that is subject to Section 409A of the Holding Company or the Bank, Internal Revenue Code of 1986, as applicable. (b)During the Term, amended ("Code"). (c) Stock Options. Stock Options shall be granted to the Executive shall be eligible to participate in at 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 Compensation Committee. (c)During the Term, the Executive The Option Awards 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 evidenced by the Committee. Determinations regarding the Executive's performance against established objectives a separate grant agreement which shall be in consistent with the sole discretion terms and conditions of the Committee. (d)In addition to the incentive compensation opportunities provided under Section 3(b) and Section 3(c), the Company's stock plan. (d) Benefit Plans. The Executive shall also will be eligible entitled to participate in or receive benefits under any employee benefit plan including, plans made available by the Bank to its senior executives including but not limited to, retirement plans, supplemental retirement plans, pension medical, disability, life insurance plans, profit-sharing plans, life insurance, health insurance, or Paid-Time Off, Holidays and 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, executives. Notwithstanding 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 foregoing, the Bank pays. 2 (e)The Bank will reimburse shall provide a $250,000 term life insurance policy on the Executive for reasonable, business-related travel payable to the Executive's designated beneficiaries on death, in addition to any key man insurance the Bank may arrange which would be payable to the Bank. (e) Automobile and entertainment expenses upon the presentation of appropriate receipts, in accordance with the Bank's reimbursement policies and procedures. Expense Reimbursements. (i) The Bank shall reimburse provide, a $750.00 per month car allowance. This benefit shall be treated as additional taxable income to 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 Executive. (ii) 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 also pay or reimburse the Executive for all reasonable travel and other reasonable expenses of insurance, registration, operation and maintenance of such Bank owned or leased vehicle. (i)The Bank shall reimburse incurred by the Executive up in performing his obligations under this Agreement, including reasonable entertainment, pursuant to $416.00 per month (or such other amount as may be approved policies and procedures determined by the Committee Board from time to time) toward time. The Bank will pay for social membership at Manor Country Club and golf membership at Cattail Country Club. Reimbursement of such expenses shall be made upon presentation to the premium for a life insurance policy on the life Bank of an itemized account of the expenses in such form as the Bank may reasonably require. (f) Clawback Provisions. Executive payable agrees that any incentive compensation that Executive receives from the Bank pursuant to this Agreement or any other agreement or arrangement with the Executive's designated beneficiary. (j)The Bank which is subject to repayment or recovery under any law, government regulation or stock exchange listing regulation will be subject to such deductions and clawbacks as shall furnish payments for reasonable annual dues for industry certifications (including payment for continuing education requirements associated with be required to be made pursuant to such certifications), associations, and memberships, including, but not limited to, Everett Golf and Country Club. law, government regulation or stock exchange requirement. View More
Compensation and Reimbursements. (a)The (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 Section 1 and 2. The Bank shall pay the Executive as compensation a base salary of seven-hundred three-hundred sixty thousand and no/100 dollars ($700,000.00) ($360,000.00) 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 to 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. Bank. The Compensation Committee of the Board of Directors of the Holding Company (the "Committee") "Compensation 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, (b) During the Term and 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 Renewal Term, the Executive shall be eligible to participate in the Bank's Annual Incentive Plan or any other annual cash incentive bonus 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 Compensation Committee (the "Annual Bonus"). Determinations regarding the Executive's performance against established annual objectives shall be in the sole discretion of the Committee. (c)During Compensation Committee and in accordance with the Bank's Annual Incentive Plan. (c) During the Term and any Renewal Term, the Executive shall be eligible to receive an annual equity incentive awards award under the Holding Company's 2018 Omnibus Incentive Plan, as amended, or any successor plan (the "2018 Incentive Plan"), plan, with award opportunities based upon his continued service and/or the achievement of performance goals in relationship to objective defined targets as established from year to year by the Committee. Compensation Committee (the "Annual Equity Incentive"). Determinations regarding the Executive's performance against established annual objectives shall be in the sole discretion of the Committee. (d)In Compensation Committee and in accordance with the Bank's Annual Incentive Plan. (d) In addition to the incentive compensation opportunities provided under Section 3(b) paragraphs (b) and Section 3(c), the (c) above, Executive shall also be eligible to participate in or receive benefits under any employee benefit plan plans 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. 2 (e) 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 up to four (4) industry-related meetings, meetings per calendar year, including registration fees and travel expenses, in accordance with any budgetary constraints. (f)The (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 (g) The Executive will be entitled to five (5) weeks' paid vacation annually. (h)The annually plus an additional amount of vacation days as may be authorized by the Board of Directors. (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 with, and the Executive with a Bank shall have the primary use of, an automobile owned or leased vehicle, in which case by the Bank will and the Bank shall pay or (or reimburse the Executive Executive) for all expenses of insurance, registration, operation and maintenance of such automobile; provided, however, that such reimbursement shall not exceed such amounts as the Compensation Committee shall from time to time determine. The Executive shall comply with reasonable reporting and expense limitations on the use of such automobile, as the Bank owned or leased vehicle. (i)The may establish from time to time, and the Bank shall annually include on the Executive's Form W-2 any amount attributable to the Executive's personal use of such automobile. (i) The Bank shall reimburse the Executive up to $416.00 $200.00 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 (j) The Bank shall furnish payments for reasonable annual dues for industry certifications (including payment for continuing education requirements associated with such certifications), certifications, associations, and memberships, including, but not limited to, Everett Golf and Country Club. Club, and the Bank shall furnish payment for continuing education requirements associated with such certifications. View More
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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. PubCo Parent 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 reasonable, out-of-pocket 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
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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
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 by Purchaser as set forth on Exhibit B. Schedule 2. 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. 7. The obligations of the Company Purchaser set forth i...n this Section 7 6 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. View More
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