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).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $340,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the
CEO, and, as applicable, th...e Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives as mutually agreed between Executive and the CEO, such bonus to be targeted at 35% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board, 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 and/or the CEO shall be payable in a manner that is consistent with paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. (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. 2 (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 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). vacation policy.
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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 $359,000, which is subject to review and redetermination by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Company. 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 u
...sual payroll practices for executive officers. employees. (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive be considered for annual cash incentive compensation bonus as determined by the Company. The Executive's annual target bonus is 35% of the Base Salary, which is subject to review and redetermination by the Board or the Compensation Committee Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus." The actual bonus shall be discretionary and shall be subject to terms and conditions of any applicable bonus plan as may be adopted from time to time. The Executive's initial target annual incentive compensation shall bonus, if any, will be forty percent paid by March 15 of the Executive's Base Salary (the "Target Bonus"). The actual amount of year following 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 bonus year. To earn incentive compensation, a 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 Employee Benefits. During the Term, the Executive shall will be eligible entitled to continue to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, and programs, subject to the terms and the conditions of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled plans and 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 ability to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) amend, modify, replace or terminate such plans and programs. (d) 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 plan(s), the applicable award agreement(s) governing the terms of such equity awards held by the Executive Executive, and Section 3(a) of the Executive's prior offer letter dated July 15, 2014 (as modified by the "Accelerated Vesting Waiver" in the Incentive Stock Option Agreement under the Surface Oncology 2014 Stock Option Grant and Plan dated March 2, 2018, the "Modified Acceleration Provision") (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 6(c) 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 Qualified Termination Event within the Change in Control Period (as defined below) and to the extent accelerated vesting did not already occur upon a Change in Control in accordance with the Modified Acceleration Provision. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for business expenses reasonably and necessarily incurred by the Executive in connection with the Company's business. Expense reimbursement shall be subject to the policies the Company may adopt from time to time, including with respect to pre-approval and limitations. Any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such terms are defined below). business expense is incurred by the Executive.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $442,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions and pro-rated for any partial employment during the Term, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shal
...l be reviewed annually by the CEO, and, as applicable, the Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board (the "Compensation Committee"). The base salary "Committee"), not less than annually. (b) Annual Bonus. Executive shall remain eligible for his/her current performance bonuses for calendar year 2021 on the terms and conditions in effect at any given time is referred immediately prior to herein as "Base Salary." The Base Salary shall be payable the Effective Date. Commencing in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the calendar year 2022, Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus based on Executive's achievement of performance objectives established by the Board or Company, such bonus to be targeted at 60% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Compensation Board, the Committee and/or the CEO shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive's continuous employment through the date of approval. (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the 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 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 2 (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, vacation policy, 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).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $350,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the
CEO, and, as applicable, th...e Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives as mutually agreed between Executive and the CEO, such bonus to be targeted at 35% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board, 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 and/or the CEO shall be payable in a manner that is consistent with paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. (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. 2 (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 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). vacation policy.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $530,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions and pro-rated for any partial employment during the Term, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shal
...l be reviewed annually by the CEO, and, as applicable, the Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board (the "Compensation Committee"). The base salary "Committee"), not less than annually. (b) Annual Bonus. Executive shall remain eligible for his/her current performance bonuses for calendar year 2021 on the terms and conditions in effect at any given time is referred immediately prior to herein as "Base Salary." The Base Salary shall be payable the Effective Date. Commencing in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the calendar year 2022, Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus based on Executive's achievement of performance objectives established by the Board or Company, such bonus to be targeted at 60% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Compensation Board, the Committee and/or the CEO shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive's continuous employment through the date of approval. (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the 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 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 2 (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, vacation policy, 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).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $500,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the Board
or and/or the Compens...ation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives as mutually agreed between Executive and the Board, such bonus to be targeted at 50% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board and/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 paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. (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. 2 (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 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). vacation policy.
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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 $375,000, which is subject to review and redetermination by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Company. 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 u
...sual payroll practices for executive officers. employees. (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive be considered for annual cash incentive compensation bonus as determined by the Company. The Executive's annual target bonus is 35% of the Base Salary, which is subject to review and redetermination by the Board or the Compensation Committee Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus." The actual bonus shall be discretionary and shall be subject to terms and conditions of any applicable bonus plan as may be adopted from time to time. The Executive's initial target annual incentive compensation shall bonus, if any, will be forty percent paid by March 15 of the Executive's Base Salary (the "Target Bonus"). The actual amount of year following 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 bonus year. To earn incentive compensation, a 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 Employee Benefits. During the Term, the Executive shall will be eligible entitled to continue to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, and programs, subject to the terms and the conditions of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled plans and 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 ability to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) amend, modify, replace or terminate such plans and programs. (d) 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 plan(s), the applicable award agreement(s) governing the terms of such equity awards held by the Executive Executive, and Section 3(a) of the Executive's prior offer letter dated August 19, 2016 (as modified by the "Accelerated Vesting Waiver" in the Incentive Stock Option Agreement under the Surface Oncology 2014 Stock Option Grant and Plan dated March 2, 2018, the "Modified Acceleration Provision") (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 6(c) 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 Qualified Termination Event within the Change in Control Period (as defined below) and to the extent accelerated vesting did not already occur upon a Change in Control in accordance with the Modified Acceleration Provision. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for business expenses reasonably and necessarily incurred by the Executive in connection with the Company's business. Expense reimbursement shall be subject to the policies the Company may adopt from time to time, including with respect to pre-approval and limitations. Any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such terms are defined below). business expense is incurred by the Executive.
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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 $343,100, 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. senior executives. (b) Incentive Compensation. During the Term, the Bonus. The Executive shall be is eligible to receive cash incentive compensation participate in the Company's Senior Executive Cash Incentive Bonus Plan, as determined approved by the Board or the its Compensation Committee from time to time. The Executive's initial target annual incentive compensation terms of the Incentive Bonus Plan 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 established and altered by the Board or the its Compensation Committee, subject to the terms of Committee in its or their sole discretion. 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. 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) 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 Executive's rights in and eligibility for restricted stock and stock options (as applicable) will continue to be governed by the applicable Equity Documents. (d) Employee Benefits. The Executive will be entitled to continue to participate in the Company's employee benefit plans, subject to the terms and the conditions of such plans and to the Company's applicable equity incentive plan(s) ability to amend and modify such plans. The benefits made available by the Company, and the applicable award agreement(s) governing rules, terms, and conditions for participation in such benefit plans, may be changed by the terms Company at any time and from time to time without advance notice and without recourse by Executive. (e) Relocation Assistance. On an annual basis, the Company will provide the Executive with relocation assistance in the amount of such equity awards held $50,000. This will be paid on a monthly basis, and it is expected to cover the Executive's housing/hotel accommodations, flights to and from Boston, etc. Each monthly payment will be subject to customary deductions and withholdings as required by law. Should the Executive voluntarily leave the Company, other than for death or disability, within 12 months of receiving this payment, the Executive will be obligated to return the gross amount of the payment to the company within 30 days of your departure date. (f) 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 (collectively, in connection with the "Equity Documents"); provided, however, and notwithstanding anything Company's business. Expense reimbursement shall be subject to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by such policies 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). may adopt from time to time, included with respect to pre-approval.
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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 $375,000, which is subject to review and redetermination by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Company. 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 u
...sual payroll practices for executive officers. employees. (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive be considered for annual cash incentive compensation bonus as determined by the Company. The Executive's annual target bonus is 35% of the Base Salary, which is subject to review and redetermination by the Board or the Compensation Committee Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus." The actual bonus shall be discretionary and shall be subject to terms and conditions of any applicable bonus plan as may be adopted from time to time. The Executive's initial target annual incentive compensation shall bonus, if any, will be forty percent paid by March 15 of the Executive's Base Salary (the "Target Bonus"). The actual amount of year following 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 bonus year. To earn incentive compensation, a 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 Employee Benefits. During the Term, the Executive shall will be eligible entitled to continue to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, and programs, subject to the terms and the conditions of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled plans and 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 ability to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) amend, modify, replace or terminate such plans and programs. (d) 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 plan(s), the applicable award agreement(s) governing the terms of such equity awards held by the Executive Executive, and Section 3(a) of the Executive's prior offer letter dated December 14, 2015 (as modified by the "Accelerated Vesting Waiver" in the Incentive Stock Option Agreement under the Surface Oncology 2014 Stock Option Grant and Plan dated March 2, 2018, the "Modified Acceleration Provision") (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 6(c) 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 Qualified Termination Event within the Change in Control Period (as defined below) and to the extent accelerated vesting did not already occur upon a Change in Control in accordance with the Modified Acceleration Provision. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for business expenses reasonably and necessarily incurred by the Executive in connection with the Company's business. Expense reimbursement shall be subject to the policies the Company may adopt from time to time, including with respect to pre-approval and limitations. Any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such terms are defined below). business expense is incurred by the Executive.
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Compensation and Related Matters.
(a) (a)Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $375,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the CEO, and, as applicable,... the Board of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b)Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives established by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect consultation with the CEO, such bonus to be targeted at any given time is referred to herein as "Base Salary." The 40% of Executive's Annual 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 Term, the Executive shall be eligible to receive cash incentive compensation as determined (the "Annual Bonus"). Any Annual Bonus approved by the Board or the Compensation Committee of the Board shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive's continuous employment through the date of approval. (c)Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the 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 Executive shall also be entitled to all paid holidays given by vacation policy. 2 (f)Sign-On Bonus. On the first payroll date following the Effective Date, the Company to its executive officers. (f) Equity. The equity awards held by shall pay Executive a one-time sign on bonus of $75,000, less applicable withholdings and deductions (the "Sign On Bonus"). Notwithstanding the foregoing, Executive shall continue to acknowledges and agrees that the Sign On Bonus will only be governed by fully earned on the terms and conditions first anniversary of the Company's applicable equity incentive plan(s) and Effective Date if Executive remains continuously employed with the applicable award agreement(s) governing Company through the terms first anniversary of such equity awards held by the Executive (collectively, Effective Date. In the "Equity Documents"); provided, however, and notwithstanding anything event Executive's employment with the Company terminates for any reason other than due to a Covered Termination (as defined below) prior to the contrary in first anniversary of the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by Effective Date, Executive hereby agrees to repay the Company without Cause or by the Executive for Good Reason in either event within full amount of the Change in Control Period (as such terms are defined below). Sign On Bonus.
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