Compensation and Related Matters Contract Clauses (1,037)

Compensation and Related Matters. (a) Base Salary. During the Term, the Executive's initial annual base salary shall be gross EUR 460,000, payable in 12 equal monthly instalments. The Executive's base salary shall be redetermined annually by 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 senior executives. (b) In...centive Compensation. During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Compensation Committee from time to time. The Executive's target annual incentive compensation shall be 50 percent of his Base Salary. In case of unjustified immediate termination of this Contract by the Executive or in case of justified immediate termination of this Contract by the Company, the Executive shall not be entitled to the Incentive Bonus for the respective year. (c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses (including travel expenses) incurred by him during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. The Company will reimburse all costs for business related travels from the Executive's residence in Hamburg, including the costs for traveling between Hamburg and the Executive's place of employment and the costs for reasonable accommodation in accordance with this Section 2(c). (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) Equity Compensation. The Executive shall also be eligible to participate in Parent's 2019 Stock Option and Incentive Plan on such terms and conditions as determined by the Compensation Committee. (f) The compensation provided for in (a) to (e) compensates the Executive for all services performed by him under this Agreement also outside the regular working hours. It is well understood that the Executive will render such extra services, as well as additional services on Saturdays, Sundays and holidays if required. 2 (g) Vacations. During the Term, the Executive shall be entitled to vacation of 30 paid working days in each year. The Executive shall also be entitled to all paid holidays given by the Company to its executives. The Austrian Leave Entitlement Act (Urlaubsgesetz) applies in its currently valid version. (h) Company phone and laptop. The Company agrees to provide the Executive with a company mobile phone and a company laptop at its own expense and agrees to pay for reasonable related costs incurred, for both business and reasonable private use. Upon termination of his employment, the Executive shall return his company laptop, company mobile phone and any other assets supplied by the Company in the course of his employment. (i) Social Security. In the event Executive may be liable for the double-payment of social security costs, including but not limited to health insurance and unemployment benefit costs ("Social Security Costs"), the Company agrees (i) to work in good faith with Executive to ensure that his service relationship with the Company and Parent satisfy the conditions necessary to exempt Executive from the double payment of Social Security Costs, including entering into any amendment to this Agreement as Executive and the Company shall deem reasonably necessary and advisable, and (ii) in the event the Company determines that the conditions of such exemption cannot be reasonably satisfied, and the Executive actually incurs the double payment of Social Security Costs without any corresponding credit, the Company agrees to reimburse Executive for such Social Security Costs, up to a maximum of €25,000 net per year. View More

Compensation and Related Matters. (a) Salary. Effective as of the Effective Date, Executive shall receive a salary (the "Salary") at the per annum rate of $695,000, payable in accordance with the Company's payroll practices. Executive's Salary shall be subject to an annual review and adjustment in the discretion of the Board's Compensation Committee. (b) Employee Benefits. Executive and Executive's qualified dependents shall be entitled to participate in or receive benefits under benefit plans and arrangements made available by ...the Company generally to employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and subject to the Company's right to modify, amend or terminate any such plan or arrangement with or without prior notice. Executive shall be entitled to paid vacation in accordance with Company policy. (c) Incentive Bonus. Executive shall have the opportunity to receive an annual incentive bonus pursuant to the terms and conditions of the annual incentive plan approved from time to time by the Compensation Committee of the Board, provided that Executive's annual target bonus opportunity (the "Target Bonus") for periods from and after the Effective Date shall be 80% of Executive's Salary. Any bonus will be paid in the calendar year following the calendar year to which such bonus relates at such time bonuses are paid to the Company's senior executives generally and will be subject to the terms and conditions of the Company's annual incentive plan as in effect for the applicable year (including, but not limited to, provisions regarding forfeiture of bonus entitlement upon termination of employment). (d) Long-Term Incentives. Executive shall be eligible to participate in the Company's long-term incentive plan. The size, form, and timing of grants, if any, shall be subject to the approval of the Board's Compensation Committee. Notwithstanding the generality of the forgoing, following the Effective Date, Executive shall be entitled to receive equity incentive awards with an aggregate grant date fair value equal to $2,250,000 (which shall be the only equity incentive awards granted to Executive in 2020), of which awards 75% shall be granted in the form of performance-based stock units (with performance criteria previously approved by Compensation Committee) and 25% shall be granted in the form of time-based stock units. View More