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 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 Board or the Compensation Committee
(the "Compensation Committee") of the
Company's Board
(the "Compensation Committee"). of Directors ("Board"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be p
...ayable in a manner that is consistent 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 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 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 him 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 Executive's initial base salary
rate shall be
paid at based on the
annualized rate of
$275,000 $500,000 per
year. annum. The Executive's base salary
shall may be
reviewed annually subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The
Executive's 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 and schedule for executive officers. senior executives. (b) Incentive Compensation. During the Term, Commencing in fiscal year 2021, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. in its discretion. The Executive's initial target annual incentive compensation for fiscal year 2021 shall be forty eighty percent (80%) of the Executive's Base Salary (the Salary. The Executive's target annual incentive for future fiscal years shall be in such percentage as determined from time to time by the Board or Compensation Committee in its discretion (Executive's target annual incentive as the same may be adjusted from year to year shall be referred to herein as, the "Target Bonus"). Incentive Compensation"). 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, herein or in any applicable incentive compensation plan, to earn any incentive compensation, compensation in respect of a given calendar year, the Executive must be employed by the Company in good standing on the day such incentive compensation is paid. Subject to the foregoing, annual incentive compensation in respect of a given calendar year shall be paid to the Executive no later than March 15 of the year following the year to which such annual incentive compensation relates. (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 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. The Company's employee benefit plans may be modified or terminated at any time in the Company's sole discretion. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off time-off in accordance with the Company's applicable paid time off off/paid vacation policy for executives, as may be in effect and/or which may be modified or adjusted from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. executives. Unless otherwise required by applicable Company policy or applicable law, any accrued unused vacation days or paid time off remaining at the end of a given year or when the Executive's employment terminates shall be forfeited and not paid out. 2 (f) Equity. Long-Term Incentive Compensation. Commencing in fiscal year 2021, the Executive will be eligible for long-term incentive awards commensurate with the Executive's position and performance, in the discretion of the Board or the Compensation Committee (an "LTI Award"). The equity awards held Executive's annual long-term incentive target award amount for the fiscal year 2021 will be $1,250,000. Subject to the approval of the Board or the Compensation Committee, the Company will grant such LTI Award to the Executive in the form of restricted stock units, of which (a) 40% will vest ratably over four (4) years from the grant date ("Time-Based RSUs"), and (b) 60% will vest subject to the achievement of certain performance criteria over a 3-year performance period ("Performance-Based RSUs"), as determined by the Executive Board or the Compensation Committee in its discretion. The Time-Based RSUs and Performance-Based RSUs shall continue be subject to be governed by the terms and conditions provisions of the Company's applicable equity incentive plan(s) 2020 Stock Option and Incentive Plan and the applicable award agreement(s) governing restricted stock unit agreements (each, a "RSU Agreement"), including but not limited to the vesting schedule or conditions (including any applicable performance metrics), acceleration provisions and employment termination provisions of the Plan and the RSU Agreement. The Plan and the RSU Agreement(s) are referred collectively to as the "Equity Documents." The size, type, and terms of such equity awards held any future LTI Award shall be determined by the Executive (collectively, Board or the "Equity Documents"); provided, however, and notwithstanding anything to the contrary Compensation Committee 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). its discretion.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary
rate shall be
paid at based on the
annualized rate of
$275,000 $500,000 per
year. annum. The Executive's base salary
shall may be
reviewed annually subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The
Executive's 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 and schedule for executive officers. senior executives. (b) Incentive Compensation. During the Term, Commencing in fiscal year 2021, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. in its discretion. The Executive's initial target annual incentive compensation for fiscal year 2021 shall be forty eighty percent (80%) of the Executive's Base Salary (the Salary. The Executive's target annual incentive for future fiscal years shall be in such percentage as determined from time to time by the Board or Compensation Committee in its discretion (Executive's target annual incentive as the same may be adjusted from year to year shall be referred to herein as, the "Target Bonus"). Incentive Compensation"). 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, herein or in any applicable incentive compensation plan, to earn any incentive compensation, compensation in respect of a given calendar year, the Executive must be employed by the Company in good standing on the day such incentive compensation is paid. Subject to the foregoing, annual incentive compensation in respect of a given calendar year shall be paid to the Executive no later than March 15 of the year following the year to which such annual incentive compensation relates. (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 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. The Company's employee benefit plans may be modified or terminated at any time in the Company's sole discretion. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off time-off in accordance with the Company's applicable paid time off off/paid vacation policy for executives, as may be in effect and/or which may be modified or adjusted from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. executives. Unless otherwise required by applicable Company policy or applicable law, any accrued unused vacation days or paid time off remaining at the end of a given year or when the Executive's employment terminates shall be forfeited and not paid out. 2 (f) Equity. Long-Term Incentive Compensation. Commencing in fiscal year 2021, the Executive will be eligible for long-term incentive awards commensurate with the Executive's position and performance, in the discretion of the Board or the Compensation Committee (an "LTI Award"). The equity awards held Executive's annual long-term incentive target award amount for the fiscal year 2021 will be $1,750,000. Subject to the approval of the Board or the Compensation Committee, the Company will grant such LTI Award to the Executive in the form of restricted stock units, of which (a) 40% will vest ratably over four (4) years from the grant date ("Time-Based RSUs"), and (b) 60% will vest subject to the achievement of certain performance criteria over a 3-year performance period ("Performance-Based RSUs"), as determined by the Executive Board or the Compensation Committee in its discretion. The Time-Based RSUs and Performance-Based RSUs shall continue be subject to be governed by the terms and conditions provisions of the Company's applicable equity incentive plan(s) 2020 Stock Option and Incentive Plan and the applicable award agreement(s) governing restricted stock unit agreements (each, a "RSU Agreement"), including but not limited to the vesting schedule or conditions (including any applicable performance metrics), acceleration provisions and employment termination provisions of the Plan and the RSU Agreement. The Plan and the RSU Agreement(s) are referred collectively to as the "Equity Documents." The size, type, and terms of such equity awards held any future LTI Award shall be determined by the Executive (collectively, Board or the "Equity Documents"); provided, however, and notwithstanding anything to the contrary Compensation Committee 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). its discretion.
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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. $315,000. The Executive's base salary shall be
reviewed redetermined annually by the Board or the Compensation
Committee of the Board (the "Compensation Committee"). Committee. 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 practi
...ces 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 thirty-five percent (35%) of the Executive's his 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 Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Signing Bonus. On or about the first payroll period following the Start Date, the Company shall pay Executive a signing bonus of $35,000 (the "Signing Bonus"). If Executive resigns from employment with the Company without Good Reason or is terminated for Cause within one year of the Start Date, Executive will be obligated to repay the Signing Bonus to the Employer within thirty days of Executive's termination. (d) Equity. The Executive shall be awarded an option to purchase 100,000 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 date of hire and to be memorialized in an Incentive Stock Option Agreement pursuant to the Company's 2013 Stock Option and Incentive Plan. (e) 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) (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
annual base salary shall be
paid at the rate of $275,000 per year. $415,000. 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. officers, but no less fr...equently than semi-monthly. The Executive shall not be required to defer any portion of Base Salary. (b) Cash Incentive Compensation. During the Term, 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 Executive's initial target annual cash incentive compensation shall be forty fifty (50) percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, Salary, and shall be determined subject to such thresholds as set forth in the sole discretion of the Board or the Compensation Committee, subject Company's then current compensation policy and guidelines applicable to the terms of any applicable executives. The target annual cash incentive compensation plan that may be in effect from at any given time is referred to time. herein as the "Target Annual Cash Incentive Compensation." 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. Payment of the annual cash incentive compensation shall be made by the Company consistent with the Company's then current compensation policy and guidelines applicable to executives. The Executive shall be entitled to participate in any other bonus plan established by the Board or the Compensation Committee for executives that is in addition to the Target Annual Cash Incentive Compensation. (c) 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) Equity Grants. Upon the Effective Date, the Company will recommend at the Board's first regularly scheduled meeting subsequent to the Effective Date that the Board grant the Executive an option to purchase 300,000 shares of the Company's Common Stock (the "Option"), as of the Effective Date. The exercise price per share of the Option will be determined by the Board based on the fair market value of the Common Stock of the Company on the date the Option is granted. The Option will be subject to the terms and conditions applicable to options granted under the Company's 2013 Stock Option and Incentive Plan, as amended (the "Plan"), as described in the Plan and the applicable Stock Option Agreement. The Option will be granted as an incentive stock option to the maximum extent possible. The Option shall be subject to the following vesting schedule: 25% of the shares subject to the Option shall vest on the one-year anniversary of the Effective Date, and 1/48th of the shares subject to the Option shall vest monthly thereafter, provided the Executive remains a Service Provider (as defined in the Plan) on all such vesting dates. Each year during the Term, the Board shall review Executive's equity eligibility. (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 paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be policies and procedures in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's initial
annual base salary shall be
paid at the rate of $275,000 per year. $[ ]. 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
may be increased but not decreased without the Executive's written consent. The Base Salary shall be payable in a manner t
...hat is consistent with the Company's usual payroll practices for executive officers. senior management employees. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty [ ] percent of the Executive's his or her 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 last day such of the incentive compensation performance period. Annual incentive compensation shall be paid to the Executive no later than March 15 of the year following the year in which it is paid. earned. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive him or 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 executive officers. senior management employees. (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 [ ] paid time off vacation days in accordance each year, which shall be accrued ratably, consistent 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). senior management employees.
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Compensation and Related Matters. (a) Base Salary.
The Effective as of the Effective Date, the Executive's
initial annualized base salary shall be
paid at the rate of $275,000 per year. $425,000. The
Executive's Executive' s base salary
shall may be
reviewed annually re-determined by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") from time to time and shall be subject to increase but not decrease (other than for any mutually agreed-upon reduction in the amount of the Executive's ...time that will be devoted to the Company) while serving in the role of Executive Chairman. The annualized 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 Equity. The Executive shall may be eligible to receive cash incentive compensation as determined by future equity awards under the Board or the Compensation Committee Company's 2015 Stock Option and Incentive Plan (as amended and/or restated 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) or such other equity plan as then in effect, in the sole discretion of the Board or the Compensation Committee, Committee of the Board. Further, for the avoidance of doubt, each of the Executive's equity awards outstanding as of the Effective Date will continue to vest following the Effective Date, for so long as the Executive continues to provide services to the Company as an employee of the Company and/or as a member of the Board, subject to the terms of any the applicable equity award agreement and equity plan. (c) Incentive Compensation. The Executive shall not be eligible to receive cash incentive compensation plan in connection with his service as Executive Chairman during the Term unless otherwise determined by the Board or the Compensation Committee. In the event that may be in effect from time the Board or the Compensation determines to time. Except as otherwise provided herein, to earn pay the Executive cash incentive compensation, the Executive must be an employee of the Company and/or a member of the Board on the day such incentive compensation is paid. For the avoidance of doubt, notwithstanding anything to the contrary herein: (i) for the year that ended December 31, 2021, the Executive remains eligible to receive incentive compensation in connection with his services as President and Chief Executive Officer of the Company during such year as determined by the Board or the Compensation Committee based on the Executive's target incentive compensation under the Original Employment Agreement as previously determined by the Compensation Committee, provided the Executive remains employed by the Company on the day such incentive compensation is paid; and (ii) for the period beginning on January 1, 2022 and ending on April 3, 2022 (inclusive), the Executive is eligible to earn prorated incentive compensation under the Original Employment Agreement in connection with his services as President and Chief Executive Officer of the Company during such period as determined by the Board or the Compensation Committee based on the Executive's target incentive compensation equal to 70% of his annual base salary as in effect during such period (and the Board or the Compensation Committee shall weigh its bonus determination 100% on Company performance), provided the Executive remains a member of the Board on the day such incentive compensation is paid. (c) (d) 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) 2 (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 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 a rate of
$275,000 $390,000 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 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 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) Relocation Payment Reimbursement. In the event that the Executive resigns prior to September 18, 2019, the Executive will be required to repay to the Company, within 30 days following the Date of Termination (as defined below), the amount that the Company reimbursed the Executive for documented costs associated with the Executive's temporary living arrangements and permanent relocation pursuant to the terms of the Prior Agreement (such amount, the "Relocation Reimbursement"); provided, however, that the amount of the Relocation Reimbursement required to be repaid by the Executive pursuant to this Section 2(c) shall be reduced by 25% of the total Relocation Reimbursement on each six-month anniversary of September 18, 2017. (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, 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 $411,650 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. seni...or 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 40% 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 them 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. senior executives. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's policies and employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During policies and plans and to the Term, the Executive shall be entitled Company's ability to take amend, modify, replace or terminate such policies and plans, including with respect to 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 off. (e) Intentionally Omitted. (f) Withholding; Tax Effect. All payments made 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 under this Agreement shall apply in the event be net of a termination any tax or other amounts required to be withheld by the Company without Cause or by under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
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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. $[ ]. 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. senior ...management employees. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty [ ] percent of the Executive's his or her 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 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 business expenses incurred by the Executive him or 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 executive officers. senior management employees. (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 [ ] paid time off vacation days in accordance each year, which shall be accrued ratably, consistent 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). senior management employees.
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