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 will be
paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually $325,000, 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 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
Executive's initial Company shall continue the Employee's base salary
shall be paid at
the rate of $275,000 per year. The Executive's base salary shall be reviewed annually its current rate, subject to annual review by the
Company's Board
or the Compensation Committee of
the Board (the "Compensation Committee"). Directors ("Board"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consist
...ent with the Company's usual payroll practices for executive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee (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 time, 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. accordance with Company's bonus program. Except as otherwise provided herein, in the Company's bonus program, to earn incentive compensation, the Executive employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive 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 Employee 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, Documents"). (d) Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by her during the Term in performing services hereunder, in accordance with the policies and notwithstanding anything procedures then in effect and established by the Company. (e) Vacation. During the Term, the Employee shall be entitled to paid vacation in accordance with the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement Company's policies and procedures. The Employee shall apply in the event of a termination also be entitled to all paid holidays given by the Company without Cause or in accordance with the policies and procedures then in effect and established by the Executive for Good Reason Company. (f) Other Benefits. During the Term, the Employee shall be eligible to participate in either event within or receive benefits under the Change Company's employee benefit plans in Control Period (as effect from time to time, subject to the terms of such terms are defined below). plans.
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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. $215,000. The Executive's base salary shall be
reviewed re-determined annually 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 fo
...r 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 percent 50% 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 base salary. 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 for its senior 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. Vacations. During the Term, the Executive shall be entitled to take accrue up to fifteen (15) paid time off vacation days in accordance with the Company's applicable paid time off policy for executives, as may each year, which shall be in effect from time to time. accrued ratably. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. executives. (f) Signing Bonus. The Company shall pay the Executive a signing bonus in the form of a cash bonus in a lump sum amount of $25,000 (the "Cash Signing Bonus") within 30 days after the Commencement Date, provided that, if within the 12-month period immediately following the Commencement Date, (i) the Executive terminates his employment other than for Good Reason (as defined below) or (ii) the Company terminates the Executive's employment for Cause (as defined below), then the Executive shall repay the entire Cash Signing Bonus to the Company within 30 days after the Date of Termination (as defined below). The Cash Signing Bonus shall be subject to applicable deductions and tax withholdings. (g) Equity. Subject to approval by the Board or Compensation Committee, the Executive shall also be eligible to participate in the Company's equity incentive plan. In addition, subject to approval by the Board or Compensation Committee and effective upon the Commencement Date: (i) The Company will grant the Executive an award of 20,000 restricted stock units (the "RSU Award"). The RSU Award shall vest over four years, with twenty-five percent of the RSU Award vesting on the one-year anniversary of the Commencement Date and the remaining shares vesting in equal quarterly installments following the one-year anniversary of the Commencement Date, subject to the Executive's continued service relationship with the Company, and shall be governed by the terms and conditions set forth in the Equity Documents (as defined below), including without limitation the applicable award agreement; and (ii) The Company will grant the Executive an option to purchase 50,000 shares of the Company's common stock ("Option Award"). The Option Award shall have an exercise price equal to the closing price of the Company's common stock on the NYSE American on the Commencement Date and shall vest over four years, with twenty-five percent of the Option Award vesting on the one-year anniversary of the 2 Commencement Date and the remaining shares vesting in thirty-six equal monthly installments following the one-year anniversary of the Commencement Date, subject to the Executive's continued service relationship with the Company. The Option Award, together with any other equity awards held by the Executive (including without limitation the RSU Award), 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) 4(b)(ii) or Section 5(a)(ii) of this Agreement (as applicable) shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at
the a rate of
$275,000 $400,000.00 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)
Cash Incentive Compensa
...tion. 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 cash incentive compensation shall be forty 40 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 beginning 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. fiscal year 2020. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid. (c) Signing Bonus. In connection with the Executive's commencement of employment, the Company will pay the Executive a signing bonus of $140,000.00 (the "Signing Bonus"), 100 percent of which will be paid concurrently with the annual bonus payouts for fiscal year 2019 to the current employees of the Company (the "Payment Date"). The Signing Bonus will be subject to tax-related deductions and withholdings. If the Executive resigns the Executive's employment for any reason or the Executive's employment is terminated by the Company for Cause (as defined below) before the first anniversary of the Payment Date, the Executive will be obligated to repay the Company 100 percent of the Signing Bonus within ten days following the Date of Termination. There will be no obligation for repayment of any portion of the Signing Bonus after the first anniversary of the Payment Date. (d) Equity Compensation. In connection with the Executive's commencement of employment, Company management will recommend to the Board or the Compensation Committee that the Executive receive a stock option to purchase 250,000 shares of the Company's common stock under the Company's 2018 Stock Option and Incentive Plan at a per share exercise price determined on the grant date in accordance with the Company's equity grant policies, with 25 percent of the shares underlying the option vesting on the first anniversary of the Effective Date and the remainder of the shares underlying the option vesting thereafter in 12 equal quarterly installments until the fourth anniversary of the Effective Date, subject to the Executive's continued employment with the Company through each such vesting date. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented 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) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at
the a rate of
$275,000 $400,000.00 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)
Cash Incentive Compensa
...tion. 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 cash incentive compensation shall be forty 40 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 beginning 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. fiscal year 2020. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid. (c) Signing Bonus. In connection with the Executive's commencement of employment, the Company will pay the Executive a signing bonus of $125,000.00 (the "Signing Bonus"), 100 percent of which will be paid concurrently with the annual bonus payouts for fiscal year 2019 to the current employees of the Company (the "Payment Date"). The Signing Bonus will be subject to tax-related deductions and withholdings. If the Executive resigns the Executive's employment for any reason or the Executive's employment is terminated by the Company for Cause (as defined below) before the first anniversary of the Payment Date, the Executive will be obligated to repay the Company 100 percent of the Signing Bonus within ten days following the Date of Termination. There will be no obligation for repayment of any portion of the Signing Bonus after the first anniversary of the Payment Date. (d) Equity Compensation. In connection with the Executive's commencement of employment, Company management will recommend to the Board or the Compensation Committee that the Executive receive a stock option to purchase 350,000 shares of the Company's common stock under the Company's 2018 Stock Option and Incentive Plan at a per share exercise price determined on the grant date in accordance with the Company's equity grant policies, with 25 percent of the shares underlying the option vesting on the first anniversary of the Effective Date and the remainder of the shares underlying the option vesting thereafter in 12 equal quarterly installments until the fourth anniversary of the Effective Date, subject to the Executive's continued employment with the Company through each such vesting date. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented 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) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $413,500 USD per year. 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"). The base salary in effect at any given time is referred to herein as "Base Salary."
At the Company's sole discretion, the Base Salary will be converted into and payable as Canadian dollars at the exchange rate on the... date of payment as set by the Company's financial institution. 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 an annual discretionary bonus (the "Bonus") of up to forty percent (40%) percent of the Base Salary subject to the achievement of objectives established and assessed 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 Committee acting in good faith. Any Bonus that the Executive may receive may vary significantly from year to year. There is no representation that a Bonus in one year will be comparable to another year. There is no implied term that, if the terms amount of any applicable incentive compensation plan that may Bonus is lower in any subsequent year, the Company will compensate the Executive for such difference. Under no circumstances is the Bonus to be in effect from time to time. considered part of the Base Salary or other regular employment income. The Bonus, if any, will be paid when the Company normally pays such bonuses and is not earned or accrued until the Bonus payout date. Except as otherwise provided herein, to earn incentive compensation, bonus eligibility is conditional upon the Executive must be employed by remaining in the active employment of the Company on the day such incentive compensation is paid. Except as may be expressly required by the Employment Standards Act, 2000, as amended or replaced (the "ESA") and except as otherwise provided herein, if prior to the Bonus being declared or paid either (a) the Executive's active employment with the Company ceases for any reason whatsoever, or (b) the Executive has given or received notice of termination, the Executive will not be eligible for Bonus consideration for that year or for any resulting notice period, arising under contract, statute or common law. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the 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 Retention Bonus. The Executive shall be entitled provided with a one-time retention bonus of $1,000 as consideration for entering into this Agreement. (f) Vacation. Subject to the terms and conditions of the Company's vacation policy in effect from time to time, the Executive will be eligible to accrue up to four (4) weeks of paid vacation in each calendar year, accrued pro-rata on a monthly basis, to be taken at times agreed upon by the Executive and the Company. Vacation time must accrue before the Executive may use it, except upon written approval of the Company, which approval will be at the sole discretion of the Company. The Company reserves the right to require the Executive to take paid some or all of the accrued vacation days at any time off in accordance with during scheduled or unscheduled office shut-down periods, at its sole discretion. Forfeiture of unused vacation days will be subject to 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) (g) 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, Documents"). (h) Indemnification. During and notwithstanding anything after the Term, the Executive shall be entitled to indemnification pursuant to the contrary in the Equity Documents, Section 6(a)(ii) Company's articles 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). organization and/or by-laws, as applicable, and applicable provincial law.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at
the a rate of
$275,000 $400,000 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)
Cash Incentive Compensatio
...n. 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 cash incentive compensation shall be forty 45 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. Salary. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid. (c) Special Retention Bonus. If the Executive remains actively employed by the Company through November 30, 2018, the Company shall pay the Executive a cash bonus in the amount of $120,000 (the "Special Retention Bonus"), which shall be paid to the Executive in February 2019 when annual cash incentive bonuses for 2018 are paid to the other executive officers of the Company (but, in no event shall the Special Retention Bonus be paid later than March 15, 2019). The Special Retention Bonus shall be in addition to any annual cash incentive bonus earned by the Executive pursuant to Section 2(b) above. (d) Options. Notwithstanding anything in the applicable option agreement or other stock-based award agreement, effective as of April 17, 2018, all stock options and other stock-based awards held by the Executive as of such date that are subject solely to time-based vesting, shall vest or become exercisable as to 25% of the shares of common stock underlying such awards on the one-year anniversary of the applicable grant date and the remaining 75% of the shares of common stock underlying such awards shall vest or become exercidable in equal monthly installments thereafter through the fourth anniversary of the applicable grant date. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented 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) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at
the a rate of
$275,000 $530,000 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)
Cash Incentive Compensatio
...n. 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. time, which shall be payable upon the achievement of specific milestones to be mutually agreed in writing. The Executive's initial target annual cash incentive compensation shall be forty 50 percent of the Executive's Base Salary (the "Target Bonus"). The actual amount Salary. Any annual cash incentive compensation earned by you shall be paid no later than March 15th of the Executive's annual incentive compensation, if any, shall be determined calendar year immediately following the year 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. which it was earned. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid. (c) Sign On Bonus Repayment. In the event that the Executive terminates his employment for any reason other than Good Reason (as defined below), or the Executive's employment is terminated for Cause (as defined below), in either case, during the three-year period following June 6, 2018, the Executive will be required to repay to the Company, within 30 days following the Date of Termination (as defined below), a pro-rata portion of the sign-on bonus paid to the Executive pursuant to the terms of the Prior Agreement, with such pro-rata amount equal to $345,000 multiplied by the number of days remaining in such three-year period divided by the total number of days in such three-year period; provided, however, in the event of a Change in Control (as defined below), this repayment obligation shall immediately cease if the Executive is still employed with the Company immediately prior to such Change in Control. (d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred by the Executive during the Term in performing services hereunder, including travel expenses related to the Executive's travel between the Executive's home office location and the Company's office location in the Cambridge, MA vicinity, in accordance with the policies and procedures then in effect and established by the Company for its 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 of such plans. (e) Paid Time Off. (f) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive 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. $405,000. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee of the Board
(the "Compensation Committee"). and shall be subject to increase but not decrease while Executive is serving in the Executive Vice President & Chief Legal Officer role. The
annual base salary in effect at any given time is referred to h
...erein 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) Sign On Bonus. Executive shall receive a one-time sign on bonus of $100,000 (the "Sign On Bonus"). This payment shall be subject to legally required tax withholdings. Executive agrees that if she terminates her employment within 12 months of the Effective Date, for any reason, and regardless of whether Executive has Good Reason (as defined in this Agreement) to terminate her employment, Executive shall repay the entire Sign On Bonus in accordance with the Company's policies then in effect concerning such bonuses. (c) Equity. In connection with the commencement of the Executive's employment, Executive shall be granted an option to purchase 100,000 shares of the Company's common stock (the "Option"). The date of the grant and the exercise price shall be determined 1 by using the closing price on the first business day of the month after the Effective Date. The Option award shall be subject to the terms and conditions of the Company's then-current stock option plan and form of stock option agreement. The Option shall vest as follows: 25% of the shares shall vest and become exercisable on the first anniversary of the Effective Date; thereafter, the remaining 75% of the shares shall vest and become exercisable in 36 equal monthly installments following the first anniversary of the Effective Date. Vesting shall be contingent upon Executive's continued full-time employment with the Company. (d) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee of the Board from time to time. The Executive's initial target annual incentive compensation shall be forty percent 35% of the Executive's her Base Salary (the "Target Bonus"). Incentive Compensation"). The actual amount of the Board shall weigh its bonus determination as follows: 75% on Company performance and 25% on Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to individual performance. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) For the year 2016, Executive shall be eligible to receive a pro-rated bonus based upon the period of time Executive is employed at the Company during the 2016 calendar year. (e) 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) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). policy.
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial base salary shall be paid at the rate of
$275,000 $[INSERT] per year. The Executive's base salary shall be
reviewed annually subject to periodic review and adjustment by
the CEO, 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
installments in a manner that is consistent with the Company's usual payrol
...l practices for executive officers. practices. (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. Board. The Executive's initial target annual incentive compensation shall be forty [INSERT]% percent of the Executive's Base Salary (the "Target Bonus"). The Salary. Whether incentive compensation has been earned and 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, Committee. The Executive's target incentive compensation is subject to change by the terms of Board or the Compensation Committee. To earn any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company through the date on which the day such incentive compensation is paid. Any earned annual incentive compensation for the year in which the Start Date occurs shall be prorated based on when the Start Date occurs. 1 (c) Expenses. The Executive shall be entitled eligible to receive prompt reimbursement for all reasonable and necessary business expenses incurred by the Executive during the Term in performing services hereunder, in accordance with subject to the Company's applicable policies and procedures then in effect and established by the Company for its executive officers. from time to time. (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 eligible to take paid time off in accordance with with, and subject to, the Company's applicable paid time off policy for executives, as may be in effect from time to time. The As Executive shall also will not accrue time under this paid time off policy, Executive will not be entitled to all paid holidays given by the Company to its executive officers. for "unused" time upon termination of employment. (f) Equity. The equity awards held Subject to the approval of the Company's Board of Directors (including any committee thereof, the "Board") Executive will be granted an option to purchase [INSERT] shares of the Company's common stock (the "Option"), subject in all respects to the Company's stock plan and the associated stock option agreement required to be entered into 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 Company (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). Documents").
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