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.
This Section 2 sets forth the compensation and benefits to be provided to the Executive during the Term. (a) Base Salary. The
Executive will continue to pay Executive, as compensation for the performance of the Executive's
initial base duties and obligations hereunder, salary
shall be paid at the rate of
$275,000 $400,000 per year. The Executive's
base salary shall be
reviewed annually subject to annual review not later than March 31st of each year for possible increase by the Board or the Compe
...nsation Committee of the Board (the "Compensation Committee"). Committee"), which may be adjusted from time to time. 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 its executive officers. officers (b) Incentive Compensation. During the Term, the The Executive shall participate in an annual cash incentive compensation plan (the "Annual Bonus Plan"). The Executive will be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. earn an annual bonus for each full calendar year completed (the "Annual Bonus"). The Executive's initial target annual incentive compensation shall Annual Bonus will be forty percent (40%) of the Executive's Base Salary (the "Target Bonus"). Bonus") based on Base Salary in effect on January 1st of the applicable performance period. The actual amount Annual Bonus payable to the Executive with respect to a performance period will be determined by the Compensation Committee based on achieving performance goals and objectives for such calendar year as reasonably determined by the Compensation Committee. The Executive's Annual Bonus shall be paid as soon as administratively practicable after the end of the Executive's annual incentive compensation, if any, shall be determined performance period, but in no event later than the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan March 15th immediately following such period; provided, that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be remain continuously employed by the Company through the date on which the day such incentive compensation is paid. Board approves the actual Annual Bonus amount payable to the Executive to be eligible to receive bonus (except as otherwise provided in Section 4(c) or 5(a)). (c) Expenses. The Company shall promptly pay or reimburse the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in while performing services hereunder, including but not limited to travel expenses and attendance at industry events, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. officers, but in no event later than thirty (30) days submission of a reimbursement request in accordance with such policies or procedures. (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. (f) Stock Ownership Guidelines. The Executive shall also be entitled subject to all paid holidays given the Company's Executive Stock Ownership Guidelines while providing services under this Agreement. (g) Treatment of Equity Awards upon a Change in Control. The following provisions shall apply to any award granted under the Adagio Therapeutics, Inc. 2021 Equity Incentive Plan (the "Plan") or any other plan, agreement or arrangement based on the value of a share of the Company's common stock on or after the Effective Date (collectively, the "Equity Awards") to the extent the Equity Awards are assumed, continued or substituted by the Company to surviving or acquiring entity (or its executive officers. (f) Equity. The equity awards held by parent) in connection with a Change in Control (as defined in the Plan) and the Executive continues to provide services to the Company or its successor following such Change in Control: (i) Except as otherwise provided in the Change in Control transaction's definitive agreement, the Plan or the applicable award agreement, or as set forth in Section 6 below, Equity Awards subject to vesting solely on account of completing periods of covered employment or service (collectively, the "Time-Based Equity Awards") shall continue not immediately accelerate and become fully vested and exercisable or non-forfeitable on such a Change in Control, and 2 DM_US 180923310-7.115049.0011 254193915 v3 (ii) all other Equity Awards, including but not limited to performance stock units vesting based on achieving pre-established performance goals (collectively, the "Performance-Based Equity Awards") shall be governed by the terms and conditions of the Company's applicable equity incentive plan(s) Plan 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). agreement.
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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. $1,100,000. The Executive's base salary shall be
reviewed redetermined annually by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") and may be increased in its discretion but, once increased, may not be 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. senior executives. (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 150 percent of the Executive's his Base Salary (the "Target Bonus"). The or such higher amount or percentage determined by the Compensation Committee. Subject to the provisions of the first sentence of this Section 2(b), the actual amount of the Executive's annual incentive compensation, if any, compensation shall be determined in the sole discretion of the Board or by the Compensation Committee, subject in its sole discretion, based on such factors relating to the terms performance of any applicable incentive compensation plan that may the Company and the Executive and will be in effect from time to time. paid within 75 days following the end of the fiscal year. 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 him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company or the Employer (as applicable) for its senior executive officers. officers, including appropriate limousine service. The Company and the Employer shall reimburse the Executive for the reasonable costs of club memberships up to an amount of $20,000 yearly. (d) Vacations. During the Term, the Executive shall be entitled to accrue up to 30 paid vacation days in each year, which shall be accrued ratably. Accrued and unused vacation may be carried over to the next year to the extent provided in the Company's vacation policy. The Executive shall also be entitled to all paid holidays given by the Company and the Employer to its executives. (e) Equity Awards. The Executive shall be eligible to receive equity awards from the Employer and/or the Company to the extent the Employer and/or the Company maintains an equity award plan or similar program in which senior officers may participate; provided that the actual amount and terms of any such equity awards shall be determined by Compensation Committee, based on Company and individual performance and competitive peer group information. 2 (f) Indemnification. To the fullest extent permitted by law, the Company and the Employer will indemnify the Executive against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, arising by reason of the Executive's status as a current or former director, officer, employee and/or agent of the Company and/or the Employer, any subsidiary or affiliate of the Company and/or the Employer or any other entity to which the Company and/or the Employer appoints the Executive to serve as a director or officer, except for actions outside the scope of his employment. The Company and the Employer agree to use reasonable best efforts to secure and maintain director and officer liability insurance that shall include coverage of the Executive. The Executive shall be entitled to benefit from any officer indemnification arrangements adopted by the Company and/or the Employer, if any, to the same extent as other directors or senior executive officers of the Company and/or the Employer (including the right to such coverage or benefit following the Executive's employment to the extent liability continues to exist). However, the Executive agrees to repay any expenses paid or reimbursed by the Company and/or the Employer (as applicable) for the Executive's indemnification expenses if it is ultimately determined by a final non-appealable court decision that the Executive is not legally entitled to be indemnified by the Company and/or the Employer (as applicable). (g) Life Insurance and Disability Insurance. During the Term, the Company and the Employer shall use its reasonable best efforts to provide the Executive with (i) life insurance coverage in an amount of $5 million and (ii) disability insurance coverage in an amount of at least 60 percent the sum of the Executive's Base Salary and target incentive compensation, in effect from time to time. (h) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's and the Employer's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, In particular, the Executive shall be entitled eligible to take paid time off participate 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 deferred compensation plan and 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). related rabbi trust.
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Compensation and Related Matters. (a)
Base Salary. Consulting Fees. The Executive's initial
base salary consulting fees shall be paid at the rate of
$275,000 $450,000 per year. The Executive's
base salary consulting fees shall be
reviewed annually subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The
base salary annualized consulting fees in effect at any given time is referred to herein as
"Base Salary." "Annualized Consulting Fees." The
Base Salary Annualized Con...sulting Fees 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. The Commencing January 1, 2021, the Executive's initial target annual incentive compensation shall be forty 40% percent of the Executive's Base Salary (the Annualized Consulting Fees. 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 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 as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in the applicable incentive compensation, compensation plan, the Executive must be employed engaged by the Company on the day date such incentive compensation is paid. paid in order to earn or receive any annual incentive compensation. (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 Location. It is understood that during the Term, COVID-19 pandemic, the Executive shall be eligible to participate in or receive benefits under will perform services outside of the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. United States. (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 (i) in the event that the Date of Termination (as defined below) is a result of the Executive's death pursuant to Section 3(a) or disability pursuant to Section 3(b), 25% of the Executive's then-unvested stock options and other stock-based awards held by the Executive, including, without limitation, any awards that are subject to performance-based vesting, except to the extent otherwise provided in the applicable option agreement that governs such performance-based award (the "Equity Awards"), plus an additional 5% for each full year of the Executive's service to the Company, shall immediately accelerate and become fully vested and exercisable or nonforfeitable on the Date of Termination, and (ii) in the event that the Date of Termination is a result of a termination by the Company without Cause under Section 3(d) or a termination by the Executive for Good Reason under Section 3(e), in either event within each case during the Change in Control Period (as such terms are defined below). below), then any outstanding Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable on the Date of Termination.
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Compensation and Related Matters. (a) Base Salary.
The Executive's initial During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $515,000. The
Executive's Employee'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 e...xecutive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Employee's initial target annual incentive compensation shall be forty fifty percent (50%) of the Executive's his Base Salary (the "Target Bonus"). Annual Incentive Compensation"). The actual amount of cash incentive compensation payable to the Executive's annual incentive compensation, if any, shall Employee will be determined in the sole discretion of subject to the Board or Compensation Committee's assessment of your performance, as well as business conditions at the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Company. Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, hereunder upon presentation of receipts and otherwise in accordance with the policies and procedures then in effect and established by the Company for its executive officers. Company. (d) Other Benefits. During the Term, the Executive 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. (e) Paid Time Off. Vacations. During the Term, the Executive Employee 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. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held in accordance with the policies and procedures then in effect and established 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). Company.
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Compensation and Related Matters. (a) Base Salary.
The Executive's initial During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $390,000. The
Executive's Employee'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 e...xecutive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Employee's initial target annual incentive compensation shall be forty percent (40%) of the Executive's her Base Salary (the "Target Bonus"). Annual Incentive Compensation"). The actual amount of cash incentive compensation payable to the Executive's annual incentive compensation, if any, shall Employee will be determined in the sole discretion of subject to the Board or Compensation Committee's assessment of your performance, as well as business conditions at the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Company. Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, hereunder upon presentation of receipts and otherwise in accordance with the policies and procedures then in effect and established by the Company for its executive officers. Company. (d) Other Benefits. During the Term, the Executive 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. (e) Paid Time Off. Vacations. During the Term, the Executive Employee 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. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held in accordance with the policies and procedures then in effect and established 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). Company.
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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 $475,000 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 For the Term, 2021 calendar year, the Executive shall be eligible will receive a bonus payment equal to receive $500,000 if he is employed through the December 31, 2021. Beginning January 1, 2021, the Executive's target annual target cash incentive compensation as determined by shall be 50% 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. 1 (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 vacation property benefits with benefit levels no less favorable than those provided to similarly situated executives. (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 (f) Annual Equity Grants. In 2022, the Executive shall also receive an annual equity award, with the target for the 2022 annual equity award intended to be entitled to all paid holidays given $1,575,000, and he will be considered for annual equity awards in each subsequent year. The size and structure of any annual equity award, including the 2022 annual equity award, will be established at the time of grant by the Company to its executive officers. (f) Equity. The Compensation Committee, will be calculated based on the achievement of specific metrics established by the Compensation Committee, and could be zero if the Compensation Committee's judgment is that metrics established by the Compensation Committee have not been met. Any equity awards held by the Executive shall continue 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 agreements, and may have vesting based solely on performance against metrics (which could be no vesting if the terms metrics are not met), solely on continued service, or be split between metric-based and service-based. Unless determined otherwise at the time of such equity awards held grant by the Executive (collectively, Compensation Committee, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary service-based portion of any annual equity award will vest 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). 16 equal quarterly installments.
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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 January 1, 2021 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 base... salary may not be decreased by the Board other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. senior executives. (b) Expenses. The Company shall promptly reimburse Executive for reasonable travel, entertainment, mileage, and other business expenses incurred by Executive in the performance of her duties hereunder in accordance with the Company's general policies, as amended from time to time. (c) Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, policies, practices and programs maintained by the Company, as in effect from time to time, to the extent consistent with applicable law and the terms of the applicable employee benefit plans, policies, practices and programs, including without limitation health care benefits, any 401k plan and equity plans. Executive understands that, except when prohibited by applicable law, the Company's benefit plans may be amended by the Company from time to time in its sole discretion. 1 (d) Incentive and Deferred Compensation. During the Term, the Executive shall be eligible to receive cash participate in all incentive and deferred compensation programs available to other executives or officers of the Company, such participation to be in the same form, under the same terms, and to the same extent that such programs are made available to other such executives or officers. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation as determined by to Executive if such payment would not otherwise be required under the Board or terms of the Compensation Committee from time to time. The Executive's initial target annual Company's incentive compensation shall programs. (e) Bonus Compensation. Executive will be forty percent eligible for an annual bonus of the Executive's Base Salary (the "Target Bonus"). The actual amount up to Twenty-Five (25%) of the Executive's your annual incentive compensation, if any, shall be base salary, 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 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 three (3) weeks of paid vacation per calendar year. 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 not be entitled to take carry over any accrued, unused vacation days from year to year. The Executive shall receive other paid time off time-off in accordance with the Company's applicable paid time off policy policies for executives, executive officers 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 During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $390,000. The
Executive's Employee'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 e...xecutive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Employee's initial target annual incentive compensation shall be forty percent (40%) of the Executive's his Base Salary (the "Target Bonus"). Annual Incentive Compensation"). The actual amount of cash incentive compensation payable to the Executive's annual incentive compensation, if any, shall Employee will be determined in the sole discretion of subject to the Board or Compensation Committee's assessment of your performance, as well as business conditions at the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Company. Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, hereunder upon presentation of receipts and otherwise in accordance with the policies and procedures then in effect and established by the Company for its executive officers. Company. (d) Other Benefits. During the Term, the Executive 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. (e) Paid Time Off. Vacations. During the Term, the Executive Employee 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. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held in accordance with the policies and procedures then in effect and established 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). Company.
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Compensation and Related Matters. (a) Base Salary.
The Executive's initial During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $410,000. The
Executive's Employee'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 e...xecutive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Employee's initial target annual incentive compensation shall be forty percent (40%) of the Executive's his Base Salary (the "Target Bonus"). Annual Incentive Compensation"). The actual amount of cash incentive compensation payable to the Executive's annual incentive compensation, if any, shall Employee will be determined in the sole discretion of subject to the Board or Compensation Committee's assessment of your performance, as well as business conditions at the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Company. Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, hereunder upon presentation of receipts and otherwise in accordance with the policies and procedures then in effect and established by the Company for its executive officers. Company. (d) Other Benefits. During the Term, the Executive 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. (e) Paid Time Off. Vacations. During the Term, the Executive Employee 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. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held in accordance with the policies and procedures then in effect and established 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). Company.
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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. $650,000. The Executive's base salary shall be
reviewed redetermined annually by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") and may be increased in its discretion but, once increased, may not be decreased. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be pa
...yable in a manner that is consistent with the Company's usual payroll practices for executive officers. senior executives. (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 150 percent of the Executive's his Base Salary (the "Target Bonus"). The or such higher amount or percentage determined by the Compensation Committee. Subject to the provisions of the first sentence in this Section 2 (b), the actual amount of the Executive's annual incentive compensation, if any, compensation shall be determined in the sole discretion of the Board or by the Compensation Committee, subject in its sole discretion, based on such factors relating to the terms performance of any applicable incentive compensation plan that may the Company and the Executive and will be in effect from time to time. paid within 75 days following the end of the fiscal year. 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 him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company or the Employer (as applicable) for its senior executive officers. (d) Vacations. During the Term, the Executive shall be entitled to accrue up to five weeks of vacation each calendar year, which shall accrue proportionally over the course of each calendar year consistent with the Company's vacation policy. Accrued and unused vacation may be carried over to the next year to the extent provided in the Company's vacation policy. The Executive shall also be entitled to all paid holidays given by the Company and the Employer to its executives. (e) Equity Awards. On or about the Effective Date, the Executive shall receive a Promotion Award (the "Promotion Award") in the amount of $1.5 million. The Promotion Award will be granted in the form of LTIP units that will cliff-vest on the fifth anniversary following the date of grant. In addition, the Executive shall be eligible to receive equity awards from the Employer and/or the Company to the extent the Employer and/or the Company maintains an equity award plan or similar program in which senior officers may participate; provided that the actual amount and terms of any such equity awards shall be determined by Compensation Committee, based on Company and individual performance and competitive peer group information. (f) Indemnification. To the fullest extent permitted by law, the Company and the Employer will indemnify the Executive against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, arising by reason of the Executive's status as a current or former director, officer, employee and/or agent of the Company and/or the Employer, any subsidiary or affiliate of the Company and/or the Employer or any other entity to which the Company and/or the Employer appoints the Executive to serve as a director or officer, except for actions outside the scope of his employment. The Company and the Employer agree to use reasonable best efforts to secure and maintain director and officer liability insurance 2 that shall include coverage of the Executive. The Executive shall be entitled to benefit from any officer indemnification arrangements adopted by the Company and/or the Employer, if any, to the same extent as other directors or senior executive officers of the Company and/or the Employer (including the right to such coverage or benefit following the Executive's employment to the extent liability continues to exist). However, the Executive agrees to repay any expenses paid or reimbursed by the Company and/or the Employer (as applicable) for the Executive's indemnification expenses if it is ultimately determined by a final non-appealable court decision that the Executive is not legally entitled to be indemnified by the Company and/or the Employer (as applicable). (g) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's and the Employer's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, In addition, the Executive shall be entitled to take paid time off in accordance with free parking at 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 office and conditions an annual automobile allowance 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). $15,000.
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