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Compensation and Related Matters Contract Clauses (1,037)
Grouped Into 22 Collections of Similar Clauses From Business Contracts
This page contains Compensation and Related Matters clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall be three hundred and fifty thousand dollars ($350,000). The Executive's base salary shall be re-determined annually by the Board or 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 senior executives. (b) Incentive Compensation. 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 target annual incentive compensation shall be forty percent (40%) of his Base Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Equity. (i) Stock Options. The Executive shall be granted options under the Company's 2005 Stock Incentive Plan to purchase 75,000 shares of the Company's common stock at the fair market value on the date of the option grant (the "Award Date"). Provided the Executive is a Company employee on the applicable vesting date, Executive's right to exercise the options will vest as follows: 25% on the first anniversary of the Award Date; and the remaining 75% in equal monthly installments over the following 36 months on the first day of each such month. 1 (ii) Stock Unit Awards. The Executive shall be granted stock unit awards under the Company's 2005 Stock Incentive Plan equaling 25,000 shares of the Company's common stock (the "SUAs"). Provided the Executive is a Company employee on the applicable vesting date, the SUAs will vest as follows: one-third on the first anniversary of the Award Date; an additional one-third on the second anniversary of the Award date; and the remaining one-third on the third anniversary of the Award Date. (iii) This Section 2(c) is only a summary of the Executive's equity awards; the Company's 2005 Stock Incentive Plan and associated agreements, including any form of agreement approved by the Board of Directors effecting the grant of the SUAs (the "Equity Documents") shall govern the terms and conditions of Executive's equity awards. Future equity based compensation awards may be issued in the Company's sole discretion. (d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. (e) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans, including any executive equity compensation plans, in effect from time to time, subject to the terms of such plans. (f) Vacations. The Executive shall be entitled to accrue up to twenty (20) paid vacation days in each year, which shall be accrued ratably, subject to the Company's vacation policy in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executives. (g) Relocation Reimbursement. The Company will reimburse Executive up to fifty thousand dollars ($50,000) for expenses in connection with Executive's relocation of Executive's principal residence to the Boston area ("Relocation Amount"). Executive must relocate to the Boston area by a date to be determined by the Board after consultation with Executive. Acceptable uses of the Relocation Amount include temporary housing, moving expenses, visits to the Boston area, the closing costs associated with selling Executive's current home and purchasing a new residence in the Boston area and other reasonable move-related items (collectively "Relocation Expenses"). Appropriate supporting documentation (i.e., itemized receipts) of the Relocation Expenses must be submitted within 45 days after the Relocation Expenses were incurred and prior to reimbursement. The Company will determine in its reasonable, good faith judgment what, if any, of Executive's reimbursed Relocation Expenses are for nondeductible expenses in accordance with applicable law and will comply with associated withholding and tax reporting obligations. If Executive resigns other than for Good Reason (defined below) or is terminated by the Company for Cause (defined below) at any time prior to the one year anniversary of the Effective Date, Executive must repay all Relocation Expenses to the Company within ten (10) days of the Date of Termination (defined below) (the "Relocation Reimbursement").
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Ocata Therapeutics, Inc. contract
Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall be three hundred and fifty thousand dollars ($350,000). paid at the rate of $366,000 per year. The Executive's base salary shall may be re-determined redetermined annually by the Board or the Compensation Committee. The annual 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 senior executive...s. (b) Incentive Compensation. The Commencing in FY 2014, 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 target annual incentive compensation shall be forty twenty-five (25%) percent (40%) of his Base Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. (c) Equity. (i) Stock Options. The Executive shall be granted options under the Company's 2005 Stock Long Term Incentive Plan to purchase 75,000 10,000,000 shares of the Company's common stock at the fair market value on the date of the option grant (the "Award Date"). Provided the Executive is a Company employee on the applicable vesting date, Executive's right to exercise the options will vest as follows: 25% on the first anniversary of the Award Date; and the remaining 75% in equal monthly installments over the following 36 months on the first day of each such month. 1 (ii) Stock Unit Awards. The Executive shall be granted stock unit awards under the Company's 2005 Stock Incentive Plan equaling 25,000 shares of the Company's common stock (the "SUAs"). Provided the Executive is a Company employee on the applicable vesting date, the SUAs will vest as follows: one-third on the first anniversary of the Award Date; an additional one-third on 50% the second anniversary of the Award date; and the remaining one-third Date; 75% on the third anniversary of the Award Date; and 100% on the fourth anniversary of the Award Date. (iii) This Section 2(c) is only a summary of the Executive's equity awards; stock options, the Company's 2005 Stock Incentive Plan stock option plan and associated agreements, including any form of stock option agreement approved by the Board of Directors effecting the grant of the SUAs (the "Equity Documents") shall govern the terms and conditions of Executive's equity awards. Future equity based compensation awards may be issued in the Company's sole discretion. stock options. (d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. 1 (e) Work Location; Monthly Supplemental Payments. The Executive's principal work location shall be the Company's headquarters, currently located in Marlborough, Massachusetts (the "Work Location"). It is understood that the Executive shall initially commute from his residence in New Jersey to the Work Location. Except for business travel and holidays/vacation, it is expected that the Executive shall report to the Work Location at least four (4) business days per week. In recognition of the Executive's costs associated with travel to and housing near the Work Location, the Company shall provide the Executive with monthly payments of $3,000, less deductions and withholdings (each a "Monthly Supplemental Payment") for one year from the Exectuive's first day of employment. Thereafter, the Company may agree to continue to pay the Executive the Monthly Supplemental Payments in its discretion. (f) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company's employee benefit plans, including any executive equity compensation plans, in effect from time to time, subject to the terms of such plans. (f) (g) Vacations. The Executive shall be entitled to accrue up to twenty (20) paid vacation days in each year, which shall be accrued ratably, subject to the Company's vacation policy in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executives. (g) Relocation Reimbursement. The Company will reimburse Executive up to fifty thousand dollars ($50,000) for expenses in connection with Executive's relocation of Executive's principal residence to the Boston area ("Relocation Amount"). Executive must relocate to the Boston area by a date to be determined by the Board after consultation with Executive. Acceptable uses of the Relocation Amount include temporary housing, moving expenses, visits to the Boston area, the closing costs associated with selling Executive's current home and purchasing a new residence in the Boston area and other reasonable move-related items (collectively "Relocation Expenses"). Appropriate supporting documentation (i.e., itemized receipts) of the Relocation Expenses must be submitted within 45 days after the Relocation Expenses were incurred and prior to reimbursement. The Company will determine in its reasonable, good faith judgment what, if any, of Executive's reimbursed Relocation Expenses are for nondeductible expenses in accordance with applicable law and will comply with associated withholding and tax reporting obligations. If Executive resigns other than for Good Reason (defined below) or is terminated by the Company for Cause (defined below) at any time prior to the one year anniversary of the Effective Date, Executive must repay all Relocation Expenses to the Company within ten (10) days of the Date of Termination (defined below) (the "Relocation Reimbursement").
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Ocata Therapeutics, Inc. contract
Compensation and Related Matters. (a) Base Salary. Executive's monthly base salary ("Base Salary") will be the minimum exempt salary in California, based on two times the minimum wage. As of the Effective Date, Executive's monthly base salary shall be $3,120 per month, less payroll deductions and all required withholdings, payable in accordance with the Company's normal payroll practices. The Board or a committee of the Board shall review Executive's Base Salary periodically and any adjustments to Executive's Base Salary, if any..., will be made solely at the discretion of the Board or a committee of the Board. (b) Bonus. Executive shall also be eligible for an annual discretionary bonus as determined by the Board or a committee of the Board in its sole discretion, based upon the Board's or a committee of the Board's evaluation (in its sole discretion) of the achievement of specific individual and/or Company-wide performance goals. The applicable performance goals shall be established by the Board or a committee of the Board, in their sole discretion, and set out in writing each calendar year. The annual discretionary bonus, if any, shall be payable, less authorized deductions and required withholdings, subject to Executive's continued employment through the date of payment. The amount of any annual discretionary bonus for which Executive is eligible shall be reviewed by the Board or a committee of the Board from time to time. (c) Equity Awards. Executive shall be eligible to receive grants of equity awards in the Company's sole discretion. (d) Vacation; Benefits. Executive shall be entitled to paid time-off and such other benefits in accordance with Company policy for similarly situated senior management of the Company. (e) Business Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred in the conduct of Executive's duties hereunder in accordance with the Company's expense reimbursement policies.
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Compensation and Related Matters. (a) Base Salary. Executive's monthly annual base salary ("Base (as may be increased from time to time, the "Base Salary") will be the minimum exempt salary in California, based on two times the minimum wage. As of the Effective Date, Executive's monthly base salary shall be $3,120 per month, $523,000, less payroll deductions and all required withholdings, payable in accordance with the Company's normal payroll practices. The Board or a committee of the Board shall review Executive's Base Salary ...periodically and any adjustments increase -2- to Executive's Base Salary, if any, will be made solely at the discretion of the Board or a committee of the Board. (b) Bonus. Executive shall also be eligible for an annual discretionary bonus as determined by Board, provided, that neither the Board or a committee of the Board in its sole discretion, may reduce Executive's Base Salary. (b) Bonus. Executive will continue to be eligible to receive a discretionary annual performance bonus, with a target achievement of seventy-five percent (75%) of Executive's Base Salary (the "Annual Bonus"). Any Annual Bonus amount payable shall be based upon the Board's or a committee of the Board's evaluation (in its sole discretion) of on the achievement of specific individual and/or Company-wide performance goals. The applicable performance goals shall to be established by the Board or a committee Company after consultation with Executive at the start of the Board, in their sole discretion, and set out in writing each calendar fiscal year. The annual discretionary bonus, if any, shall be payable, less authorized deductions and required withholdings, subject to Executive's continued employment through the date of payment. The amount of any annual discretionary bonus for which Executive is eligible shall be reviewed by the Board or a committee of the Board from time shall review Executive's Annual Bonus periodically. Any Annual Bonus earned by Executive pursuant to time. this section shall be paid to Executive, less authorized deductions and required withholding obligations, within two and a half months following the end of the fiscal year to which the bonus relates. (c) Equity Awards. Executive shall continue to be eligible to receive grants of equity awards in the Company's sole discretion. (d) Vacation; Benefits. Executive shall continue to be entitled to paid time-off and such other benefits in accordance with Company policy for similarly situated senior management of the Company. (e) Business Expenses. The Company shall continue to reimburse Executive for all reasonable business expenses incurred in the conduct of Executive's duties hereunder in accordance with the Company's expense reimbursement policies.
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NEVRO CORP contract
Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) per annum (the "Annual Base Salary"). The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to review by the Board (or the applicable committee thereof) in its sole discretion. (b) Annual Bonus — Short-Term Incentive Plan. With respect to each fiscal year that ends during the Term, comm...encing with fiscal year ending on June 30, 2019, the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") in accordance with the terms of the STIP adopted by the Board, from time to time, based upon annual performance targets established by the Board (or the Compensation Committee thereof) in connection with the STIP, in consultation with the Executive. Each such Annual Bonus shall be payable on such date as is determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify or change the terms of any STIP from time to time, in the Board's sole discretion. (c) Long-Term Incentive Plan. During the Term, the Executive shall be eligible to participate in any LTIP as may be adopted by the Board, from time to time, based upon performance targets established by the Board (or the Compensation Committee thereof) in connection with the LTIP, in consultation with the Executive. The vesting and granting of any form of equity (including, without limitation, shares of stock, performance shares, restricted shares, and/or options to acquire shares of stock) shall be in accordance with the terms of the LTIP as determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify or change the terms of any LTIP from time to time, in the Board's sole discretion. (d) Benefits. During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time. Such plans may include, without limitation, health care, dental, vision, prescription, flexible spending, short-term and long-term disability, life insurance and 401(k) plans, programs and arrangements. 4 (e) Vacation. During the Term, the Executive shall be eligible to take four (4) weeks of paid vacation per year. Unused and accrued vacation does not roll over to the next calendar year. That is, if the Executive does not use all four (4) weeks of vacation in any given year, he may not use any of that unused vacation time the following or any other year. (f) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures.
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Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary in the amount at an annual rate of Five Two Hundred Fifty Thousand and No/100 Dollars ($500,000.00) ($250,000.00) per annum (the "Annual Base Salary"). The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to review Company and shall be reduced by the Board (or the applicable committee thereof) in its sole discretion. any mandatory federal or state withhold...ings. (b) Annual Bonus — Short-Term Incentive Plan. With respect to each fiscal year that ends during the Term, commencing with fiscal year ending Beginning on June 30, 2019, the Executive shall be eligible to receive an annual a cash bonus of sixty percent (60%) of the Annual Base Salary (the "Annual "STIP Bonus") in accordance with the terms of the STIP adopted by the Board, from time to time, based upon annual performance targets established by the Board (or the Compensation Committee thereof) in connection with the STIP, in consultation with the Executive. Each such Annual STIP. The STIP Bonus shall be payable on such date as is determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify or change the terms of any STIP from time to time, time in the Board's sole discretion. 4 (c) Long-Term Incentive Plan. During the Term, the Executive shall be eligible to participate in any LTIP as may be adopted by the Board, from time to time, based upon performance targets established by the Board (or the Compensation Committee thereof) in connection with the LTIP, in consultation with LTIP at a rate of sixty percent (60%) of the Executive. Annual Base Salary. The vesting and granting of any form of equity (including, without limitation, shares of stock, performance shares, restricted shares, and/or options to acquire shares of stock) shall be in accordance with the terms of the LTIP as determined by the Board (or the Compensation Committee thereof) in its sole discretion. The Board shall have the authority to adopt, modify modify, or change the terms of any LTIP from time to time, time in the Board's sole discretion. (d) Use of Company Watercraft. During the Term, the Executive will be eligible for use of an executive boat, pursuant to the terms of the Company's Executive Boat program. (e) Benefits. During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as in effect from time to time. Such plans may include, time, including without limitation, health care, dental, vision, prescription, flexible spending, short-term and long-term disability, life insurance and 401(k) plans, programs and arrangements. 4 (e) The Company reserves the right to modify, amend, or terminate any particular employee benefit plan, program, or arrangement in its sole discretion, except for those benefits that are vested pursuant to the specific terms and conditions of the benefit plan, program, or arrangement. (f) Vacation. During From the Effective Date until December 31, 2018, the Executive shall be eligible to take up to three (3) weeks (fifteen (15) workdays) of paid vacation (the "Vacation") provided that the Executive will take such Vacation in maximum increments of one (1) week (five (5) workday) increments (the "2018 Vacation"). The 2018 Vacation must be used by December 31, 2018, and any part of the 2018 Vacation that is unused on December 31, 2018 is forfeited. From January 1, 2019, to the last day of the Term, the Executive shall be eligible to take four (4) up to five (5) weeks of paid vacation per year. Unused and accrued vacation does not roll over to the next calendar year. That is, if the Executive does not use all four (4) weeks of vacation in any given year, he may not use any of that unused vacation time the following or any other year. (f) (twenty-five (25) workdays) Vacation (the "2019 Vacation"). (g) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of the Executive's duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures.
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Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of Three Hundred Forty Million Korean Won (KRW 340,000,000) per annum, which shall be paid in accordance with the customary payroll practices of the Company (the "Annual Base Salary"). (b) Annual Bonus. With respect to each calendar year that ends during the Term, the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") under the terms of the Company's cash bonus plan as is th...en in effect. It is currently intended that the Board will set the Executive's target Annual Bonus at 50% of the Executive's Annual Base Salary, which target Annual Bonus may be increased by the Board in its discretion. (c) Equity Compensation. Subject to Board approval and the Executive's continued engagement on such date, as soon as practicable after the Commencement Date, the Executive will be granted a Restricted Stock Unit award for 18,000 shares of common stock of Parent (the "RSU Award"), which grant shall be under the terms of the Equity Incentive Plan and the applicable Award Agreement. The RSU Award shall vest over three (3) years, with one-third (1/3) of the RSU Award vesting on each of the first, second 4 and third anniversaries of the grant date, all in accordance with, and subject to the terms of, the Equity Incentive Plan. In addition, while the Executive is engaged to provide services to the Company, the Executive will be eligible to participate in the equity incentive program applicable to the Company's executives. It is currently anticipated that the Executive will receive additional Equity Awards in each of 2021 and 2022 under the then-current Equity Incentive Plan, with the target dollar value of such awards to be in line with the target value of Equity Awards received by similarly situated executives in such year and subject to the Executive's continued provision of his services to the Company. Such Equity Awards shall, in all case, be determined and approved by the Board in its sole discretion. Prior to receiving any Equity Award, including the RSU Award, the Executive must execute the Award Agreement(s) in the form(s) approved by the Board. Accordingly, the actual terms of any Equity Award, including the RSU Award, will be governed by the Equity Incentive Plan and the actual Award Agreement and documents evidencing the grant of such Equity Award, and not by any other terms set forth herein or otherwise. (d) Benefits. During the Term, the Executive shall be entitled to participate in the benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect, in accordance with their terms, including medical and welfare benefits and company automobile, all on the terms applicable to other similarly situated executives of the Company. (e) Annual Vacation. During the Term, the Executive shall be entitled to paid-time-off (including vacation days) on an annual basis in accordance with the Company's applicable policies and practices. Under the policies applicable to other similarly situated executives of the Company, any unused paid-time-off (including vacation days) shall neither be carried over to the following year nor be compensated for. Any paid-time-off (including vacation days) shall be taken at the reasonable and mutual convenience of the Company and the Executive. (f) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company, in accordance with the Company's expense reimbursement policies and procedures.
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Compensation and Related Matters. (a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of Three Hundred Forty Million Korean Won (KRW 340,000,000) Ten Thousand U.S. Dollars (USD 310,000.00) per annum, which shall be paid in accordance with the customary payroll practices of the Company (the "Annual Base Salary"). (b) Annual Bonus. With respect to each calendar year that ends during the Term, the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") under the term...s of the Company's cash bonus plan as is then in effect. It is currently intended that the Board will set the Executive's target Annual Bonus at 50% of the Executive's Annual Base Salary, which target Annual Bonus may be increased by the Board in its discretion. 4 (c) Equity Compensation. Subject to Board approval and the Executive's continued engagement on such date, as soon as practicable after the Commencement Date, the Executive will be granted a Restricted Stock Unit award for 18,000 shares of common stock of Parent (the "RSU Award"), which grant shall be under the terms of the Equity Incentive Plan and the applicable Award Agreement. The RSU Award shall vest over three (3) years, with one-third (1/3) of the RSU Award vesting on each of the first, second 4 and third anniversaries of the grant date, all in accordance with, and subject to the terms of, the Equity Incentive Plan. In addition, while While the Executive is engaged to provide services to the Company, the Executive will be eligible to participate in the equity incentive program applicable to the Company's executives. It is currently anticipated that the Executive will receive additional Equity Awards in each All grants of 2021 and 2022 under the then-current Equity Incentive Plan, with the target dollar value of such awards to be in line with the target value of Equity Awards received by similarly situated executives in such year and subject to the Executive's continued provision of his services to the Company. Such Equity Awards shall, in all case, cases, be determined and approved by the Board in its sole discretion. Prior to receiving any Equity Award, including the RSU Award, the Executive must execute the Award Agreement(s) in the form(s) approved by the Board. Accordingly, the actual terms of any Equity Award, including the RSU Award, Award will be governed by the Equity Incentive Plan and the actual Award Agreement and documents evidencing the grant of such Equity Award, and not by any other terms set forth herein or otherwise. (d) Benefits. During the Term, the Executive shall be entitled to participate in the benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board, hereafter) in effect, in accordance with their terms, including medical and welfare benefits and company automobile, all on the terms applicable to other similarly situated executives of the Company. (e) Annual Vacation. During the Term, the Executive shall be entitled to paid-time-off (including vacation days) on an annual basis in accordance with the Company's applicable policies and practices. Under the policies applicable to other similarly situated executives of the Company, any unused paid-time-off (including vacation days) shall neither be carried over to the following year nor be compensated for. Any paid-time-off (including vacation days) shall be taken at the reasonable and mutual convenience of the Company and the Executive. (f) Business Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him her in the performance of his her duties to the Company, in accordance with the Company's expense reimbursement policies and procedures.
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Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $525,000 per year. The Executive's base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation Committee"). The base salary in effect at any given time is referred to herein as "Base Salary." The Base Salary shall be Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("A gr eement") is made as of the ,9.5lf \ ..o( day of 5:e,pft rn bu:. 2021 (t...he "Effective Date"), by and among Brookline Bancorp, Inc., a Delaware corporation with its principal administrative office at 131 Clarendon Street, Boston, MA 02116 (the "Holdin g Com p an y ") , and Brookline Bank, a Massachusetts chartered trust company, and Bank Rhode Island, a Rhode Island financial institution (each, a "Bank" and, collectively, the "Banks"), and Michael W. McCurdy (the "Executive"). Collectively the Holding Company and the Banks shall be referred to herein as the "Company," and either the Holding Company or either of the Banks may satisfy the Company's obligations under this Agreement. WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Employment. (a) Term . The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the "Term") . The Executive's employment with the Company shall continue to be "at will," meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement. (b) Position and Duties. The Executive shall serve as the Chief Operating Officer and a Co - President of the Holding Company and Chief Operating Officer of each Bank, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the "CEO") or other duly authorized executive. The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on boards of directors of other companies, with the approval of the Board of Directors of the Holding Company (the "Board"), or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive's performance of the Executive's duties to the Company.
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Brookline Bancorp, Inc. contract
Compensation and Related Matters. (a) Base Salary. The Executive's initial base salary shall be paid at the rate of $525,000 per year. The Executive's base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the "Compensation '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 its executive officers. Exhibit 10.4 1...0.3 EMPLOYMENT AGREEMENT This Employment Agreement ("A gr eement") ("Agreement") is made as of the ,9.5lf \ ..o( d ol nd day of 5:e,pft rn bu:. S mbe .r , 2021 (the "Effective Date"), by and among Brookline Bancorp, Inc., a Delaware corporation with its principal administrative office at 131 Clarendon Street, Boston, MA 02116 (the "Holdin g Com p an y ") , "Holding Company''), and Brookline Bank, a Massachusetts chartered trust company, and Bank Rhode Island, a Rhode Island financial institution (each, a "Bank" and, collectively, the "Banks"), and Michael W. McCurdy Carl M. Carlson (the "Executive"). Collectively the Holding Company and the Banks shall be referred to herein as the "Company," and either the Holding Company or either of the Banks may satisfy the Company's obligations under this Agreement. WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Employment. (a) Term . The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the "Term") . "Term"). The Executive's employment with the Company shall continue to be "at will," meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement. (b) Position and Duties. The Executive shall serve as the Chief Operating Financial & Strategy Officer and a Co - President of the Holding Company and Chief Operating Financial & Strategy Officer of each Bank, and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer of the Company (the "CEO") or other duly authorized executive. The Executive shall devote the Executive's full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on boards of directors of other companies, with the approval of the Board of Directors of the Holding Company (the "Board"), or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive's performance of the Executive's duties to the Company.
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Found in
Brookline Bancorp, Inc. contract
Compensation and Related Matters. (a) Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of $360,000 ("Base Salary"), payable in accordance with the Company's normal payroll practices as in effect from time to time, less withholding for taxes and deductions for other appropriate items. During the Employment Term, the Executive's Base Salary shall be subject to such increases (but not decreases), if any, as may be determined from time to time by the Board in its sole discretion; ...provided, however, that the Executive's Base Salary shall be reviewed by the Board at least annually, with a view to making such upward adjustment, if any, as the Board deems appropriate. The term "Base Salary" as used in this -2- Agreement shall refer to the Base Salary as so increased. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs or arrangements of the Company and its Affiliates in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive's Base Salary hereunder. (b) Annual Bonus. For each 12-month period ending December 31 during the Employment Term (the "Performance Period"), the Executive shall be eligible to receive an annual cash bonus (the "Annual Bonus") in accordance with the Company's normal bonus practices or under any Annual Bonus plan or program adopted by the Company after the Effective Date. Any such Annual Bonus shall be paid in a single lump-sum payment not later than March 15 of the calendar year immediately following the Performance Period to which such bonus relates; provided, however, that if March 15 is not a Business Day, such payment shall be made on the Business Day immediately preceding March 15. (c) Employee Benefits. (i) Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements provided by the Company and its Affiliates, as amended from time to time, on the same basis as those benefits are generally made available to other senior executives of the Company. (ii) Welfare Benefit Plans. During the Employment Term, the Executive and the Executive's dependents, as the case may be, shall be eligible to participate in and shall receive all benefits under the welfare benefit plans, programs and arrangements provided by the Company and its Affiliates (including medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements), as amended from time to time, on the same basis as those benefits are generally made available to other senior executives of the Company. (iii) Right to Amend and Terminate. The Executive's right to participate in the plans, programs and arrangements described in this Section 3(c) shall not affect the Company's right to amend or terminate the general applicability of such plans, programs and arrangements. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit plans, programs and arrangements. (d) Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive's duties and responsibilities hereunder in accordance with the policies, practices and procedures of the Company. -3- (e) Vacation. During the Employment Term, the Executive shall be entitled to 20 days of paid time off subject to the policies, practices and procedures of the Company as in effect on and after the Effective Date.
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Found in
Dril-Quip contract
Compensation and Related Matters. (a) Base Salary. During the Employment Term, the Company shall pay to the Executive an annual base salary of $360,000 $305,000.00 ("Base Salary"), payable in accordance with the Company's normal payroll practices as in effect from time to time, less withholding for taxes and deductions for other appropriate items. During the Employment Term, the Executive's Base Salary shall be subject to such increases (but not decreases), if any, as may be determined from time to time by the Board Company, in ...its sole discretion; provided, however, that the Executive's Base Salary shall be reviewed by the Board at least annually, with a view to making such upward adjustment, if any, as the Board deems appropriate. The term "Base Salary" as used in this -2- Agreement shall refer to the Base Salary as so increased. discretion. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs or arrangements of the Company and its Affiliates in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive's Base Salary hereunder. -2- (b) Annual Bonus. For each 12-month period ending December 31 during the Employment Term (the "Performance Period"), the The Executive shall be eligible to receive an annual cash paid a bonus in the amount of $75,000 (the "Annual Bonus") in accordance with the Company's normal bonus practices or under any Annual Bonus plan or program adopted by the Company after the Effective Date. Any such Annual Bonus shall be paid "Bonus"), in a single lump-sum payment not later than March 15 of the calendar year immediately following the Performance Period to which such bonus relates; provided, however, that if March 15 is not a Business Day, such payment shall be made cash payment, on the Business Day immediately preceding March 15. Expiration Date, provided the Executive is employed with the Company as of such date. (c) Employee Benefits. (i) Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements provided by the Company and its Affiliates, as amended from time to time, on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive shall not be eligible for an annual incentive bonus under the Company's annual bonus plan or equity-based awards under the Company's long-term incentive plan. (ii) Welfare Benefit Plans. During the Employment Term, the Executive and the Executive's dependents, as the case may be, shall be eligible to participate in and shall receive all benefits under the welfare benefit plans, programs and arrangements provided by the Company and its Affiliates (including medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements), as amended from time to time, on the same basis as those benefits are generally made available to other senior executives of the Company. (iii) Right to Amend and Terminate. The Executive's right to participate in the plans, programs and arrangements described in this Section 3(c) shall not affect the Company's right to amend or terminate the general applicability of such plans, programs and arrangements. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit plans, programs and arrangements. (d) Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive's duties and responsibilities hereunder in accordance with the policies, practices and procedures of the Company. -3- (e) Vacation. During the Employment Term, the Executive shall be entitled to 20 days of paid time off subject to vacation in accordance with the policies, practices and procedures of the Company as in effect on and after immediately prior to the Effective Date. (f) Vesting of Equity Awards Upon Expiration Date. Subject to the Executive's continuous employment with the Company during the Term, as of the Expiration Date, the Company shall provide for (a) the immediate vesting, settlement and exercisability of, and termination of any restrictions on sale or transfer (other than any such restriction arising by operation of law) with respect to, each and every restricted stock award that is subject to time-based vesting that is outstanding immediately prior to the Expiration Date (i.e., restricted stock awards) and (b) the vesting of any performance award that is subject to performance-based vesting based on actual results at the end of the relevant performance period and without any pro-rata adjustment for early termination, payable at the same time as if Executive had remained employed through the end of the applicable performance period.
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Dril-Quip contract
Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall be $385,000.00 subject to applicable withholdings (the "Base Salary"). The Base Salary shall be payable in accordance with the Company's normal payroll procedures in effect from time to time. (b) Annual Bonus. During the Term, the Executive will receive an annual cash target bonus of 25% of Base Salary and the value of the annual award of shares of Company Common Stock, as of the date of the grant, will be equal to 25% of the Base... Salary as determined by the closing price of the common stock on the Nasdaq Capital Market or such other national securities exchange in the United States upon which the common stock is then listed (the "Principal Market") on the date of grant (which shares of common stock shall vest ratably at the end of each of the six calendar quarters subsequent to the calendar quarter in which the grant is made). Any award of common stock pursuant to this Agreement shall be subject to the Company's receipt of all corporate approvals required by applicable law or the rules and regulation of the Principal Market and the terms of a Restricted Stock Award Agreement between Executive and Company to be agreed upon following the execution of this Agreement and prior to the issuance of any common stock award to the Executive (each, an "Award Agreement"). (c) Options. The Executive will be granted 800,000 options which shall be fully vested upon the execution of the Agreement with a strike price of $8.32. (d) Long Term Incentive Plan. The Executive shall be entitled to participate in all bonus plans, policies, practices, policies and programs adopted by the Company and applicable generally to senior executives and employees of the Company. At Executive's request, the Company shall, at the Company's expense, set up a retirement plan for executives and senior officers of the Company. (e) Business Expenses. The Company shall promptly reimburse the executive for all reasonable business-related expenses incurred in connection with the performance of the Executive's duties hereunder in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. All travel shall be at least at business class and four star hotels. (f) Insurance. The Company shall provide the Executive with health insurance for the Executive and her dependents up to $3,000 per month. At a minimum Health will include 100% coverage of medical, dental, vision, and 100% coverage of long-term disability for Executive's entire Base Salary and accidental death and/or dismemberment. (g) Life Insurance. To the extent practicable, the Company shall, during the Term, pay the premiums of a life insurance policy, providing coverage in the $3,000,000, payable to a beneficiary chosen by the Executive, which insures the life of the Executive. Executive shall provide all information and cooperation reasonably necessary to obtain such life insurance policy. (h) Automobile Allowance. During the Term, Executive shall receive a monthly automobile allowance of $800.00 per month for automobile-related expenses. 2 (i) Other Benefits. The Executive shall be entitled to participate in all pension, savings and retirement plans, welfare and insurance plans, practices, policies, programs and perquisites of employment applicable generally to other senior executives of the Company and any benefits or covered expenses included in all previous employment agreements between the Company and the Executive. Executive shall also receive the same compensation as other members of the Company's Board for her service on the Board. Should the Executive defer such benefits for one year it shall not be deemed deferred for any other year. (j) Vacation. The Executive shall be entitled to use 15 paid vacation days in each year. The Executive shall also be entitled to all paid holidays given by the Company to its executives and employees. (k) Sick Days. The Executive shall be entitled to 1use paid sick days each year as needed. (l) Withholding. All amounts payable to the Executive under this Section 3 shall be subject to all required federal, state and local withholding, payroll and insurance taxes and requirements.
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Found in
EDISON NATION, INC. contract
Compensation and Related Matters. (a) Base Salary. The Executive's initial annual base salary shall be $385,000.00 $325,000.00 subject to applicable withholdings (the "Base Salary"). The Base Salary shall be payable in accordance with the Company's normal payroll procedures in effect from time to time. (b) Annual Bonus. During the Term, the Executive will receive an annual cash target bonus of 25% 10% of Base Salary and the value of the annual award of shares of Company Common Stock, as of the date of the grant, will be equal to... 25% of the Base Salary as determined by the closing price of the common stock on the Nasdaq Capital Market or such other national securities exchange in the United States upon which the common stock is then listed (the "Principal Market") on the date of grant (which shares of common stock shall vest ratably at the end of each of the six calendar quarters subsequent to the calendar quarter in which the grant is made). Any award of common stock pursuant to this Agreement shall be subject to the Company's receipt of all corporate approvals required by applicable law or the rules and regulation of the Principal Market and the terms of a Restricted Stock Award Agreement between Executive and Company to be agreed upon following the execution of this Agreement and prior to the issuance of any common stock award to the Executive (each, an "Award Agreement"). Salary. (c) Options. The Executive will be granted 800,000 600,000 options which shall be fully vested upon the execution of the Agreement with a strike price of $8.32. (d) Long Term Incentive Plan. The Executive shall be entitled to participate in all bonus plans, policies, practices, policies and programs adopted by the Company and applicable generally to senior executives and employees of the Company. At Executive's request, the Company shall, at the Company's expense, set up a retirement plan for executives and senior officers of the Company. (e) Business Expenses. The Company shall promptly reimburse the executive for all reasonable business-related expenses incurred in connection with the performance of the Executive's duties hereunder in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. All travel shall be at least at business class and four star hotels. (f) Insurance. The Company shall provide the Executive with health insurance for the Executive and her dependents up to $3,000 per month. At a minimum Health will include 100% coverage of medical, dental, vision, and 100% coverage of long-term disability for Executive's entire Base Salary and accidental death and/or dismemberment. (g) Life Insurance. To the extent practicable, the Company shall, during the Term, pay the premiums of a life insurance policy, providing coverage in the $3,000,000, $1,000,000, payable to a beneficiary chosen by the Executive, which insures the life of the Executive. Executive shall provide all information and cooperation reasonably necessary to obtain such life insurance policy. (h) Automobile Allowance. During the Term, Executive shall receive a monthly automobile allowance of $800.00 per month for automobile-related expenses. 2 (i) Other Benefits. The Executive shall be entitled to participate in all pension, savings and retirement plans, welfare and insurance plans, practices, policies, programs and perquisites of employment applicable generally to other senior executives of the Company and any benefits or covered expenses included in all previous employment agreements between the Company and the Executive. Executive shall also receive the same compensation as other members of the Company's Board for her his service on the Board. Should the Executive defer such benefits for one year it shall not be deemed deferred for any other year. (j) Vacation. The Executive shall be entitled to use 15 10 days paid vacation days in each year. the first year, and up to 15 in year two. The Executive shall also be entitled to all paid holidays given by the Company to its executives and employees. 2 (k) Sick Days. The Executive shall be entitled to 1use use paid sick days in each year as needed. (l) Withholding. All amounts payable to the Executive under this Section 3 shall be subject to all required federal, state and local withholding, payroll and insurance taxes and requirements.
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EDISON NATION, INC. contract
Compensation and Related Matters. (a) Base Salary. During the Term, the Company shall pay the Executive a base salary of $300,000 per year, which shall be payable bi-monthly in accordance with the payment practices of the Company. (b) Annual Cash Bonus ("ACB"). For each full fiscal year of the Company that begins and ends during the Term, the Executive shall be eligible to earn an annual cash bonus in such amount as shall be determined by the Compensation Committee of the Board (the "Compensation Committee") (the "Annual Bonus")... based on the achievement by the Company of reasonable performance goals established by the Compensation Committee and agreed to by Executive for each such fiscal year. (c) Signing Bonus. The Executive is hereby granted as of the Effective Date (i) 250,000 stock options in the Company, exercisable at $0.40 per share of which are 100% vested on the Effective Date and (ii) 6,000 shares of the Company's Series A Super Voting Preferred Stock. (d) Automobile. The Company shall provide the Executive with the use of a Company-owned automobile for business and personal use. The Company shall pay (or reimburse Executive) for all expenses of insurance, registration, operation and maintenance of such automobile. Executive shall comply with reasonable reporting on the use of such automobile, as the Company may establish from time to time or, at the Executive's option, reimburse for the Executive for auto related payments paid by the Executive in an amount of $1,500 per month plus the cost of auto insurance. (f) Business, Travel and Entertainment Expenses. The Company shall promptly reimburse the Executive for all documented business, travel and entertainment expenses related to the conduct of the Company's business and consistent with the Executive's titles and the practices of the Company including but not limited to home office expenses, mobile office expenses and other technology expenses, which the Executive deems appropriate. (g) Vacation. The Executive shall be entitled to four (4) weeks of paid vacation per year. (h) Welfare, Pension and Incentive Benefit Plans. During the Term, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs or the Company shall reimburse the Executive if he chooses to obtain his own insurance up to $1,500 per month. In addition, during the Term, the Executive shall be eligible to participate in all pensions, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.
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Found in
Healthcare Triangle, Inc. contract
Compensation and Related Matters. (a) Base Salary. During As base salary for the Term, entire Term (defined below), the Company shall agrees to pay the Executive a base an annual salary of $300,000 per year, which $360,000 (the "Base Salary"). The Base Salary shall be payable bi-monthly in accordance with the payment practices Company's regular payroll schedule and will be subject to payroll taxes and other customary payroll deductions. (b) Commencement of Salary Payments. Salary payments pursuant to this Agreement shall commenc...e on April 27, 2022 (the "Initial Salary Date"). On the Initial Salary Date, the Executive will receive his normal weekly salary for the pay period ending on such date plus retroactive weekly salary payments (based on the Base Salary) for all prior weekly periods commencing March 1, 2022. Thereafter, Executive shall receive his customary weekly Base Salary payments in accordance with the with the Company's regular payroll schedule, subject to payroll taxes and other customary payroll deductions. (c) Cancellation of Base Salary Options. The Parent and the Executive agree that, effective as of the Company. (b) Effective Date, 206,557 Base Salary Options, both vested and unvested, granted to the Executive pursuant to the Original Agreement are hereby terminated and cancelled. The Executive agrees that any agreements or writings evidencing the Base Salary Options shall automatically be amended to reflect that the total number of Base Salary Options granted have been reduced to 103,278 (which is one-third of the Base Salary Options which represents one year of Salary under the Original Agreement). "Base Salary Options" means options to purchase 309,835 shares of common stock of the Parent. (d) Annual Cash Bonus ("ACB"). For each full fiscal year of the Company that begins and ends during the Term, the Executive shall be eligible to earn an annual cash bonus in such amount as shall be determined by the Compensation Committee of the Board (the "Compensation Committee") (the "Annual Bonus") based on the achievement by the Company and the Parent of reasonable performance goals established by the Compensation Committee and agreed to by Executive for each such fiscal year. (c) Signing Bonus. The year; provided, that the Annual Bonus shall be no greater than $500,000; provided however in no event shall the Executive's Annual Bonus be less than the annual bonus received by the Chief Executive is hereby granted as Officer of the Effective Date (i) 250,000 stock options in the Company, exercisable at $0.40 per share of which are 100% vested on the Effective Date and (ii) 6,000 shares of the Company's Series A Super Voting Preferred Stock. (d) Parent. (e) Automobile. The Company shall provide the Executive with the use of a Company-owned automobile for business and personal use. The Company shall pay (or reimburse Executive) for all expenses of insurance, registration, operation and maintenance of such automobile. Executive shall comply with reasonable reporting on the use of such automobile, as the Company or the Parent may establish from time to time or, at the Executive's option, reimburse for the Executive for auto related payments paid by the Executive in an amount of $1,500 $850 per month plus the cost of auto insurance. insurance and such amounts will be grossed up to cover any income taxes associated with such payments. (f) Business, Travel and Entertainment Expenses. The Company shall promptly reimburse the Executive for all documented business, travel and entertainment expenses related to the conduct of the Company's business and consistent with the Executive's titles and the practices of the Company including but not limited to home office expenses, mobile office expenses and other technology expenses, which the Executive deems appropriate. (g) Vacation. The Executive shall be entitled to four (4) weeks of paid vacation per year. (h) Welfare, Pension and Incentive Benefit Plans. During the Term, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs or the Company shall reimburse the Executive if he chooses to obtain his own insurance up to $1,500 per month. In addition, during the Term, the Executive shall be eligible to participate in all pensions, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.
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Applied UV, Inc. contract
Compensation and Related Matters. Compensation. During the Initial Term, the Company shall pay the Executive (a) an annual salary of One Hundred Thousand Dollars (US $100,000), paid monthly, bi-weekly or bi-monthly in equal installments at the beginning of each such period (the "Base Salary"). In addition, the Executive will be eligible for a bonus, to be determined based on the performance of the Executive and the Company. The Executive's performance and salary shall be subject to review at any time, and an increase in salary, ...if one is so determined by the Compensation Committee of the Board of Directors of the Company. 4.2. Benefits. The Executive shall be entitled to participate in the Company's employee benefit plans and programs on substantially the same terms and conditions as other senior executives; provided, however, that the Executive shall, at a minimum, be provided healthcare and medical insurance typically made available to United States-based executives in similar companies. The Executive will be entitled to (a) four weeks of paid annual leave, (b) reasonable medical leave (provided that she is not deemed as incapacitated under the term of Disability) and (c) time off on federal public holidays in the United States. 4.2 Business Expenses. The Company shall promptly, in accordance with Company policy, reimburse the Executive for all reasonable business expenses incurred in accordance with and subject to the limits set forth in the Company's written policies with respect to business expenses, upon presentation to the Company of written receipts for such expenses.
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Compensation and Related Matters. Compensation. During the Initial Term, the Company shall pay the Executive (a) an annual salary of One Hundred Thousand Dollars (US $100,000), $100,000.00), paid monthly, bi-weekly or bi-monthly in equal installments at the beginning of each such period (the "Base Salary"). In addition, the Executive will be eligible for a an incentive-based bonus, up to Eighty Thousand Dollars(US $80,000), to be determined based on the performance of the Executive and the Company. The Executive's performance an...d salary shall be subject to review at any time, and an increase in salary, if one is so determined by the Compensation Committee of Board, shall be made, on a basis consistent with the Board of Directors standard practices of the Company. 4.2. 4.2 Benefits. The Executive shall be entitled to participate in the Company's employee benefit plans and programs on substantially the same terms and conditions as other senior executives; provided, however, that the Executive shall, at a minimum, be provided healthcare and medical insurance typically made available to United States-based executives in similar companies. The Executive will be entitled to (a) four weeks of paid annual leave, (b) reasonable medical leave (provided that she he is not deemed as incapacitated under the term of Disability) and (c) time off on federal public holidays in the United States. 4.2 Canada. 4.3 Business Expenses. The Company shall promptly, in accordance with Company policy, reimburse the Executive for all reasonable business expenses incurred in accordance with and subject to the limits set forth in the Company's written policies with respect to business expenses, upon presentation to the Company of written receipts for such expenses.
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Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered under this Agreement. Executive shall receive an aggregate annual base salary (the "Base Salary") at a rate of $420,000, payable in accordance with the Company's applicable payroll practices. References in this Agreement to "Base Salary" shall be deemed to refer to the most recently effective annual base salary rate. The Base Salary shall be reviewed annually by the Board and may be increased, but not decreased, m the sole discretion of... the Board. (b) Annual Bonus. During the Term, for each fiscal year commencing with the fiscal year that ends on April 30, 2020, Executive shall be eligible to participate in an annual bonus plan, with the opportunity to earn a cash bonus with a target of sixty percent (60%) of Base Salary if specific annual performance targets are met (the "Annual Bonus"). The Board shall determine, in its sole discretion, such performance targets and whether they have been met. For fiscal year 2020, the Annual Bonus shall be pro-rated based on Executive's target bonus amount and the number of days Executive is actually employed during such fiscal year. The Annual Bonus for any fiscal year, if any, shall be payable in the year following the year to which such bonus relates within thirty (30) days following the date upon which the Board receives the audited consolidated financial statements of the Company for such fiscal year, subject to the terms of Section 4. (c) Equity Award. As soon as reasonably practicable following the Effective Date, Executive shall be granted an option to purchase 4,929 shares of common stock of the Company, subject to the terms and conditions set forth in the Company's equity incentive plan and a nonqualified stock option agreement thereunder. (d) Benefits and Perquisites. During the Term. Executive shall be entitled to participate in any benefit plans and programs, commensurate with Executive's position, that are provided by the Company from time to time for its senior management executives generally, which currently include health, dental and vision coverage, short and long-term disability, life insurance and participation in the Company's 401(k) savings plan, subject to the terms and conditions of such plans and programs (collectively, the "Benefit Plans"). The Company does not promise the adoption or continuance of any particular Benefit Plan and reserves - 3 - the right to amend or cancel any Benefit Plan at any time in its sole discretion (subject to the terms of such Benefit Plan and applicable law). (e) Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive's reasonable, necessary and documented business expenses incurred in connection with performing Executive's duties hereunder in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred). (f) Vacation. Executive shall be entitled to four (4) weeks of paid vacation per calendar year to be taken at such times as may be mutually agreed by Executive and the Company in accordance with the Company's vacation policy in effect from time to time. (g) Car Allocation. During the Term, the Company shall pay to Executive a car allowance equal to one thousand dollars ($1,000) per month. The Company shall also pay or reimburse Executive, upon presentation of receipts, for all reasonable car expenses actually and properly incurred by him in connection with his duties in accordance with the Company's expense policy.
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Compensation and Related Matters. (a) Base Salary. During the Term, for all services rendered under this Agreement. Agreement, Executive shall receive an aggregate annual base salary (the "Base Salary") at a rate of $420,000, US$650,000, payable in accordance with the Company's applicable payroll practices. References in this Agreement to "Base Salary" shall be deemed to refer to the most recently effective annual base salary rate. The Base Salary shall be reviewed annually by the Board and may be increased, but not decreased, m... in the sole discretion of the Board. (b) Annual Bonus. During the Term, for each fiscal year commencing with the fiscal year that ends on April 30, 2020, 2019, Executive shall be eligible to participate in an annual bonus plan, with the opportunity to earn a cash bonus with a target of sixty one hundred percent (60%) (100%) of Base Salary if specific annual performance targets are met (the "Annual Bonus"). The Board shall determine, in its sole discretion, such performance targets and whether they have been met. For fiscal year 2020, the Annual Bonus shall be pro-rated based on Executive's target bonus amount and the number of days Executive is actually employed during such fiscal year. The Annual Bonus for any fiscal year, if any, shall will be payable in the year following the year to which such bonus relates within thirty (30) days following the date upon which the Board receives the audited consolidated financial statements of the Company for such fiscal year, subject to the terms of Section 4. (c) Equity Award. As soon as reasonably practicable following the Effective Date, Executive shall be granted an option to purchase 4,929 shares of common stock of the Company, subject to the terms and conditions set forth in the Company's equity incentive plan and a nonqualified stock option agreement thereunder. (d) Benefits and Perquisites. During the Term. Term, Executive shall be entitled to participate in any benefit plans and programs, commensurate with Executive's position, that are provided by the Company from time to time for its senior management executives generally, which currently include health, health and dental and vision coverage, short and long-term disability, disability and life insurance and participation in the Company's 401(k) savings plan, insurance, subject to the terms and conditions of such plans and programs (collectively, the "Benefit Plans"). The Company does not promise the adoption or continuance of any particular Benefit Plan and reserves programs. - 3 - (d) Relocation. If the right Company and Executive mutually agree that Executive shall permanently relocate to amend an alternate Company office in accordance with Section 2(b), the Company shall reimburse Executive's reasonable expenses relating to such relocation (the "Relocation Amount"). All reimbursements shall be made in accordance with the Company's then prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred). If Executive's employment hereunder is terminated by the Company for Cause or cancel by Executive for any Benefit Plan at any time in its sole discretion (subject reason (except due to resignation for Good Reason, death or Disability) prior to the terms first anniversary of the date of such Benefit Plan and applicable law). relocation, Executive shall promptly repay to the Company one hundred percent (100%) of the Relocation Amount. (e) Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive's reasonable, necessary and documented business expenses incurred in connection with performing Executive's duties hereunder in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred). (f) Vacation. Executive shall continue to be entitled to four (4) five (5) weeks of paid vacation per calendar year to be taken at such times as may be mutually agreed by Executive and the Company in accordance with the Company's vacation policy in effect from time to time. (g) Car Allocation. During the Term, the Company shall pay to Executive a car allowance equal to one thousand six hundred dollars ($1,000) (US$1,600) per month. The Company shall also pay or reimburse Executive, upon presentation of receipts, for all reasonable car expenses actually and properly incurred by him in connection with his duties in accordance with the Company's expense policy.
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