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 During the Term, the Executive's initial
annual base salary shall be
paid at the rate of $275,000 per year. $560,000. 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 $1,500,000. 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 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). 2 (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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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary
shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually is $465,000, which is subject to review and redetermination by 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 payr
...oll practices for executive officers. employees. (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 Committee. The Executive's annual target bonus is 50% of the Base Salary, which is subject to review and redetermination by the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus." The actual bonus shall be discretionary and shall be subject to terms and conditions of any applicable bonus plan as may be adopted from time to time. The Executive's initial target annual incentive compensation shall bonus, if any, will be forty percent paid by March 15 of the Executive's Base Salary (the "Target Bonus"). The actual amount of year following 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 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 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 Employee 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, and programs, subject to the terms and the conditions of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled plans and 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 ability to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) amend, modify, replace or terminate such plans and programs. (d) 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 plan(s), the applicable award agreement(s) governing the terms of such equity awards held by the Executive Executive, and Section 4 of the Executive's prior offer letter dated December 6, 2016 (the "Preserved Equity Provision") (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 6(c) 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 Qualified Termination Event within the Change in Control Period (as defined below), to the extent accelerated vesting did not already occur upon a Change in Control in accordance with the Preserved Equity Provision. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for business expenses reasonably and necessarily incurred by the Executive in connection with the Company's business. Expense reimbursement shall be subject to the policies the Company may adopt from time to time, including with respect to pre-approval and limitations. Any reimbursement in one calendar year shall not affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged or liquidated for another benefit or payment. Any business expense reimbursements subject to Section 409A of the Code shall be made no later than the end of the calendar year following the calendar year in which such terms are defined below). business expense is incurred by the Executive.
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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 $550,000 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 fifty percent (50%) 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 254046936 v5 (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 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 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 Executi...ve'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) 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. 1 (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 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.
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 $550,000 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 fifty percent (50%) 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)). 2 (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 (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.
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. 2 (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 (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.
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)). 2 (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 (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 Executive's initial base salary shall be paid at the rate of
$275,000 $450,000 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 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. (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. 1 (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
rate shall be
paid at the rate of $275,000 per year. $475,000. The Executive's base salary
rate shall be
reviewed considered annually by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Board. The
annual 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. the Company's executives. (b) Incentive Compensation. During the Term, the Bonus. The Executive shall be eligible to receive cash incentive compensation an annual discretionary bonus 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 complete discretion of the Board or the Compensation Committee, subject Committee. The Executive's target annual Bonus shall be fifty percent (50%) of the Executive's Base Salary; provided that such target shall not limit the discretion of the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus" and the actual amount received in a given year shall be a "Bonus". The Bonus shall be paid in accordance with the terms and conditions of any applicable incentive compensation bonus plan that as may be in effect adopted from time to time. Except as otherwise provided herein, to To earn incentive compensation, any Bonus, the Executive must be employed by the Company Company, and must not have given or received notice of termination of employment, on the day such incentive compensation Bonus is paid. paid to employees of the Company generally entitled to a Bonus. (c) Expenses. Employee Benefits. The Executive shall be entitled to receive prompt reimbursement eligible for all reasonable expenses incurred by the Executive during the Term participation in performing services hereunder, in accordance with the policies any health, dental, and procedures then in effect other insurance plans that may be established and established maintained by the Company from time to time for its executive officers. employees of the Company, subject to the terms of those plans. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice and without recourse by Executive. (d) Other Benefits. During the Term, the Vacation. The Executive shall be eligible to participate in or receive benefits under accrue four (4) weeks' vacation each calendar year, which shall accrue ratably (on a per day basis) over the course of the year. In other respects, the Company's employee benefit plans vacation policy shall apply to vacations. (e) Restricted Stock Units. The Executive's rights in effect from time to time, subject to and eligibility for equity incentive compensation, as defined in 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 Braeburn Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the "Plan"), will continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and Plan, the applicable award agreement(s) governing Restricted Stock Unit Agreement and any other applicable agreement issued under the terms Plan (collectively, the "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 with respect to pre-approval.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial
annual base salary shall be paid at the rate of
$275,000 per year. $380,000. The Executive's base salary
rate shall be
reviewed considered annually by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Board. The
annual 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 offi...cers. the Company's executives. (b) Incentive Compensation. During the Term, the Bonus. The Executive shall be eligible to receive cash incentive compensation an annual discretionary bonus 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 complete discretion of the Board or the Compensation Committee, subject Committee. The Executive's target annual Bonus shall be forty percent (40%) of the Executive's Base Salary; provided that such target shall not limit the discretion of the Board or the Compensation Committee. The annual target bonus in effect at any given time is referred to herein as the "Target Bonus" and the actual amount received in a given year shall be a "Bonus". The Bonus shall be paid in accordance with the terms and conditions of any applicable incentive compensation bonus plan that as may be in effect adopted from time to time. Except as otherwise provided herein, to To earn incentive compensation, any Bonus, the Executive must be employed by the Company Company, and must not have given or received notice of termination of employment, on the day such incentive compensation Bonus is paid. paid to employees of the Company generally entitled to a Bonus. (c) Expenses. Employee Benefits. The Executive shall be entitled to receive prompt reimbursement eligible for all reasonable expenses incurred by the Executive during the Term participation in performing services hereunder, in accordance with the policies any health, dental, and procedures then in effect other insurance plans that may be established and established maintained by the Company from time to time for its executive officers. employees of the Company, subject to the terms of those plans. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice and without recourse by Executive. (d) Other Benefits. During the Term, the Vacation. The Executive shall be eligible to participate accrue four (4) weeks' vacation each calendar year, which shall accrue ratably (on a per day basis) over the course of the year. In other respects, the Company's vacation policy shall apply to vacations. (e) Restricted Stock Units. The Executive will be entitled to a grant of restricted stock units in or receive benefits the amount of one percent (1%) of the Company's issued and outstanding equity, on a fully-diluted basis, measured as of the Effective Date (the "Equity Compensation"). The Executive's rights in the Equity Compensation are qualified by the terms of The Braeburn Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the "Plan") and the applicable Restricted Stock Unit Agreement issued under the Plan (collectively, the "Equity Documents"). (f) Reimbursement of Business Expenses. The Company shall reimburse the Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive in connection with the Company's employee benefit plans in effect business. Expense reimbursement shall be subject to such policies the Company may adopt from time to time, subject including with respect 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). pre-approval.
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