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).
View More
Variations of a "Compensation and Related Matters" Clause from Business Contracts
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 receive a base salary at a rate of $350,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board in its sole discretion (the "Annual Base Salary"). (b) Annual Bonus. With respect to each Company fiscal year that ends during the Term, the Executive will be eligible to receive a cash incentive compensation bonus (the "Annual Bonus"), which shall be payable based upon the attainment of individual and Company performance goals established by the Board in its sole discretion. Each such Annual Bonus shall be payable, to the extent earned, on, or at such date as is determined by the Board or within 120 days following, the Compensation Committee from time last day of the fiscal year with respect to time. The Executive's initial target annual incentive compensation which it relates. Notwithstanding any other provision of this Section 3(b) 4 and subject to Section 5(b), no bonus 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 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 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 Company in accordance with their terms, as in effect from time to time, subject and as are generally provided by the Company to the terms of such plans. (e) Paid Time Off. its senior executive officers. (d) Business Expenses. During the Term, the Company shall reimburse the Executive shall be entitled 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 take paid time off the Company in accordance with the Company's applicable paid time off policy expense reimbursement policies and procedures. (e) Indemnification. During the Term and for executives, so long thereafter as may be in effect from time liability exists with regard to time. The Executive shall also be entitled to all paid holidays given by the Executive's activities during the Term on behalf of the Company, the Company to its executive officers. (f) Equity. The equity awards held by shall indemnify the Executive shall continue to be governed by (other than in connection with the terms and conditions of Executive's gross negligence or willful misconduct) in accordance with the Company's customary indemnification policies and procedures which are 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's officers and directors.
View More
Compensation and Related Matters.
(a) (a)Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $564,900 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be upwardly adjusted) from time to time by the Board
(such annual base salary, as it may be upwardly adjusted from t...ime to time, the "Annual Base Salary"). (b)Annual Bonus: Signing Bonus. Dining the Term, Executive will be eligible to participate in an annual incentive program established by the Board. Executive' s annual incentive compensation under such incentive program (the "Annual Bonus") shall be targeted at 55% of Executive's Annual Base Salary. Such target bonus shall be reviewed (and may be upwardly adjusted) from time to time by the Board (such target bonus, as it may be upwardly adjusted from time to time, the "Target Bonus"). The Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board. The payment of any Annual Bonus pursuant to the incentive program shall be subject to Executive's continued employment with the Company through the date of payment, except as. provided in Section 4(b), In addition, the Company shall pay Executive a signing bonus of $25,000, less applicable withholdings, at the first regularly scheduled payroll date following the Effective Date. (c)Equity Awards. Promptly following the Effective Date, and subject to the approval of the Board, Executive will be granted an option to purchase 414,917 common shares of Parent, reflecting 1.50% of the fully-diluted capitalization of the Parent, at an exercise price per share equal to the closing price per Parent common share on the date of grant or the Compensation Committee last trading day preceding the date of grant if the date of grant is not a trading day (the "Option"). Subject to Executive's continued engagement with the Company or Parent, consisting of full or part-time employment, advisory services, or service as a member of the Board (the "Compensation Committee"). of Directors of the Company or Parent (Executive's "Business Relationship"), the Option shall vest over a four-year period, with 25% vesting on the first anniversary of the Effective Date and the remaining 75% vesting in 36 equal monthly installments following the first anniversary of the Effective Date. The base salary in effect at any given time is referred Option will be subject 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) terms of Parent's 2016 Incentive Compensation. During the Term, the Award Plan and an award agreement evidencing such Option. Executive shall be eligible to receive cash incentive compensation as determined by additional equity awards at 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 Board. Notwithstanding anything in Parent's Non-Executive Director Compensation Committee, subject Program (the "NED Program") to the terms of any applicable incentive compensation plan that may be in effect from time contrary, those unvested options to time. Except as otherwise provided herein, purchase Common Shares granted to earn incentive compensation, Executive prior to the Executive must be employed by Effective Date under the Company on the day such incentive compensation is paid. (c) Expenses. The Executive NED Program shall be entitled continue to receive prompt reimbursement for all reasonable expenses incurred by the Executive vest 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. Executive's Business Relationship. (d)Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect plans, programs and arrangements of the Company (including medical, dental, vision, life insurance, disability insurance and defined contribution 401(k) plan) made available to other similarly-situated employees of the Company, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time, subject to the terms of such plans. (e) Paid Time Off. time. (e)Vacation. During the Term, the Executive shall be entitled to take paid time off personal leave in accordance with the Company's applicable paid time off policy Policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive. (f)Business Expenses. During the Term, the Company shall reimburse Executive for executives, as may be all reasonable travel and other business expenses incurred by Executive in effect from the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy. (g)Key Person Insurance. At any time during the Term, the Company and its affiliates shall have the right to time. insure the life of Executive for the Company's and its affiliates' benefit. The Company shall have the right to 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.
View More
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 $550,000 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 (the "Annual Bonus") based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 50% of the Executive's Annual 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 set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. Annual Bonus. Any Annual Bonus earned will be paid at the 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) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement participate in such employee and executive benefit plans and programs as the Company may offer from time to 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 reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the Executive during performance of Executive's duties to the Term in performing services hereunder, Company in accordance with the Company's applicable expense reimbursement 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 as are in effect from time to time, subject to the terms of such plans. time. (e) Vacation; Paid Time Off. During the Term, the Executive shall will be entitled to take vacation or 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 policy. (f) Equity Awards. Executive shall also 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 all enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid holidays given 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.
View More
Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at the rate of $300,000 per year (as may be increased from time to time, the "Annual Base Salary"), provided, that, pursuant to the Company's salary reduction program implemented on April 1, 2020, such Annual Base Salary shall
continue to be paid at the
temporarily reduced annual rate of
$275,000 per year. $240,000 through December 31, 2020 (the "Temporarily Reduced Salary"). The
Executive's ba...se salary Annual Base Salary shall be subject to withholdings and deductions and 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 CEO, and, as applicable, the Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives established by the Board, its Compensation Committee and/or the CEO, such bonus to be targeted at 35% of Annual Base Salary paid to Executive during the applicable fiscal year (the "Annual Bonus"), provided, that, for fiscal year 2020, Executive's Annual Bonus shall be targeted at 55% of the Temporarily Reduced Salary. Any Annual Bonus approved by the Board, 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 and/or the CEO shall be payable in a manner that is consistent with paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. 2 (c) Benefits. Executive shall be eligible entitled to receive cash incentive compensation participate in such employee and executive benefit plans and programs as determined by the Board or the Compensation Committee 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).
View More
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 $495,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be upwardly adjusted) from time to time by the Board
or (such annual base salary, as it may be upwardly adjusted from t...ime to time, 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 "Annual Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. Salary"). (b) Incentive Compensation. Bonus. During the Term, Executive will be eligible to participate in an annual incentive program established by the Board. Executive's annual incentive compensation under such incentive program (the "Annual Bonus") shall be targeted at 40% of Executive's Annual Base Salary. Such target bonus shall be reviewed (and may be adjusted) from time to time by the Board (such target bonus, as it may be adjusted from time to time, the "Target Bonus"). The Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board. The payment of any Annual Bonus pursuant to the incentive program shall be subject to Executive's continued employment with the Company through the date of payment, except as provided in Section 4(b). (c) Equity Awards. Promptly following the Effective Date, and subject to the approval of the Board, Executive will be granted a promotion equity award option to purchase 20,000 common shares of Parent, at an exercise price per share equal to the closing price per Parent common share on the date of grant or the last trading day preceding the date of grant if the date of grant is not a trading day (the "Option"). Subject to Executive's continued engagement 2 with the Company or Parent, consisting of full or part-time employment or advisory services (in any case, a "Business Relationship"), the Option shall vest over a four-year period, with 25% vesting on the first anniversary of the Effective Date and the remaining 75% vesting in 36 equal monthly installments following the first anniversary of the Effective Date. The Option will be subject to the terms of Parent's 2016 Incentive Award Plan and an award agreement evidencing such Option. Executive shall be eligible to receive cash incentive compensation as determined by additional equity awards at 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. Board. (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 plans, programs and arrangements of the Company (including medical, dental, vision, life insurance, disability insurance and defined contribution 401(k) plan) made available to other similarly-situated employees of the Company, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time, subject to the terms of such plans. time. (e) Paid Time Off. Vacation. During the Term, the Executive shall be entitled to take four (4) weeks of paid time off personal leave in accordance with the Company's applicable paid time off policy Policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive. (f) Business Expenses. During the Term, the Company shall reimburse Executive for executives, as may be all reasonable travel and other business expenses incurred by Executive in effect from the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy. (g) Key Person Insurance. At any time during the Term, the Company and its affiliates shall have the right to time. insure the life of Executive for the Company's and its affiliates' benefit. The Company shall have the right to 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.
View More
Compensation and Related Matters.
(a) (a)Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $310,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted) from time to time by the Board
of Directors of the Company or
the Compensation Committee an authorized ...committee of the Board (the "Compensation Committee"). The (in either case, the "Board") (such annual base salary in effect at any given salary, as it may be adjusted from time is referred to herein as "Base Salary." The time, the "Annual Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. Salary"). (b)Bonus. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive program established by the Board. Executive's annual incentive compensation as under such incentive program (the "Annual Bonus") shall be targeted at 30% of Executive's Annual Base Salary. The Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board or Board. The payment of any Annual Bonus pursuant to the Compensation Committee from time to time. The Executive's initial target annual incentive compensation program 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 Executive's continued employment with the terms Company through the date of any applicable incentive compensation plan that may be in effect from time to time. Except payment, 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. Section 4(b). (c)Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect plans, programs and arrangements of the Company (including medical, dental and 401(k) plans), consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time, subject time. In no event shall Executive be eligible to participate in any severance plan or program of the terms Company, except as set forth in Section 4 of such plans. (e) Paid Time Off. this Agreement. (d)Vacation. During the Term, the Executive shall be entitled to take paid time off personal leave 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. 2 BN\1438783.3 (e)Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable 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. (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.
View More
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 $410,000 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 as determined a discretionary annual bonus (the "Annual Bonus") based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 40% of the Executive's Annual 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 set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. (c) Expenses. The Annual Bonus. Any Annual Bonus earned will be paid at the 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. 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. (c) 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 (d) Vacation; Paid Time Off. Executive shall also will be entitled to all vacation or paid holidays given time off, in accordance with the Company's policy. (e) Equity Awards. Executive shall be eligible to receive grants of equity awards in the Company's sole discretion. (f) 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.
View More
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 $300,000 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 CEO, such bonus to be targeted at thirty-five percent (35%) 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 Executive's continuous employment through the date of payment. (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, 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, 2 (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 the Term, the so long as 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, serves 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 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.
View More
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 $410,000 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 as determined a discretionary annual bonus (the "Annual Bonus") based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 40% of the Executive's Annual 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 set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. Annual Bonus. Any Annual Bonus earned will be paid at the 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) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement participate in such employee and executive benefit plans and programs as the Company may offer from time to 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 reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the Executive during performance of Executive's duties to the Term in performing services hereunder, Company in accordance with the Company's applicable expense reimbursement 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 as are in effect from time to time, subject to the terms of such plans. time. (e) Vacation; Paid Time Off. During the Term, the Executive shall will be entitled to take vacation or 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 policy. (f) Equity Awards. Executive shall also 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 all enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid holidays given 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.
View More
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 $358,852 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted) from time to time by the Board
or (such annual base salary, as it may be adjusted from time to time, the
C...ompensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The "Annual Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. Salary"). (b) Incentive Compensation. Annual Cash Bonus Opportunity. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive program established by the Board. Executive's annual incentive compensation under such incentive program (the "Annual Bonus") shall be targeted at 35% of Executive's Annual Base Salary (such target, as may be increased by the Board from time to time, the "Target Annual Bonus"). The Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board or Board. The payment of any Annual Bonus pursuant to the Compensation Committee from time to time. The Executive's initial target annual incentive compensation program 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 Executive's continued employment with the terms Company through the date of any applicable incentive compensation plan that may be in effect from time to time. Except payment, 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. in Section 4(b). (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, plans, programs and arrangements of the Company (including medical, dental and 401(k) plans), subject to the terms and eligibility requirements thereof and as such plans, programs and arrangements may be amended from time to time. In no event shall Executive be eligible to participate in any severance plan or program of such plans. (e) Paid Time Off. the Company, except as set forth in Section 4 of this Agreement. (d) Vacation. During the Term, the Executive shall be entitled to take paid time off personal leave 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) Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable 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. (f) Key Person Insurance. At any time off policy during the Term, the Company shall have the right (but not the obligation) 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.
View More
