Compensation Contract Clauses (7,502)

Compensation. In consideration for all services rendered by Employee to the Company during the Employment Term, and the covenants and agreements of Employee set forth herein (including without limitation the Amendment and Waiver provision set forth in Section 8 hereof), the Company shall pay or cause to be paid to Employee, and Employee shall accept, the payments and benefits set forth in this Section 4. The Company shall be entitled to deduct and/or withhold, as the case may be, from the compensation amounts... payable under this Agreement, all amounts required or permitted to be deducted or withheld under any federal, state or local law or regulation, or in connection with any Bonus Plan (as defined below) or Benefit Plan (as defined below) in which Employee participates and which mandates a contribution, assessment or co- payment by the participants therein. (a) Base Salary. The Company shall pay Employee a base salary at the rate of $270,000.00 per calendar year, which amount shall be subject to adjustment as set forth below (the "Base Salary"). Employee's Base Salary shall be paid in approximately equal installments in accordance with the Company's regular practices, as such practices may be modified from time to time. During the Employment Term, Employee's Base Salary shall be reviewed annually (on a calendar year basis) by and shall be subject to adjustment in the discretion of the Company. The term "Base Salary" as used in this Agreement shall refer to the Base Salary as so adjusted from time to time. (b)Bonus Plans. (i) Employee shall be eligible to receive a discretionary "Performance Bonus" for each calendar year during the Employment Term. The Performance Bonus, if any, shall be determined on a calendar year basis in the Company's sole discretion and shall be paid as and when determined by the Board, but no later than March 15 of the calendar year following the year to which the Performance Bonus is attributable. (c) Benefit Plans. During the Employment Term, Executive shall be eligible to participate in all benefit plans of the Company, including, without limitation, equity, profit sharing, medical coverage, dental, accident, retirement, life and or other retirement or welfare benefits that may be provided by the Company from time to time to Company executives of comparable status, subject to, and to the extent that, Executive is eligible under such benefit plans in accordance with their respective terms. 2 (d) Stock Option. The Board has approved, and the Company hereby agrees to grant to Employee, effective as of the Effective Date of this Agreement, a Stock Option (the "Stock Option") to purchase up to 200,000 shares of the Company's common stock. A more formal Stock Option Award Agreement reflecting, in all material respects, the terms of this paragraph (and otherwise in customary form) shall be issued to Employee upon the Company's shareholders approving a bona fide employee stock option plan (the "Plan"). Such stockholder approval is anticipated to occur within 30 days of execution of this Agreement. The Stock Option shall vest and become exercisable in equal monthly tranches, based on the passage of time, over the 36 months following the Effective Date. The Stock Option shall vest and become exercisable in full upon the consummation of a "change in control event" (as defined in Section 409A of the Code). All other terms of the Stock Option shall be governed by the Plan and the Stock Option Award Agreement. The Stock Option is intended to be exempt from Section 409A of the Code, and shall be administered and interpreted consistent with such intent. View More

Compensation. 2.1 Base Salary. Executive will receive an initial base salary at the annual rate of $300,000, less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. The base salary may be increased from time to time. The base salary may not be decreased, other than a decrease of less than ten percent (10%) of Executive's highest base salary pursuant to a salary reduction program applicable generally to the Company's senior executives. The initia...l base salary, as increased or decreased, shall be referred to as "Base Salary." 2.2 Annual Bonus. In addition to base salary, Executive will be eligible to earn discretionary annual incentive compensation (the "Performance Bonus"), calculated and paid commensurate with other executive officers of the Company, subject to the approval of the Compensation Committee. The Annual Bonus will be calculated Pro Rata for 2019. The Performance Bonus, if earned, will be paid on an annual basis, less standard payroll deductions and withholdings, after the close of the fiscal year and after determination by the Board (or the Compensation Committee thereof), but not later than March 15 of the following calendar year. No Performance Bonus amount is guaranteed and, in addition to the other conditions for earning such Performance Bonus, Executive must remain an employee in good standing of the Company on the scheduled annual Performance Bonus payment date in order to earn any Performance Bonus, except as otherwise provided herein. 1 2.3 Stock Options. Subject to the approval of the Board, the Company will grant Executive options (pursuant to the terms of the Company's 2017 Equity Incentive Plan, as amended (the "Plan"), and applicable law) (the "Options") to purchase 320,000 shares of the Company's common stock for an exercise price equal to the fair market value on the date of the grant. One-third of the shares subject to the Option shall vest on the one year anniversary of the vesting commencement date of the Option, and the remaining shares subject to the Option shall vest in a series of 24 equal monthly installments thereafter, subject to Executive's Continuous Service (as defined in the Plan) on each such vesting date. Notwithstanding anything to the contrary set forth in the Plan or any award agreement, if the Company consummates a Change in Control (as that term is defined in the Plan) and subject to (i) Executive's Continuous Service through the date of the consummation of the Change in Control or (ii) termination of the Executive's Continuous Service by the Company without Cause or by the Executive for Good Reason within 90 days prior to the consummation of a Change in Control, Executive shall vest immediately prior to such Change in Control as to 100% of her otherwise unvested time-based equity awards (the "Single Trigger Acceleration"), provided, however, that in exchange for the Single Trigger Acceleration, the Company may require Executive to execute and deliver to the Company a signed and dated general release of all known and unknown claims in substantially the form attached hereto as Exhibit A (the "Release") within the applicable deadline set forth therein. The Company will register the shares subject to the Option on a Registration Statement on Form S-8 as soon as reasonably practicable after the Effective Date. 2.4 Additional Stock Options. Any additional stock options, stock grants, stock units or equivalents to be granted to you will be calculated and issued commensurate with other executive officers of the Company, subject to the approval of the Compensation Committee. View More

Compensation. Your initial salary during will be at the rate of $400,000 per annum, which shall be prorated for any partial year, month or week. (b) Bonus Opportunity. You will have the opportunity to earn a bonus of up to forty percent (40%) of your annual base salary per year, based on the achievement of or progress toward individual departmental and/or corporate objectives and goals, as reasonably determined by the Board of Directors (the "Board"), provided that to be eligible for any such bonus, you must ...be employed by the Company in good standing at the time such bonus is awarded. To be eligible for any such bonus for a given Fiscal Year, your Start Date must be before November 1 in that Fiscal Year. The bonus, if any, for the first Fiscal Year will be pro-rated from the Start Date. (c) Equity. Subject to the terms of the Company's then applicable equity incentive plan ("Incentive Plan") and form of option agreement, and subject to approval by the Board of Directors of the Company at the first regularly scheduled meeting following the Start Date, you will be granted an option to purchase an aggregate of one hundred and fifty thousand (150,000) shares of common stock, at an exercise price per share equal to the Fair Market Value (as defined in the Incentive Plan) of the Common Stock on the date of the grant (such grant date to be the last trading day of the month in which the Board of Directors makes the grant), intended to qualify as an "incentive stock option" to the to the maximum extent allowed under Section 422 of the Internal Revenue Code. The option will vest as to one-fourth (1/4th) of the shares, on the first anniversary of the Start Date, and the remainder will vest at one-forty-eighth (1/48th) per month thereafter. All tax consequences resulting from the grant, vesting, or exercise of the option to or by you, or from the disposition by you of such shares of Common Stock, will be your responsibility. You also will be eligible for annual equity grants at the same time when other executives receive these grants. (d) Expenses. You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses that are reasonably incurred by you in furtherance of the Company's business, following submission of reasonably detailed receipts. (e) Sign-on Bonus. You will be entitled to receive a separate sign-on bonus of fifty thousand dollars ($50,000), less any applicable withholding or other taxes. The sign-on bonus will be payable at the same time as your annual bonus in Q1 2020. View More

Compensation. Your initial base salary will be $50,000 per annum ("Base Salary"). Your Base Salary will be paid at periodic intervals, in accordance with the Company's payroll practices. The Company may, in its sole discretion, pay you a bonus. If the Company decides to pay you a bonus the Company will, in its sole discretion, determine the bonus amount and pay it at a time that the Company will determine. Biomea Fusion, LLC 726 Main St. Redwood, CA 94063 www.biomeafusiom.com C. The Company is currently devel...oping an Option Plan for all employees (the "Option Plan"). In the event the Company establishes an Option Plan, the Company may choose in its discretion to grant you options to purchase units of the Company. Any such grant will be subject to the terms and conditions of the terms of the Option Plan and a written option agreement in a form set by the Option Plan in its sole discretion. The Company will deduct and withhold, from any and all compensation paid to you in connection with your employment, any and all applicable Federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statute or regulation. View More

Compensation. (a)Base Salary and Bonus. As compensation for the Executive's services under this Agreement, the Executive shall receive, and the Company shall pay, a weekly base salary set forth on Exhibit "A." Such base salary may be increased, but not decreased, during the Term in the Company's discretion based upon the Executive's performance and any other factors the Company deems relevant. Such base salary shall be payable in accordance with the policy then prevailing for the Company's executives. In addi...tion to such base salary, the Executive shall be entitled during the Term to a performance bonus and shall be eligible to participate in and receive payments or awards from all other bonus and other incentive compensation, stock option, and restricted stock plans as may be adopted by the Company, all as determined by the Compensation Committee of the Board of Directors in its sole discretion, and, in each case, payable to Executive in accordance with the terms and conditions of the applicable plan. (b)Payments. All amounts paid pursuant to this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, federal income tax, state and local income tax, if any, and comparable laws and regulations. Executive Evergreen Ver. 12/2008 Sykes Enterprises, Incorporated ______________ Kelly Morgan Page Number 2 Initials Kelly J. Morgan (c)Other Benefits. The Executive shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by the Executive in the performance of the Executive's duties hereunder in accordance with the Company's standard policy regarding expense verification practices. The Executive shall be entitled to that number of weeks paid vacation per year that is available to other executive officers of the Company in accordance with the Company's standard policy regarding vacations and such other fringe benefits as may be set forth on Exhibit "A" and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance, and other executive benefits plans, if any, which the Company may from time to time make available to its executive officers generally. Benefits under such plans, if any, shall be paid or provided to Executive in accordance with the terms and conditions of the applicable plan. View More

Compensation. Salary and Period Salary Review. As of the Start Date, Executive's base salary shall be $350.000 per year (''Base Salary"), payable in equal installments in accordance with the Company's standard payroll practice, less legally required deductions and withholdings. Executive's Base Salary may be periodically reviewed and adjusted in accordance with TTEC Parent standard procedures. Relocation. As of Start Date, the Executive and the Company had an understanding that the role of TTEC's Chief Inform...ation and Innovation Officer was based at the Company's HQ in Colorado. The Executive, therefore, as condition of his employment with the Company agreed to relocate from his current state of residence to greater metropolitan area of Denver in the State of Colorado ("Company HQ Location") as soon as reasonable and no later than June 30, 2019. The Executive now believes that he can effectively perform his role and his duties without relocation to the Company HQ Location, and, as an accommodation to the Executive, the Company is hereby waiving the relocation requirement at this time. This waiver is at Company's discretion and subject to the following: (i) The relocation allowance included in the original Employment Agreement is hereby forfeited; (ii) The Executive undertakes to travel to Company HQ Location periodically and as needed to perform his responsibilities and to serve the Company; he commits to travel economically and in compliance with the Company's Travel Policy; (iii) The Company reserves the right to reinstate its relocation requirement, with reasonable notice to the Executive, if at its reasonable discretion it believes that the Executive is not able to perform his duties effectively while not based at the Company HQ Location.If the Company elects to reinstate its relocation requirement, the Executive's decision not to relocate at that time, would constitute a breach of this Agreement and would permit the Company to terminate Executive's employment pursuant to Section 7(c) and will not constitute a "Good Reason" for purposes of Section 7(j). Variable Incentive Plan (annual cash) Bonus. Beginning in 2017, and annually thereafter, Executive will be eligible to participate in an annual performance-based cash incentive program, currently referred to as TTEC Variable Incentive Plan ("VIP"). Executive's annual VIP opportunity shall be up to $350,000, tied to the annual targets and goals of the business as set by the Board and the CEO. Executive's annual VIP awards are discretionary and not guaranteed. They are based on TTEC Parent's and Executive's performance against targets, as set by the Board and the CEO and will be based on a combination of: (i) TTEC-wide business results; (ii) TIG business segment specific results; and (iii) Executive's individual performance against agreed goals related to the execution of TTEC Parent's long-term and short-term plans to meet its strategic and financial goals. In addition, the Compensation Committee of the Board may, but shall not be obligated to, adjust the Executive's VIP award upward based on the Company's and Executive's overperformance against annual metrics set by the Board and deemed to be that year's business imperatives, such as but not limited to annual bookings, revenue, operating income, backlog, and cash flow. The timing for the payment of the VIP awards, if any, is determined from time to time by the Compensation Committee of the Board. Reimbursement of Business Expenses. The Company agrees to reimburse Executive for all reasonable out-of-pocket business expenses incurred by Executive on behalf of the Company, including Company required periodic travel between Executive's state of residence and TTEC Parent's HQ in Colorado prior to the Executive's relocation as provided in Section 2(b) of this Agreement, provided that Executive properly accounts to the Company for all such expenses in accordance with the rules and regulations of the Internal Revenue Service under the Internal Revenue Code of 1986, as amended (the "Code") and in accordance with the standard policies of the Company relating to reimbursement of business expenses incurred by its employees. Withholdings. All payments made under this Section 2, or under any other provision of this Agreement, will be subject to withholding of the federal, state, and local taxes, Social Security, Medicare and other withholdings in such amounts as is reasonably determined by Company. View More

Compensation. (a) You will be compensated for all services rendered by you under this Agreement at the rate of $825,000 per annum, payable in such manner as is consistent with the Company's payroll practices for executive employees. Prior to each anniversary of the Effective Date, the Company's Board of Directors (the "Board"), or Compensation Committee of the Board (the "Compensation Committee"), will review and consider in its sole discretion whether to increase (but not decrease) the base salary payable to... you hereunder. Your annual rate of base salary as increased herein from time to time, is hereinafter referred to as the "Base Salary". (i) For each calendar year during the Employment Term, you will be eligible to participate in the Company's annual bonus plan at opportunity levels to be defined by the Compensation Committee, with a target bonus of no less than 100% of Base Salary (the "Target Annual Bonus Percentage") and a maximum bonus of no more than 180% of Base Salary (the "Bonus"). Any bonuses will be paid by the Company no later than March 15 of the year immediately following the applicable bonus period. Except as otherwise provided herein, you must be employed by the Company or its affiliates on the day any bonus is paid to earn any part of that bonus. (ii) For each calendar year during the Employment Term, you will participate in the Company's long-term incentive plan and receive awards thereunder on an annual basis with a target value of 275% of Base Salary (the "Target LTI Percentage"). Such awards shall be upon terms and conditions determined at the discretion of the Compensation Committee; provided that, the long term incentive awards for the 2019 calendar year, which shall be made in March 2019, shall have terms and conditions, other than Adjusted EBITDA targets, that are substantially similar to those applicable to the long term incentive awards made the Company's chief executive officer during the 2018 calendar year. View More

Compensation. 3.1 Base Salary. Executive's initial annual base salary for all services rendered shall be Three Hundred Fifty Thousand and 00/100 Dollars ($350,000) (less applicable taxes and withholdings) payable in accordance with the Company's payroll practices as they may exist from time to time (such salary, as adjusted in accordance with this Section 3.1, referred to herein as "Base Salary"). Effective as of the Effective Date of the IPO, Executive's Base Salary shall be raised to Five Hundred Twenty Thr...ee Thousand and 00/100 Dollars ($523,000) (less applicable taxes and withholdings). Base Salary may be reviewed and adjusted by the Company, at its discretion, in accordance with the Company's policies, procedures, and practices as they may exist from time to time, provided that the Base Salary shall not be decreased unless the decrease is an across-the-board decrease for all senior management employees of the Company. 3.2 Business Expenses. Executive shall be reimbursed for reasonable and necessary expenses actually incurred by Executive in performing services under this Agreement in accordance with and subject to the terms and conditions of the applicable Company reimbursement policies, procedures, and practices as they may exist from time to time. All such reimbursements shall be made no later than the end of the calendar year following the year in which the expense was incurred 3.3 Bonus. Executive may participate in any Company bonus plan the Company may adopt for senior management subject to the terms, conditions, and any eligibility requirements that may exist in such plan or plans. Effective as of the Effective Date of the IPO, Executive's annual incentive compensation under such bonus plan (the "Annual Bonus") shall be targeted at 50% of Executive's Base Salary (such target, as may be increased by the Board from time to time, the "Target Annual Bonus"). The Annual Bonus payable under the bonus plan shall be based on the achievement of performance goals to be determined by the Board. The payment of any Annual Bonus pursuant to the bonus plan shall be subject to Executive's continued employment with the Company through the date of payment. 3.4 Equity. Executive shall be eligible to participate in any equity compensation plan or similar program adopted by the Company when approved by the Board and, if applicable, the Company's shareholders, for executives at Executive's level. The amount awarded, if any, to the Executive under any such plan shall be in the discretion of the Board or any committee administering such plan and shall be subject to the terms and conditions of any plan or program adopted or approved by the Board. 2 3.5 Benefits. Executive may participate in all medical, dental and disability insurance, 401(k), personal leave and other employee benefit plans and programs of the Company for which Executive is eligible, provided, however, that Executive's participation in benefit plans and programs is subject to the applicable terms, conditions and eligibility requirements of these plans and programs, some of which are within the plan administrator's discretion, as they may exist from time to time. The Company shall pay annual dues and expenses for Executive's membership and participation in such professional organizations as may be approved by the Board. View More

Compensation. (a) Salary. During the Term, as compensation for his services hereunder and in consideration of the obligations contained herein, during the Term the Company shall pay Executive, in accordance with its normal payroll practice an annual salary of Five Hundred One Thousand Four Hundred Eighty Dollars ($501,480.00) (the "Base Salary"). During the Term, the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") in consultation with the CEO shall review the Base Sal...ary annually and may, in the Compensation Committee's sole discretion, increase (but not decrease) the Base Salary. (b) Cash Bonus. During the Term, Executive shall be eligible to receive an annual cash bonus of up to One Hundred Percent (100%) of his Base Salary, as determined by the Compensation Committee (the "Bonus"), which shall be payable based upon Executive's individual achievement of pre-determined financial or strategic performance goals established by the Company from time to time, in its sole and absolute discretion. (c) Other Compensation. During the Term, Executive shall be eligible to receive cash and/or equity consideration under compensation plans and programs then in place at the Company for its executive employees (including, without limitation, the Company's firm profit participation and executive bonus plans), as determined by the Compensation Committee (the "Other Compensation"). View More

Compensation. 2.1 Total Salary. Employee shall receive total annual compensation in an amount set by the Board from time to time throughout the Term (the "Total Salary"). The Total Salary will be accrued on a daily basis and payable in installments consistent with Company's normal payroll schedule, subject to applicable withholding and other taxes. As of the Effective Date, Employee's Total Salary is $120,000, whilst the employment is on a part time basis. In the event that the position transitioned to a full... time position by mutual agreement ether as at December 31st 2019 or early The Total salary will be $240,000. Employee's Total Salary may be increased during the Term, but shall not be decreased without Employee's written consent provided, however, that Employee's Total Salary may be reduced without Employee's consent by the same proportion as other Company employees if and to the extent that the Board imposes a Company-wide reduction in salary on substantially all of Company's employees. 2.2 Incentive Compensation. In addition to and not as a substitute for Employee's Total Salary, Employee shall be eligible for an annual bonus, as determined by the Board in its sole discretion no later than July 15 of each calendar year. While the Board retains the discretion to grant a larger bonus or no bonus at all, the targeted maximum for this discretionary annual bonus, based on exemplary performance in all quantitative and qualitative criteria that may be considered by the Board, in its sole discretion, shall be 50% of the Total Salary paid to Employee in the calendar year preceding the grant of the bonus. 2.3 Relocation Expenses. If Company's offices to which Employee is assigned are relocated outside of the Denver, Colorado metropolitan area and Employee remains employed by Company pursuant to this Agreement, then Company shall pay all reasonable relocation expenses incurred by Employee in relocating to Company's new location. The requirements for the timing of such expenses and their reimbursement shall be subject to and in accordance with the relocation expense payment policies and procedures of Company, as in effect as of the date Company advises Employee of the relocation. 2 3. Expense Reimbursement and Other Benefits. 3.1 Expense Reimbursement. During the Term, Company shall reimburse Employee for all documented reasonable expenses actually paid or incurred by Employee in the course of and pursuant to the business of Company, subject to and in accordance with the expense reimbursement policies and procedures in effect for Company's employees from time to time. 3.2 Additional Benefits. During the Term, Company shall make available to Employee such benefits and perquisites as are generally provided by Company to its senior management (subject to eligibility), including but not limited to participation in any group life, medical, health, dental, disability or accident insurance, pension plan, 401(k) savings and investment plan, profit-sharing plan, employee stock purchase plan, incentive compensation plan or other benefit plan or policy, if any, which may presently be in effect or which may hereafter be adopted by Company for the benefit of its senior management or its employees generally, in each case subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement (the "Additional Benefits"). 3.3 Annual Leave. Employee shall be entitled to two (2) weeks of annual leave each calendar year whilst a part time employee and entitled to four (4) weeks of annual leave each calendar year as a full time employee. The annual leave will vest evenly each payroll and shall be accrued from calendar year to calendar year in accordance with Company policies and procedures then in effect. Employee shall be paid for any remaining annual leave accrual following the termination of employment for any reason. Annual leave shall be taken at a mutually agreeable time. 3.4 Personal Leave. Personal leave shall be available to Employee for use in accordance with Company policies and procedures then in effect. Personal leave will not accrue for longer than a year and Employee will not be entitled to receive payment for any accrued personal leave upon the termination of their employment. View More