This page contains Compensation and Related Matters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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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Variations of a "Compensation and Related Matters" Clause from Business Contracts
Compensation and Related Matters. (a) Base Salary.
The Executive's initial During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $430,000. The
Executive's Employee's base salary shall be reviewed annually by
the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll
practices for e...xecutive officers. practices. (b) Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Employee's initial target annual incentive compensation shall be forty percent (40%) of the Executive's his Base Salary (the "Target Bonus"). 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. Annual Incentive Compensation"). Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. The Target Annual Incentive Compensation is paid out no later than March 15th of the year following the applicable bonus year. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive Employee 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. Company. (d) Other Benefits. During the Term, the Executive Employee shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. Vacations. During the Term, the Executive Employee shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. in accordance with the policies and procedures then in effect and established by the Company. (f) Equity. In connection with the commencement of the Employee's employment, subject to the approval of the Compensation Committee of the Board, the Employee shall be granted a stock option to purchase 250,000 shares of Scholar Rock Holding Corporation's ("SR Holding") common stock (the "Stock Option Award") at an exercise price per share equal to the closing price of the SR Holding's common stock on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported). The equity awards held by Stock Option Award will vest with respect to 25% of the Executive shares of SR Holding common stock underlying the Stock Option Award on the first anniversary of the Effective Date (the "Vesting Commencement Date"), and the remaining 75% of the shares of SR Holding common stock underlying the Stock Option Award shall continue vest in 12 equal quarterly installments following the Vesting Commencement Date, subject to the Employee's continued full-time employment with SR Holding through each applicable vesting date. The Stock Option Award will be governed by the subject to all terms and conditions and other provisions set forth in the Scholar Rock Holding Corporation's 2018 Stock Option and Incentive Plan (as amended and/or restated from time to time) and a separate agreement for the Stock Option Award (such agreement, with the 2018 Stock Option and Incentive Plan, the "Equity Documents") which the Employee will be required to sign as a condition to receiving the Stock Option Award. The Employee may also be eligible to receive future equity awards, in the sole discretion of the Company's applicable Board or the Compensation Committee of the Board. It is acknowledged and agreed that as of the Effective Date, the Employee will cease vesting in the equity incentive plan(s) and awards that the Employee received in connection with his Board service (the "Director Awards", together with the applicable underlying equity award agreement(s) governing agreements and equity plan(s), the terms of such equity awards held by "Director Award Documents"), notwithstanding anything to the Executive (collectively, contrary in the "Equity Documents"); provided, however, Director Award Documents. Further, and notwithstanding anything to the contrary in the Equity Director Award Documents, Section 6(a)(ii) the Company shall, subject to the approval of this Agreement shall apply the Board or the Compensation Committee of the Board, extend the exercise period with respect to the vested portion of the Director Awards until the earlier of (i) three (3) months after the Employee's service relationship with the Company ends, or (ii) the expiration date for such vested stock options as provided in the event applicable Director Award Documents (the "Extended Exercise Period"). Except as expressly stated herein, all other terms of a termination by the Company without Cause or by the Executive for Good Reason Director Award Documents remain in either event within the Change in Control Period (as such terms are defined below). full force and effect.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $[ ] per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions and pro-rated for any partial employment during the Term, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be
... reviewed annually by [the Board]OR[the CEO, and, as applicable, the Board or of Directors of the Company (the "Board")] and/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. "Committee"), not less than annually. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus based on Executive's achievement of performance objectives established by [the CEO,] the Board or and/or the Compensation Committee, such bonus to be targeted at [ ]% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by [the CEO,] the Board and/or the Committee shall be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to Executive's continuous employment through the date of approval, and, in any event, by March 15th of the year following the year to which such Annual Bonus relates. 2 (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may 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, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e) Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will 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 vacation in accordance with the Company's applicable paid time off policy for executives, vacation policy, 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 During the Term, the Executive shall receive a base salary
at a rate of $320,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's base salary shall be reviewed annually the Employer, subject to review by the Board
or the Compensation Committee of the Board in its sole discretion (the
"Compensation Committee"). The base salary in effect at any given time is referred "Annual Base... Salary"). (b) Annual Bonus. With respect to herein as "Base Salary." The Base Salary shall be payable in a manner each Company fiscal year that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During commences during the Term, the Executive shall be eligible to receive an annual performance-based cash incentive compensation as determined bonus (the "Annual Bonus") with a target amount of 60% of the Annual Base Salary earned during such fiscal year, which shall be payable based upon the attainment of individual and Company performance goals established each fiscal year by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation thereof. Each such Annual Bonus shall be forty percent payable on, or at such date as is determined by the Board within 90 days following, the last day of the Executive's Base Salary (the "Target Bonus"). The actual amount fiscal year with respect to which it relates. Except as provided in Section 5, notwithstanding any other provision of the Executive's annual incentive compensation, if any, this Section 3(b), no bonus shall be determined in the sole discretion of the Board or the Compensation Committee, subject payable with respect 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, fiscal year unless the Executive must be remains continuously employed by with the Company Employer during the period beginning on the day such incentive compensation is paid. Effective Date and ending on the applicable bonus payment date. (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 plans, programs and arrangements of the Employer in accordance with their terms, as in effect from time to time, subject as are generally provided by the Employer to the terms of such plans. (e) Paid Time Off. its senior executive officers. 4 (d) Vacation; Holidays. During each calendar year during the Term, the Executive shall also be entitled to take vacation time and paid time off in accordance with holidays on the Company's applicable paid time off policy for executives, same basis as may be other senior executives of the Employer, subject to the terms and conditions of the Employer's vacation and holiday policies as in effect from time to time. (e) Business Expenses. During the Term, the Employer shall reimburse the Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company and its Affiliates in accordance with the Employer's applicable expense reimbursement policies and procedures. (f) Indemnification. The Executive shall also be entitled have the same rights to all paid holidays given by indemnification as other officers and directors of 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 under 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). documents.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $380,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Compensation Committee"). The base salary... in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the CEO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined by mutually agreed between Executive and the Board or the Compensation Committee from time CEO, such bonus target to time. The be equal to 30% of Executive's initial target annual incentive compensation shall be forty percent of the Executive's Annual Base Salary (the "Target "Annual Bonus"). The actual amount As consideration for signing prior to year-end 2020, your 1st pro-rated bonus due in Q12021 will be equal to the greater of your eligible pro-rated bonus target or $75,000 which represents the bonus you are forgoing with your current employer. Any Annual Bonus earned will be paid at the same time annual bonuses are paid to other executives of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, Company generally, subject to the terms of any applicable incentive compensation plan that may be limitations on payment as set forth 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. Section 6. (c) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term participate in performing services hereunder, in accordance with the policies such employee and procedures then in effect executive benefit plans and established by programs as 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 may offer from time to time, time to provide to its executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During Notwithstanding the Term, the Executive foregoing, nothing herein is intended, or shall be entitled construed, to take paid time off require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable paid time off policy for executives, expense reimbursement policies and procedures as may be are in effect from time to time. The Company will also cover the expense of travel, room and board when working from Company headquarters in Carlsbad, CA. (e) Vacation. Executive shall also will be entitled to all not less than fifteen (15) business days of paid holidays given vacation each calendar year, pro-rated for partial calendar years of service, which may be taken in accordance with the Company's vacation policy. (f) Equity Awards. Executive shall be eligible to receive grants of equity awards in the Company's sole discretion. (g) Indemnification Agreement; Insurance. As an officer of the Company, Executive shall be entitled to enter into the Company's standard indemnification agreement. 2 Executive will also be covered under a directors and officers liability insurance policy paid for by the Company to its executive officers. (f) Equity. The equity awards held by the for so long as Executive shall continue to be governed by the terms and conditions serves as an officer of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Company.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $218,212 per annum (the "Annual Base Salary"), which shall be paid
at in accordance with the
rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee customary payroll practices of the
Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Compa...ny. Such Annual Base Salary shall be payable in a manner that is consistent with reviewed (and may be increased, but may not be decreased) from time to time by the Company's usual payroll practices for executive officers. Board of Directors of Parent or an authorized committee of such Board (in either case, the "Board"), such Board review to occur at least once per calendar year. (b) Incentive Compensation. Annual Bonus Program. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined earn an annual bonus award (the "Bonus") in respect of each fiscal year of the Company (or successor thereof) for which he was employed (or, for the last year of the Term, a pro rata bonus award based on the ratio that the number of days of such fiscal year during the Employment Term bears to 365), in a target amount equal to 30% of the Annual Base Salary, and a maximum bonus opportunity of 60% of the Annual Base Salary, based upon the achievement of financial-based goals and, if applicable, strategy-based goals (the "Performance Goals") established by the Board or within the Compensation Committee from time first three months of each fiscal year during the Employment Term. In connection with the foregoing, Executive shall have an opportunity to time. consult with the Board in establishing the Performance Goals. The Executive's initial target annual incentive compensation Bonus for any applicable fiscal year shall be forty percent paid to the Executive in the fiscal year following the fiscal year in which the Bonus was earned and after the completion of the Executive's Base Salary (the "Target Bonus"). The actual amount Company's financial audit for the applicable fiscal year, but in no event later than December 31 of the Executive's annual fiscal year following the fiscal year for which the Bonus was earned. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from participating in (or being entitled to participate in) any other long-term incentive compensation, if any, shall be determined plan or program, including any such plan or program put in place in connection with or following the sole discretion consummation 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. Merger. (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, programs and arrangements of the Company, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time. For the avoidance of doubt, during the Term, Executive shall be entitled to participate in any long-term incentive plans and programs applicable to senior officers of the Company as in effect from time to time, subject time and shall be eligible to participate in any deferred compensation plan adopted by the terms of such plans. (e) Paid Time Off. Company for its senior executives. (d) Vacation. During the Term, the Executive shall be entitled to take paid time off personal leave of up to four (4) weeks per year in accordance with the Company's applicable paid Policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive. (e) Expenses. During the Term, the Company shall reimburse Executive for all reasonable and documented travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy. 2 (f) Key Person Insurance. At any time off policy during the Term, the Company shall have the right to insure the life of Executive for executives, as may be in effect from time the Company's sole benefit. The Company shall have the right to time. The determine the amount of insurance and the type of policy. Executive shall also be entitled to all paid holidays given by reasonably cooperate with the Company in obtaining such insurance by submitting to its executive officers. (f) Equity. The equity awards held physical examinations, by the Executive supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall continue not be provided 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 the prior written authorization of Executive. Executive shall incur no financial obligation by the Executive for Good Reason executing any required document, and shall have no interest in either event within the Change in Control Period (as any such terms are defined below). policy.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $17,291.66 per
year. The Executive's base salary month ($415,000 on an annualized basis) (as may be adjusted and in effect from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Boar...d (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable in a manner that reviewed by the Board from time to time and is consistent with subject to such adjustments as determined necessary or appropriate by the Company's usual payroll practices for executive officers. Board. (b) Incentive Compensation. Annual Bonus. During the Term, the Term of Employment, Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined set by the Board or Board, after consultation with the Compensation Committee from time Executive, each year as well as overall Company performance, such bonus to time. The Executive's initial target annual incentive compensation shall be targeted at forty percent 40%) of the Executive's Base Salary (the "Target "Annual 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 bonus award may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the greater or less than 40% and may be zero. Executive must be remain employed by the Company through the date of payment in order to remain eligible for such Annual Bonus. Any bonus awarded will be paid on or before March 15 of the day such incentive compensation year following the year for which the bonus is paid. awarded. (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 such employee and executive benefit plans in effect and programs as the Company may from time to time, time offer to provide to its executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During plans and programs. Notwithstanding the Term, foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan, program or benefits. While serving as an executive of the Company, Executive shall be entitled covered by the Company's. Directors and Officers Liability Insurance. If the Company has entered into indemnification agreements with members of its Board, the Company will enter into the same form of indemnification agreement with Executive in Executive's capacity as a member of the Board. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to take paid time off the Company in accordance with the Company's applicable paid time off policy for executives, expense reimbursement policies and procedures as may be are 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)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $343,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions and as adjusted for part time status, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Comp...ensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the CEO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined by mutually agreed between Executive and the Board or the Compensation Committee from time CEO, such bonus target to time. The be equal to 30% of Executive's initial target annual incentive compensation shall be forty percent of the Executive's Annual Base Salary (the "Target "Annual Bonus"). The actual amount Any Annual Bonus earned will be paid at the same time annual bonuses are paid to other executives of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, Company generally, subject to the terms of any applicable incentive compensation plan that may be limitations on payment as set forth 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. Section 6. (c) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term participate in performing services hereunder, in accordance with the policies such employee and procedures then in effect executive benefit plans and established by programs as 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 may offer from time to time, time to provide to its executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During Notwithstanding the Term, the Executive foregoing, nothing herein is intended, or shall be entitled construed, to take paid time off require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable paid time off policy for executives, expense reimbursement policies and procedures as may be are in effect from time to time. The Company will also cover the expense of travel, room and board when working from Company headquarters in Carlsbad, CA. (e) Vacation. Executive shall also will be entitled to all not less than fifteen (15) business days of paid holidays given vacation each calendar year, pro-rated for partial calendar years of service, which may be taken in accordance with the Company's vacation policy. (f) Equity Awards. Executive shall be eligible to receive grants of equity awards in the Company's sole discretion. (g) Indemnification Agreement; Insurance. As an officer of the Company, Executive shall be entitled to enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid for by the Company to its executive officers. (f) Equity. The equity awards held by the for so long as Executive shall continue to be governed by the terms and conditions serves as an officer of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms Company. 2 4. Acceleration of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding Equity Awards Upon a Change in Control. Notwithstanding anything herein to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply contrary, in the event of a termination by Change in Control, the vesting of Executive's then outstanding options, restricted stock and other equity awards covering shares of the Company's common stock (collectively, "Equity Awards") shall accelerate as of immediately prior to such Change in Control with respect to fifty percent (50%) of the unvested shares of Company common stock subject to such Equity Awards. The remaining fifty percent (50%) of the unvested shares of Company common stock subject to Executive's Equity Awards shall continue to vest at the same rate as immediately prior to the Change in Control, subject to Executive's continued employment with the Company without Cause or by its successor through the Executive for Good Reason in either event within applicable vesting date. Any portion of Executive's Equity Awards that remains unvested as of the first anniversary of the Change in Control Period (as shall thereupon vest in full, subject to Executive's continued employment with the Company or its successor through such terms are defined below). first anniversary. Notwithstanding the foregoing and for the avoidance of doubt, any shares subject to Equity Awards that do not accelerate immediately prior to the Change in Control in accordance with the foregoing shall be subject to accelerated vesting in accordance with Section 6(d)(iii) below.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $340,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Compensation Committee"). The base salary... in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the Board, not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or Board, such bonus target to be equal to 40% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus earned will be paid at the Compensation Committee same time annual bonuses are paid to other executives of the Company generally, subject to any limitations on payment as set forth in Section 6. (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may offer 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, time to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, (e) Vacation. Executive will be entitled to earn incentive compensation, not less than fifteen (15) business days of paid vacation each calendar year, pro-rated for partial calendar years of service, which may be taken in accordance with the Company's vacation policy. (f) Equity Awards. Executive must shall be employed by eligible to receive grants of equity awards in the Company on Company's sole discretion. (g) Indemnification Agreement Insurance. As an officer of the day such incentive compensation is paid. (c) Expenses. The Company, Executive shall be entitled to receive prompt reimbursement enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid 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 so long as Executive serves as an officer of the Term, the Executive shall be eligible to participate Company. 2 4. Acceleration of Equity Awards Upon a Change in or receive benefits under the Company's employee benefit plans in effect from time to time, subject Control. Notwithstanding anything herein 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 contrary, in the event of a termination by Change in Control, the vesting of Executive's then outstanding options, restricted stock and other equity awards covering shares of the Company's common stock (collectively, "Equity Awards") shall accelerate as of immediately prior to such Change in Control with respect to fifty percent (50%) of the unvested shares of Company common stock subject to such Equity Awards. The remaining fifty percent (50%) of the unvested shares of Company common stock subject to Executive's Equity Awards shall continue to vest at the same rate as immediately prior to the Change in Control, subject to Executive's continued employment with the Company without Cause or by its successor through the Executive for Good Reason in either event within applicable vesting date. Any portion of Executive's Equity Awards that remains unvested as of the first anniversary of the Change in Control Period (as shall thereupon vest in full, subject to Executive's continued employment with the Company or its successor through such terms are defined below). first anniversary. Notwithstanding the foregoing and for the avoidance of doubt, any shares subject to Equity Awards that do not accelerate immediately prior to the Change in Control in accordance with the foregoing shall be subject to accelerated vesting in accordance with Section 6(d)(iii) below.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $15,833.33 per
year. The Executive's base salary month ($380,000 on an annualized basis) (as may be adjusted and in effect from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Boar...d (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable in a manner that reviewed by the Board from time to time and is consistent with subject to such adjustments as determined necessary or appropriate by the Company's usual payroll practices for executive officers. Board. (b) Incentive Compensation. Annual Bonus. During the Term, the Term of Employment, Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined set by the Board or Board, after consultation with the Compensation Committee from time Executive, each year as well as overall Company performance, such bonus to time. The Executive's initial target annual incentive compensation shall be targeted at forty percent (40%) of the Executive's Base Salary (the "Target "Annual 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 bonus award may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the greater or less than 40% and may be zero. Executive must be remain employed by the Company through the date of payment in order to remain eligible for such Annual Bonus. Any bonus awarded will be paid on or before March 15 of the day such incentive compensation year following the year for which the bonus is paid. awarded. (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 such employee and executive benefit plans in effect and programs as the Company may from time to time, time offer to provide to its executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During plans and programs. Notwithstanding the Term, foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan, program or benefits. While serving as an executive of the Company, Executive shall be entitled covered by the Company's. Directors and Officers Liability Insurance. If the Company has entered into indemnification agreements with members of its Board, the Company will enter into the same form of indemnification agreement with Executive in Executive's capacity as a member of the Board. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to take paid time off the Company in accordance with the Company's applicable paid time off policy for executives, expense reimbursement policies and procedures as may be are 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)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $257,500 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Compensation Committee"). The base salary... in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the CEO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined by mutually agreed between Executive and the Board or CEO, such bonus target to be equal to 30% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus earned will be paid at the Compensation Committee same time annual bonuses are paid to other executives of the Company generally, subject to any limitations on payment as set forth in Section 6. (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may offer 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, time to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, (e) Vacation. Executive will be entitled to earn incentive compensation, not less than fifteen (15) business days of paid vacation each calendar year, pro-rated for partial calendar years of service, which may be taken in accordance with the Company's vacation policy. (f) Equity Awards. Executive must shall be employed by eligible to receive grants of equity awards in the Company on Company's sole discretion. (g) Indemnification Agreement; Insurance. As an officer of the day such incentive compensation is paid. (c) Expenses. The Company, Executive shall be entitled to receive prompt reimbursement enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid 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 so long as Executive serves as an officer of the Term, the Executive shall be eligible to participate Company. 2 4. Acceleration of Equity Awards Upon a Change in or receive benefits under the Company's employee benefit plans in effect from time to time, subject Control. Notwithstanding anything herein 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 contrary, in the event of a termination by Change in Control, the vesting of Executive's then outstanding options, restricted stock and other equity awards covering shares of the Company's common stock (collectively, "Equity Awards") shall accelerate as of immediately prior to such Change in Control with respect to fifty percent (50%) of the unvested shares of Company common stock subject to such Equity Awards. The remaining fifty percent (50%) of the unvested shares of Company common stock subject to Executive's Equity Awards shall continue to vest at the same rate as immediately prior to the Change in Control, subject to Executive's continued employment with the Company without Cause or by its successor through the Executive for Good Reason in either event within applicable vesting date. Any portion of Executive's Equity Awards that remains unvested as of the first anniversary of the Change in Control Period (as shall thereupon vest in full, subject to Executive's continued employment with the Company or its successor through such terms are defined below). first anniversary. Notwithstanding the foregoing and for the avoidance of doubt, any shares subject to Equity Awards that do not accelerate immediately prior to the Change in Control in accordance with the foregoing shall be subject to accelerated vesting in accordance with Section 6(d)(iii) below.
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