This page contains Compensation and Related Matters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te
...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Variations of a "Compensation and Related Matters" Clause from Business Contracts
Compensation and Related Matters.
(a) Base Salary. The (c) Signing Bonus. In connection with the Executive's
initial base salary shall commencement of employment, the Company will pay the Executive a signing bonus of $200,000 (the "Signing Bonus"), 100 percent of which will be paid
at concurrently with the
rate annual bonus payouts for fiscal year 2020 to the current employees of
$275,000 per year. the Company (the "Payment Date"). The
Signing Bonus will be subject to tax-related deductions and withholdings. If the Executive res...igns the Executive's base salary shall employment for any reason or the Executive's employment is terminated by the Company for Cause (as defined below) before the first anniversary of the Payment Date, the Executive will be reviewed annually by obligated to repay the Company 100 percent of the Signing Bonus within ten days following the Date of Termination. There will be no obligation for repayment of any portion of the Signing Bonus after the first anniversary of the Payment Date. (d) Equity Compensation. In connection with the Executive's commencement of employment, Company management will recommend to the Board or the Compensation Committee that the Executive receive a stock option to purchase 400,000 shares of the Board (the "Compensation Committee"). The base salary Company's common stock under the Company's 2018 Stock Option and Incentive Plan at a per share exercise price determined on the grant date in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent accordance 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 equity grant policies, with 25 percent of the Executive's Base Salary (the "Target Bonus"). The actual amount shares underlying the option vesting on the first anniversary of the Executive's annual incentive compensation, if any, shall be determined in Effective Date and the sole discretion remainder of the Board or shares underlying the Compensation Committee, option vesting thereafter in 12 equal quarterly installments until the fourth anniversary of the Effective Date, 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 Executive's continued employment with the Company on the day through each such incentive compensation is paid. (c) vesting date. (e) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable and documented expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) (f) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. (g) Vacations. During the Term, the Executive shall be entitled to take accrue up to 20 paid time off vacation days each year, which shall be accrued in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $410,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Compensation Committee"). The base salary... in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the COO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus (the "Annual Bonus") based on Executive's achievement of performance objectives as determined by mutually agreed between Executive and the Board or the Compensation Committee from time to time. The COO. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 40% of the Executive's Annual Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. Annual Bonus. Any Annual Bonus earned will be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to any limitations on payment as set forth in Section 6. (c) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement participate in such employee and executive benefit plans and programs as the Company may offer from time to time to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the Executive during performance of Executive's duties to the Term in performing services hereunder, Company in accordance with the Company's applicable expense reimbursement policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans as are in effect from time to time, subject to time. The Company will also cover the terms expense of such plans. travel, room and board when working from Company headquarters in Carlsbad, CA. (e) Vacation; Paid Time Off. During the Term, the Executive shall will be entitled to take vacation or paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The policy. (f) Equity Awards. Executive shall also be eligible to receive grants of equity awards in the Company's sole discretion. (g) Indemnification Agreement; Insurance. As an officer of the Company, Executive shall be entitled to all enter into the Company's standard indemnification agreement. 2 Executive will also be covered under a directors and officers liability insurance policy paid holidays given for by the Company to its executive officers. (f) Equity. The equity awards held by the for so long as Executive shall continue to be governed by the terms and conditions serves as an officer of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Company.
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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 $360,000 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," 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. (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 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. (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 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. (f) Equity. the Company in accordance with the Company's expense reimbursement Policy. (f)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, 2 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) Base Salary.
The Executive's initial During the Term, the Employee's annual base salary shall be
paid at the rate of $275,000 per year. $370,000. The
Executive's Employee'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 e...xecutive officers. practices. (b) 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. The Executive's Employee's initial target annual incentive compensation shall be forty thirty-five percent (35%) of the Executive's his Base Salary (the "Target Bonus"). Annual Incentive Compensation"). The Employee will receive guaranteed cash incentive compensation for 2019, prorated based on the portion of 2019 during which the Employee is employed by the Company (the "2019 Annual Incentive Compensation"). For example, if the Employee works through December 31, 2019, the 2019 Annual Incentive Compensation will be $48,562.50. The 2019 Annual Incentive Compensation will be paid no later than December 31, 2019. Following 2019, the actual amount of cash incentive compensation payable to the Executive's annual incentive compensation, if any, shall Employee will be determined in the sole discretion of subject to the Board or Compensation Committee's assessment of the Compensation Committee, subject to Employee's performance, as well as business conditions at the terms of any applicable incentive compensation plan that may be in effect from time to time. Company. Except as otherwise provided herein, to earn incentive compensation, the Executive Employee must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive him during the Term in performing services hereunder, hereunder upon presentation of receipts and otherwise in accordance with the policies and procedures then in effect and established by the Company for its executive officers. Company. (d) 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. Vacations. During the Term, the Executive Employee shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. policies and procedures. The Executive Employee shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held in accordance with the policies and procedures then in effect and established 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). Company.
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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 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 $545,000.00 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, th
...e 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 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 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, time. 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 be entitled to paid 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 the Company in accordance with the Company's expense reimbursement Policy. (f) 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. (g) Equity Awards. Subject to and effective upon Executive's appointment as President of the Company by the Board (the date of such appointment the "Grant Date"), Executive will be granted an option to purchase 60,000 shares of common stock of the Company (the "Option"). The Option will (i) have an exercise price per share equal to the closing price per share of the Company's common stock on the date of grant or the last trading day preceding the date of grant if the date of grant is not a trading day 2 and (ii) vest in forty-eight (48) substantially equal monthly installments over a four-year period following the Grant Date, subject to Executive's continued employment with the Company through each vesting date. The Option will be 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 incentive award plan under which they are granted and conditions of the Company's applicable equity incentive plan(s) and standard award agreements evidencing 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). awards.
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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 $450,000 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 Executive shall receive a base salary
shall be paid at the rate of
$275,000 $410,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions and as adjusted for part time status, 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 "Comp...ensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the CEO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus (the "Annual Bonus") based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 40% of the Executive's Annual Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. Annual Bonus. Any Annual Bonus earned will be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to any limitations on payment as set forth in Section 6. (c) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement participate in such employee and executive benefit plans and programs as the Company may offer from time to time to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the Executive during performance of Executive's duties to the Term in performing services hereunder, Company in accordance with the Company's applicable expense reimbursement policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans as are in effect from time to time, subject to time. The Company will also cover the terms expense of such plans. travel, room and board when working from Company headquarters in Carlsbad, CA. (e) Vacation; Paid Time Off. During the Term, the Executive shall will be entitled to take vacation or paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The policy. (f) Equity Awards. Executive shall also be eligible to receive grants of equity awards in the Company's sole discretion. 2 (g) Indemnification Agreement; Insurance. As an officer of the Company, Executive shall be entitled to all enter into the Company's standard indemnification agreement. Executive will also be covered under a directors and officers liability insurance policy paid holidays given for by the Company to its executive officers. (f) Equity. The equity awards held by the for so long as Executive shall continue to be governed by the terms and conditions serves as an officer of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Company.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term of Employment, Executive shall receive a base salary
shall be paid at the rate of
$275,000 per year. The Executive's base salary $ 23,000 biweekly (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Base Salary shall be reviewed
annually by the
Board or BOD, an...d, as applicable, the Compensation Committee of the Board BOD, not less than annually. Executive's compensation shall be accrued until such time as the pending litigation settlement is filed and approved by the Delaware Chancery Court (the "Compensation Committee"). The base salary in effect "Cash Payment Trigger") on or after the Effective Date of this Agreement. Executive and Company hereby agree that Executive's services to the Company to prepare for the change of control at any given time is referred INTI entitle Executive to herein as "Base Salary." The a sign-on bonus compensation from the filing of the joint settlement agreement to the effective date, which will be paid upon achievement of the Cash Payment Trigger. Thereafter Executive's Base Salary shall be payable paid as described in a manner that is consistent with the Company's usual payroll practices for executive officers. section 3(a) above. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation a discretionary annual bonus based on Executive's achievement of performance objectives as determined mutually agreed between Executive and the BOD, such bonus to be targeted at fifty percent (50%) of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board or BOD and/or the Compensation Committee of the BOD shall be paid at the 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, or 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, 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). vacation policy.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial Executive shall receive a base salary
shall be paid at the rate of
$275,000 $460,000 per
year. The Executive's base salary annum (as may be increased from time to time, the "Annual Base Salary"), subject to withholdings and deductions, which shall be
reviewed annually by paid to Executive in accordance with the
Board or the Compensation Committee customary payroll practices and procedures of the
Board (the "Compensation Committee"). The base salary... in effect at any given time is referred to herein as "Base Salary." The Company. Such Annual Base Salary shall be payable reviewed by the CEO, and as applicable, the Board of Directors of the Company (the "Board"), not less than annually, and may be increased, but not decreased, in a manner that is consistent connection with the Company's usual payroll practices for executive officers. any such review. (b) Incentive Compensation. During the Term, the Annual Bonus. Executive shall be eligible to receive cash incentive compensation as determined a discretionary annual bonus (the "Annual Bonus") based on Executive's achievement of performance objectives in accordance with the terms set forth by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation Annual Bonus shall be forty percent equal to 40% of the Executive's Annual Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the set forth in Section 6, Executive must be employed by the Company on the day date of payment of any Annual Bonus to remain eligible to receive such incentive compensation is paid. Annual Bonus. Any Annual Bonus earned will be paid at the same time annual bonuses are paid to other executives of the Company generally, subject to any limitations on payment as set forth in Section 6. (c) Expenses. The Benefits. Executive shall be entitled to receive prompt reimbursement participate in such employee and executive benefit plans and programs as the Company may offer from time to time to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan, or benefits. (d) Business Expenses. The Company shall reimburse Executive for all reasonable reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the Executive during performance of Executive's duties to the Term in performing services hereunder, Company in accordance with the Company's applicable expense reimbursement policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans as are in effect from time to time, subject to time. The Company will also cover the terms expense of such plans. travel, room and board when working from Company headquarters in Carlsbad, CA. (e) Vacation; Paid Time Off. During the Term, the Executive shall will be entitled to take vacation or paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The policy. (f) Equity Awards. Executive shall also be eligible to receive grants of equity awards in the Company's sole discretion. (g) Indemnification Agreement; Insurance. As an officer of the Company, Executive shall be entitled to all enter into the Company's standard indemnification agreement. 2 Executive will also be covered under a directors and officers liability insurance policy paid holidays given for by the Company to its executive officers. (f) Equity. The equity awards held by the for so long as Executive shall continue to be governed by the terms and conditions serves as an officer of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). Company.
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