Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During the Te
...rm, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. (f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial 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 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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Compensation and Related Matters. (a) Base Salary. The Executive's
initial annual base salary
shall be paid at the rate of $275,000 per year. The Executive's base salary shall be reviewed annually is $520,000, which is subject to review and redetermination by the
Board or the Compensation Committee of the Board (the "Compensation Committee"). Company from time to time. The
annual base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary
shall will be payable in a manner that is consistent wi
...th the Company's usual payroll practices for executive officers. senior executives. (b) Incentive Compensation. During the Term, the Bonus. The Executive shall be is eligible to receive cash incentive compensation participate in the Company's Senior Executive Cash Incentive Bonus Plan, as determined approved by the Board or the its Compensation Committee from time to time. The Executive's initial target annual incentive compensation terms of the Incentive Bonus Plan shall be forty percent of established and altered by the Board or its Compensation Committee in its or their sole discretion. For calendar year 2018, the Executive's Base Salary (the "Target Bonus"). The actual amount target bonus under this Section 3(b) shall be 50% of the Executive's annual incentive compensation, if any, shall be determined in Base Salary, pro-rated to reflect the sole discretion of the Board or the Compensation Committee, subject to the terms of Executive's 2018 service. To earn any applicable incentive compensation plan that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, bonus, the Executive must be employed by the Company on the day such bonus is paid, except as provided to the contrary in either Section 6 or 7 below, because such Bonus serves as an incentive compensation for the Executive to remain employed with the Company. Both parties acknowledge and agree that any Bonus is paid. not intended and shall not be deemed a "wage" under any state or federal wage-hour law. (c) Expenses. The Executive shall be entitled Equity. Subject to receive prompt reimbursement for all reasonable expenses incurred approval by the Company's Compensation Committee and a majority of the Company's Independent Directors as defined in NASDAQ Listing Rule 5605(a)(2), and as a material inducement to the Executive during the Term in performing services hereunder, in accordance entering into employment with the policies and procedures then in effect and established by Company, on or about the Company for its executive officers. (d) Other Benefits. During the Term, Commencement Date, the Executive shall be eligible granted an option to participate in or receive benefits under purchase 650,000 shares of Common Stock ("Common Stock") of the Company, such option to (a) have an exercise price per share equal to the closing price per share of the Company's employee benefit plans in effect from time to time, Common Stock on the NASDAQ Global Select Market on the date of grant, (b) vest and become exercisable, subject to the terms Executive's continued employment on each applicable vesting date, at a rate of such plans. (e) Paid Time Off. During 25% of the Term, total shares underlying the Executive shall option on the first anniversary of the date of grant and, following that, as to an additional 2.0833% of the total shares underlying the grant on a monthly basis in arrears, (c) be entitled to take paid time off in accordance with awarded outside of the Company's applicable paid time off policy for executives, stock incentive plans as may an "inducement grant" within the meaning of NASDAQ Listing Rule 5635(c)(4), (d) be in effect from time a nonqualified stock option and (e) be subject 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 a nonqualified stock option agreement between the Executive and the Company. The Executive's rights in and eligibility for restricted stock and stock options (as applicable) will be governed by the applicable equity documents. (d) Employee Benefits. The Executive will be entitled to participate in the Company's applicable equity incentive plan(s) employee benefit plans, subject to the terms and the applicable award agreement(s) governing the terms conditions of such equity awards held plans and to the Company's ability to amend and modify such plans. The benefits made available by the Company, and the rules, terms, and conditions for participation in such benefit plans, may be changed by the Company at any time and from time to time without advance notice and without recourse by the Executive. (e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive (collectively, in connection with the "Equity Documents"); provided, however, and notwithstanding anything Company's business. Expense reimbursement shall be subject to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by such policies that 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). may adopt from time to time, including with respect to pre-approval.
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Compensation and Related Matters. (a)
Annual Base Salary.
The Executive's initial During the Term and effective as of the Effective Date, Executive shall receive a base salary
at a rate of $325,000 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 from time to time by the Board
or (such annual base salary, as it may be adjusted from ti...me 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 Bonus. During the Term, Term and commencing for the full calendar year 2019, Executive shall will be eligible to receive cash participate in such annual incentive compensation as determined program established by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation under such incentive program (the "Annual Bonus") shall be forty targeted at thirty five percent (35%) of the Executive's Annual Base Salary (the "Target Bonus"). The actual amount Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board. The payment of any Annual Bonus pursuant to the incentive program will be made on or before March 15th of the Executive's annual incentive compensation, if any, shall be determined year following the year 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 which such incentive compensation Annual Bonus is paid. earned. (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 as the Company may from time to time, subject time offer to provide to its executives, consistent with the terms thereof and as such plans, programs and arrangements may be amended from time to time. 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. 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 below. 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 below, (d) Vacation; Holidays. During the Term, the Executive shall be entitled to take paid vacation per calendar year (pro-rated for partial years) in accordance with the Policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive. In addition, the Company offers employees time off for standard Company holidays in accordance with the Policies. 2 (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 applicable paid time off policy for executives, expense reimbursement Policy, including reasonable airfare between the Bay Area and Portland and reasonable lodging and dinner expenses while working from the Company's Emeryville offices. (f) Equity Awards. (i) Promotion Option. As soon as may be in effect from time to time. The reasonably practicable following the Effective Date, Executive shall also be entitled granted, subject to all paid holidays given approval by the Board, an option to purchase 146,680 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 in its sole discretion), provided that Executive is employed by the Company on the date of grant. The Option shall vest and become exercisable as to its executive officers. (f) Equity. The 1/48th of the shares subject to the Option on each monthly anniversary of the Effective Date, or if no such date exists, on the last day of calendar month, (each such date, a "Vesting Date") such that the Option will be fully vested and exercisable on the fourth anniversary of the Effective Date, subject to Executive's continued service with the Company through the applicable Vesting Date. (ii) Previous Equity Awards. Executive's existing equity awards held by the Executive shall continue in accordance with their current terms and conditions. (iii) Generally. The Option and Executive's existing equity awards, and any shares acquired upon exercise, will be subject to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) plan and award agreements to be entered into between Executive and the applicable award agreement(s) governing Company. Executive's equity awards, including the terms of such equity awards held by Option, shall also have the Executive (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary accelerated vesting as provided 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). 4 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 minimum rate of $410,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be
paid at subject to annual review and increase (such annual base salary, as it may be increased from time to time, the
rate of $275,000 per year. The Executive's base salary shall be... reviewed annually by the Board or the Compensation Committee "Annual Base Salary"). (b) Bonus. With respect to each fiscal year 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 Company 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 70% of his Annual Base Salary (the "Target Bonus"), and with the expectation that the bonus will scale upward and downward based on actual performance, as determined by the Board Board, such that the actual Annual Bonus payable to Executive may be greater than, equal to or less than the Compensation Committee from time to time. Target Bonus. The Executive's initial target annual incentive compensation Annual Bonus shall be forty percent based upon the achievement 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 Company and/or individual performance metrics 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 Board. The Annual Bonus for a fiscal year will be paid no later than the fifteenth day of the third month following the end of such fiscal year. (c) Long-Term Incentive. The Company for its executive officers. will grant Executive equity incentive awards (or other long-term incentive compensation). The grant date fair value, type of award and specific terms and conditions of such awards will be determined by the compensation committee of the Board, but shall be commensurate with Executive's position and the terms shall be consistent with the terms applicable to similarly situated executives. (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 generally available from time to time, subject time to other similarly situated executives of the terms Company in the jurisdiction of such plans. Executive's principal office location. (e) Paid Time Off. During the Term, the Executive shall be entitled to take at least twenty-five (25) days, on an annualized basis, of paid time off personal leave in accordance with the Company's applicable paid time off policy for executives, as may Policies. Any vacation shall be in effect from time to time. The Executive shall also be entitled to all paid holidays given by taken at the reasonable and mutual convenience of the Companyand Executive. (f) 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 $500,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company. Such annual base salary shall be reviewed
annually (and may be adjusted) from time to time by the Board
or (such annual base salary, as it may be adjusted from time to time, the
Compensation Committee of the Board (the "Compensation C...ommittee"). 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 as under such incentive program (the "Annual Bonus") shall initially be targeted at 75% 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. For 2020, 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, performance goals shall be determined in within sixty (60) days following the sole discretion Effective Date and shall primarily be financial-related goals. The payment of any Annual Bonus pursuant to the Board or the Compensation Committee, incentive program shall be subject to Executive's continued employment with the terms Company through the date of any applicable incentive compensation plan that may payment, which shall be in effect from at the same time to time. Except as all other annual bonuses for other company executives, 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 plans, programs and arrangements of the Company (including, but not limited to time, 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 four weeks of paid vacation time off in accordance with the Company's applicable paid Policies. Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive. (e) Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's expense reimbursement Policy. (f) Key Person Insurance. At any time off policy during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for executives, as may 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) Initial Option Grants. Subject to Board approval, the Company will grant to the Executive pursuant the Company's 2014 Incentive Award Plan, Inducement Award Plan or any successor equity incentive plan then in effect from time (in any case, the "Plan") a stock option for the purchase of 3,000,000 shares of the Company's common stock ("Common Stock"), subject to time. The Executive shall also be entitled time-based vesting conditions (the "Initial Options") with an exercise price per share equal to all paid holidays given the fair market value of such Common Stock, as determined by the Board, at the time of grant. The Initial Options will vest in 48 substantially equal monthly installments over the four years following the date the options are granted, subject to the Executive's continued employment with the Company on the applicable vesting date. The Initial Options will be subject 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 a separate stock option award agreement between Executive 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 $550,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted) from time to time by the Board
or (such annual base salary, as it may be adjusted from time to time, the
C...ompensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The "Annual Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. Salary"). (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive compensation as determined program established by the Board or the Compensation Committee from time to time. The Board. Executive's initial target annual incentive compensation under such incentive program (the "Annual Bonus") shall be forty percent targeted at 80% of the Executive's Annual Base Salary (the "Target Annual Bonus"). The actual amount of Annual Bonus payable under the Executive's annual incentive compensation, if any, program shall be based on the achievement of performance goals to be determined in by the sole discretion Board. The payment of any Annual Bonus pursuant to the Board or the Compensation Committee, incentive program shall be 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 employee benefit 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. In no event shall Executive be eligible to participate in any severance plan or receive benefits 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 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, 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 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. Subject to approval by the Board, on or as soon as practicable after the Effective Date, the Company will grant Executive an option (the "Option") under the Company's employee benefit plans 2014 Omnibus Incentive Plan (the "Plan") to purchase 3,200,000 shares of the Company's common stock (subject to adjustment for corporate events as set forth in effect from time the Plan) at an exercise price per share equal to time, the per share fair market value of the Company's common stock on the date of grant, as determined in accordance with the Plan. The Option will vest as to 25% of the shares subject to the Option on the first anniversary of the vesting commencement date determined by the Board and as to an additional 6.25% of such shares upon Executive's completing each three months of continuous service to the Company thereafter. In all respects, the Option will be governed by and 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 Plan and a separate stock option agreement to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) entered into between Executive 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) Base This Section 2 sets forth the compensation and benefits to be provided to the Executive during the Term. (a)Base Salary. The
Executive will continue to pay Executive, as compensation for the performance of the Executive's
initial base duties and obligations hereunder, salary
shall be paid at the rate of
$275,000 $[__________] per year. The Executive's
base salary shall be
reviewed annually subject to annual review not later than March 31st of each year for possible increase by the Board
... or the Compensation Committee of the Board (the "Compensation Committee"). Committee"), which may be adjusted from time to time. 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 its executive officers. (b) Incentive officers (b)Incentive Compensation. During the Term, the The Executive shall participate in an annual cash incentive compensation plan (the "Annual Bonus Plan"). The Executive will be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. earn an annual bonus for each full calendar year completed (the "Annual Bonus"). The Executive's initial target annual incentive compensation shall Annual Bonus will be forty [__________] percent ([_]%) of the Executive's Base Salary (the "Target Bonus"). Bonus") based on Base Salary in effect on January 1st of the applicable performance period. The actual amount Annual Bonus payable to the Executive with respect to a performance period will be determined by the Compensation Committee based on achieving performance goals and objectives for such calendar year as reasonably determined by the Compensation Committee. The Executive's Annual Bonus shall be paid as soon as administratively practicable after the end of the Executive's annual incentive compensation, if any, shall be determined performance period, but in no event later than the sole discretion of the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan March 15th immediately following such period; provided, that may be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be remain continuously employed by the Company through the date on which the day such incentive compensation is paid. (c) Expenses. The Board approves the actual Annual Bonus amount payable to the Executive shall to be entitled eligible to receive prompt reimbursement bonus (except as otherwise provided in Section 4(c) or 5(a)). (c)Expenses. The Company shall promptly pay or reimburse the Executive for all reasonable expenses incurred by the Executive during the Term in while performing services hereunder, including but not limited to travel expenses and attendance at industry events, in accordance with 2 the policies and procedures then in effect and established by the Company for its executive officers. (d) Other officers, but in no event later than thirty (30) days submission of a reimbursement request in accordance with such policies or procedures. (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 (e)Paid Time Off. During the Term, the The Executive shall be entitled to take paid time off in accordance with the Company's applicable paid time off policy for executives, as may be in effect from time to time. (f)Stock Ownership Guidelines. The Executive shall also be entitled subject to all paid holidays given the Company's Executive Stock Ownership Guidelines while providing services under this Agreement. (g)Treatment of Equity Awards upon a Change in Control. The following provisions shall apply to any award granted under the Adagio Therapeutics, Inc. 2021 Equity Incentive Plan (the "Plan") or any other plan, agreement or arrangement based on the value of a share of the Company's common stock on or after the Effective Date (collectively, the "Equity Awards") to the extent the Equity Awards are assumed, continued or substituted by the Company to surviving or acquiring entity (or its executive officers. (f) Equity. The equity awards held by parent) in connection with a Change in Control (as defined in the Plan) and the Executive continues to provide services to the Company or its successor following such Change in Control: (i)Except as otherwise provided in the Change in Control transaction's definitive agreement, the Plan or the applicable award agreement, or as set forth in Section 6 below, Equity Awards subject to vesting solely on account of completing periods of covered employment or service (collectively, the "Time-Based Equity Awards") shall continue not immediately accelerate and become fully vested and exercisable or non-forfeitable on such a Change in Control, and (ii) all other Equity Awards, including but not limited to performance stock units vesting based on achieving pre-established performance goals (collectively, the "Performance-Based Equity Awards") shall be governed by the terms and conditions of the Company's applicable equity incentive plan(s) Plan 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). agreement.
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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 $540,000 per annum, which shall be paid
at in accordance with the
rate customary payroll practices of
$275,000 per year. The Executive's the Company and shall be pro-rated for partial years of employment. Such annual base salary shall be reviewed
annually (and may be adjusted) from time to time by the Board
or (such annual base salary, as it may be adjusted from time to time, the
C...ompensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The "Annual Base Salary shall be payable in a manner that is consistent with the Company's usual payroll practices for executive officers. Salary"). (b) Incentive Compensation. Bonus. During the Term, the Executive shall will be eligible to receive cash participate in an annual incentive program established by the Board. Executive's annual incentive compensation as under such incentive program (the "Annual Bonus") shall be targeted at 55% 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. 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 employee benefit 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. In no event shall Executive be eligible to participate in any severance plan or receive benefits 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 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) Equity. Subject to approval by the Board, at such time as the 2019 annual equity awards are granted to the Company's executives generally, the Company will grant Executive an option (the "Option") under the Company's employee benefit plans 2015 Incentive Award Plan (the "Plan") to purchase 275,000 shares of the Company's common stock (subject to adjustment for corporate events as set forth in effect from time the Plan) at an exercise price per share equal to time, the per share fair market value of the Company's common stock on the date of grant, as determined in accordance with the Plan. The Option will vest as to 25% of the shares subject to the Option on the first anniversary of the vesting commencement date determined by the Board and as to an additional 6.25% of such shares upon Executive's completing each three months of continuous service to the Company thereafter. In all respects, the Option will be governed by and 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 Plan and a separate stock option agreement to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) entered into between Executive 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
shall be paid at the rate of
$275,000 $291,748 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 paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the
CEO, and, as applicable, th...e Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives as mutually agreed between Executive and the CEO, such bonus to be targeted at 35% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board, the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary and/or the CEO shall be payable in a manner that is consistent with paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. (c) Benefits. Executive shall be eligible entitled to receive cash incentive compensation participate in such employee and executive benefit plans and programs as determined by the Board or the Compensation Committee Company may from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefit. 2 (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the (e) Vacation. Executive must be employed by the Company on the day such incentive compensation is paid. (c) Expenses. The Executive shall will be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. (d) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans in effect from time to time, subject to the terms of such plans. (e) Paid Time Off. During the Term, the Executive shall be entitled to take paid time off vacation in accordance with the Company's applicable paid time off policy for executives, 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 During the Term, Executive shall receive a base salary
shall be paid at the rate of
$275,000 $381,924 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 paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed
annually by the
CEO, and, as applicable, th...e Board or of Directors of the Company (the "Board") and/or the Compensation Committee of the Board, not less than annually. (b) Annual Bonus. Executive shall be eligible to receive a discretionary annual bonus based on Executive's achievement of performance objectives as mutually agreed between Executive and the CEO, such bonus to be targeted at 35% of Executive's Annual Base Salary (the "Annual Bonus"). Any Annual Bonus approved by the Board, the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary and/or the CEO shall be payable in a manner that is consistent with paid at the Company's usual payroll practices for executive officers. (b) Incentive Compensation. During same time annual bonuses are paid to other executives of the Term, Company generally, subject to Executive's continuous employment through the date of approval. (c) Benefits. Executive shall be eligible entitled to receive cash incentive compensation participate in such employee and executive benefit plans and programs as determined by the Board or the Compensation Committee Company may from time to time. The Executive's initial target annual incentive compensation shall be forty percent of the Executive's Base Salary (the "Target Bonus"). The actual amount of the Executive's annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee, time offer to provide to its executives, subject to the terms and conditions of such plans. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any, or any particular, plan or benefit. 2 (d) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive's duties to the Company in accordance with the Company's applicable incentive compensation plan that may be expense reimbursement policies and procedures as are in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, Without limiting the Executive must be employed by foregoing, the Company on will reimburse Executive's reasonable airfare expenses incurred when traveling between the day such incentive compensation is paid. (c) Expenses. The Company's headquarters and Executive's primary residence. (e) Vacation. 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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