Compensation and Related Matters Clause Example from Business Contracts

Compensation and Related Matters. 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 duties and obligations hereunder, salary at the rate of $550,000 per year. The Executive's salary shall be 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..."), 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 Compensation. The Executive shall participate in an annual cash incentive compensation plan (the "Annual Bonus Plan"). The Executive will be eligible to earn an annual bonus for each full calendar year completed (the "Annual Bonus"). The Executive's target Annual Bonus will be fifty percent (50%) of Executive's Base Salary (the "Target Bonus") based on Base Salary in effect on January 1st of the applicable performance period. The actual 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 performance period, but in no event later than the March 15th immediately following such period; provided, that the Executive must remain continuously employed by the Company through the date on which the Board approves the actual Annual Bonus amount payable to the Executive to be eligible to receive bonus (except as otherwise provided in Section 4(c) or 5(a)). 2 (c) Expenses. The Company shall promptly pay or reimburse the Executive for all reasonable expenses incurred by the Executive while performing services hereunder, including but not limited to travel expenses and attendance at industry events, in accordance with the policies and procedures then in effect and established by the Company for its executive 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. 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. 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 be subject to 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 surviving or acquiring entity (or its 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 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 of the Plan and the applicable award agreement. View More