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)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at the rate of $300,000. per year effective as of January 1, 2021 for the remainder of the Term (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 "Temporary Reduced Salary"). The Executive's base 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 the 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).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $506,760 per
year. The Executive's base salary year (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, 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 in a manner that is consistent with reviewed by the Company's usual payroll practices for executive officers. Board, not less than annually. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus based on Executive's achievement of performance objectives established by the Board, such bonus to be targeted at 45% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board or shall 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 approval. (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit. 2 (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e) Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, vacation policy, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $374,920 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 40% 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.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $364,000 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
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 40% 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.
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Compensation and Related Matters.
During the Term, Executive will be entitled to the following: (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
at a rate of $525,000 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 increased) from time to time by the Board or
a Board committee (such an...nual base salary, as it may be increased from time to time, the Compensation Committee of the Board (the "Compensation Committee"). "Annual Base Salary"). The base salary in effect at any given time is referred to herein as "Base Salary." The Annual Base Salary shall may not be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During decreased during the Term, the except as part of a general proportional reduction for all senior executives. (b) Annual Bonus. 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") for calendar years of service in 2021 and thereafter shall be targeted at 100% of the Annual Base Salary and which will not exceed 200% of such target. Such target Annual Bonus shall be reviewed (and may be increased) from time to time by the Board (such target Annual Bonus, as it may be increased from time to time, the "Target Annual Bonus"). The Target Annual Bonus may be increased from time to time by the Board or Committee but not decreased other than as a part of a general proportional reduction for all senior executives. The bonus will scale upward and downward based on actual performance, as determined by the Board or the Compensation Committee from time to time. a Board committee. The Executive's initial target annual incentive compensation Annual Bonus shall be forty percent based upon the achievement of individual and Company performance metrics established by the Board or a Board committee in its sole discretion during the first calendar quarter of the year after prior consultation with the Executive. The payment of any Annual Bonus pursuant to the incentive program shall be subject to Executive's Base Salary (the "Target Bonus"). The actual amount continued employment with the Company through the date of payment, except as otherwise provided in Section 4, and any Annual Bonus (i) shall be paid to Executive in the Executive's annual incentive compensation, calendar year following the calendar year for which such Annual Bonus is earned but no later than March 15th of such calendar year and (ii) is subject to clawback pursuant to any applicable Company clawback policy as then in effect. Notwithstanding the foregoing, a bonus for 2020, if any, shall will 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. Board. (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 plans, programs and arrangements of the Company (including medical, dental and defined contribution retirement plans), consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time, time. In no event shall Executive be eligible to participate in any severance plan, arrangement or program of the Company, except as set forth in Section 4 of this Agreement. (d) Equity Compensation. Executive shall be eligible to participate in a management incentive plan to be implemented by the Company within 60 days following the Effective Date (or as soon as reasonably practicable thereafter) subject to the terms of such plans. and conditions therein as determined by the Board. 2 (e) Paid Time Off. During the Term, the Vacation. 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. (f) Business Expenses. The Company shall reimburse Executive for all reasonable travel and other business expenses reasonably incurred by Executive in 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 off policy during the Term, the Company shall have the right to insure the life of Executive for executives, as may be in effect from time the Company's sole benefit. The Company shall have the right to time. The determine the amount of insurance and the type of policy. Executive shall also be entitled to all paid holidays given by reasonably cooperate with the Company in obtaining such insurance by submitting to its executive officers. (f) Equity. The equity awards held physical examinations, by the Executive supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall continue not be provided to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or the prior written authorization of Executive. Executive shall incur no financial obligation by the Executive for Good Reason executing any required document, and shall have no interest in either event within the Change in Control Period (as any such terms are defined below). policy.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $590,000 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
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. 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 under such incentive program (the "Annual Bonus") shall be targeted at 55% of Executive's Annual Base Salary (such target, as may be adjusted by the Board 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 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 of and eligibility requirements thereof and as 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 plans, programs and arrangements may be amended or in effect from time to time. The In no event shall Executive be eligible to participate in any severance plan or program of the Company, except as set forth in Section 4 of this Agreement. (d) Vacation. During the Term, Executive shall also be entitled to all paid holidays given by personal leave in accordance with the Company's 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 its executive officers. the Company in accordance with the Company's expense reimbursement Policy. 2 (f) Equity. Key Person Insurance. At any time during the Term, the Company shall have the right to insure the life of Executive for the Company's sole benefit. The equity awards held by Company shall have the right to determine the amount of insurance and the type of policy. Executive shall continue reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by 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 not 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 provided to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or the prior written authorization of Executive. Executive shall incur no financial obligation by the Executive for Good Reason executing any required document, and shall have no interest in either event within the Change in Control Period (as any such terms are defined below). policy.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $300,000 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
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.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $400,000.00per 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
... 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. 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 40% 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.
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Compensation and Related Matters. (a) Base Salary. The
Executive's initial Company shall continue the Employee's base salary
shall be paid at
the rate of $275,000 per year. The Executive's base salary shall be reviewed annually its current rate, subject to annual review by
the Board or the Compensation Committee
(the "Compensation Committee") of the
Company's Board
(the "Compensation Committee"). of Directors ("Board"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be p
...ayable in a manner that is consistent with the Company's usual payroll practices for executive officers. practices. (b) Incentive Compensation. During the Term, the Executive The Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined time, in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. accordance with Company's bonus program. Except as otherwise provided herein, in the Company's bonus program, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Equity. The equity awards held by the Employee shall 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 (collectively, the "Equity Award Documentation"). (d) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive her during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. (e) Vacation. During the Term, the Employee shall be entitled to paid vacation in accordance with the Company's policies and procedures. The Employee shall also be entitled to all paid holidays given by the Company in accordance with the policies and procedures then in effect and established by the Company. (f) Travel and Temporary Living Expenses. In order to assist Employee with the Employee's commuting expenses over the initial 24 months of her employment, the Company will reimburse Employee for its executive officers. (d) expenses related to the Employee's temporary living accommodations and the Employee's roundtrip travel costs between Philadelphia and Boston as needed and as mutually agreed with the Company's CEO; provided that applicable travel and temporary living accommodation expenses that are reimbursed by the Company will be subject to taxation in accordance with IRS guidelines and the Company's travel and expense guidelines. (g) Other Benefits. During the Term, the Executive Employee shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. 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)
Annual Base Salary.
The Executive's initial During the Term, Executive shall receive a base salary
at a rate of $500,000 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
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 50% 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.
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