Compensation and Related Matters Contract Clauses (1,037)

Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). View More

Compensation and Related Matters. (a) Base Salary. The Company will pay you an initial base salary at the rate of $450,000 per year, payable in accordance with the Company's standard payroll schedule for its U.S. executives and subject to applicable deductions and withholdings. Your base salary will be subject to periodic review and adjustments at the Company's discretion. Your base salary in effect at any given time is referred to herein as the "Base Salary." (b) Annual Bonus. You will initially be eligible to receive an annual... performance bonus targeted at 40% of your Base Salary and pro-rated based on your Start Date. The actual bonus amount is discretionary and will be determined by the Company. To earn an annual bonus, you must be employed by the Company as of the payment date of such bonus. Any annual bonus will be paid no later than March 15th of the calendar year following the calendar year to which such bonus relates. (c) Expenses. The Company will promptly reimburse you for all reasonable expenses incurred by you in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its U.S. executives. (d) Benefits/Paid Time Off. You will be eligible, subject to the terms of the applicable plans and programs, to participate in the employee benefits and insurance programs generally made available to the Company's full-time U.S. employees. Details of such benefits programs, including mandatory employee contributions, if any, and waiting periods, if applicable, will be made available to you when such benefit(s) become available. You will be entitled to paid time off consistent with the terms of the Company's paid time off policy for its U.S. executives, as in effect from time to time. The Company reserves the right to modify, amend or cancel any of its benefits plans or programs at any time. View More

Compensation and Related Matters. (a) Base Salary. During the Employment Period, the Company will pay Executive a base salary at the rate of $250,000 per year ("Base Salary"), to be paid in approximately equal installments in accordance with the Company's customary payroll practices in effect from time to time. The level of Executive's Base Salary will be subject to review as part of the Company's ordinary course annual review process. (b) Annual Bonus. During the Employment Period and subject to approval by the Board or a commi...ttee thereof, Executive will be eligible to receive an annual cash bonus with a target of 30% of Base Salary ("Target Bonus"). The actual amount of any such annual bonus payment will be determined in the sole discretion of the Board ("Actual Bonus"). The Actual Bonus (if any) shall be paid between January 1 and March 15 of the calendar year immediately following the performance year. To receive any such annual bonus, Executive must be employed by the Company on the date such annual bonus is paid. The level of Executive's Target Bonus will be subject to review by the Board or a committee thereof as part of the Company's ordinary course annual review process. (c) Long-Term Incentive Award. On February 18, 2021, Executive was granted 60,000 restricted stock units under the Company's 2020 Stock Incentive Plan. Commencing in 2022 and for the remainder of the Employment Period, Executive will be eligible to receive an annual long-term incentive opportunity under the Company's 2021 Equity Incentive Plan or any successor plan as for similarly-situated executive employees (other than the Chief Executive Officer and Executive Chairman), in a form and in such amounts to be determined by the Board or a committee thereof in its sole and absolute discretion. Any such long-term incentive awards will be subject to Executive's continuing employment with the Company or any of its subsidiaries (collectively, the Company and its subsidiaries are referred to as the "Company Group"), and any other terms and conditions as set forth in the applicable award agreement. -2- (d) Benefits. During the Employment Period, Executive will be eligible to participate in employee health/welfare and retirement benefit plans and programs of the Company and its subsidiaries as are made available to the Company's senior-level executives or to its employees generally, as such plans or programs may be in effect from time to time, and subject to the terms of the applicable plans or programs. (e) Expense Reimbursement. The Company will promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with the policies and procedures of the Company Group in effect from time to time. View More

Compensation and Related Matters. (a) Cash Compensation. The Executive will receive a base salary at the semi-monthly rate of $20,937.50, which is equivalent to $502,500 on an annualized basis (the "Base Salary"). The Base Salary will be payable in a manner that is consistent with the Company's usual payroll practices for senior executives. The Board, in its discretion, may also grant the Executive a cash bonus upon the completion of the Executive's tenure as interim Chief Executive Officer. (b) Equity. Subject to the approval o...f the Board, the Company will grant to the Executive (the effective date of the grant, the "Grant Date") an option to purchase 253,485 shares of Common Stock ("Common Stock") of the Company (the "Option Award"). The shares underlying the Option Award (the "Option Shares") will have an exercise price per share equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the Grant Date. Subject to the Executive's continued employment, the Option Shares will vest monthly at the rate of 1/9th of the total number of shares on each monthly anniversary of the Commencement Date; provided that, (i) if the Executive's employment with the Company is terminated earlier than February 15, 2022 in connection with the employment of a regular Chief Executive Officer approved by the Board, 190,113 unvested Option Shares will become fully vested on the termination date, and the remaining shares will be forfeited, and (ii) if the Executive's employment with the Company is terminated on or after February 15, 2022 in connection with the employment of a regular Chief Executive Officer approved by the Board, all Option Shares will become fully vested on the termination date. The Option Award will be subject to and governed by the terms and conditions of the applicable equity award agreement between the Executive and the Company and the plan under which the Option Award is granted. (c) Director Compensation. For the avoidance of doubt, the Executive will not receive any compensation for the Executive's Board service while he is employed by the Company pursuant to this Agreement and will not be eligible for any equity grant(s) that may be awarded to other members of the Board while he is employed with the Company, but will continue to vest in any equity grant(s) previously awarded to him during the term hereof. (d) Employee Benefits. The Executive may participate in the Company's employee benefit plans, subject to the eligibility requirements and other terms and conditions of such plans, and the Company's ability to amend and modify such plans at any time and from time to time in its sole discretion and without advance notice. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive in connection with the Company's business. Expense reimbursement shall be subject to such policies that the Company may adopt from time to time, including with respect to pre-approval. View More

Compensation and Related Matters. (a) Base Salary. The Executive's base salary will be paid at the rate of $440,000 per year and will be paid in accordance with the Company's standard payroll practices. The Executive's base salary will be reviewed and adjusted by the Board. The base salary in effect at any given time is referred to herein as "Base Salary." Codiak BioSciences, Inc. – 35 Cambridge Park Drive, Suite 500, Cambridge, MA 02140 www.codiakbio.com (b) Bonus. The Executive will be eligible to participate in the Executive ...Cash Bonus Plan in effect from time to time ("Bonus Plan"). The Executive's initial target annual cash incentive compensation will be 40 percent of the Executive's Base Salary. The terms and conditions of the Executive's bonus compensation shall be subject to the terms of the Bonus Plan (as the Plan is amended or altered by the Board in its discretion from time to time). (c) Expenses. The Executive shall be entitled to reimbursement for all reasonable and documented expenses incurred by the Executive in performing services hereunder, subject to Codiak's applicable policies and procedures. (d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. To avoid doubt, Codiak may alter the terms of, or eliminate, its employee benefit plans in its discretion. (e) Equity Compensation. The Executive shall be eligible to participate in the Company's equity incentive program, subject to approval by the Company's Board. The Executive's eligibility for and other rights with respect to any granted equity awards will be governed by the Equity Documents. (f) Vacation. The Executive shall be entitled to vacation consistent with, and subject to, the Company's vacation policy in effect from time to time (the "Vacation Policy"), which Policy is subject to change by the Company. Currently, the Vacation Policy provides the Executive with 20 paid vacation days each year, subject to accrual conditions and the other terms of the Policy. The Executive shall also be entitled to all Company paid holidays as designated by the Company from time to time. View More

Compensation and Related Matters. (a) Annual Base Salary. Executive shall receive a base salary at a rate of $170,000.00 per annum (such annual base salary, as it may be adjusted from time to time, the "Annual Base Salary"). The Annual Base Salary shall be paid in equal installments in accordance with the customary payroll practices of the Company, but no less frequently than monthly. The Company's Board shall review Executive's salary at least once a year and shall increase Executive's salary if, in the sole discretion of the B...oard, an increase is warranted. In Addition, Executive shall be eligible to participate in any and all employee and health benefit plans, including, but not limited to, health, medical, dental, alternative care, chiropractic, and mental health plans; and other employee benefit plans, including, but not limited to, life insurance, disability insurance, savings plans, qualified pension plans, fringe benefits and perquisites that may be established by the Company from time to time for the benefit of other Company employees of comparable status. The Employee shall be required to comply with the conditions attendant to coverage by such preceding plans and policies and shall comply with and be eligible for benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. 1 (b) Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy. (c) Options. The Company shall grant Employee, pursuant to the terms and conditions of Company's 2017 Incentive Compensation Plan (the "2017 Plan") as adopted, a stock option (the "Options") to purchase up to 250,000 shares of the shares issuable under the 2017 Plan as of the date of its adoption. Two hundred thousand (200,000) stock options shall vest over four years in 6.5% increments at the end of each quarter after the Effective Date until fully vested and fifty thousand (50,000) shall be fully vested on the Effective Date. Each share subject to the Options shall have an exercise price equal to the fair market value of Company's common stock on the date of the grant of the Options, as determined in accordance with the terms of the 2017 Plan. (d) Bonus Plan. The Company intends to create a bonus plan for key executives. Key executives will share in a percentage of net revenue under such future bonus plan to be approved by the Board of directors and will include a 2% net annual revenue share. View More

Compensation and Related Matters. Base Salary. During the Term, the Officer's initial annual base salary shall be Four Hundred Forty Thousand Dollars ($440,000.00). The Officer's base salary shall be reviewed from time to time by the Company's Board of Directors ("Board") or the Compensation Committee of the Board. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices. Incentive Compensation. D...uring the Term, the Officer shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Officer's initial target annual incentive compensation shall be 40% of their Base Salary. Except as otherwise provided herein, to earn incentive compensation, the Officer must be employed by the Company on the day such incentive compensation is paid. Company Benefits. The Officer shall be entitled to all benefits received by employees of the Company in accordance with the Company's policies and plans. View More

Compensation and Related Matters. 2.1. Base Salary. During the Term, the Executive's annual base salary will be $250,000. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. 2.2. Incentive Compensation. During the Term, the Exec...utive shall be eligible to receive annual cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be up to 40% of his Base Salary and tied to Company performance targets as determined by the Compensation Committee. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. 2.3. Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. 2.4. Equity. At the first meeting of the Compensation Committee after the Effective Date, the Company shall grant the Executive: (a) an unrestricted stock award of 20,000 shares of the Company's common stock, which such shares shall be issued to the Executive in two (2) equal installments on June 30, 2020 and December 31, 2020 provided the Executive is serving as a director, officer or employee of the Company or any subsidiary of the Company on such date; (b) a stock option for 12,500 shares of the Company's Common Stock with an exercise price per share equal to the greater of (i) the fair market value of a share of the Company's common stock on the date of grant or (ii) $4.50 (such exercise price referred to as the "Base Exercise Price") and vesting over four years in 16 substantially equal quarterly installments; (c) a stock option for 12,500 shares of the Company's Common Stock with an exercise price per share equal to the Base Exercise Price plus $1.00 and vesting over four years in 16 substantially equal quarterly installments; (d) a stock option for 12,500 shares of the Company's Common Stock with an exercise price per share equal to the Base Exercise Price plus $2.00 and vesting over four years in 16 substantially equal quarterly installments; and (e) a stock option for 12,500 shares of the Company's Common Stock with an exercise price per share equal to the Base Exercise Price plus $3.00 and vesting over four years in 16 substantially equal quarterly installments. All stock options must be exercised within 60 days of the Executive ceasing to be an employee of, or paid consultant to, the Company. 2.5. Additional Equity. In addition to the equity granted pursuant to Section 2.4, the Executive shall be eligible to receive such additional equity awards of the Company from time to time as determined by the Compensation Committee or the Board. 2.6. Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. Additionally, during the Term, the Executive shall be eligible to receive such benefits and perquisites as those made available to the other employees of the Company generally and to similarly situated senior executives of the Company. 2.7. Vacations. During the Term, the Executive shall be entitled to paid vacation in accordance with the Company's policies and procedures, which at the outset shall be 20 days in addition to the Company's paid holidays. The vacation time will increase over time if the Company's policies so provide. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. View More

Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of Three Hundred Forty Million Korean Won (KRW 340,000,000) per annum, which shall be paid in accordance with the customary payroll practices of the Company (the "Annual Base Salary"). (b) Annual Bonus. With respect to each calendar year that ends during the Term, the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") under the terms of the Company's cash bonus plan as is th...en in effect. It is currently intended that the Board will set the Executive's target Annual Bonus at 50% of the Executive's Annual Base Salary, which target Annual Bonus may be increased by the Board in its discretion. (c) Equity Compensation. Subject to Board approval and the Executive's continued engagement on such date, as soon as practicable after the Commencement Date, the Executive will be granted a Restricted Stock Unit award for 18,000 shares of common stock of Parent (the "RSU Award"), which grant shall be under the terms of the Equity Incentive Plan and the applicable Award Agreement. The RSU Award shall vest over three (3) years, with one-third (1/3) of the RSU Award vesting on each of the first, second 4 and third anniversaries of the grant date, all in accordance with, and subject to the terms of, the Equity Incentive Plan. In addition, while the Executive is engaged to provide services to the Company, the Executive will be eligible to participate in the equity incentive program applicable to the Company's executives. It is currently anticipated that the Executive will receive additional Equity Awards in each of 2021 and 2022 under the then-current Equity Incentive Plan, with the target dollar value of such awards to be in line with the target value of Equity Awards received by similarly situated executives in such year and subject to the Executive's continued provision of his services to the Company. Such Equity Awards shall, in all case, be determined and approved by the Board in its sole discretion. Prior to receiving any Equity Award, including the RSU Award, the Executive must execute the Award Agreement(s) in the form(s) approved by the Board. Accordingly, the actual terms of any Equity Award, including the RSU Award, will be governed by the Equity Incentive Plan and the actual Award Agreement and documents evidencing the grant of such Equity Award, and not by any other terms set forth herein or otherwise. (d) Benefits. During the Term, the Executive shall be entitled to participate in the benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect, in accordance with their terms, including medical and welfare benefits and company automobile, all on the terms applicable to other similarly situated executives of the Company. (e) Annual Vacation. During the Term, the Executive shall be entitled to paid-time-off (including vacation days) on an annual basis in accordance with the Company's applicable policies and practices. Under the policies applicable to other similarly situated executives of the Company, any unused paid-time-off (including vacation days) shall neither be carried over to the following year nor be compensated for. Any paid-time-off (including vacation days) shall be taken at the reasonable and mutual convenience of the Company and the Executive. (f) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company, in accordance with the Company's expense reimbursement policies and procedures. View More

Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) per annum (the "Annual Base Salary"). The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board (or the applicable committee thereof) in its sole discretion. (b) Annual Bonus — Short-Term Incentive Plan. With respect to each fiscal year that ends during the Term, comm...encing with fiscal year ending on June 30, 2019, the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") in accordance with the terms of the STIP adopted by the Board, from time to time, based upon annual performance targets established by the Board (or the Compensation Committee thereof) in connection with the STIP, in consultation with the Executive. Each such Annual Bonus shall be payable on such date as is determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify or change the terms of any STIP from time to time, in the Board's sole discretion. (c) Long-Term Incentive Plan. During the Term, the Executive shall be eligible to participate in any LTIP as may be adopted by the Board, from time to time, based upon performance targets established by the Board (or the Compensation Committee thereof) in connection with the LTIP, in consultation with the Executive. The vesting and granting of any form of equity (including, without limitation, shares of stock, performance shares, restricted shares, and/or options to acquire shares of stock) shall be in accordance with the terms of the LTIP as determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify or change the terms of any LTIP from time to time, in the Board's sole discretion. (d) Benefits. During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time. Such plans may include, without limitation, health care, dental, vision, prescription, flexible spending, short-term and long-term disability, life insurance and 401(k) plans, programs and arrangements. 4 (e) Vacation. During the Term, the Executive shall be eligible to take four (4) weeks of paid vacation per year. Unused and accrued vacation does not roll over to the next calendar year. That is, if the Executive does not use all four (4) weeks of vacation in any given year, he may not use any of that unused vacation time the following or any other year. (f) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures. View More