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 base salary shall be paid at the rate of
$275,000 $300,000 per year.
The Thereafter, the Executive's base salary shall be
reviewed annually subject to periodic review by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") or the Board, provided that the Executive's base salary may be increased but not decreased. 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 Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time ("Incentive Compensation"). The Executive's initial target annual incentive compensation Incentive Compensation shall not be forty less than 40 percent of the Executive's Base Salary (the (referred to herein as "Target Bonus"). Bonus"), subject to increase as determined by the Board or the Compensation Committee. The actual amount of the Executive's annual incentive compensation, 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 Incentive Compensation plan that may be in effect from time to time. time, which terms shall generally be no less favorable in the aggregate to the terms of any Incentive Compensation plan applicable to other executive officers of the Company. Except as may be provided by the Board or the Compensation Committee or as may otherwise provided herein, to earn incentive compensation, be set forth in the applicable Incentive Compensation plan or this Agreement, the Executive must be employed by the Company on the day date such incentive compensation Incentive Compensation is paid. paid in order to earn or receive any annual Incentive Compensation. 2 (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 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 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) Parent Equity. The Parent will grant Executive the following equity awards held by (the "Equity Awards"): (i) Initial Grant of Stock Options: On the Executive Closing Date, Parent shall continue grant a stock option to purchase 600,700 shares of class A common stock of Parent ("Parent Stock"), which shall be governed by subject to the terms and conditions of the Company's applicable Cano Health, Inc. 2021 Stock Option and Incentive Plan (the "2021 Plan") and an equity incentive plan(s) and award agreement substantially in the applicable form of the Non-Qualified Stock Option Agreement attached hereto as Exhibit C. (ii) Initial Grant of Restricted Stock Units: Immediately subsequent to the filing of a Form S-8 by Parent, which filing shall be made by Parent as soon as reasonable possible after the Closing Date, Parent shall grant an award agreement(s) governing of restricted stock units in respect of 200,000 shares of Parent Stock, which shall be subject to the terms and conditions of such the Cano Health, Inc. 2021 Plan and an equity award agreement substantially in the form of the Restricted Stock Unit Award Agreement attached hereto as Exhibit D. (iii) Annual Equity Award: Subject to approval by the Board or Compensation Committee, the Executive shall also be eligible to receive an annual equity award with a target value of $646,000 (the "Target Annual Equity Award Value") at substantially the same time as annual equity awards held are granted to other executive officers of the Company, which shall be subject to the terms and conditions of the 2021 Plan and shall be comprised of a stock option to purchase Parent Stock subject to a form of award agreement substantially in the form of Non-Qualified Stock Option Agreement attached hereto as Exhibit E and/or restricted stock units in respect of Parent Stock subject to an award agreement substantially in the form of Restricted Stock Unit Award Agreement attached hereto as Exhibit F (with such adjustments thereto as reasonably determined by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything Board in its sole discretion, provided that with respect to the contrary in first annual equity award following the Equity Documents, Section 6(a)(ii) Effective Date, any such adjustments to the aggregate value, nature of this Agreement award and performance hurdles shall apply in the event of a termination be immaterial), as allocated among options and RSUs, as determined by the Company without Cause Board or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Compensation Committee.
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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) Incentive Compensation. During Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses incurred by Executive in the Term, 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, Deferred Compensation and Other Executive Retirement Plans. Executive shall be eligible to receive cash participate in all incentive, deferred compensation programs and other Executive retirement plans 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 or other Executive retirement plans. (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 During the Term, the Executive's
initial annual base salary
shall will be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $430,000.00, 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 consistent 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 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 is eligible to earn up to five weeks of paid-time-off ("PTO"), to be accrued on a pro rata basis and subject to the Term in performing services hereunder, in accordance with terms and conditions of the Company's policies and procedures then in effect and established by the Company for its executive officers. relating to PTO. (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 and/or restricted stock agreements (collectively the terms "Equity Documents"). (f) 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, including policies related to remote working arrangements and associated travel.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $515,000 per year. The Executive's base salary shall be
reviewed annually subject to review and may be increased (but not decreased) from time to time 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 usu
...al payroll practices for executive officers. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual target cash incentive compensation shall be forty 75% percent of the Executive's Base Salary (the "Target Bonus"). Salary. The actual amount of the Executive's target annual incentive compensation, if any, shall be determined compensation in effect at any given time is referred to herein as "Target Bonus." The Target Bonus and the sole discretion earning of the Board or the Compensation Committee, any actual bonus is subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, time with the earned amount, which could be $0 if the metrics in the incentive compensation plan are not met, to be approved by the Compensation Committee. Any bonus earned will be paid no later than March 15 of the year following the year to which it relates and 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. similar executives. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. Additionally, the Executive shall have benefits under the Company's Founder Club Use Policy with benefit levels as determined from time to time but that are no less favorable than those approved at the time this Agreement was first approved by the Company's Board of Managers (such benefits, the "Founder Club Use Benefits"). (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for similar executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given (f) Equity. (i) Initial Grant. Following the consummation of the transactions contemplated by the Company BCA (the "Closing Date") and immediately subsequent to its executive officers. (f) Equity. The equity awards held the filing of a Form S-8 by Parent, which filing shall be made by Parent as soon as reasonably possible after the Closing Date, the Executive shall continue will receive a grant of restricted stock units (the "RSUs") for a number of shares of class A common stock of Parent ("Parent Stock") with an aggregate value of $12,500,000 based on the closing price of one share of Parent Stock as of the Closing Date. The Initial Restricted Stock Units will be subject to be governed by the terms and conditions of the Company's applicable Parent equity incentive plan(s) plan then in effect and the applicable equity award agreement(s) governing agreement (the "Equity Documents"), and shall vest in 16 equal quarterly installments following the terms Effective Date, subject to the Executive's continued employment with the Company at each vesting date. (ii) Annual Grants. Each year commencing in 2022, the Executive will be considered for an annual equity award, with the target for the 2022 annual equity award intended to be $4,500,000 so that it results in target total direct compensation that is no less than the median target total direct compensation for CEOs in the Company's compensation peer companies. The actual size of such any annual equity awards held award, including the 2022 annual equity award, will be established at the time of grant by the Executive (collectively, Compensation Committee, will be calculated based on the "Equity Documents"); provided, however, achievement of specific metrics established by the Committee, and notwithstanding anything could be zero if the Compensation Committee's judgment is that metrics established by the Compensation Committee have not been met. Any annual equity award will be subject to the contrary in the Equity Documents, Section 6(a)(ii) with its structure to be established at the time of this Agreement shall apply in the event of a termination grant by the Company without Cause Compensation Committee and may have vesting based solely on performance against metrics (which could be no vesting if the metrics are not met), solely on continued service, or be split between metric-based and service-based. Unless determined otherwise at the time of grant by the Executive for Good Reason Compensation Committee, the service-based portion of any annual equity award will vest in either event within the Change in Control Period (as such terms are defined below). 16 equal quarterly installments.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $257,500 per year. The Executive's base salary shall be
reviewed annually subject to review and may be increased (but not decreased) from time to time 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 usu
...al payroll practices for executive officers. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive The Executive's target annual target cash incentive compensation as determined by shall be 37.5% of the Board or the Compensation Committee from time to time. Executive's Base Salary. The Executive's initial target annual incentive compensation shall be forty percent in effect at any given time is referred to herein as "Target Bonus." The Target Bonus and the earning of the Executive's Base Salary (the "Target Bonus"). The any 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, bonus is subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, time with the earned amount, which could be $0 if the metrics in the incentive compensation plan are not met, to be approved by the Compensation Committee. Any bonus earned will be paid no later than March 15 of the year following the year to which it relates and 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. similar executives. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. Additionally, the Executive shall have benefits under the Company's Founder Club Use Policy with benefit levels as determined from time to time but that are no less favorable than those approved at the time this Agreement was first approved by the Company's Board of Managers (such benefits, the "Founder Club Use Benefits"). (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for similar executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given (f) Equity. (i) Initial Grant. Following the consummation of the transactions contemplated by the Company BCA (the "Closing Date") and immediately subsequent to its executive officers. (f) Equity. The equity awards held the filing of a Form S-8 by Parent, which filing shall be made by Parent as soon as reasonably possible after the Closing Date, the Executive shall continue will receive a grant of restricted stock units (the "RSUs") for a number of shares of class A common stock of Parent ("Parent Stock") with an aggregate value of $6,250,000 based on the closing price of one share of Parent Stock as of the Closing Date. The Initial Restricted Stock Units will be subject to be governed by the terms and conditions of the Company's applicable Parent equity incentive plan(s) plan then in effect and the applicable equity award agreement(s) governing agreement (the "Equity Documents"), and shall vest in 16 equal quarterly installments following the terms Effective Date, subject to the Executive's continued employment with the Company at each vesting date. (ii) Annual Grants. Each year commencing in 2022, the Executive will be considered for an annual equity award, with the target for the 2022 annual equity award intended to be $1,650,000 so that it results in target total direct compensation that is consistent with the target total direct compensation of such similarly situated individuals serving as Executive Chairmen. The actual size of any annual equity awards held award, including the 2022 annual equity award, will be established at the time of grant by the Executive (collectively, Compensation Committee, will be calculated based on the "Equity Documents"); provided, however, achievement of specific metrics established by the Committee, and notwithstanding anything could be zero if the Compensation Committee's judgment is that metrics established by the Compensation Committee have not been met. Any annual equity award will be subject to the contrary in the Equity Documents, Section 6(a)(ii) with its structure to be established at the time of this Agreement shall apply in the event of a termination grant by the Company without Cause Compensation Committee and may have vesting based solely on performance against metrics (which could be no vesting if the metrics are not met), solely on continued service, or be split between metric-based and service-based. Unless determined otherwise at the time of grant by the Executive for Good Reason Compensation Committee, the service-based portion of any annual equity award will vest in either event within the Change in Control Period (as such terms are defined below). 16 equal quarterly installments.
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Compensation and Related Matters. (a) Base Salary.
The Executive's Your initial base salary shall be paid at the rate of
$275,000 $360,000 per year.
The Executive's Your base salary shall be
reviewed annually subject to periodic review 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 offic
...ers. 1 (b) Incentive Compensation. During the Term, the Executive You shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Your initial target annual incentive compensation shall be forty percent (40%) of the Executive's your Base Salary (the Salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's your 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 To earn incentive compensation, the Executive you must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive You shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive you 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 You 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 You 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 you 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 you (collectively, the "Equity Documents"); 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 you 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 will be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $185,000, 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
...consistent 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. Committee. The Executive's initial target annual incentive compensation shall bonus will be forty percent targeted at 30% 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 is eligible to earn up to four weeks of paid-time-off ("PTO"), to be accrued on a pro rata basis and subject to the Term in performing services hereunder, in accordance with terms and conditions of the Company's policies and procedures then in effect and established by the Company for its executive officers. relating to PTO. (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 the terms of such equity awards held by the Executive (collectively, stock option and/or restricted stock agreements (collectively the "Equity Documents"); provided, however, Documents"). Provided and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 5 of this Agreement shall apply in the event of a termination by Sale Event. (f) Reimbursement of Business Expenses. The Company shall reimburse the Company without Cause or Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive for Good Reason in either event within connection with the Change in Control Period (as Company's business. Expense reimbursement shall be subject to such terms are defined below). policies the Company 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) Base Salary.
The Executive's Your initial base salary shall be paid at the rate of
$275,000 $368,000 per year.
The Executive's Your base salary shall be
reviewed annually subject to periodic review 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 offic
...ers. (b) Incentive Compensation. During the Term, the Executive You shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Your initial target annual incentive compensation shall be forty percent (40%) of the Executive's your Base Salary (the Salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's your 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 To earn incentive compensation, the Executive you must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive You shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive you 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 You 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 You 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 you 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 you (collectively, the "Equity Documents"); 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 you 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 Your initial base salary shall be paid at the rate of
$275,000 $419,000 per year.
The Executive's Your base salary shall be
reviewed annually subject to periodic review 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 offic
...ers. (b) Incentive Compensation. During the Term, the Executive You shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Your initial target annual incentive compensation shall be forty percent (40%) of the Executive's your Base Salary (the Salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's your 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 To earn incentive compensation, the Executive you must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive You shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive you 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 You 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 You 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 you 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 you (collectively, the "Equity Documents"); 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 you 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 Company shall continue the Employee's base salary
shall be paid at
the rate of $275,000 per year. The Executive's base salary shall be reviewed annually its current rate, subject to annual review by the
Company's Board
or the Compensation Committee of
the Board (the "Compensation Committee"). Directors ("Board"). 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 consist
...ent with the Company's usual payroll practices for executive officers. practices. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent 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"); Documents"). (c) Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. (d) Other Benefits. During the Term, the Employee shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans provided, however, and notwithstanding anything the Employee shall not be entitled 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). paid vacation.
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