Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te
...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters.
(a) Base (a)Base Salary. The
Executive's Company shall pay the Employee an initial base salary
shall be paid at the rate of
$275,000 per year. The Executive's base salary shall be reviewed annually $420,000, 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 payab
...le in a manner that is consistent with the Company's usual payroll practices practices. (b)Performance Bonus. In addition to the foregoing, the Employee will be paid a one-time bonus of $100,000 less applicable taxes (the "Performance Bonus"), contingent upon either: (i) successfully securing a capital raise on or before June 30, 2020; or (ii) the Company successfully securing funding through means other than a capital raise (e.g., a Change of Control as defined in Section 6(c) or a significant partnership) such that the Company determines a capital raise prior to June 30, 2020 is no longer in the best interest of the Company. The Employee will repay the Bonus to the Company if the Employee voluntarily terminates employment with the Company or is terminated for executive officers. (b) Incentive cause (as determined by the Company) during the first 12 months of your employment. That amount may be collected by the Company, either directly or indirectly, from any (i) payment of any kind due to the Employee from the Company including, without limitation, accrued wages, vacation, final wages, and expense reimbursements to the fullest extent permitted by applicable law; and/or (ii) the forfeiture or cancellation of any equity interest owned by the Employee to the Company or any subsidiary or affiliate thereof, whether now existing or hereafter formed, and regardless of the form such equity interest (e.g., common units, options to acquire common units or otherwise). (c)Incentive Compensation. During the Term, the Executive Employee shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. time, in accordance with Company's bonus program. The Executive's initial Company will initially target annual the Employee's Incentive Bonus at 40% of his Base Salary with eligibility starting in the Company's 2020 plan year. The actual incentive compensation shall target and any Incentive Bonus is discretionary and will be forty percent subject to the Company's assessment of the Executive's Base Salary (the "Target Bonus"). Employee' performance, as well as business conditions at the Company. The actual amount of Incentive Bonus also will be subject to approval by and adjustment at the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to Company and the terms of any applicable incentive compensation plan that may plan. Any Incentive Bonus will be paid by March 15 of the year following the year in effect from time to time. which it is earned. Except as otherwise provided herein, in Section 4(b)(i) below or 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) Expenses. (d)Equity. Following the Date of Hire, the Company will recommend to the Board of Directors (the "Board"), that the Employee be eligible to participate in Kaleido's equity incentive program and be granted, at such time as the Board determines, an option to purchase 270,000 shares of common stock (such equity award is referred to as the "Equity Award"). Subject to the Board's approval of the Equity Award, the Equity Award will vest according to the following schedule: 25% of the Equity Award will vest on the first anniversary of the Date of Hire, and the remaining 75% of the Equity Award will vest in equal installments at the end of each calendar quarter over the next three years, provided that, in each case, that the Employee continues to provide continuous services to the Company as of each such vesting date. The Executive grant of the Equity Award will be conditioned upon, among other things, the Employee's execution of all necessary documentation relating to the Equity Award as determined by the Company (all such documentation is collectively referred to as the "Equity Award Documentation"). In all respects, these options will be governed by the 2019 Stock Option and Incentive Plan and the applicable Stock Option Agreement. (e)Expenses. The Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company. (f)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 for its executive officers. (d) Other in accordance with the policies and procedures then in effect and established by the Company. (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) Base Salary.
The Executive's
initial annual base salary
shall (the "Base Salary") will be
paid at $335,000, less payroll deductions and all required withholdings, payable in accordance with the
rate of $275,000 per year. Company's normal payroll practices. The
Executive's base salary shall be reviewed annually by the Board or
the Compensation Committee a committee of the Board
(the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." ...The shall review Executive's Base Salary shall be payable in periodically. (b) Bonus. If and when the Company adopts a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Term, the formal incentive performance bonus program, Executive shall will be eligible to receive cash incentive compensation as an annual performance bonus pursuant to such program, with a target achievement of twenty-five percent (25%) of Executive's then-Base Salary (the "Annual Bonus"). Any Annual Bonus amount payable shall be based on the achievement of performance goals to be established by the Company and shall be subject to the terms and conditions of the adopted formal bonus program. The Board or a committee of the Board shall review Executive's Annual Bonus periodically. Any Annual Bonus earned by Executive pursuant to this section shall be paid to Executive, less authorized deductions and required withholding obligations, within three months following the end of the fiscal year to which the bonus relates. Executive hereby acknowledges and agrees that nothing contained herein confers upon Executive any right to an Annual Bonus in any calendar year, and that whether and/or when the Company adopts a formal performance bonus program and whether the Company pays Executive an Annual Bonus under such program will be determined by the Company in its sole discretion. (c) Equity Awards. (i) Stock Option. In connection with entering into this Agreement, Executive shall be granted, subject to approval by the Board, an option to purchase 450,000 shares of the Company's common stock (the "Option") with an exercise price per share equal to the fair market value of a share of the Company's common stock on the date of grant (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 its sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan discretion), provided that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be is employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled date of grant. Subject to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance Executive's continued service with the policies and procedures then in effect and established by Company through the Company for its executive officers. (d) Other Benefits. During applicable vesting date, 25% of 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, shares subject to the terms Option will be vest on the first anniversary of such plans. (e) Paid Time Off. During the Term, Effective Date and 1/48th of the Executive shall total number of shares initially subject to the Option will vest on each monthly anniversary thereafter. The Option, and any shares acquired upon exercise, will be entitled subject 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) plan and an option agreement to be entered into between Executive and the applicable award agreement(s) governing Company. (d) Benefits. Executive may participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such equity awards held by 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. 2 (e) Vacation. Executive (collectively, the "Equity Documents"); provided, however, shall be entitled to vacation, sick leave, holidays 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 other paid time-off benefits provided by the Company without Cause or by from time to time which are applicable to the Company's executive officers in accordance with Company policy. The opportunity to take paid time off is contingent upon Executive's workload and ability to manage Executive's schedule. (f) Business Expenses. The Company shall reimburse Executive for Good Reason all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in either event within the Change performance of Executive's duties to the Company in Control Period (as such terms are defined below). accordance with the Company's applicable expense reimbursement policies and procedures as in effect from time to time.
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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 $385,000 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 40% 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 four weeks 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. 2 (f)Key Person Insurance. At any time off policy during the Term, the Company shall have the right to insure the life of Executive for executives, as may be in effect from time the Company's sole benefit. The Company shall have the right to time. The determine the amount of insurance and the type of policy. Executive shall also be entitled to all paid holidays given by reasonably cooperate with the Company in obtaining such insurance by submitting to its executive officers. (f) Equity. The equity awards held physical examinations, by the Executive supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall continue not be provided to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or the prior written authorization of Executive. Executive shall incur no financial obligation by the Executive for Good Reason executing any required document, and shall have no interest in either event within the Change in Control Period (as any such terms are defined below). policy.
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Compensation and Related Matters.
(a) Any bonus pursuant to this Section that the Executive may receive may vary significantly from year to year. There is no representation that a bonus in one year will be comparable to another year. There is no implied term that, if the amount of any bonus is lower in any subsequent year, the Company will compensate the Executive for such difference. Under no circumstances is the bonus to be considered part of the Base
Salary. Salary or other regular employment income. The
Executive's initial b...ase salary shall bonus, if any, will be paid at when the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by Company normally pays such bonuses and is not earned or accrued until 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 Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent 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. bonus payout date. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. (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 (d)Other Benefits. During the Term, the The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled (e)Vacation. Subject 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 vacation policy in effect from time to time, the applicable award agreement(s) governing the terms Executive will be eligible to accrue up to four (4) weeks of such equity awards held paid vacation in each calendar year, accrued pro-rata on a monthly basis, to be taken at times agreed upon by the Executive (collectively, and the "Equity Documents"); provided, however, and notwithstanding anything Company. Vacation time must accrue before the Executive may use it, except upon written approval of the Company, which approval will be at the sole discretion of the Company. The Company reserves the right to require the Executive to take some or all of the accrued vacation days at any time during scheduled or unscheduled office shut-down periods, at its sole discretion. Forfeiture of unused vacation days will be subject to the contrary Company's vacation policy as in effect from time to time. (f)Stock Incentive Program. The Executive will be eligible to participate in the Equity Documents, Section 6(a)(ii) Company's stock incentive program. Upon commencement of this Agreement shall apply in the event of a termination by Executive's employment with the Company, the Company without Cause or by will grant to the Executive a nonstatutory stock option to purchase 218,000 shares of the Company's Common Stock, which option is granted pursuant to the inducement grant exception under NASDAQ Rule 5635(c)[4] and not pursuant to the Company's 2020 Stock Option and Incentive Plan (the "Plan") or any equity incentive plan of the Company. The inducement grant shall have an exercise price equal to the closing price of the Company's common stock on the Nasdaq Global Select Market on the Effective Date and shall vest over four years, with 25% of the original number of shares vesting on the first year anniversary of the Effective Date and the balance vesting in 36 equal monthly installments thereafter, and shall be subject to such other terms as are customary for Good Reason in either event within the Change in Control Period (as such terms are defined below). Company's options under the Plan.
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Compensation and Related Matters. (a) Base Salary.
The Executive's Your initial base salary shall be paid at the rate of
$275,000 $[__________] per year.
The Executive's Your base salary shall be
reviewed annually subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive
...officers. 1 For Tim Noyes 2 For other executives. 3 Board reference for Tim Noyes only (b) Incentive Compensation. During the Term, the Executive You shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's Your initial target annual incentive compensation shall be forty [___] percent of the Executive's your Base Salary (the Salary. The target annual incentive compensation in effect at any given time is referred to herein as "Target Bonus"). Bonus." The actual amount of the Executive's your 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 To earn incentive compensation, the Executive you must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive You shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive you 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 You 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 You 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 you 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 you (collectively, the "Equity Documents"); 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 you 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 $535,000 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 adjusted 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, 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. (f) Equity. Key Person Insurance. At any time during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for the Company's sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy. Executive shall 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 provided to the Company without the prior written authorization of Executive. Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy. 2 (g) Change in Control Equity Vesting. Upon the occurrence of a Change in Control, any unvested equity or equity-based 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 granted prior to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement Effective Date 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). immediately become 100% vested.
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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 $375,000 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 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. Notwithstanding the foregoing, during the period beginning on the Effective Date and ending on December 31, 2020, and thereafter subject to renewal at the Board's sole discretion, the Company shall (i) reimburse Executive for Executive's reasonable travel expenses from Executive's home in Maryland to the Company's offices in Massachusetts, (ii) provide Executive with the use of a corporate apartment while working in Massachusetts that is reasonably close in proximity to the Company's Massachusetts offices and (iii) reimburse Executive for all income and employment taxes incurred by Executive as a result of payments and benefits provided to Executive under this sentence, including under this clause (iii); provided that the sum of the amount of any such reimbursements and the cost to the Company of providing such corporate apartment shall not exceed $75,000. Executive will submit requests for reimbursement and reasonably requested supporting documentation to the Company promptly following the date Executive incurs the related expense. All reimbursements payable to Executive under this Section shall be paid promptly following receipt of such requests and supporting documentation and no later than December 31 of the year following the year in which the expense was incurred. For the avoidance of doubt, travel expenses shall not include meals, ground transportation between the corporate apartment and the Company's office or other incidental expenses. 2 (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 $370,000 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 (such annual base salary, as it may be increased 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 50% of Executive's Annual Base Salary (such target, as may be adjusted 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, 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. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of Company in accordance with 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). expense reimbursement 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 $397,000 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 com...mittee of the Board (the "Compensation Committee"). The (in either case, the "Board," and (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. 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 40% 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
shall be paid at the rate of
$275,000 $502,300 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 50% 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. 2 (c) Benefits. Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit. (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e) Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, vacation policy, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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