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 base salary shall be paid at the rate of
$275,000 $423,700 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. (b) I
...ncentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation an annual discretionary bonus of up to forty percent (40%) of the Executive's Base Salary (the "Target Bonus") as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject Committee. Any bonus pursuant to this Section that the terms Executive may receive may vary significantly from year to year. There is no representation that a bonus in one year will be comparable to another year. There is no implied term that, if the amount of any applicable incentive compensation plan that may bonus is lower in any subsequent year, the Company will compensate the Executive for such difference. Under no circumstances is the bonus to be in effect from time to time. considered part of the Base Salary or other regular employment income. The bonus, if any, will be paid when the Company normally pays such bonuses and is not earned or accrued until the bonus payout date. Except as otherwise provided herein, to earn incentive compensation, 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 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 Vacation. Subject to the Term, terms and conditions of the Company's vacation policy in effect from time to time, the Executive shall will be entitled eligible to accrue up to four (4) weeks of paid vacation in each calendar year, accrued pro-rata on a monthly basis, to be taken at times agreed upon by the Executive and the Company. Vacation time must accrue before the Executive may use it, except upon written approval of the Company, which approval will be at the sole discretion of the Company. The Company reserves the right to require the Executive to take paid some or all of the accrued vacation days at any time off in accordance with during scheduled or unscheduled office shut-down periods, at its sole discretion. Forfeiture of unused vacation days will be subject to the Company's applicable paid time off vacation policy for executives, as may be in effect from time to time. (f) Retention Bonus. The Executive shall also be entitled to all paid holidays given by provided with a one-time retention bonus in the Company to its executive officers. (f) amount of $1,000 as consideration for entering into the Restrictive Covenants Agreement (as defined below). (g) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Parent 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). (h) Indemnification. During and after the Term, the Executive shall be entitled to indemnification pursuant to the Parent Company's and Company's articles of organization and/or by-laws, as applicable, and applicable state law.
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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 $438,300 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. (b) I
...ncentive Compensation. During the Term, the The Executive shall be eligible to receive cash incentive compensation an annual discretionary bonus of up to forty percent (40%) of the Executive's Base Salary (the "Target Bonus") as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject Committee. Any bonus pursuant to this Section that the terms Executive may receive may vary significantly from year to year. There is no representation that a bonus in one year will be comparable to another year. There is no implied term that, if the amount of any applicable incentive compensation plan that may bonus is lower in any subsequent year, the Company will compensate the Executive for such difference. Under no circumstances is the bonus to be in effect from time to time. considered part of the Base Salary or other regular employment income. The bonus, if any, will be paid when the Company normally pays such bonuses and is not earned or accrued until the bonus payout date. Except as otherwise provided herein, to earn incentive compensation, 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 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 Vacation. Subject to the Term, terms and conditions of the Company's vacation policy in effect from time to time, the Executive shall will be entitled eligible to accrue up to four (4) weeks of paid vacation in each calendar year, accrued pro-rata on a monthly basis, to be taken at times agreed upon by the Executive and the Company. Vacation time must accrue before the Executive may use it, except upon written approval of the Company, which approval will be at the sole discretion of the Company. The Company reserves the right to require the Executive to take paid some or all of the accrued vacation days at any time off in accordance with during scheduled or unscheduled office shut-down periods, at its sole discretion. Forfeiture of unused vacation days will be subject to the Company's applicable paid time off vacation policy for executives, as may be in effect from time to time. (f) Retention Bonus. The Executive shall also be entitled to all paid holidays given by provided with a one-time retention bonus in the Company to its executive officers. (f) amount of $1,000 as consideration for entering into the Restrictive Covenants Agreement (as defined below). (g) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Parent 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). (h) Indemnification. During and after the Term, the Executive shall be entitled to indemnification pursuant to the Parent Company's and Company's articles of organization and/or by-laws, as applicable, and applicable state law.
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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary
rate shall be
paid at the rate of $275,000 per year. $485,100. The Executive's base salary shall be
reviewed redetermined annually by the Board or the Compensation
Committee of the Board (the "Compensation Committee"). Committee. The
annual base salary
rate 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
exe...cutive officers. senior executives. (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 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) Equity. The terms and conditions of the Executive's equity based compensation awards are governed by the Company's 2005 Stock Incentive Plan and any associated stock option or restricted stock agreements, including any such agreements entered into in the future (collectively the "Equity Documents"). Future equity based compensation awards may be issued in the Company's sole discretion. 1 (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 senior 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 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 (f) Vacations. The Executive shall be entitled to take accrue up to 25 paid time off vacation days in accordance with each year, which shall be accrued ratably, subject to the Company's applicable paid time off vacation policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) 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 During the Term, the Executive's
initial annual base salary shall be
paid at the rate of $275,000 per year. $240,000.00. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") and shall be subject to increase but not decrease while the Executive is serving in the Vice President, Finance and Controller role. The
annual base salary in effect at any given time is re
...ferred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Board shall weigh its bonus determination as follows: 50% on Company performance and 50% on the Executive's initial individual performance. The Executive's target annual incentive compensation shall be forty percent 30% of the Executive's her Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, Incentive Compensation") and shall be determined in the sole discretion of re-determined periodically by the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to Committee. To earn incentive compensation, 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. (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 paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). policy.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at
the a rate of
$275,000 per year. $460,000 annually. The base salary will commence on the Effective Date (September 21, 2022). The Executive's base salary shall be reviewed
for increase annually by the
Board or the CEO and/or 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. employees. (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 percent (40%) of the Executive's Base Salary (the Salary. The target annual bonus 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 by the sole discretion of the Board or CEO and the Compensation Committee, Committee in their discretion, 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, as may be provided by the CEO or the Compensation Committee or as may otherwise be set forth in the applicable compensation plan, the Executive must be employed by the Company on the day such annual incentive compensation is paid. paid to receive any annual incentive compensation provided, however, that such annual incentive compensation will be paid no later than March 15th of the following year. The 2022 Target Bonus award will be pro-rated by the number of months employed during calendar year 2022. (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. employees. (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. The terms of the current medical and dental plans require an employee to work at least thirty hours per week to enroll. (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 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. In connection with the commencement of the Executive's employment, the Company will recommend to the Board that Executive be granted an option to purchase 230,000 shares of the Company's common stock, with an exercise price equal to the fair market value of the Company's common stock as of the date of such grant. These shares will vest subject to time-based vesting as follows: 25% shall vest on the first anniversary of Executive's start date at the Company (September 21, 2022), and 1/36th of the total remaining unvested shall vest monthly thereafter over the following three (3) years until all are vested in each case subject to Executive's continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, 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 all stock options and other stock-based awards held by the Executive for Good Reason in either event within the that are subject solely to time-based vesting (the "Time-Based Equity Awards") shall immediately accelerate and become fully vested and exercisable or nonforfeitable if a Change in Control Period (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive's employment terminates due to an involuntary termination (not including death or Disability) without Cause (as such terms are defined below) or due to Executive's voluntary termination with Good Reason (as defined below).
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's initial base salary shall be paid at the rate of
$275,000 $750,000 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. officers an...d subject to applicable withholdings and deductions. (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 75% percent of the Executive's his Base Salary (the "Target Bonus"). Bonus") and be based on predetermined metrics as determined by the Board or the Compensation Committee. 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 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 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 paid time off in accordance with the Company's applicable paid time off policy for executives, 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. officers subject to applicable policies of the Company as may be in effect from time to time. (f) Equity. The Executive's equity awards held by the Executive compensation shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) Stock Option and Incentive Plan, as many be amended, 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 Documents"). In connection with the commencement of the Executive's employment, subject to the contrary in the Equity Documents, Section 6(a)(ii) execution of this Agreement shall apply and as of the Effective Date, the Board has granted to the Executive (i) an option to purchase a number of shares of the Company's common stock having an aggregate value equal to $8,000,000, rounded down to the nearest share number, which will vest over four years, with 25% vesting on the one-year anniversary of the Effective Date and the balance vesting in 12 equal quarterly installments thereafter, and (ii) a number of restricted stock units with an aggregate value of $8,000,000, rounded down to the nearest share number, which will vest in four equal installments over four years, with 25% vesting on each one-year anniversary of the Effective Date; provided in each case that the Executive remains an employee or other service provider of the Company on such vesting dates. In the event of a termination by any conflict between the Company without Cause or by Equity Documents and this Agreement, the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Equity Documents shall control.
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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. $340,000. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee
of the Board (the "Compensation Committee"). and shall be subject to increase but not decrease while serving in this role. The
annual base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in
... a manner that is consistent with the Company's usual payroll practices for executive officers. 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 35% of the Executive's his Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to Incentive Compensation"). 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 paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). policy.
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's
initial annual base salary shall be
paid at the rate of $275,000 per year. $289,174. The Executive's base salary shall be
reviewed re-determined annually by the Board or the Compensation Committee of the Board (the "Compensation
Committee"). Committee") and shall be subject to increase but not decrease while the Executive is serving in the Senior Vice President, Human Resources role. The
annual base salary in effect at any given time is refer
...red to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent 30% of the Executive's her Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, Incentive Compensation") and shall be determined in the sole discretion of re-determined periodically by the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to Committee. To earn incentive compensation, 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. (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 paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). policy.
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Compensation and Related Matters. (a) Base Salary.
The During the Term, the Executive's initial
annual base salary shall be
paid at the rate of $275,000 per year. $350,000. 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 base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices
... for executive officers. senior executives. (b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty 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. 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. For 2020, the Executive's target annual incentive compensation shall be (i) 30% of the Executive's then effective Base Salary paid to the Executive between January 1, 2020, and the Effective Date plus (ii) 40% of the Executive's then effective Base Salary paid to the Executive from the Effective Date through December 31, 2020. (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 subject to take paid time off in accordance with the Company's applicable paid time off vacation policy for executives, as may be in effect from time to time. time at the Company. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. executives. (f) Equity. The equity awards Any options held by the Executive shall continue to be governed by the terms and conditions purchase shares of the Company's applicable equity incentive plan(s) common stock pursuant to the Company's 2018 Stock Option and Incentive Plan (collectively, with any stock option award agreement, as amended, the applicable award agreement(s) governing "Equity Documents") shall remain subject to 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) Base Salary.
The During the Term, the Executive's initial base salary
rate shall be
paid at the rate of $275,000 $[ ] per
year. annum. The Executive's base salary
shall may be
reviewed annually increased by the Board or the Compensation
Committee Committee, provided that the Company may decrease the base salary by no more than 15% solely in connection with an across-the-board salary reduction that is based on the Company's financial performance and similarly affects all or substantially all ...senior management employees of the Board (the "Compensation Committee"). Company. The Executive's base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices 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. in its discretion. The Executive's initial target annual incentive compensation shall be forty [ ] percent ([ ]%) of the Executive's Base Salary Salary, as such percentage may be increased from time to time (the "Target Bonus"). Incentive Compensation"), provided that the Company may decrease by no more than 15% in connection with an across-the-board target incentive compensation percentage reduction that is based on the Company's financial performance and similarly affects all or substantially all senior management employees of the Company. The actual amount of the Executive's annual incentive compensation, compensation for any year, if any, shall be determined in the (1) NTD: To be updated for each executive; whereas clauses to be removed if there is no Prior Agreement. 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, Annual incentive compensation shall be paid to the Executive no later than March 15 of the year following the year in which it is earned. To earn any annual incentive compensation, the Executive must be employed by the Company for the entire preceding calendar year. If this Agreement is entered into in connection with the commencement of the Executive's employment with the Company, the Executive's Target Incentive Compensation, if any, for such year shall be prorated depending on when in the day such incentive compensation is paid. year the Executive first date of employment with the Company occurs. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with and subject to 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, time on a basis no less favorable than other senior management employees of the Company, subject to the terms and conditions of such plans. (e) Paid Time Off. During the Term, the Vacations. The Executive shall be entitled to take paid eligible for vacation time off in accordance with with, and subject to, the Company's applicable paid time off vacation policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. executives. (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) 5(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 Reason, in either event within the Change in Control Period (as such terms are defined below).
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