Compensation of EXECUTIVE Contract Clauses (55)

Compensation of EXECUTIVE. Base Salary. In consideration of the services to be rendered under this Agreement, while Executive is employed under this Agreement, Company shall pay Executive a base annual salary of at least seven hundred thousand dollars ($700,000) ("Base Salary"), less authorized deductions and required tax withholdings, payable in regular periodic payments in accordance with Company payroll policy (but no less frequently than monthly). Base Salary shall be prorated for any partial month of employment on th...e basis of a 30-day fiscal month. Base Salary shall not be decreased for any purpose (including, without limitation, for purposes of determining the amount of any benefits that may be due to him under Sections 2.2 or 4, below) without the prior written consent of Executive, and shall be reviewed at least annually for increase, in the discretion of the Company Board, commencing on January 1, 2015. 2.2. Bonus. For each calendar year that ends while Executive is employed under this Agreement, Executive shall receive an annual bonus in an amount of up to one hundred fifty percent (150%) of his then current Base Salary, with a target amount equal to one hundred percent (100%) of his then current Base Salary (the "Target Bonus"), the amount of such bonus to be determined by the Holdings Board based substantially on the degree to which quantitative metrics, to be established by the Board (after consultation with Executive) during the first quarter of the calendar year for which the bonus is to be paid, are satisfied. Except as 3 provided in this Agreement, Executive shall only be entitled to an annual bonus for a calendar year if he is employed on the last day of the calendar year. Any annual bonus earned for a calendar year shall be paid in cash when annual bonus awards are paid to other senior executives of the Companies, but no later than March 15 of the following calendar year. In addition, Executive's annual bonus for the 2014 calendar year shall not be prorated or otherwise diminished based on his having commenced employment after the beginning of such year. 2.3. Stock Option. The Holdings Board shall grant to Executive, as of the Effective Date, non-qualified options to purchase 2,000,000 shares of Holdings' common stock pursuant to its 2005 Stock Incentive Plan (the "Plan") and Notice of Stock Option Award and Stock Option Award Agreement to be entered into by and between Executive and Holdings in substantially the form attached hereto as Exhibit B (the "Stock Option Agreement"). The exercise price of such options shall be the fair market value of Holdings' common stock on the Effective Date, as evidenced by the closing price of such stock on the New York Stock Exchange on such date. Executive shall also be considered by the Holdings Board, no less frequently than annually, for additional equity-based and other long-term incentive awards, in its sole and absolute discretion. 2.4. Benefits. Executive shall be entitled to participate in the Company's group medical, dental, life insurance, 401(k), deferred compensation or other benefit plans and programs on no less favorable terms and conditions than those applying to other members of the Company's senior executive management, based upon the eligibility dates described in the benefit plan documents. Executive shall be provided such perquisites of employment, including paid time off, as are provided to other members of the Company's senior executive management. Executive shall be entitled to reimbursement of all reasonable expenses incurred by Executive in the performance of his duties hereunder, in accordance with the policies and procedures established by the Company from time to time, and as may be amended from time to time. In addition, Executive shall be entitled to reimbursement of certain medical expenses under (i) the Company's Exec-u-care coverage on no less favorable terms and conditions than those applying to other members of the Company's senior executive management, or (ii) a reasonably similar health care service with costs to the Company that are similar to those that would be borne by the Company pursuant to the Exec-u-care coverage provided pursuant to the preceding clause (i). 2.5. Attorney Fees. In addition to the benefits described above, the Company shall pay (or promptly reimburse Executive for) any and all expenses (including, without limitation, attorneys' fees and other charges of counsel) reasonably incurred by him in connection with the negotiation, documentation and implementation of these employment arrangements, in each case no later than fifteen (15) days after submission of appropriate supporting documentation. View More

Compensation of EXECUTIVE. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the "Base Salary"), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (b) I...n addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus ("Annual Bonus") in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the "Compensation Committee") for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee's determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation's annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith. -2- (c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation's policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the "Benefit Plans"). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder. (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors' and officers' insurance during the Term and for a period of at least six (6) years thereafter. (f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties. View More

Compensation of EXECUTIVE. (a) Fees for Services. In consideration of the services rendered by Executive (the "Services") and Executive's other obligations under this Agreement, the annual base compensation for this position will be $175,000. Such compensation shall be payable in such installments as the Company pays its other employees. (b) Expenses. Pursuant to the Company's customary policies in force at the time of payment, Executive shall be promptly reimbursed, against presentation of vouchers or receipts therefor, ...for all expenses properly and reasonably incurred by Executive on behalf of the Company in the performance of Executive's duties hereunder. (c) Benefits. Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health (for Executive and his immediate family) and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior executives (the "Benefit Plans"). (d) Vacation Benefits. During the Employment Period, the Executive shall be entitled to receive vacation benefits in accordance with the Company's applicable policies and procedures in effect as of the Effective Date of this Agreement, or which becomes effective during the Term of this Agreement and/or any renewal or extension period thereafter. Subject to said vacation policies and procedures, the Executive shall be entitled to receive four (4) weeks of Company paid vacation, per year. (e) Indemnification and D&O Insurance. The Company agrees to indemnify the Executive to the maximum extent permitted by the Company's Articles of Incorporation or Bylaws, including, providing to the Executive, if applicable, any Directors or Officers Insurance Policy, in effect as of the Effective Date, or which becomes effective during the Term of this Agreement and/or any renewal or extension period thereafter, with such indemnification of the Executive to be on terms determined by the Board, or any of its authorized Committees, but on terms no less favorable than provided to any other Company executive, officer or director, and subject further to the terms of any separate written Indemnification Agreement. View More

Compensation of EXECUTIVE. (a) Base Salary. Beginning on the Effective Date, the Company shall pay Executive as compensation for his services hereunder, in equal installments paid twice per month during the Term, a base salary of $20,833.33 per month for an aggregate of $250,000 per year (the "Base Salary"), less such deductions as shall be required to be withheld by applicable law and regulations. Until such time as the Company, as a whole including any subsidiaries and parent entities, has positive net income for a peri...od of six (6) months, the Company, in its sole discretion, may elect to pay Executive his Base Salary, in whole or in part, in the form of the Company's Series A Cumulative Convertible Preferred Stock (fully vested), subject to the terms of the Company's stock incentive plan. 1 (b) Annual Bonus. In addition to the Base Salary, provided that in the Board's determination the Executive has performed the duties set forth in Section 2 hereof, the Executive may receive an annual bonus in an amount and under terms determined by the Compensation Committee of the Board and approved by the Board in its sole and absolute discretion. (c) Expenses. Upon Executive's furnishing to the Company customary and reasonable documentary support (such as receipts or paid bills) evidencing reasonable auditable, out-of-pocket expenses actually incurred or paid by Executive in the course of his employment (including travel expenses), and containing sufficient information to establish the amount, date, place and essential character of the expenditure, the Company shall advance or reimburse Executive for such expenses in accordance with the Company's policy for reimbursement of expenses. For greater certainty, "reasonable" for purposes of this provision with respect to airfare shall be deemed to be (i) a first class or other premium airline ticket when there are only two (2) classes of tickets available for any given flight and (ii) a business airline ticket when there are three (3) or more classes of tickets available for any given flight. (d) Benefits. Executive is entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health (for Executive and his immediate family) and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior executives (the "Benefit Plans"). View More