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 2014 base salary shall be paid at the rate of
$275,000 $360,000 per year. The Executive's base salary
shall may 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 practices for
executive of...ficers. senior executives. (b) Incentive Compensation. During the Term, Commencing in FY 2014, 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 35% percent 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) 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. 1 (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans plans, including any executive equity compensation plans, in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Vacations. The Executive shall be entitled to take accrue up to twenty-five (25) paid time off vacation days in accordance with the Company's applicable paid time off policy for executives, as may each year, which shall be in effect from time accrued ratably, subject to time. an accrual cap of five (5) weeks. 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). executives.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $245,000 (two hundred forty five thousand dollars) per year.
The Thereafter, the Executive's base salary shall be
reviewed annually subject to periodic review by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") or the Board, provided that the Executive's base salary may be increased but not decreased. The base salary in effect at any given time is referred to
... herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. 1 (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time ("Incentive Compensation"). The Executive's initial target annual incentive compensation Incentive Compensation shall not be forty less than 25 (twenty five) percent of the Executive's Base Salary (the (referred to herein as "Target Bonus"). Bonus"), subject to increase as determined by the Board or the Compensation Committee. The actual amount of the Executive's annual incentive compensation, Incentive Compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation Incentive Compensation plan that may be in effect from time to time. time, which terms shall generally be no less favorable in the aggregate to the terms of any Incentive Compensation plan applicable to other executive officers of the Company. Except as may be provided by the Board or the Compensation Committee or as may otherwise provided herein, to earn incentive compensation, be set forth in the applicable Incentive Compensation plan or this Agreement, the Executive must be employed by the Company on the day date such incentive compensation Incentive Compensation is paid. paid in order to earn or receive any annual Incentive Compensation. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. (f) Parent Equity. The Parent will grant Executive the following equity awards (the "Equity Awards"): (i) Annual Equity Award: Subject to approval by the Board or Compensation Committee, the Executive shall also be entitled eligible to all paid holidays given by receive an annual equity award with a target value of $196,000.00 (one hundred ninety six thousand dollars) (the "Target Annual Equity Award Value") at substantially the Company to its executive officers. (f) Equity. The same time as annual equity awards held by are granted to other executive officers of the Executive Company, which shall continue be subject to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) 2021 Stock Option and Incentive Plan (the "2021 Plan") and shall be comprised of a stock option to purchase Parent Stock subject to a form of award agreement substantially in the applicable form of Non-Qualified Stock Option Agreement attached hereto as Exhibit B and/or restricted stock units in respect of Parent Stock subject to an award agreement(s) governing agreement substantially in the terms form of Restricted Stock Unit Award Agreement attached hereto as Exhibit B (with such equity awards held adjustments thereto as reasonably determined by the Executive (collectively, the "Equity Documents"); provided, however, Board in its sole discretion), as allocated among options 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 RSUs as determined by the Company without Cause Board or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Compensation Committee.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $235,000 (two hundred thirty five thousand dollars) per year.
The Thereafter, the Executive's base salary shall be
reviewed annually subject to periodic review by
the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") or the Board, provided that the Executive's base salary may be increased but not decreased. The base salary in effect at any given time is referred t
...o 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. 1 (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time ("Incentive Compensation"). The Executive's initial target annual incentive compensation Incentive Compensation shall not be forty less than 30 (thirty) percent of the Executive's Base Salary (the (referred to herein as "Target Bonus"). Bonus"), subject to increase as determined by the Board or the Compensation Committee. The actual amount of the Executive's annual incentive compensation, Incentive Compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation Incentive Compensation plan that may be in effect from time to time. time, which terms shall generally be no less favorable in the aggregate to the terms of any Incentive Compensation plan applicable to other executive officers of the Company. Except as may be provided by the Board or the Compensation Committee or as may otherwise provided herein, to earn incentive compensation, be set forth in the applicable Incentive Compensation plan or this Agreement, the Executive must be employed by the Company on the day date such incentive compensation Incentive Compensation is paid. paid in order to earn or receive any annual Incentive Compensation. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. (f) Parent Equity. The Parent will grant Executive the following equity awards (the "Equity Awards"): (i) Annual Equity Award: Subject to approval by the Board or Compensation Committee, the Executive shall also be entitled eligible to all paid holidays given by receive an annual equity award with a target value of $543,000.00 (five hundred forty three thousand dollars) (the "Target Annual Equity Award Value") at substantially the Company to its executive officers. (f) Equity. The same time as annual equity awards held by are granted to other executive officers of the Executive Company, which shall continue be subject to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) 2021 Stock Option and Incentive Plan (the "2021 Plan") and shall be comprised of a stock option to purchase Parent Stock subject to a form of award agreement substantially in the applicable form of Non-Qualified Stock Option Agreement attached hereto as Exhibit B and/or restricted stock units in respect of Parent Stock subject to an award agreement(s) governing agreement substantially in the terms form of Restricted Stock Unit Award Agreement attached hereto as Exhibit B (with such equity awards held adjustments thereto as reasonably determined by the Executive (collectively, the "Equity Documents"); provided, however, Board in its sole discretion), as allocated among options 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 RSUs as determined by the Company without Cause Board or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Compensation Committee.
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's initial
annual base salary shall be
paid at the rate of $275,000 per year. $270,000. The Executive's base salary shall be reviewed annually
for a potential increase 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 fo
...r executive officers. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined in good-faith by the Board or the Compensation Committee from time to time. at least annually. The Executive's initial target annual incentive compensation shall be forty thirty-five percent (35%) of the Executive's her Base Salary (the "Target Bonus"). The actual amount of Annual Incentive Compensation"); provided that any incentive compensation awarded for performance between January 1, 2019 and the date immediately prior to the Effective Date shall be pro-rated based on the Executive's annual base salary and target incentive compensation, if any, compensation in effect prior to the Effective Date, and any incentive compensation awarded for performance between the Effective Date and December 31, 2019 shall be determined prorated based on the Base Salary and Target Annual Incentive Compensation set forth in the sole discretion of the Board or the Compensation Committee, subject to the terms of this Section 2(b). To earn any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the last day of the applicable year. The Target Annual Incentive Compensation if and to the extent earned will be paid no later than March 15th of the next succeeding year. (c) Equity. The equity awards held by the Executive, including without limitation the Retention Grant (as defined below) shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreements governing the terms of such incentive compensation equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 4(b)(iii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason, in each case that occurs before the occurrence of the first event constituting a Change in Control (as such terms are defined below), and Section 5(b) of this Agreement shall apply upon the occurrence of the first event constituting a Change in Control. (d) Retention Benefits. The Executive shall continue to be eligible for a cash retention bonus of $120,000, which will be paid on the next regular payroll date after June 30, 2020, provided that the Executive is paid. (c) employed by the Company on June 30, 2020 (the "Retention Bonus"). For the avoidance of doubt, in the event that the Executive's employment ends for any reason prior to June 30, 2020, the Executive shall not be eligible for the Retention Bonus. The Executive shall also continue to be eligible to vest in the retention stock option award granted on May 14, 2019 (the "Retention Grant") pursuant to the terms and conditions of the applicable option award agreement and the Company's 2017 Stock Option and Incentive Plan. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive her during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) 2 (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to twenty (20) paid time off vacation days in accordance with the Company's applicable paid time off policy for executives, as may each year, which shall be in effect from time to time. accrued ratably. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (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). executives.
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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 $425,000.00 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b)
Cash Incentive Compensa
...tion. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual cash incentive compensation shall be forty 40 percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined beginning in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. fiscal year 2020. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid. (c) Monthly Travel and Living Expenses. The Company will pay you a monthly allowance of $7,000.00 for travel and living expenses for a period of 18 months. (d) Equity Compensation. In connection with the Executive's commencement of employment, Company management will recommend to the Board or the Compensation Committee that the Executive receive a stock option to purchase 375,000 shares of the Company's common stock under the Company's 2018 Stock Option and Incentive Plan at a per share exercise price determined on the grant date in accordance with the Company's equity grant policies, with 25 percent of the shares underlying the option vesting on the first anniversary of the Effective Date and the remainder of the shares underlying the option vesting thereafter in 12 equal quarterly installments until the fourth anniversary of the Effective Date, subject to the Executive's continued employment with the Company through each such vesting date. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $385,000 per year. The Executive's base salary shall be
reviewed annually subject to periodic review by
the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers.
The E...xecutive's salary and any other cash compensation may be provided through TriNet, Inc. or another professional employer organization (a "PEO"). As a result of the Company's arrangement with the PEO, the PEO will be considered the Executive's employer of record for these purposes for so long as that arrangement exists. While the PEO will have responsibility for the functions above, the Company retains responsibility for overseeing the Executive's work and reviewing the Executive's performance, among other functions. (b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty (40) percent of the Executive's Base Salary (the Salary; provided that any incentive compensation for calendar year 2020 will be prorated based on the Effective Date. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). 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 as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in the applicable incentive compensation, compensation plan the Executive must be employed by the Company on the day such incentive compensation is paid. paid in order to earn or receive any incentive compensation. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the The Company's applicable current paid time off policy for executives, executives is flexible and paid time off may be taken at such times and intervals as the Executive may determine, subject to the business needs of the Company and the terms and conditions of any policies 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 As a material inducement to the Executive's acceptance of this offer, subject to approval of the Board or the Compensation Committee and contingent upon consummation of the Merger, the Executive shall continue be granted an option to purchase approximately one (1) percent of issued and outstanding shares of Parent Common Stock at the Closing of the Merger at a per share exercise price determined on the grant date in accordance with the Company's equity grant policies, with 25 percent of the shares underlying the option vesting on the first anniversary of the Effective Date and the remainder of the shares underlying the option vesting thereafter in 36 equal monthly installments until the fourth anniversary of the Effective Date, subject to the Executive's continued service with the Company through each such vesting date. This grant will be subject to the terms of a non-shareholder approved equity incentive plan to be governed approved by the Board pursuant to the "inducement exception" provided under NASDAQ Listing Rule 5635(c)(4). We anticipate that the terms of this plan and conditions the applicable stock option agreement will be similar to the terms of the Company's applicable other equity incentive plan(s) plan and the applicable award agreement(s) governing the terms standard form of such equity awards held by stock option agreement thereunder. 2 (g) Indemnification. The Company shall indemnify the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in extent that its officers, directors and employees are entitled to indemnification pursuant to the Equity Documents, Section 6(a)(ii) Company's Certificate of this Agreement shall apply in the event Incorporation and Bylaws for any acts or omissions by reason of a termination by being an officer or employee of the Company without Cause or by as of the Effective Date. At all times during the Employment Term, the Company shall maintain in effect a director and officers liability insurance policy with the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). as a covered officer.
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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. $185,400, which shall be effective July 1, 2021. 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 base salary in effect at any given time
is .is referred to herein as "Base
Salary." Salary". The Base Salary shall be payable in a manner that is consi
...stent with the Company's usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent 80% 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 Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. Vacations. During the Term, the Executive shall be entitled to take accrue up to fifteen (15) paid time off vacation days in accordance with the Company's applicable paid time off policy for executives, as may each year, which shall be in effect from time to time. accrued ratably. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (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). executives.
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial base salary shall be paid at the rate of
$275,000 CAN $362,005.00 per
year. year (full compensation for all hours worked), less statutory and other authorized deductions, withholdings and remittances. 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 payabl
...e in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation compensation, less statutory and other authorized deductions, withholdings and remittances, in an amount and on such terms 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 CAN $110,000.00 (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 actively employed by the Company on the day such incentive compensation is paid. For greater certainty, in determining whether the Executive is actively employed at the time of the incentive compensation payout, no compensatory payments or salary in lieu of notice which the Executive may receive as a result of his employment termination shall be utilized, except as may be required by the Ontario Employment Standards Act, 2000, as amended from time to time or any applicable successor legislation (the "ESA"). (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 Canadian employee benefit plans in effect from time plan(s) applicable to time, executives, subject to the terms and conditions of such plans. (e) Paid Time Off. During the Term, insurer's plan(s) and the Executive shall Company's plan(s), in effect and as amended from time to time. All benefits will be entitled to take paid time off provided in accordance with and subject to the Company's terms and conditions of the applicable paid time off policy for executives, as may be plan(s) in effect from time to time. All decisions with respect to eligibility and entitlement to insured benefits shall be solely determined by the insurance carrier. The Company has no liability for the failure or refusal of the insurance carrier to honour the Executive's claim or to pay benefits. The Company's sole responsibility will be to deduct and remit the applicable premiums. The Executive's portion of premium contributions for such benefits, if any, shall be deducted from the Executive's pay and this shall be the Company's good and sufficient authority for so doing. The terms, premium share, insurance carrier and existence of the benefit plan(s) are subject to change from time to time, at the Company's discretion. The Executive acknowledges and agrees that any such change will not constitute a fundamental change to the employment relationship or a constructive dismissal. (e) Vacation, Leaves and Public Holidays. All of the Executive's entitlements and obligations regarding vacation, sick leave, public holidays and other paid or unpaid leaves shall also be entitled determined in accordance with the ESA or the Company's policies for executives, which may be amended from time to all paid holidays given by time at its sole discretion, whichever provides for the Company to its executive officers. greater benefit. 2 (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) 4(c)(iii) 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). In the event of any conflict between the Equity Documents and the terms of this Agreement, the terms of this Agreement shall prevail.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall
continue to be paid at the rate of
$275,000 $450,000 per year. The Executive's base salary shall be
reviewed annually subject to review and may be increased (but not decreased) from time to time by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the C
...ompany's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive The Executive's target annual target cash incentive compensation as determined by shall be 50% of the Board or the Compensation Committee from time to time. Executive's Base Salary. The Executive's initial target annual incentive compensation shall be forty percent in effect at any given time is referred to herein as "Target Bonus." The Target Bonus and the earning of the Executive's Base Salary (the "Target Bonus"). The any actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, bonus is subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, time with the earned amount, which could be $0 if the metrics in the incentive compensation plan are not met, to be approved by the Compensation Committee. Any bonus earned will be paid no later than March 15 of the year following the year to which it relates and to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. paid 1 (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. similar executives. (d) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. Additionally, the Executive shall have benefits under the Company's vacation property benefits with benefit levels no less favorable than those provided to similarly situated executives. (e) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for similar executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The Annual Equity Grants. Any equity compensation awards held by the Executive shall continue to be governed by the terms and conditions as of the Company's applicable Effective Date will continue on their present terms after the Effective Date, except as modified by this Agreement. Executive may be granted future equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity compensation 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) discretion of this Agreement shall apply in the event of a termination by the Company without Cause Board or by the Compensation Committee. Executive will be recommended for Good Reason in either event within the Change in Control Period (as such terms are defined below). awards similar to those for similarly situated executives.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of
$275,000 $550,000 per year. The Executive's base salary shall be
reviewed annually subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for
its executive officers. (
...b) Incentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time for each calendar year during the Term (each, a "Annual Bonus"). Executive shall be entitled to time. The receive a cash bonus of $1,000,000 for his service in 2021 (the "2021 Annual Bonus"). Commencing in calendar year 2022, the Executive's initial target annual incentive compensation Annual Bonus shall be forty percent 100% of the Executive's Base Salary (the "Target Bonus"). The ("Target Bonus") with a maximum achievement of 150% of the Executive's Base Salary. Except with respect to the 2021 Annual Bonus, the actual amount of the Executive's annual incentive compensation, Annual Bonus, 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 with respect to the 2021 Annual Bonus or as otherwise provided herein, to earn as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in the applicable incentive compensation, compensation plan the Executive must be employed by the Company on the day date such incentive compensation is paid. paid in order to earn or receive any Annual Bonus. (c) Relocation Allowance. In order to facilitate the Executive's relocation from Virginia to California, the Executive shall be entitled to receive (i) a one-time payment of $130,000 for moving expenses and (ii) a monthly stipend of $30,000 beginning the date Executive has relocated to within 60 miles of the Company's headquarters ("Relocation Area") and shall continue for 36 months after such date ("Monthly Relocation Incentive"). The Monthly Relocation Incentive shall terminate and no longer be payable for any month in which Executive is not a full time resident of the Relocation Area. (d) 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) (e) Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) (f) Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) (g) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, 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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