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) 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 $370,000, 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. 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 established and altered by the Board or its Compensation Committee in its or their sole discretion. For calendar year 2017 the Executive's Base Salary (the "Target Bonus"). The actual amount target bonus under this Section 3(b) shall be 30% 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 Base 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. paid except as provided to the contrary in either Section 6 or 7 below. 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. Equity. The Executive's rights in and eligibility for restricted stock and stock options (as applicable) will be governed by the applicable Equity Documents. Subject to approval of the Board or a committee thereof, in partial consideration of employment, the Executive will be granted the option to purchase options 214,000 shares of Company common stock, at a purchase price equal to the fair market value at the closing price on the date of the grant (the "Option"). The Option shall be entitled granted on January 3, 2017. Prior to receive prompt reimbursement for all reasonable expenses incurred by the Executive during grant date, 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, number of shares subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive Option shall be entitled adjusted to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may reflect a stock split or other similar transaction. The Option will be in effect from time subject 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 and governed by the terms and conditions of the Company's applicable equity incentive plan(s) Option Agreement and the applicable award agreement(s) governing Company's Stock Option and Incentive Plan. The Option will vest as follows: one quarter of the shares will vest on the first anniversary of the Effective Date, and following that, 1/48th of the shares will vest on a monthly basis, in arrears. Vesting is contingent on the Executive's continued full-time employment with the Company. (d) Employee Benefits. The Executive will be entitled to participate in the Company's employee benefit plans, subject to the terms and the conditions of such equity awards held plans and to the Company's ability to amend and modify such plans. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice and without recourse by Executive. Notwithstanding the foregoing, you shall in all events shall accrue twenty paid vacation days annually consistent with the Company's payroll practices. (e) Living Assistance. On an annual basis, the Company will provide the Executive with living assistance in the amount of $50,000. This benefit will be paid on a semi-monthly basis, and is expected to cover the Executive's local accommodations and related living expenses. Each semi-monthly payment will be subject to customary deductions and withholdings as required by law. In addition to the $50,000 living assistance benefit described above, the Company will also assist with initial temporary living for the Executive and will reimburse the Executive for a realtor's fee on apartment rental. (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 $330,750, 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) Reimbursement of such equity awards held 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)
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 $426,420 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 established by the Board, its Compensation Committee and/or 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 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 $380,625 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 established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at 30% 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. 2 (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 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, 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) (a)Annual Base Salary.
The Executive's initial During the Term of Employment, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $400,000 per
year. The Executive's base salary annum (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 as mutually agreed between Executive and the CEO and as approved by the Board or and/or the Compensation Committee of the Board, such bonus to be targeted at forty percent (40%) of Executive's Annual Base Salary (the "Annual Bonus"). Executive's Annual Bonus for 2020 shall be pro-rated for the partial year of service based on the number of days Executive was employed by the Company during 2020. 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. (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, 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 $386,250 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 established by the Board, its Compensation Committee and/or 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 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, 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 $324,450 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 established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at 30% 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. 2 (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 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, 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
at a rate initially of $400,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted for increase, but not decrease) from time to time (such annual base salary, as it may be adjusted... from time to time, the "Annual Base Salary") by the Board or the Compensation Committee of the Board (the "Compensation its compensation committee ("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. Annual Cash Bonus Opportunity. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive program established by the Board or Compensation Committee with target level annual incentive compensation opportunities as may be determined by the Board or the Compensation Committee from time to time. time taking into account annual compensation opportunities made available to similarly situated executives at peer companies, but with an annual "target level" incentive bonus opportunity (the "Target Bonus") that is not less than 13% of the Annual Base Salary. The Executive's initial target annual bonus payable under the incentive compensation program ("Annual Bonus") shall be forty percent based on the achievement of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall performance goals or such other criteria as may be determined in the sole discretion of by the Board or Compensation Committee. The payment of any Annual Bonus pursuant to the Compensation Committee, incentive program shall be subject to Executive's continued employment with the terms Company through the date of payment, except as otherwise provided in Section 4(b). The Annual Bonus shall be paid to Executive when paid generally to other senior executives of the Company, but in any event, to the extent determinable as of such time, not later than March 15th of the year immediately following the applicable year for which such Annual Bonus is being paid. (c) Long-Term Incentive Awards. During the Term, Executive will be eligible to participate and receive awards under the Company's long-term incentive compensation plan that may be equity plans as in effect from time to time. Except time, with an expectation that Executive shall receive annual awards thereunder in such amounts and in such forms as otherwise provided herein, to earn incentive compensation, the Executive must may be employed determined by the Company on Board or Compensation Committee taking into account the day such compensation practices and programs (including the long-term incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement opportunities) 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. similarly situated executives at peer companies. (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, plans, programs and arrangements of the Company, subject to the terms of and eligibility requirements thereof and as 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 plans, programs and arrangements may be amended or in effect from time to time. The In no event shall Executive be eligible to participate in any severance plan or program of the Company, except as set forth in Section 4 of this Agreement. 2 (e) Vacation. During the Term, Executive shall also be entitled to all paid holidays given by personal leave in accordance with the Company's Policies. Any vacation shall be taken in accordance with Company policy as in effect from time to time. (f) Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive's duties to its executive officers. (f) Equity. the Company in accordance with the Company's expense reimbursement Policy. (g) Key Person Insurance. At any time during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for the Company's sole benefit. The equity awards held by Company shall have the right to determine the amount of insurance and the type of policy. Executive shall continue reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall not 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 the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or the prior written authorization of Executive. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy. (h) Indemnification and D&O Insurance. The Company shall indemnify (and advance expenses to Executive) to the greatest extent permitted by applicable state law and shall provide Executive for Good Reason in either event within with coverage under a directors' and officers' liability insurance policy to the Change in Control Period (as such terms are defined below). same extent provided to other senior executives and directors of the Company.
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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
at a rate initially of $325,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted for increase, but not decrease) from time to time (such annual base salary, as it may be adjusted... from time to time, the "Annual Base Salary") by the Board or the Compensation Committee of the Board (the "Compensation its compensation committee ("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. Annual Cash Bonus Opportunity. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive program established by the Board or Compensation Committee with target level annual incentive compensation opportunities as may be determined by the Board or the Compensation Committee from time to time. time taking into account annual compensation opportunities made available to similarly situated executives at peer companies, but with an annual "target level" incentive bonus opportunity (the "Target Bonus") that is not less than 15% of the Annual Base Salary. The Executive's initial target annual bonus payable under the incentive compensation program ("Annual Bonus") shall be forty percent based on the achievement of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall performance goals or such other criteria as may be determined in the sole discretion of by the Board or Compensation Committee. The payment of any Annual Bonus pursuant to the Compensation Committee, incentive program shall be subject to Executive's continued employment with the terms Company through the date of payment, except as otherwise provided in Section 4(b). The Annual Bonus shall be paid to Executive when paid generally to other senior executives of the Company, but in any event, to the extent determinable as of such time, not later than March 15th of the year immediately following the applicable year for which such Annual Bonus is being paid. (c) Long-Term Incentive Awards. During the Term, Executive will be eligible to participate and receive awards under the Company's long-term incentive compensation plan that may be equity plans as in effect from time to time. Except time, with an expectation that Executive shall receive annual awards thereunder in such amounts and in such forms as otherwise provided herein, to earn incentive compensation, the Executive must may be employed determined by the Company on Board or Compensation Committee taking into account the day such compensation practices and programs (including the long-term incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement opportunities) 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. similarly situated executives at peer companies. (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, plans, programs and arrangements of the Company, subject to the terms of and eligibility requirements thereof and as 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 plans, programs and arrangements may be amended or in effect from time to time. The In no event shall Executive be eligible to participate in any severance plan or program of the Company, except as set forth in Section 4 of this Agreement. 2 (e) Vacation. During the Term, Executive shall also be entitled to all paid holidays given by personal leave in accordance with the Company's Policies. Any vacation shall be taken in accordance with Company policy as in effect from time to time. (f) Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive's duties to its executive officers. (f) Equity. the Company in accordance with the Company's expense reimbursement Policy. (g) Key Person Insurance. At any time during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for the Company's sole benefit. The equity awards held by Company shall have the right to determine the amount of insurance and the type of policy. Executive shall continue reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall not 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 the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or the prior written authorization of Executive. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy. (h) Indemnification and D&O Insurance. The Company shall indemnify (and advance expenses to Executive) to the greatest extent permitted by applicable state law and shall provide Executive for Good Reason in either event within with coverage under a directors' and officers' liability insurance policy to the Change in Control Period (as such terms are defined below). same extent provided to other senior executives and directors of the Company.
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Compensation and Related Matters.
(a) (a)Annual Base Salary.
The Executive's initial During the Term of Employment, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $400,000 per
year. The Executive's base salary annum (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 as mutually agreed between Executive and the CEO and as approved by the Board or and/or the Compensation Committee of the Board, such bonus to be targeted at forty percent (40%) of Executive's Annual Base Salary (the "Annual Bonus"). Executive's Annual Bonus for 2020 shall be pro-rated for the partial year of service based on the number of days Executive was employed by the Company during 2020. 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. (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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