Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te
...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $407,800 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 $371,900 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 $561,688 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the Board
or and/or the Compens
...ation Committee of the Board (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. ("Compensation Committee") not less than annually. (b) Incentive Compensation. Annual Bonus. During the Term, the Executive shall be eligible to receive cash incentive compensation as a discretionary annual bonus based on Executive's achievement of performance objectives determined by the Board or Compensation Committee, such bonus to be targeted at 50% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Compensation Committee of the Board shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive's continuous employment through the date of payment. (c) Benefits. During the Term, Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefit. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e) Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). vacation policy.
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary shall be
paid at in in the
rate amount of
$275,000 per year. Four Hundred Thousand ($400,000.00) Dollars 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 required to, increase the base salary. However, the Executive's bas...e 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 her duties hereunder in accordance with the Company's general policies, as amended from time to time. 1 (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 in the
rate amount of
$275,000 per year. Three Hundred and Eighty Thousand ($380,000.00) Dollars 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 required to, increase the base salary. However, the Execut...ive'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 As of January 13, 2019, Executive's
initial base salary
shall be paid was set at the rate of
$275,000 $700,000 per
year. The year (as may be adjusted from time to time, the "Base Salary"), subject to withholdings and deductions, shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Executive's
base salary Base Salary shall be reviewed
annually by the Board
or and/or the Compensation Committee of the Board
(the "Compensat...ion 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. least annually. (b) Incentive Compensation. Annual Bonus. During the Term, the Executive shall be eligible to receive cash incentive compensation as an annual performance bonus (the "Annual Bonus") targeted at 100% of Executive's Base Salary, on such terms and conditions determined by the Board or and/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"). Board. The actual amount of the Executive's annual incentive compensation, if any, shall any Annual Bonus (if any) will be determined in the sole discretion of the Board or and/or the Compensation Committee, Committee of the Board and, except as specifically otherwise provided under Section 6, will be (a) subject 2 to achievement of any applicable bonus objectives and/or conditions determined by the Board and/or the Compensation Committee of the Board, (b) subject to Executive's continued employment with the Company through the date of approval of the bonus amount by the Board and/or the Compensation Committee of the Board, and (c) payable to Executive during the year following the end of the applicable calendar year at the same time as annual bonuses for other Company executives are generally paid, but in no event later than March 15th of the year following the year to which such Annual Bonus relates. (c) Benefits; Indemnification and Insurance. During the Term, Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to 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. Executive shall be covered under indemnification arrangements to the fullest extent permitted under applicable incentive compensation plan that may be state law and the Company's by-laws and shall participate in the Company's directors' and officers' liability insurance policies at not less than the level provided for the Company's other senior executive officers and directors. (d) Business Expenses. During the Term, 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 expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, (e) Vacation. During the Term, Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). vacation policy.
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary
shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually is $485,100, which is subject to review and redetermination by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") 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 consisten
...t with 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 to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by Company's business. Additionally, the Company without Cause or by has specifically committed to reimburse the Executive for Good Reason in either event within up to 26 business/economy round trip tickets to and from Indiana on an annual basis. Expense reimbursement shall be subject to such policies the Change in Control Period (as such terms are defined below). Company 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
at a rate initially of $500,000 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 10% 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 in consultation with Executive. 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. 2 (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. (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 the reasonable convenience of the Executive. (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
shall be paid at the rate of
$275,000 $340,000 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the CEO, and, as applicable, th...e Board 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 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) Base Salary.
The During the Term, the Executive's
initial annual base salary shall be
paid at the rate of $275,000 per year. $390,000.00. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee of the Board
(the "Compensation Committee"). and shall be subject to increase but not decrease while Executive is serving in the Chief Commercial Officer role. The
annual base salary in effect at any given time is referred to herein as "Base Sala
...ry." 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) Sign On Bonus. Executive shall receive a one-time sign on bonus of $100,000.00 (the "Sign On Bonus"). This payment shall be subject to legally required tax withholdings. Executive agrees that if she terminates her employment within 12 months of the Effective Date, for any reason, and regardless of whether Executive has Good Reason (as defined in this Agreement) to terminate her employment, Executive shall repay the entire Sign On Bonus in accordance with the Company's policies then in effect concerning such bonuses. 1 (c) Equity. In connection with the commencement of the Executive's employment, subject to the approval of the Board or the Compensation Committee of the Board, the Executive shall be granted (i) a stock option to purchase 80,000 shares of the Company's common stock (the "Stock Option Award") at an exercise price per share equal to the closing price of the Company's common stock on the Nasdaq Global Select Market on the date of grant (or, or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported) and (ii) 4,500 restricted stock units (the "RSU Award"). Subject to the approval by the Board or the Compensation Committee of the Board, the date of grant for the Stock Option Award and RSU Award is anticipated to be the first day of the month after the Effective Date. Each restricted stock unit will entitle the Executive to one share of the Company's common stock if and when the restricted stock unit vests. The Stock Option Award will vest with respect to 25% of the shares of Company common stock underlying the Stock Option Award on the first anniversary of the date of grant (the "Vesting Commencement Date"), and the remaining 75% of the shares of Company common stock underlying the Stock Option Award shall vest in 36 equal monthly installments following the Vesting Commencement Date, subject to the Executive's continued full-time employment with the Company through each applicable vesting date. The RSU Award shall vest in four equal annual installments following the Vesting Commencement Date, subject to the Executive's continued full-time employment with the Company through each applicable vesting date. The Stock Option Award and the RSU Award will each be subject to all terms and conditions and other provisions set forth in the Company's 2015 Stock Option and Incentive Plan (as amended and/or restated from time to time) and a separate agreement for the Stock Option Award and for the RSU Award, which the Executive will be required to sign as a condition to receiving the Stock Option Award and RSU Award (collectively the "Equity Documents"). The Executive may also be eligible to receive future equity awards, in the sole discretion of the Board or the Compensation Committee of the Board. (d) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee of the Board from time to time. The Executive's initial target annual incentive compensation shall be forty percent 40% of the Executive's her Base Salary (the "Target Bonus"). Incentive Compensation"). The actual amount of the Board shall weigh its bonus determination as follows: 75% on Company performance and 25% on 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 individual performance. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) For the year 2018, the Executive shall be eligible to receive a pro-rated bonus based upon the period of time Executive is employed at the Company during the 2018 calendar year. (e) 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 senior executive officers. (d) (f) 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. 2 (g) Vacations. During the Term, the Executive shall be entitled to take accrue 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). policy.
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