Compensation and Related Matters Clause Example with 251 Variations from Business Contracts
This page contains Compensation and Related Matters 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 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
Variations of a "Compensation and Related Matters" Clause from Business Contracts
Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the a rate of $275,000 $360,000.00 per year. year commencing on the Effective Date (April 14, 2022). The Executive's base salary shall be reviewed for increase annually by the Board or the CEO and/or Compensation Committee of the Board (the "Compensation 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 w...ith the Company's usual payroll practices for executive officers. employees. (b) Incentive Compensation. During the Term, the 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 35% of the Executive's Base Salary (the Salary. The target annual bonus incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's annual incentive compensation, if any, shall be determined in by the sole discretion of the Board or CEO and the Compensation Committee, Committee in their discretion, 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, as may be provided by the CEO or the Compensation Committee or as may otherwise be set forth in the applicable compensation plan, the Executive must be employed by the Company on the day such annual incentive compensation is paid. paid to receive any annual incentive compensation; provided, however, that such annual incentive compensation will be paid no later than March 15th of the following year. (c) Signing Bonus. The Executive shall be eligible to receive a Signing Bonus in the gross amount of $20,000, less applicable taxes and withholdings. This Signing Bonus will be paid within 30 days following the Effective Date. The Executive agrees that should she voluntarily terminate her employment with the company for reasons excluding redundancy or ill health within twelve months of commencement of employment, she will reimburse the company for all Signing Bonus monies paid to her. (d) 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) employees. (e) Other Benefits. During the Term, the 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. ____________________________________________________________________________ Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### Exhibit 10.8 (e) Paid Time Off. During the Term, the 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. In connection with the commencement of the Executive's employment, the Company will recommend to the Board that Executive be granted an option to purchase 120,000 shares of the Company's common stock, with an exercise price equal to the fair market value of the Company's common stock as of the date of such grant, subject to time-based vesting as follows: 25% shall vest on the first anniversary of your start date at the Company (April 14, 2023), and 1/36 of the total remaining unvested shall vest monthly thereafter over the following 3 years until all are vested in each case subject to Executive's continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, 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 all stock options and other stock-based awards held by the Executive for Good Reason in either event within the that are subject solely to time-based vesting (the "Time-Based Equity Awards") shall immediately accelerate and become fully vested and exercisable or nonforfeitable if a Change in Control Period (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive's employment terminates due to an involuntary termination (not including death or Disability) without Cause (as such terms are defined below) or due to Executive's voluntary termination with Good Reason (as defined below). 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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the a rate of $275,000 $360,000.00 per year. year commencing on the Effective Date (April 14, 2022). The Executive's base salary shall be reviewed for increase annually by the Board or the CEO and/or Compensation Committee of the Board (the "Compensation 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 w...ith the Company's usual payroll practices for executive officers. employees. (b) Incentive Compensation. During the Term, the 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 35% of the Executive's Base Salary (the Salary. The target annual bonus incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's annual incentive compensation, if any, shall be determined in by the sole discretion of the Board or CEO and the Compensation Committee, Committee in their discretion, 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, as may be provided by the CEO or the Compensation Committee or as may otherwise be set forth in the applicable compensation plan, the Executive must be employed by the Company on the day such annual incentive compensation is paid. paid to receive any annual incentive compensation; provided, however, that such annual incentive compensation will be paid no later than March 15th of the following year. (c) Signing Bonus. The Executive shall be eligible to receive a Signing Bonus in the gross amount of $20,000, less applicable taxes and withholdings. This Signing Bonus will be paid within 30 days following the Effective Date. The Executive agrees that should she voluntarily terminate her employment with the company for reasons excluding redundancy or ill health within twelve months of commencement of employment, she will reimburse the company for all Signing Bonus monies paid to her. (d) 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) employees. (e) Other Benefits. During the Term, the 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. ____________________________________________________________________________ Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### Exhibit 10.1 (e) Paid Time Off. During the Term, the 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. In connection with the commencement of the Executive's employment, the Company will recommend to the Board that Executive be granted an option to purchase 120,000 shares of the Company's common stock, with an exercise price equal to the fair market value of the Company's common stock as of the date of such grant, subject to time-based vesting as follows: 25% shall vest on the first anniversary of your start date at the Company (April 14, 2023), and 1/36 of the total remaining unvested shall vest monthly thereafter over the following 3 years until all are vested in each case subject to Executive's continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, 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 all stock options and other stock-based awards held by the Executive for Good Reason in either event within the that are subject solely to time-based vesting (the "Time-Based Equity Awards") shall immediately accelerate and become fully vested and exercisable or nonforfeitable if a Change in Control Period (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive's employment terminates due to an involuntary termination (not including death or Disability) without Cause (as such terms are defined below) or due to Executive's voluntary termination with Good Reason (as defined below). 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Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall will be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $420,000, which is subject to review and redetermination by the Board or the Compensation Committee of the Board (the "Compensation Committee"). Company from time to time. The annual base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall will be payable in a manner that is consistent ...with the Company's usual payroll practices for executive officers. senior executives. The Executive became eligible to participate in the Company's annual salary review as of the annual salary review for the 2021 fiscal year, and remains eligible to participate in the annual salary review for each subsequent year thereafter. (b) Bonus. The Executive is eligible to participate in the Company's Senior Executive Cash Incentive Compensation. During Bonus Plan (the "Incentive Bonus Plan"), as approved by the Term, Company's Board of Directors, its Compensation Committee or any other committee of the Executive Board (collectively, the "Board"). The terms of the Incentive Bonus Plan shall be eligible to receive cash incentive compensation as determined established and may be altered by the Board or in its sole discretion. For calendar year 2022, the Compensation Committee from time to time. The Executive's initial target annual incentive compensation bonus under the Incentive Bonus Plan shall be forty percent (40%) 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 Salary. To earn any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, bonus, the Executive must be employed by the Company on the day such incentive compensation bonus 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, paid, except 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 provided to the contrary in either Section 6 or 7 below, because such bonus serves as an incentive for the Executive to remain employed with the Company. Both parties acknowledge and agree that any bonus is not intended and shall not be deemed a "wage" under any state or federal wage-hour law. (c) Equity. (i) New Hire Equity Documents, Section 6(a)(ii) Grant. As of this Agreement shall apply in the event Commencement Date, following approval by the Company's Compensation Committee, and as a material inducement to the Executive entering into employment with the Company, the Executive was granted the following equity award outside of the Company's stock incentive plans as an "inducement grant" within the meaning of Nasdaq Listing Rule 5635(c)(4), consisting of a termination by New Hire Option Award and a New Hire RSU Award (each as defined below): 1. The Executive was granted a non-qualified option (the "New Hire Option Award") to purchase 76,500 shares of the Company without Cause Company's common stock (the "Common Stock"). The Option Award was granted as of the Commencement Date (the "New Hire Option Grant Date"). The shares underlying the Option Award (the "New Hire Option Shares") have an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Select Market on the New Hire Option Grant Date. The New Hire Option Shares have vested and become exercisable, or by will vest and become exercisable, subject to the Executive for Good Reason in either event within Executive's continued service on each applicable vesting date, as follows: 25% of the Change in Control Period (as such terms are defined below). New Hire Option Shares to vest on the first anniversary of the New Hire Option Grant Date, and an additional 2.0833% of the New Hire Option Shares to vest on a monthly basis at the end of each one-month period following the first anniversary of the New Hire Option Grant Date until the four-year anniversary of the New Hire Option Grant Date. View More
Compensation and Related Matters. (a) Base Salary. (c) Monthly Travel and Living Expenses. The Company will pay the Executive a monthly allowance of $7,000.00 for travel and living expenses for a period of twenty-four (24) months from the Effective Date. The Company will provide the Executive with a one-time relocation bonus ("Relocation Bonus") thereafter in order to relocate to the Boston area. The Relocation Bonus will be subject to tax-related deductions and withholdings. The Executive must be an active employee on the payme...nt date ("Relocation Bonus Payment Date") to receive the Relocation Bonus. If the Executive resigns the Executive's initial base salary shall employment for any reason or the Executive's employment is terminated by the Company for Cause (as defined below) before the second anniversary of the Relocation Bonus Payment Date, the Executive will be obligated to repay the Company the gross amount of the Relocation Bonus within ten days following the Date of Termination. The amount of the repayment of the Relocation Bonus owed upon resignation or termination by the Company for Cause will initially be 100% and will drop by 25% with the passage of each 6-month period so that no repayment will be owed following the two-year anniversary of the Relocation Bonus Payment Date. (d) Signing Bonus. In connection with the Executive's commencement of employment, the Executive will be eligible for a signing bonus of $130,000 (the "Signing Bonus"), 100 percent of which will be paid at in the rate first pay period following the commencement of $275,000 per year. employment ("Signing Bonus Payment Date"). The Signing Bonus will be subject to tax-related deductions and withholdings. The Executive must be an active employee on the Signing Bonus Payment Date to receive the Signing Bonus. If the Executive resigns the Executive's base salary shall be reviewed annually employment for any reason or the Executive's employment is terminated by the Company for Cause (as defined below) before the first anniversary of the Signing Bonus Payment Date, the Executive will be obligated to repay the Company the gross amount of the Signing Bonus within ten days following the Date of Termination. There will be no obligation for repayment of any portion of the Signing Bonus after the first anniversary of the Signing Bonus Payment Date. (e) Equity Compensation. Subject to the approval of the Board or of Directors of the Company (the "Board"), the Company will grant you the following: (i)A stock option to purchase 150,000 shares of the Company's common stock with an exercise price per share equal to the fair market value of the common stock on the date of grant as determined by the Compensation Committee of the Board (the "Compensation Committee"). "Option"). The base salary Option will vest over a four-year period, with twenty-five percent (25%) shares underlying the Option vesting in effect at any given time is referred equal quarterly installments over the next three years; and (ii)Restricted stock units related to herein as "Base Salary." 50,000 shares of common stock (the "RSUs"). The Base Salary shall be payable RSUs will vest, and the restrictions will lapse, in equal annual installments over a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, 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 four year period on each anniversary of the Executive's Base Salary (the "Target Bonus"). The actual amount Effective Date. Continued vesting of the Executive's annual incentive compensation, if any, shall Option and RSUs will be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any Executive's continued employment with the Company through the applicable incentive compensation plan that may vesting date. The Option and RSUs will be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed governed by the Company on 2018 Stock Option and Incentive Plan and the day such incentive compensation is paid. (c) applicable underlying equity agreements. 2 (f) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented 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) (g) 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. (h) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. 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 Executive's initial During the Term, the Executive shall receive a base salary at a rate of $435,000 per annum, which shall be paid at in accordance with the rate customary payroll practices of $275,000 per year. The Executive's base salary shall be reviewed annually the Employer, subject to review by the Board or the Compensation Committee of the Board in its sole discretion (the "Compensation Committee"). The base salary in effect at any given time is referred "Annual Base... Salary"). (b) Annual Bonus. With respect to herein as "Base Salary." The Base Salary shall be payable in a manner each Company fiscal year that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During commences during the Term, the Executive shall be eligible to receive an annual performance-based cash incentive compensation as determined bonus (the "Annual Bonus") with a target amount of 70% of the Annual Base Salary earned during such fiscal year, which shall be payable based upon the attainment of individual and Company performance goals established each fiscal year by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation thereof. Each such Annual Bonus shall be forty percent payable on, or at such date as is determined by the Board within 90 days following, the last day of the Executive's Base Salary (the "Target Bonus"). The actual amount fiscal year with respect to which it relates. Except as provided in Section 5, notwithstanding any other provision of the Executive's annual incentive compensation, if any, this Section 3(b), no bonus shall be determined in the sole discretion of the Board or the Compensation Committee, subject payable with respect 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, fiscal year unless the Executive must be remains continuously employed by with the Company Employer during the period beginning on the day such incentive compensation is paid. Effective Date and ending on the applicable bonus payment date. (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 plans, programs and arrangements of the Employer in accordance with their terms, as in effect from time to time, subject and as are generally provided by the Employer to the terms of such plans. (e) Paid Time Off. its senior executive officers. (d) Vacation; Holidays. During each calendar year during the Term, the Executive shall also be entitled to take vacation time and paid time off in accordance with holidays on the Company's applicable paid time off policy for executives, same basis as may be other senior executives of the Employer, subject to the terms and conditions of the Employer's vacation and holiday policies as in effect from time to time. The (e) Business Expenses. During the Term, the Employer shall reimburse the Executive shall also be entitled to for all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held reasonable, documented, out-of-pocket travel and other business expenses incurred by the Executive shall continue to be governed by in the terms and conditions performance of the Company's Executive's duties to the Company and its Affiliates in accordance with the Employer's applicable equity incentive plan(s) expense reimbursement policies and procedures. 4 (f) Indemnification. During the applicable award agreement(s) governing Term and for so long thereafter as liability exists with regard to the terms Executive's activities during the Term on behalf of such equity awards held by the Company and its Affiliates, the Employer or its Affiliates shall indemnify the Executive (collectively, (other than in connection with the "Equity Documents"); provided, however, Executive's gross negligence or willful misconduct) in accordance with the Employer's customary indemnification policies and notwithstanding anything procedures which are applicable 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). Employer's officers and directors. View More
Compensation and Related Matters. (a) Base Salary. The Executive's initial During the Term, the Employee's annual base salary shall be paid at the rate of $275,000 per year. $465,000. The Executive's Employee's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the of Directors of Scholar Rock Holding Corporation (such Board of Directors, the "Board" and such Compensation Committee the "Compensation Committee"). Committee") or the Company. The base salary in effect at any given time i...s 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. practices. (b) Incentive Compensation. During Beginning in calendar year 2023 (payable in 2024), the Term, the Executive Employee 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 Employee's target annual incentive compensation shall be forty percent 40% of the Executive's Employee's Base Salary (the "Target Bonus"). Salary. The actual amount of the Executive's target annual incentive compensation, if any, shall compensation in effect at any given time is referred to herein as the "Target Annual Incentive Compensation". For the avoidance of doubt, the Employee will not be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of eligible for any applicable cash incentive compensation plan that may be for calendar year 2022 (payable in effect from time to time. 2023). Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive Employee 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. Company. (d) Other Benefits. During the Term, the Executive Employee 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. Vacations. During the Term, the Executive Employee shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, policies and procedures as may be in effect amended from time to time. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. in accordance with the policies and procedures then in effect and established by the Company. (f) Equity. On or after November 14, 2022, in connection with the commencement of the Employee's employment and as an inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635(c), subject to the approval of the Board or the Compensation Committee and the Employee's employment with the Company on the date of grant, the Employee shall be granted a stock option to purchase 250,000 shares of SR Holding Corporation's ("SR Holding's") common stock (the "Stock Option Award") at an exercise price per share equal to the closing price of SR Holding's common stock on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported). The equity awards held by Stock Option Award will vest with respect to 25% of the Executive shares of SR Holding's common stock underlying the Stock Option Award on the first anniversary of the Effective Date (the "Vesting Commencement Date"), and the remaining 75% of the shares of SR Holding's common stock underlying the Stock Option Award shall continue vest in 12 equal quarterly installments following the Vesting Commencement Date, subject to the Employee's continued Service Relationship (as defined in SR Holding's 2022 Inducement Equity Plan (as amended and/or restated from time to time, the "Plan")) with SR Holding through each applicable vesting date. The Stock Option Award will be governed by the subject to all terms and conditions and other provisions set forth in the Plan and a Stock Option Award Agreement (such agreement, with the Plan, the "Equity Documents"). The Employee may also be eligible to receive future equity awards, in the sole discretion of the Company's applicable equity incentive plan(s) and Board or 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). Compensation Committee. View More
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 (c)Benefits. Executive shall be eligible entitled to receive cash incentive compensation participate in such employee and executive benefit plans and programs as determined by the Board or the Compensation Committee Company may 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, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefit. (d)Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e)Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will 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 vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The vacation policy. 2 (f)Sign-On Bonus. Executive shall also receive a lump sum cash signing bonus of $25,000, (the "Sign-On Bonus"), subject to withholdings, which shall be entitled paid to all paid holidays given Executive on the first payroll date following the Effective Date. In the event Executive's employment is terminated by the Company to its executive officers. (f) Equity. The equity awards held for Cause or by Executive for any reason before the Executive shall continue to be governed by the terms and conditions one-year anniversary of the Effective Date, Executive agrees to repay to the Company the net-after tax amount of the Sign-On Bonus within thirty (30) days following such termination of employment. (g)Relocation Expenses. Executive agrees to relocate Executive's principal residence to the San Francisco Bay Area within three (3) months following the Effective Date. In connection with such relocation, the Company agrees to directly pay or reimburse Executive for up to $25,000 of relocation expenses, including movement of Executive's household goods and vehicle to the San Francisco Bay Area and air transportation to the San Francisco Bay Area, in each case, incurred and documented in accordance with 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 standard policies (collectively, the "Equity Documents"); provided, however, and notwithstanding anything "Relocation Benefits"). In addition, the Company will pay to Executive an additional amount equal to the contrary taxes incurred by Executive in connection with the Equity Documents, provision of the Relocation Benefits, along with any taxes incurred by Executive in connection with the payment of the additional amounts under this sentence, in each case, calculated using maximum statutory income tax rates (such payment(s), together with the Relocation Benefits, the "Relocation Payments"). Relocation Payments will be made within thirty (30) days after substantiation reasonably acceptable to the Company is provided to the Company. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 6(a)(ii) 409A of the Internal Revenue Code of 1986, as amended (the "Code"), any such reimbursements payable to Executive pursuant to this Agreement shall apply be paid to Executive no later than December 31 of the year following the year in which the event expense was incurred, the amount of a termination by expenses reimbursed in one year shall not affect the Company without Cause amount eligible for reimbursement in any subsequent year, and Executive's right to reimbursement under this Agreement will not be subject to liquidation or by the Executive exchange for Good Reason in either event within the Change in Control Period (as such terms are defined below). another benefit. View More
Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually is $410,000, which is subject to review and redetermination by the Board or the Compensation Committee of the Board (the "Compensation Committee"). Company from time to time. The annual base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall will be payable in a manner that is consistent wi...th the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the senior executives. The Executive shall be eligible to receive cash incentive compensation participate in the Company's annual salary review for the 2020 fiscal year, and in the annual salary review in each subsequent year thereafter. (b) Bonus. The Executive is eligible to participate in the Company's Senior Executive Cash Incentive Bonus Plan (the "Incentive Bonus Plan"), as determined approved by the Company's Board of Directors, its Compensation Committee or any other committee of the Board (collectively, the "Board"). The terms of the Incentive Bonus Plan shall be established and may be altered by the Board or in its sole discretion. For calendar year 2019, the Compensation Committee from time to time. The Executive's initial target annual incentive compensation bonus under the Incentive Bonus Plan shall be forty percent 40% of the Executive's Base Salary (the "Target Bonus"). The actual amount of Salary. Any bonus paid for 2019 will be pro-rated based on 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 Commencement Date. To earn any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, bonus, the Executive must be employed by the Company on the day such incentive compensation bonus 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, paid, except 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 provided to the contrary in either Section 6 or 7 below, because such bonus serves as an incentive for the Equity Documents, Section 6(a)(ii) of this Agreement Executive to remain employed with the Company. Both parties acknowledge and agree that any bonus is not intended and shall apply in the event of not be deemed a termination "wage" under any state or federal wage-hour law. (c) Equity. Subject to approval by the Company without Cause or by Company's Compensation Committee and a majority of the Company's Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement to the Executive for Good Reason in either event entering into employment with the Company, the Executive will be granted on the Commencement Date (the "Grant Date") a one-time equity award outside of the Company's stock incentive plans as an "inducement grant" within the Change in Control Period (as such terms are meaning of Nasdaq Listing Rule 5635(c)(4), consisting of an Option Award and an RSU Award (each as defined below). below): 1. The Executive will be granted a non-qualified option (the "Option Award") to purchase 168,750 shares of the Company's common stock (the "Common Stock"). 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. The Option Shares will vest and become exercisable, subject to the Executive's continued service on each applicable vesting date, as follows: 25% of the Option Shares will vest on the first anniversary of the Grant Date, and an additional 2.0833% of the Option Shares will vest on a monthly basis at the end of each one-month period following the one-year anniversary of the Grant Date until the four-year anniversary of the Grant Date. View More
Compensation and Related Matters. (a) Annual Base Salary. The Executive's initial Executive shall receive a base salary shall be paid at the rate of $275,000 $33,333 per year. The Executive's base salary month ($400,000 on an annualized basis) (as may be adjusted from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be reviewed annually by paid to Executive in accordance with the Board or the Compensation Committee customary payroll practices and procedures of the Board (the "Compensat...ion Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable in a manner that reviewed by the Board from time to time and is consistent with subject to such adjustments as determined necessary or appropriate by the Company's usual payroll practices for executive officers. Board. (b) Incentive Compensation. Annual Bonus. During the Term, the his Term of Employment, Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual (calendar year) bonus based on Executive's achievement of performance objectives set by the Board or Board, after consultation with the Compensation Committee from time Executive, each year as well as overall Company and individual performance, such bonus to time. The Executive's initial target annual incentive compensation shall be forty targeted at thirty-five percent (35%) of the Executive's Base Salary (the "Target "Annual Bonus"). The actual amount bonus award may be greater than or less than 35% and may be zero. Executive must remain employed by the Company through the date of payment in order to remain eligible for such Annual Bonus. Any bonus awarded will be paid on or before March 15 of the Executive's annual incentive compensation, if any, year following the year for which the bonus is awarded. (c) Signing Bonus. Executive shall be determined in eligible to receive a bonus of $60,000 on September 1, 2018. Executive is also eligible for a special IPO bonus of $75,000 on successful completion of an IPO on NASDAQ exchange by the sole discretion end of the Board or the Compensation Committee, 3Q 2020. In each case, any bonus payment is 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 payroll withholdings and deductions and Executive must be employed by the Company on through the day date of payment in order to remain eligible for 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. Bonus. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's such employee and executive benefit plans in effect and programs as the Company may from time to time, time offer to provide to its executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During plans and programs. Notwithstanding the Term, foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan, program or benefits. While serving as an executive of the Company and on the Company's Board, Executive shall be entitled covered by the Company's Directors and Officers Liability Insurance. If the Company has entered into indemnification agreements with members of its Board of Directors, The Company will enter into the same form of indemnification agreement with Executive in his capacity as a member of the Board. (e) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to take paid time off the Company in accordance with the Company's applicable paid time off policy for executives, expense reimbursement policies and procedures as may be are 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 Executive's initial During the Term, the Employee's annual base salary shall be paid at the rate of $275,000 per year. $600,000. The Executive's Employee's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). Committee"), with upward adjustment in the sole discretion of the Board or 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. practices. (b) Incentive Compensation. During the Term, the Executive Employee 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 Employee's target annual incentive compensation shall be forty sixty percent (60%) of the Executive's Employee's Base Salary (the "Target Bonus"). Salary; provided that any incentive compensation for calendar year 2022 will be prorated based on the Effective Date. The actual amount of the Executive's target 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 at any given time is referred to time. herein as the "Target Annual Incentive Compensation". Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive Employee 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. Company. (d) Other Benefits. During the Term, the Executive Employee 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. Vacations. During the Term, the Executive Employee shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, policies and procedures as may be in effect amended from time to time. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. in accordance with the policies and procedures then in effect and established by the Company. (f) Equity. In connection with the commencement of the Employee's employment and as an inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635(c), subject to the approval of the Board or the Compensation Committee, the Employee shall be granted a stock option to purchase 1,000,000 shares of SR Holding's common stock (the "Stock Option Award") at an exercise price per share equal to the closing price of SR Holding's common stock on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported). The equity awards held by Stock Option Award will vest with respect to 25% of the Executive shares of SR Holding's common stock underlying the Stock Option Award on the first anniversary of the Effective Date (the "Vesting Commencement Date"), and the remaining 75% of the shares of SR Holding's common stock underlying the Stock Option Award shall continue vest in 12 equal quarterly installments following the Vesting Commencement Date, subject to the Employee's continued Service Relationship (as defined in the Scholar Rock Holding Corporation's 2022 Inducement Equity Plan (as amended and/or restated from time to time, the "Plan")) with SR Holding through each applicable vesting date. The Stock Option Award will be governed by the subject to all terms and conditions and other provisions set forth in the Plan and a Stock Option Award (such agreement, with the Plan, the "Equity Documents"), which the Employee will be required to sign as a condition to receiving the Stock Option Award. The Employee may also be eligible to receive future equity awards, in the sole discretion of the Company's applicable Board or the Compensation Committee, including any annual 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 that may be granted 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). calendar year 2023. View More
