Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te
...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary shall be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $430,000 subject to redetermination by the Board or the Compensation
Committee of the Board (the "Compensation Committee"). 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
executi...ve officers. senior executives. (b) Incentive Compensation. During the Term, the Bonus. The Executive shall be eligible for annual bonus compensation. The Executive's target annual bonus shall be 55% of the Executive's Base Salary, subject to receive cash incentive compensation 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" and the actual amount paid in a given year shall be a "Bonus." The Bonus may be higher or lower than the Target 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 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 Committee. 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 senior executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms and conditions of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial
annual base salary
rate shall be
paid at increased to $500,000 effective as of the
rate of $275,000 per year. CEO Appointment Date. The Executive's base salary
rate shall be
reviewed annually subject to increase by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") from time to time and shall not be subject to diminution except as provided in Section 3(e)(i). 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. executives. (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive annual cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The time based upon achievement of corporate goals and the Executive's personal goals, in each case as adopted by the Board. Commencing in calendar year 2019, Executive's initial target annual incentive compensation shall be forty fifty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount (50%) of the Executive's annual base salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Annual Cash Incentive Compensation" and the actual Annual Cash Incentive Compensation with respect to any given time is the "Annual Cash Incentive Compensation." To avoid doubt, whether incentive compensation is awarded, the criteria governing any incentive compensation, if any, shall be determined and the amount of any incentive compensation is 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. Board. Except as otherwise provided herein, in Section 5(a), to earn incentive compensation, the Executive must be employed by the Company on the last day such of the calendar year to which the incentive compensation is paid. applies. Annual Cash Incentive Compensation shall be paid on or before March 15th of the calendar year following the year for which the bonus was earned. (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. executives. (d) Other Benefits. During the Term, the The Executive shall be eligible entitled to participate in or receive benefits under the Company's any employee benefit plans plan or arrangement currently maintained or which may, in effect from time the future, be made available by the Company generally to time, its executives, subject to and on a basis consistent with the terms terms, conditions and overall administration of such plans. (e) Paid Time Off. During plan or arrangement. Notwithstanding the Term, foregoing or anything else to the contrary, Executive shall be entitled to take four (4) weeks paid time off in accordance vacation per year. Executive agrees that he will use his best efforts to schedule his absences at times that do not interfere with the Company's applicable paid time off policy for executives, as may be operations of the Company. The Executive's accrual, use and carryover (if any) of vacation is subject in all respects to the standard written policies of the Company in effect from time at such time. 2 (e) Equity Grant. The Company will grant 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 an option (the "Option") under the Company's 2017 Stock Option and Incentive Plan (the "Plan") for the purchase of 305,000 shares of the Company's common stock, at a price per share equal to the closing trading price of the Company's common stock on January 4, 2018 ("Grant Date"). The Option shall continue be subject to vesting over a four-year period commencing on the CEO Appointment Date, with 25% vesting on the one-year anniversary of the vesting commencement date and the balance vesting ratably on a monthly basis over the remaining three-year period. Vesting shall be governed by subject to acceleration as set forth in this Agreement. The Option shall be subject to the terms and conditions of provisions set forth in the Company's applicable equity incentive plan(s) Plan and in a separate option agreement between the Company 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). Executive.
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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. $370,000. The Executive's base salary
rate shall be
reviewed considered annually by the Board
or the Compensation Committee of Directors of the
Board Company (the
"Compensation Committee"). "Board"). The
annual base salary in effect at any given time is referred to herein as "Base Salary."
The Base Salary may be increased, but not decreased, from time to time in the sole discretion of the ...Employer. 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 thirty-five percent (35%) 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 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, time for 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 plans. (e) Paid Time Off. During benefit plans, may be changed by the Term, the Company at any time and from time to time without advance notice and without recourse by Executive. (d) Vacation. The Executive shall be entitled eligible for up to take paid time off in accordance with 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 Executive agrees that the Company's applicable paid time off vacation policy shall apply to vacations. (e) Restricted Stock Units. The Executive's rights in and eligibility for executives, equity incentive compensation, as may be defined 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 During the Term, the Executive's
initial annual base salary
shall will be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $500,000, subject to redetermination 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 will be payable in a manner that is consistent with the Company's
...usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive be considered for annual cash incentive compensation bonus as determined by the Board or the Compensation Committee of the Board (the "Compensation Committee") from time to time. The Executive's initial target annual incentive compensation shall be forty percent of time (the "Bonus"), with the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, Bonus, if any, shall be determined in the sole discretion of based upon the Board or the Compensation Committee, Committee's assessment of achievement of certain pre-determined performance goals. The Executive's initial annual target Bonus is 50% of the Base Salary, and such percentage is subject to review and redetermination by the terms of any Board or the Compensation Committee (the "Target Bonus Percentage"). The Executive's Bonus, if any, will be paid by March 15 following the applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to Bonus year. To earn incentive compensation, a Bonus, the Executive must be employed by the Company on the day such incentive compensation Bonus is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by PTO: During the Term, the Executive during is eligible to earn paid-time-off ("PTO"), to be accrued on a pro rata basis and subject to the Term in performing services hereunder, in accordance with terms and conditions of the Company's policies and procedures then in effect and established by the Company for its executive officers. relating to PTO. (d) Other Benefits. During the Term, the Executive shall will be eligible entitled to continue to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, plans, subject to the terms and the conditions of such plans and to the Company's ability to amend and modify such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The Executive's equity awards held by the Executive compensation shall continue to be governed by the terms and conditions of the Company's applicable Company equity incentive plan(s) plan, as may be amended, and the applicable award agreement(s) governing the terms of such equity awards held by stock option and/or restricted stock agreements associated with any grants made to the Executive (collectively, (collectively the "Equity Documents"); provided, however, Documents"). Provided, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 5 of this Agreement shall apply in the event of a termination by Terminating Event within a "Sale Event Period" (defined herein to mean on or within the 12 month period commencing with a Sale Event). (f) Reimbursement of Business Expenses. The Company without Cause or shall reimburse the Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive for Good Reason in either event within connection with the Change in Control Period (as Company's business. Expense reimbursement shall be subject to such terms are defined below). policies the Company may adopt from time to time, included with respect to pre-approval.
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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 $468,277.16 (four hundred sixty-eight thousand, two hundred seventy-seven dollars and sixteen cents) per year.
The Thereafter, the Executive's base salary shall be
reviewed annually subject to periodic review by the
Board CEO or the
Compensation Committee of Board, provided that the
Board (the "Compensation Committee"). Executive's base salary may be increased but not decreased. The base salary in effect a
...t any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time ("Incentive Compensation"). The Executive's initial target annual incentive compensation Incentive Compensation shall not be forty less than 0% zero percent of the Executive's Base Salary (the (referred to herein as "Target Bonus"). Bonus"), subject to increase as determined by the CEO or the Board or the Compensation Committee. The actual amount of the Executive's annual incentive compensation, Incentive Compensation, if any, shall be determined in the sole discretion of the CEO or the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation Incentive Compensation plan that may be in effect from time to time. time, which terms shall generally be no less favorable in the aggregate to the terms of any Incentive Compensation plan applicable to other executive officers of the Company. Except as may be provided by the Board or the Compensation Committee or as may otherwise provided herein, to earn incentive compensation, be set forth in the applicable Incentive Compensation plan or this Agreement, the Executive must be employed by the Company on the day date such incentive compensation Incentive Compensation is paid. paid in order to earn or receive any annual Incentive Compensation. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. (f) Parent Equity. The Parent will grant Executive the following equity awards (the "Equity Awards"): (i) Annual Equity Award: Subject to approval by the CEO or Board or Compensation Committee, the Executive shall also be entitled eligible to all paid holidays given by receive an annual equity award with a target value of $1,000,000.00 (one million dollars) (the "Target Annual Equity Award Value") at substantially the Company to its executive officers. (f) Equity. The same time as annual equity awards held by are granted to other executive officers of the Executive Company, which shall continue be subject to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) 2021 Stock Option and Incentive Plan (the "2021 Plan") and shall be comprised of a stock option to purchase Parent Stock subject to a form of award agreement substantially in the applicable form of Non- Qualified Stock Option Agreement attached hereto as Exhibit B and/or restricted stock units in respect of Parent Stock subject to an award agreement(s) governing agreement substantially in the terms form of Restricted Stock Unit Award Agreement attached hereto as Exhibit B (with such equity awards held adjustments thereto as reasonably determined by the Executive (collectively, Board in its sole discretion), as allocated among options and RSUs as determined by the "Equity Documents"); provided, however, and notwithstanding anything to CEO or the contrary in the Board or Compensation Committee. (ii) One Time Equity Documents, Section 6(a)(ii) Award: In consideration of Executive's execution of this Agreement shall apply the Company will grant an award of equity with a value of 250,000 (two hundred fifty thousand) shares in the event form of a termination by the Company without Cause or by Restricted Stock Unit Award Agreement attached hereto as Exhibit B vesting pro-rata over four (4) years commencing on the Executive for Good Reason in either event within first anniversary of the Change in Control Period (as such terms date of grant which will be the next date that quarterly RSU grant award agreements are defined below). issued following the execution of this Agreement.
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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. $395,000. The Executive's base salary
rate shall be
reviewed annually subject to increase by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") from time to time and shall not be subject to diminution except as provided in Section 3(e)(i). The
annual base salary in effect at any given time is referred to herein as "Base Salary." The Base S
...alary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. the Executives. (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash annual incentive compensation as determined by the Board or the Compensation Committee from time to time. time based upon such goals and criteria as the Board determines, which may, in the Board's discretion, include the achievement of corporate goals and the Executive's personal goals. The Executive's initial target annual incentive compensation shall be forty 40% percent of the Executive's Base Salary (the annual base salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). The Annual Incentive Compensation" and the actual Annual Incentive Compensation with respect to any given time is the "Annual Incentive Compensation." To avoid doubt, whether incentive compensation is awarded, the criteria governing any incentive compensation, and the amount of the Executive's annual any incentive compensation, if any, shall be determined compensation are each 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. Board. Except as otherwise expressly provided herein, in Section 5(a) (Change in Control Payment), to earn incentive compensation, the Executive must be employed by the Company on the last day such of the calendar year to which the incentive compensation is paid. applies. Any earned Annual Incentive Compensation shall be paid on or before March 15th of the calendar year following the year with respect to which the bonus was earned. Any annual incentive compensation for 2021 shall be prorated based on when the Start Date occurs. (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 subject to the policies and procedures then in effect and established by the Company for its executive officers. the Executives. (d) Travel and Related Expenses. Pending relief from the COVID-19 pandemic and restrictions related to workplace attendance for Allena employees, it is expected that the Executive will travel to the Company's Massachusetts offices regularly in order to perform the duties of the Executive's CFO role. To help defray the cost of the Executive's travel expenses, beginning on the Start Date, for each trip that the Executive takes from the Executive's home in North Carolina to the Company's place(s) of business in Massachusetts for business purposes, the Company will: (i) pay the Executive a stipend of $750 plus (ii) reimburse the Executive for the cost of one, round-trip, coach-class ticket between North Carolina and Boston (collectively, the "Travel Payments"). The Travel Payments for each month shall be payable each month in arrears in accordance with the Company's regular payroll practices and will be subject to tax and other withholdings as required by law. (e) Other Benefits. During the Term, the The Executive shall be eligible entitled to participate in or receive benefits under the Company's any employee benefit plans plan currently maintained or which may, in effect from time the future, be made available by the Company generally to time, its the Executives, subject to and on a basis consistent with the terms terms, conditions and overall administration of such plans. (e) Paid Time Off. During the Term, the plan(s). The Executive shall be entitled eligible for (4) weeks' paid vacation per full calendar year, subject in all respects to take paid time off in accordance with the Company's applicable paid time off vacation 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 agrees that the Executive shall continue will use the Executive's best efforts to be governed by schedule the terms and conditions Executive's absences at times that do not interfere with the operations of the Company's applicable equity incentive plan(s) Company. The Executive's accrual, use and the applicable award agreement(s) governing the terms carryover (in each case if any) of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything vacation each are subject in all respects to the contrary the Company's vacation policy 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). effect from time to time.
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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 $350,000 per year.
The Thereafter, the Executive's base salary shall be
reviewed annually subject to periodic review by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") or the Board, provided that the Executive's base salary may be increased but not decreased. The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary
...shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time ("Incentive Compensation"). The Executive's initial target annual incentive compensation Incentive Compensation shall not be forty less than 50 percent of the Executive's Base Salary (the (referred to herein as "Target Bonus"). Bonus"), subject to increase as determined by the Board or the Compensation Committee. The actual amount of the Executive's annual incentive compensation, Incentive Compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation Incentive Compensation plan that may be in effect from time to time. time, which terms shall generally be no less favorable in the aggregate to the terms of any Incentive Compensation plan applicable to other executive officers of the Company. Except as may be provided by the Board or the Compensation Committee or as may otherwise provided herein, to earn incentive compensation, be set forth in the applicable Incentive Compensation plan or this Agreement, the Executive must be employed by the Company on the day date such incentive compensation Incentive Compensation is paid. paid in order to earn or receive any annual Incentive Compensation. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Parent Equity. The Parent will grant Executive the following equity awards held by (the "Equity Awards"): (i) Initial Grant of Stock Options: On the Executive Closing Date, Parent shall continue grant a stock option to purchase 2,820,000 shares of class A common stock of Parent ("Parent Stock"), which shall be governed by subject to the terms and conditions of the Company's applicable Cano Health, Inc. 2021 Stock Option and Incentive Plan (the "2021 Plan") and an equity incentive plan(s) and award agreement substantially in the applicable form of the Non-Qualified Stock Option Agreement attached hereto as Exhibit C. (ii) Annual Equity Award: Subject to approval by the Board or Compensation Committee, the Executive shall also be eligible to receive an annual equity award agreement(s) governing with a target value of $2,411,000 (the "Target Annual Equity Award Value") at substantially the same time as annual equity awards are granted to other executive officers of the Company, which shall be subject to the terms and conditions of the 2021 Plan and shall be comprised of a stock option to purchase Parent Stock subject to a form of award agreement substantially in the form of Non-Qualified Stock Option Agreement attached hereto as Exhibit D and/or restricted stock units in respect of Parent Stock subject to an award agreement substantially in the form of Restricted Stock Unit Award Agreement attached hereto as Exhibit E (with such equity awards held adjustments thereto as reasonably determined by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything Board in its sole discretion, provided that with respect to the contrary in first annual equity award following the Equity Documents, Section 6(a)(ii) Effective Date, any such adjustments to the aggregate value, nature of this Agreement award and performance hurdles shall apply in the event of a termination be immaterial), as allocated among options and RSUs as determined by the Company without Cause Board or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Compensation Committee.
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's
initial annual base salary
shall will be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $385,200, subject to redetermination 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 will be payable in a manner that is consistent with the Company's
...usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive be considered for annual cash incentive compensation bonus as determined by the Board or the Compensation Committee of the Board (the "Compensation Committee") from time to time. The Executive's initial target annual incentive compensation shall be forty percent of time (the "Bonus"), with the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, Bonus, if any, shall be determined in the sole discretion of based upon the Board or the Compensation Committee, Committee's assessment of achievement of certain pre-determined performance goals. The Executive's initial annual target Bonus is 35% of the Base Salary, and such percentage is subject to review and redetermination by the terms of any Board or the Compensation Committee (the "Target Bonus Percentage"). The Executive's Bonus, if any, will be paid by March 15 following the applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to Bonus year. To earn incentive compensation, a Bonus, the Executive must be employed by the Company on the day such incentive compensation Bonus is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by PTO: During the Term, the Executive during is eligible to earn paid-time-off ("PTO"), to be accrued on a pro rata basis and subject to the Term in performing services hereunder, in accordance with terms and conditions of the Company's policies and procedures then in effect and established by the Company for its executive officers. relating to PTO. (d) Other Benefits. During the Term, the Executive shall will be eligible entitled to continue to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, plans, subject to the terms and the conditions of such plans and to the Company's ability to amend and modify such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The Executive's equity awards held by the Executive compensation shall continue to be governed by the terms and conditions of the Company's applicable Company equity incentive plan(s) plan, as may be amended, and the applicable award agreement(s) governing the terms of such equity awards held by stock option and/or restricted stock agreements associated with any grants made to the Executive (collectively, (collectively the "Equity Documents"); provided, however, Documents"). Provided, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) 5 of this Agreement shall apply in the event of a termination by Terminating Event within a Sale Event Period. (f) Reimbursement of Business Expenses. The Company shall reimburse the Company without Cause or Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive for Good Reason in either event within connection with the Change in Control Period (as Company's business. Expense reimbursement shall be subject to such terms are defined below). policies the Company may adopt from time to time, included with respect to pre-approval.
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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. $525,000. 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. The base salary may not be decreased from the initial amount, or once increased, from such increased amount. 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 125 percent of the Executive's his Base Salary (the "Target Bonus"). or such higher amount or percentage determined by the Compensation Committee. 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. 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 an initial equity award of a grant of 125,000 LTIP units. This equity award shall vest ratably over a four year vesting period. 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 In particular, the Term, Executive shall be eligible to participate in the Company's deferred compensation plan and its related rabbi trust. 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). $9,600.
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Compensation and Related Matters. (a) Base Salary.
The Executive's initial base salary During the Transition Period, the Executive shall be paid
a base salary at the rate of
$275,000 $182,500 per year. After the Transition Period, the Executive's base salary rate shall be $365,000 per year. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee of the Board
of Directors (the "Compensation Committee"). The
annual base salary
rate in effect at any given time is referred to h
...erein as "Base Salary." The Executive's 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 After the Term, Transition Period, 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 (40%) of her Base Salary, although any the Executive's Base Salary (the "Target Bonus"). The actual incentive compensation 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 discretionary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Equity. The Executive shall be awarded an option to purchase 60,000 shares of the Common Stock of the Company at an exercise price equal to the closing price of the Company's common stock on the NASDAQ Global Select Market on the first trading day of the first calendar month following the Executive's Start Date and to be memorialized in an Incentive Stock Option Agreement pursuant to the Company's 2013 Stock Option and Incentive Plan. On the Start Date, the Executive shall be awarded restricted stock units for 15,000 shares of the Common Stock of the Company to be memorialized in a Restricted Stock Unit Agreement pursuant to the Company's 2013 Stock Option and Incentive Plan. (d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive her during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. (d) (e) 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 and conditions of such plans. (e) Paid Time Off. (f) Vacations. During the Term, the Executive shall be entitled to take accrue paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). policy.
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