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 $324,000, 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 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) Base Salary. The Executive's
initial annual base salary shall be
paid at in the
rate amount of
$275,000 per year. Ninety-Five Thousand ($95,000.00) Dollars (based upon Part-Time twenty-five (25%) percent effort to the Company) starting December 1, 2020 and continuing thereafter. The Executive's base salary shall be reviewed annually by the Board
or in consultation with the
Compensation Committee of Company's annual budget, and the Board
(the "Compensation Committee"). may, but shall not be r...equired to, increase the base salary. However, the Executive's base salary may not be decreased by the Board other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives. 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. senior executives. 1 (b) Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses incurred by Executive in the performance of his duties hereunder in accordance with the Company's general policies, as amended from time to time. (c) Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity plans. Executive understands that, except when prohibited by applicable law, the Company's benefit plans may be amended by the Company from time to time in its sole discretion. (d) Incentive and Deferred Compensation. During the Term, the Executive shall be eligible to receive cash participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation as determined by to Executive if such payment would not otherwise be required under the Board or terms of the Compensation Committee from time to time. The Executive's initial target annual Company's incentive compensation shall programs. (e) Bonus Compensation. Executive will be forty percent eligible for an annual bonus of the Executive's Base Salary (the "Target Bonus"). The actual amount at least Twenty-Five (25%) of the Executive's your annual incentive compensation, if any, shall be base salary ("Annual Target Bonus"), determined in the sole discretion of the Board or Compensation Committee of the Company and based upon the Company's performance and your individual performance, as recommended by the CEO. Your compensation is subject to change in the sole discretion of the Compensation Committee, subject to the terms Committee 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 and will be reviewed on the day such incentive compensation is paid. (c) Expenses. The an annual basis. (f) Vacation; Paid Time Off. Executive shall be entitled to receive prompt reimbursement earn at least ten (10) hours of Paid Time Off ("PTO") each month, which will be forwarded to the employee's PTO "bank" on the first Monday of each month, for all reasonable expenses incurred by a maximum of 120 hours per year (15 days). For purposes of this policy, the Executive during "PTO year" begins on January 1 of each year, as per 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 Employee Handbook. 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 other paid time off in accordance with the Company's applicable paid time off policy policies for executives, Executives as such policies may be in effect exist 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 amount of
$275,000 per year. Four Hundred Seventy-Five Thousand ($475,000.00) Dollars starting December 1, 2020. The Executive's base salary shall be reviewed annually by the Board
or in consultation with the
Compensation Committee of Company's annual budget, and the Board
(the "Compensation Committee"). may, but shall not be required to, increase the base salary. However, the Executive's base salary may not be... decreased by the Board other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives. 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. senior executives. (b) Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses incurred by Executive in the performance of his duties hereunder in accordance with the Company's general policies, as amended from time to time. (c) Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity plans. Executive understands that, except when prohibited by applicable law, the Company's benefit plans may be amended by the Company from time to time in its sole discretion. 1 (d) Incentive and Deferred Compensation. During the Term, the Executive shall be eligible to receive cash participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation as determined by to Executive if such payment would not otherwise be required under the Board or terms of the Compensation Committee from time to time. The Executive's initial target annual Company's incentive compensation shall programs. (e) Bonus Compensation. Executive will be forty percent eligible for an annual bonus of the Executive's Base Salary (the "Target Bonus"). The actual amount at least Twenty-Five (25%) of the Executive's your annual incentive compensation, if any, shall be base salary ("Annual Target Bonus"), determined in the sole discretion of the Board or Compensation Committee of the Company and based upon the Company's performance and your individual performance. Your compensation is subject to change in the sole discretion of the Compensation Committee, subject to the terms Committee 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 and will be reviewed on the day such incentive compensation is paid. (c) Expenses. The an annual basis. (f) Vacation; Paid Time Off. Executive shall be entitled to receive prompt reimbursement earn at least ten (10) hours of Paid Time Off ("PTO") each month, which will be forwarded to the employee's PTO "bank" on the first Monday of each month, for all reasonable expenses incurred by a maximum of 120 hours per year (15 days). For purposes of this policy, the Executive during "PTO year" begins on January 1 of each year, as per 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 Employee Handbook. 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 other paid time off in accordance with the Company's applicable paid time off policy policies for executives, Executives as such policies may be in effect exist 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 $309,000 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 established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at 25% 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) Base Salary. The Executive's
initial annual base salary shall be
paid at in the
rate of $275,000 per year. amount Two Hundred Thousand ($200,000.00) Dollars (based upon Part-Time sixty (60%) percent effort to the Company) starting December 1, 2020 and continuing thereafter. The Executive's base salary shall be reviewed annually by the Board
or in consultation with the
Compensation Committee of Company's annual budget, and the Board
(the "Compensation Committee"). may, but shall not be requir...ed to, increase the base salary. However, the Executive's base salary may not be decreased by the Board other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives. 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. senior executives. 1 (b) Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses incurred by Executive in the performance of his duties hereunder in accordance with the Company's general policies, as amended from time to time. (c) Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity plans. Executive understands that, except when prohibited by applicable law, the Company's benefit plans may be amended by the Company from time to time in its sole discretion. (d) Incentive and Deferred Compensation. During the Term, the Executive shall be eligible to receive cash participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation as determined by to Executive if such payment would not otherwise be required under the Board or terms of the Compensation Committee from time to time. The Executive's initial target annual Company's incentive compensation shall programs. (e) Bonus Compensation. Executive will be forty percent eligible for an annual bonus of the Executive's Base Salary (the "Target Bonus"). The actual amount at least Twenty-Five (25%) of the Executive's your annual incentive compensation, if any, shall be base salary ("Annual Target Bonus"), determined in the sole discretion of the Board or Compensation Committee of the Company and based upon the Company's performance and your individual performance, as recommended by the CEO. Your bonus compensation is subject to change in the sole discretion of the Compensation Committee, subject to the terms Committee 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 and will be reviewed on the day such incentive compensation is paid. (c) Expenses. The an annual basis. (f) Vacation; Paid Time Off. Executive shall be entitled to receive prompt reimbursement earn at least ten (10) hours of Paid Time Off ("PTO") each month, which will be forwarded to the employee's PTO "bank" on the first Monday of each month, for all reasonable expenses incurred by a maximum of 120 hours per year (15 days). For purposes of this policy, the Executive during "PTO year" begins on January 1 of each year, as per 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 Employee Handbook. 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 other paid time off in accordance with the Company's applicable paid time off policy policies for executives, Executives as such policies may be in effect exist 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 $304,500 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 25% 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) Base Salary.
The During the Term, the Executive's
initial base salary
shall will be paid at the rate of
$275,000 $429,000 per
year. The Executive's base salary shall be reviewed annually year, subject to redetermination by the
Company's Board
of Directors (the "Board") or the Compensation Committee of the Board (the "Compensation Committee"). 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 co
...nsistent with the Company's usual payroll practices for executive officers. senior executives. (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 Board or the Compensation Committee from time to time. The Executive's initial target Commencing in calendar year 2022, the annual incentive compensation shall bonus will be forty percent targeted at 40% of the Executive's Base Salary (the "Target Bonus"). The actual amount bonus is discretionary and will be subject to the CEO's assessment of the Executive's annual incentive compensation, performance as well as business conditions of the Company. The Executive's bonus, if any, shall will be determined in paid by March 15 following 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 PTO: During the Term, the Executive during the Term in performing services hereunder, is eligible to earn paid-time-off ("PTO"), in accordance with the Company's policies and procedures then in effect relating to PTO and established by the Company for its executive officers. may be amended from time to time. (d) Other 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, plans, subject to the terms and the conditions of such plans and to the Company's ability to amend and modify 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 Executive's equity awards held by the Executive compensation shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) Stock Option and Incentive Plan, as may be amended, and the applicable award agreement(s) governing stock option, restricted stock and/or restricted stock unit agreements (collectively the "Equity Documents"). In connection with the commencement of the Executive's new position, the Company will request that the Company's Board of Directors (the "Board") grant the Executive (i) 66,000 shares of the Company's common stock (the "Option"), and (ii) 44,000 shares of restricted stock units ("RSUs"), each of which will vest over four years in accordance with the terms of such equity awards held the Equity Documents. In the event of any conflict between the Equity Documents and this Agreement, the Equity Documents shall control. (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, including policies related to remote working arrangements and associated travel.
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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 $295,000 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 established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at 40% 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
shall be paid at the rate of
$275,000 $387,400 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 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 40% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved 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 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
shall be paid at the rate of
$275,000 $432,600 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, and, as applicable, ...the 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 BOARD, 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 BOARD 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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