Compensation Contract Clauses (7,502)

Compensation. (a) Employee shall be paid an annual base salary of $72,000 payable in accordance with the Employer's standard payroll procedures, with a performance and salary review to be conducted annually, at which time the Employee's salary shall be adjusted in accordance with applicable compensation policies. (b) In addition, Employee shall be eligible to receive a bonus target of 10% of base compensation commencing fiscal year 2020, if approved by the Compensation Committee in its sole discretion. (c) Th...e Employee agrees that their Compensation will accrue from the Commencement Date of this agreement until such time as the Company, as determined by the Board, has sufficient funding. (d) The Employee may receive certain grants of Restricted Common Stock, and those grants may be subject to certain vesting, or reverse vesting, conditions, including, but not limited to the tenure of the Employee, or achievement of certain objectives, as further defined in a Restricted Stock Grant Agreement, and generally under the terms as noted below: 1. Grant of Restricted Stock. True Nature Holding, Inc. (the "Company") hereby grants to Grantee an Award of shares of Restricted Common Stock of the Company (collectively, the "Restricted Stock") pursuant to reverse vesting terms. The Restricted Stock granted pursuant to the Award shall be immediately issued in an escrow account the name of the Grantee and released as reverse vesting expires. Any unearned Restricted Stock granted shall be cancelled in the event the Employee is terminated by the Employer. View More

Compensation. (a) Base Salary. The Company will pay Employee base salary at the rate of $350,000 per year (the "Base Salary"), in accordance with the Company's normal payroll practices. The Company may review and adjust the amount of the Base Salary from time to time in its sole discretion. (b) Incentive Compensation Plan. Employee will be entitled to participate in the Company's Annual Corporate Management/Key Employee Bonus Plan, to the extent applicable to Employee's position. (c) Stock Incentive Plan. Emp...loyee will be entitled to participate in the Company's stock incentive plan to the extent applicable to Employee's position. (d) Benefits. Employee will be eligible to participate in the Company's generally available employee benefit plans, which currently include medical, dental, vision, life, accidental death and dismemberment, short-term disability and long-term disability insurance, a 401(k) savings plan and an employee stock purchase plan, subject to the terms and conditions of each plan. (e) Paid Time Off. Employee will be eligible for 20 days of paid vacation per year, plus paid sick time and holidays, all subject to the terms and conditions of the Company's policies. (f) Expenses. The Company will reimburse Employee for expenses Employee reasonably incurs in performing his or her duties, to the extent provided in the Company's expense reimbursement policies. Reimbursement of expenses in one tax year will not affect reimbursement of expenses in any other tax year. View More

Compensation. (a) Base Salary. The Executive's Base Salary under this Agreement shall be at the initial rate of $575,000. The Executive's Base Salary will be paid by Adtalem in substantially equal bi-weekly installments. The Base Salary will be reviewed annually by the CEO in coordination with the Compensation Committee and upon such review the Base Salary may be increased by the CEO in coordination with the Compensation Committee (but subject to any applicable Adtalem policy, law, or exchange listing require...ment); provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased thereafter except in the case of an across-the-board percentage reduction in base salaries of executives at the Executive's level affecting such executives equally. All amounts payable to the Executive under this Agreement will be subject to all required withholding by Adtalem. (b) Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by Adtalem, the Board and/or Compensation Committee as necessary and appropriate to comply with Adtalem policy, applicable law, or exchange listing requirements, under Adtalem's equity award plan(s) covering executives at the Executive's level, as in effect from time to time. View More

Compensation. Employee shall be compensated by the Company for the performance of Employee's duties and obligations hereunder as follows: (a) Salary. Employee shall be paid a salary of $28,166 per month, less applicable withholdings and deductions, in accordance with the Company's normal payroll procedures, as such salary may be increased from time to time by the Company (the "Salary"). (b) Bonus. Employee shall be entitled to participate in the Company's employee bonus plans as authorized by the Board of Dir...ectors of PROS Holdings (the "Board"), or the Compensation and Leadership Development Committee thereof (the "Compensation Committee"), from time to time (any bonus amounts payable pursuant to such plans being a "Bonus"). Any Bonus shall be less statutory and other authorized deductions and withholdings and payable in accordance with the terms of the bonus plan. Pursuant to the Company's Corporate Governance Guidelines, the Board will consider and make a decision in its sole discretion to recoup, under applicable law, any Bonus awarded to the Employee, if Employee's fraud or intentional misconduct significantly contributed to a restatement of financial results that led to the awarding of Employee's Bonus(es). (c) Benefits. Employee shall be eligible, on the same basis as other employees of the Company, to participate in and to receive the benefits of the Company's employee benefit plans and vacation, holiday and business expense reimbursement policies, each as in effect from time to time. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable Company policies and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. (d) Review. The Compensation Committee will review Employee's Salary on a periodic basis consistent with its review of other management generally and may adjust such Salary upward in its discretion. View More

Compensation. (a) For all services rendered by Executive to the Company, the Partnership Entities and each of the downstream affiliates of the Partnership Entities (the Partnership Entities and such downstream affiliates (including the Company), collectively, the "Constituent Companies"), the Company will pay Executive an annualized base salary of not less than $750,000 ("Base Salary"), which will accrue and be payable in arrears in accordance with the Company's general payroll practices (and any increase in ...Base Salary during the Employment Period shall then be referred to as "Base Salary" for the purposes of this Agreement). (b) Subject to this Section 3(b), Executive shall receive a bonus for the 2019 calendar year (the "2019 Bonus"), which 2019 Bonus shall be $1,500,000. The 2019 Bonus shall be paid as soon as administratively feasible after the end of the 2019 calendar year, but in no event later than March 15, 2020. For the 2020 calendar year and for each subsequent complete calendar year that Executive is employed by the Company hereunder, Executive shall be eligible for discretionary bonus compensation (the "Annual Bonus"), which shall be determined by the Board. For the 2020 calendar year, the Annual Bonus shall have a target value equal to 400% of Executive's Base Salary (subject to achievement of applicable performance targets). The performance targets for the applicable calendar year (the "Bonus Year") shall be established by the Board (or a committee thereof) annually and communicated to Executive not later than February 15 of each year. Each Annual Bonus, if any, shall be paid as soon as administratively feasible after the Board (or a committee thereof) certifies whether the applicable performance targets for the Bonus Year have been achieved, but in no event later than March 15th following the end of such Bonus Year. Notwithstanding anything in this Section 2(b) to the contrary and except as otherwise provided in Section 7(a), (i) Executive shall be paid the 2019 Bonus only if Executive remains continuously employed by the Company from the Effective Date through December 31, 2019 (and regardless of whether Executive is employed by the Company after December 31, 2019), and thereafter (ii) the Annual Bonus, if any, shall only be payable for each particular Bonus Year if Executive remains continuously employed by the Company from the Effective Date through the date on which such Annual Bonus is paid. (c) During the Employment Period, Executive shall be eligible to participate in the Company's equity incentive plan(s), as in effect from time to time. Any award(s) granted to Executive shall be on such terms and conditions as the Board shall determine. (d) Executive shall be eligible to earn incentive compensation subject to the terms and conditions set forth on Exhibit A and further subject to the terms of all applicable award documentation (the "Incentive Compensation"). (e) All payments made, and benefits provided, by the Company to Executive under this Agreement are subject to any applicable withholding and other applicable taxes. View More

Compensation. 3.1 Base Salary. During the Term, as compensation for his services hereunder, Executive shall receive a salary at the annualized rate of Seven Hundred and Fifty Thousand Dollars ($750,000) per year, subject to annual review for increase by the Board of Directors of the Company (the "Board") or its designee ("Base Salary" as may be adjusted from time to time, subject to Section 5.4), which shall be paid in accordance with the Company's normal payroll practices and procedures, less such deductions... or offsets required by applicable law or otherwise authorized by Executive. 3.2 Annual Performance Bonus. Executive shall participate each fiscal year during the Term in the Company's annual bonus plan as adopted and approved by the Board or the Compensation Committee of the Board (the "Compensation Committee") from time to time. For the current fiscal year (FY 2020), Executive's annual target bonus opportunity pursuant to such plan shall equal one hundred and twenty-five percent (125%) (the "Annual Target Bonus") of the Base Salary, subject to proration beginning with the fiscal period in which the Commencement Date falls, determined by multiplying the Annual Target Bonus by a fraction (x) the numerator of which is the number of fiscal periods (months) in which Executive is employed during the 2020 fiscal year, beginning with the month in which the Commencement Date occurs and (y) the denominator of which is 12. For subsequent fiscal years, the Annual Target Bonus may be adjusted by the Compensation Committee (however, in no event shall it be less than 125% of Base Salary). Payment of any bonus earned shall be made in accordance with the terms of the Company's annual bonus plan as in effect for the year for which the bonus is earned. 3.3 Equity Awards. (a) Participation in the LTIP. Executive will be eligible to participate during the Term in the Company's 2014 Omnibus Equity Plan and any successor plan (the "LTIP") beginning with the Company's 2021 fiscal year. Executive's target long term incentive award under the LTIP will be equal to two hundred fifty percent (250%) of Executive's Base Salary. The terms and frequency of long-term incentive award issuances to Executive under the LTIP, if any, shall be consistent with and no less favorable than the award issuances to senior executives of the Company generally, which shall be in the sole discretion of the Board. 2 (b) Inducement Award of Restricted Stock. As an inducement to commence employment with the Company, on the Commencement Date, Executive will be granted a number of shares of restricted Company Common Stock, par value $1.00 per share ("Company Stock") (the "Restricted Stock") determined by dividing $500,000 by the closing price of a share of Company Stock on the Commencement Date. The vesting restrictions on the Restricted Stock shall lapse as to one-third (1/3) of the shares on each of the first three (3) anniversaries from the Commencement Date, subject only to continued service on each applicable vesting date, and the Restricted Stock shall otherwise be evidenced by an award agreement and subject to the terms of the LTIP with the exception of any performance criteria. (c) Inducement Award of Stock Options. As an inducement to commence employment with the Company, on the Commencement Date, Executive will be granted a number of non-qualified stock options to purchase shares of Company Stock (the "Stock Options") valued at $500,000 in the aggregate on the date of grant, determined by the Company utilizing the Black Scholes option pricing model. The Stock Options will have an exercise price equal to the fair market value of a share of Company Stock on the date of grant and shall vest and become exercisable as to one-third (1/3) of the Stock Options on each of the first three (3) anniversaries from the Commencement Date, subject only to continued service on each applicable vesting date, and shall otherwise be evidenced by an award agreement and subject to the terms of the LTIP with the exception of any performance criteria. View More

Compensation. During the term of this Agreement, the Bank shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof: (a) A base annual salary of $350,000 effective on the date of this Agreement, and such base annual salary may be increased thereafter in the discretion of the Board or the Chairman; and (b) Such incentive bonuses as may be authorized by the Board from time to time. The base salary, the bonuses, and all other payments and compensation t...o Executive for his services to the Bank shall be subject to all withholding and deductions required by federal, state or other law (including those authorized by the Executive but not otherwise required by law), including but not limited to state, federal and local income taxes, unemployment tax, Medicare and FICA, together with such deductions as the Executive may from time to time specifically authorize under any employee benefit program that may be adopted by the Bank for the benefit of its senior executives or the Executive. View More

Compensation. Executive will be compensated during the Employment as follows: (a) Salary. The Executive's salary as of the Effective Date is $ (D) per year (or a pro-rated weekly amount for any partial year), [to be increased to $ (E) effective December 29, 2013,]1 subject to normal payroll deductions and payable in accordance with the Company's normal payroll practices. Executive's salary will be reviewed annually by the Company and subject to the limitations in Section 5(b)(i) may be adjusted to reflect Com...pany determinations of Executive's performance, Company performance, or business or economic conditions. (b) Bonus. Executive will be eligible to participate in any bonus programs designated by the Company from time to time for executives occupying positions at the same level as Executive's position, in accordance with the terms of such programs, which are subject to change from time to time in the Company's discretion. 1 This language is included only in the case of Ms. Mahoney. (c) Benefits. Executive will be eligible to participate in fringe benefit programs covering the Company's salaried employees as a group, and in any programs applicable under Company policy to executives occupying positions at the same level as Executive's position. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs are subject to change from time to time in the Company's discretion. (d) Relocation Assistance. Executive agrees to relocate to the Grand Rapids, Michigan area within nine months after the Effective Date. Executive will receive Company-paid relocation assistance pursuant to the Company's relocation assistance policy and the Company's offer letter to Executive. Executive agrees that if Executive resigns other than for Good Reason during the first twelve (12) months of Executive's relocation to the Grand Rapids, Michigan area, Executive will repay the Company for all relocation expenses paid by the Company in connection with Executive's relocation. (e) Business Expenses. The Company will reimburse Executive for reasonable, ordinary and necessary business expenses that are specifically authorized or authorized by Company policy, subject to Executive's prompt submission of proper documentation for tax and accounting purposes. Such expenses shall be reimbursed within thirty (30) days after Executive requests reimbursement, but in no event later than two and one-half (2 1/2) months after the end of the year in which the expense is incurred. View More

Compensation. Subject to the terms and conditions of this Agreement, Executive shall be compensated by Employer for his services as follows: 3.1. Executive shall receive, for each consecutive twelve (12) month period beginning on the Effective Date and ending on each anniversary thereof, a rate of pay equal to Three Hundred Thousand Dollars ($300,000.00) per year ("Base Pay"). Such compensation shall be payable in substantially equal monthly or more frequent installments and subject to customary tax withholdi...ng. 3.2. Executive shall be entitled to participate in all executive benefit plans maintained by Employer on substantially the same terms and conditions as other executives of Employer including, but not limited to, plans as mentioned in Attachment 1. 3.3. Executive shall receive at least twenty (20) days paid vacation per year, provided, however, that such vacation shall be scheduled and taken in accordance with Employer's standard vacation policies applicable to Employer's other executives. Executive shall also be entitled to all other holiday and leave pay generally available to Employer's other executives. Any vacation days not used in a twelve (12) month period shall accrue and carry over to subsequent years. 3.4. Executive shall receive at least fifteen (15) days paid sick leave per year. Any sick leave not used in a twelve (12) month period shall not accrue or carry over to subsequent years. 3.5. Executive shall be reimbursed by Employer for all reasonable business, promotional, travel and entertainment expenses incurred or paid by Executive during the Employment Period in the performance of his services under this Employment Agreement. View More

Compensation. (a) Salary. The Company shall pay to Executive a base salary of $500,000 per year (the "Annual Salary"). Executive's Annual Salary shall be reviewed on at least an annual basis by the Board of Directors or its Compensation Committee, and shall be payable in accordance with the Company's regular payroll practices. (b) Bonus. In addition to Executive's Annual Salary, Executive shall be eligible to participate in a performance-based annual bonus program, to be earned and paid quarterly in equal ins...tallments. Executive's target bonus at full accomplishment of the Company's goals will be $125,000 per quarter. Executive's actual bonus 1 will be based upon the overall results of the Company compared to the quarterly performance metrics as set forth in the annual operating plan approved by the Board of Directors for each year. The annual bonus plan and the final payout will be approved by the Board of Directors or its Compensation Committee and is subject to change. Notwithstanding the foregoing, Executive's actual bonus for each of the first four quarters commencing upon the Effective Date will in no event be less than $125,000, subject to Executive's continued employment with the Company through the end of each applicable quarter. (c)Sign-On Bonus. On the first payroll date following the Effective Date, the Company shall pay Executive a one-time sign-on bonus of $200,000, less applicable withholdings and deductions (the "Sign-On Bonus"). Notwithstanding the foregoing, Executive acknowledges and agrees that the Sign On Bonus shall not be fully earned prior to the second anniversary of the Effective Date and will only be fully earned on the second anniversary of the Effective Date if Executive remains continuously employed with the Company through the second anniversary of the Effective Date. In the event Executive's employment with the Company is terminated by pursuant to Sections 7(a)(iii) or (vi), Executive hereby agrees to repay the Company the portion of the Sign-On Bonus calculated by multiplying $200,000 by a fraction, (i) the numerator of which is twenty-four (24) less the number of full months elapsed between the Effective Date and Executive's termination date and (ii) the denominator of which is twenty-four (24). (d)Equity Awards. On the Effective Date, as a material inducement to Executive's acceptance of employment with the Company, Executive will be granted (i) an option to purchase 370,370 shares of the Company's common stock (the "Special Option") and (ii) an option to purchase 148,148 shares of the Company's common stock (the "Initial Option"). On the Effective Date, Executive will also be granted 44,444 restricted stock units (the "Initial RSUs") under the Company's 2017 Incentive Award Plan (the "2017 Plan"). The Special Option will vest in a single installment on the third anniversary of the Effective Date, subject to Executive's continued employment through such vesting date. The Initial Option will vest over a three year vesting schedule as follows: thirty-three percent (33%) of the Initial Option will vest on the first (1st) anniversary of the Effective Date and the remainder will vest in twenty-four (24) equal monthly installments thereafter, subject to Executive's continued employment through each such vesting date. Both the Special Option and the Initial Option will have an exercise price equal to the "Fair Market Value" per share of the Company's common stock on the date of grant (and for this purpose, "Fair Market Value" as of the grant date shall mean the closing sales price for a share of common stock as quoted on the Nasdaq Stock Market system for such date or, if there is no closing sales price for a share of common stock on the grant date, the closing sales price for a share of common stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board of Directors or its Compensation Committee deems reliable). The Initial RSUs will vest in three substantially equal annual installments on June 10, 2021, 2022 and 2023, subject to Executive's continued employment through each such vesting date. Each of the Special Option and Initial Option shall be subject to the terms and conditions of the award agreement pursuant to which the award is granted. The Initial RSUs shall be subject to the terms and conditions of the 2017 Plan and the award agreement pursuant to which the award is granted. The Special Option and the Initial Option are being granted to Executive as an inducement material to Executive's entering into employment with the Company and are intended to constitute an "employment inducement" award under Nasdaq Marketplace Rule 5635(c)(4). Executive shall be eligible to receive future equity awards as determined in the discretion of the Board of Directors. View More