Compensation Contract Clauses (7,502)

Compensation. In consideration of the services to be rendered under this Agreement, Employee shall be entitled to the following: 4.1 Base Salary. The Company shall pay to Employee an annual base salary of three hundred and fifty thousand dollars ($350,000), less all applicable taxes and withholdings, which will be payable in accordance with the Company's payroll practices, as amended from time to time ("Base Salary"). Employment Agreement - CFO 4.2 Bonus. At the Company's sole discretion. Employee may be elig...ible to receive an annual forty percent (40%) bonus based upon metrics agreed to between Employee and the Company, payable no later than March 15 of each year for work performed in the preceding calendar year ("Bonus"). In order to be eligible to receive any Bonus, except as otherwise set out in Section 6 below, Employee must be employed with the Company at the time of issue of any Bonus. 4.3 Employee Benefits. While Employee is employed with the Company, Employee shall be entitled to participate in all employee benefit plans and programs of the Company to the extent that Employee meets the eligibility requirements for each individual plan or program. The Company provides no assurance as to the adoption or continuance of any particular employee benefit plan or program, and Employee's participation in any such plan or program shall be subject to the provisions, rules, and regulations applicable to each benefit plan or program. 4.4 Vacation. Employee shall be entitled to four (4) weeks of paid vacation per year, which will be in accordance with and subject to the Company's policies and as set out in this Section 4.4. 4.5 Expenses. The Company shall reimburse Employee for reasonable business expenses incurred by Employee in the performance of his duties hereunder in accordance with the Company's general policies, subject to proof of payment by Employee. 4.6 Equity Compensation. Employee's participation in the Company's Share Unit Plan established by the Company, or any successor plan thereto, as such may be amended from time to time in accordance with its terms (the "Plan"), shall be subject to the terms, conditions, regulations and provisions applicable to the Plan and to the terms and conditions of the Share Unit Plan Grant Agreement and any amendments entered into between Employee and the Company. View More

Compensation. (a) Base Salary. During the Term, Employer shall cause Executive to be paid an annual base salary of not less than One Hundred Thirty Thousand Dollars ($130,000.00), paid in equal installments to Executive in accordance with Employer's established payroll practices (but no less frequently than monthly). Employer's Board of Directors or its designee, in its discretion, may increase Executive's base salary during the Term. Employer shall withhold state and federal income taxes, social security tax...es and such other payroll deductions as may from time to time be required by law or agreed upon in writing by Executive and Employer. Employer shall also withhold and remit to the proper party any amounts agreed to in writing by Employer and Executive for participation in any corporate sponsored benefit plans for which a contribution is required. (b) Executive shall devote Executive's best efforts and full time to rendering services on behalf of Employer in furtherance of its best interests. Executive shall comply with all policies, standards and regulations of Employer now or hereafter promulgated, and shall perform all duties under this Agreement to the best of Executive's abilities and in accordance with the ethics and standards of conduct applicable to employees in the banking industry. (c) Equity Awards. Executive may be eligible to receive equity awards from Employer, in such manner and subject to such terms and conditions as the Board of Directors or its designee, in its sole discretion, may determine, if at all. (d) Clawback. Executive agrees that any incentive compensation that Executive receives from Employer or a related entity shall be subject to repayment (i.e., clawback) to Employer or such related entity to the extent required under any repayment or clawback policy adopted by the Board of Directors in the future. View More

Compensation. 3.1Base Salary. As compensation for all services rendered pursuant to this Agreement, the Company will pay to the Executive an annual Base Salary of FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000) payable in equal monthly installments of FORTY-FIVE THOUSAND EIGHT HUNDRED AND THIRTY-THREE DOLLARS AND 33 CENTS ($45,833.33). The Company's Compensation Committee of the Board of Directors (the "Compensation Committee") in its sole discretion may increase, but may not reduce, the Executive's annual bas...e salary. 3.2Annual Bonus. The Executive shall be eligible to be paid a bonus annually in cash pursuant to the Company's annual incentive plan, as determined by the Compensation Committee (the "Annual Bonus"), in a maximum amount of 100% of the Executive's annual base salary. The Annual Bonus (if any) shall be earned on the last day of the calendar year to which it relates, and shall be paid at the same time (or times) and in the same manner as annual bonuses for other senior executives of the Company. Entitlement to the Annual Bonus is dependent on the Executive meeting certain goals, which shall be established annually by the Company, 2 and shall be subject to the approval of the Compensation Committee. Notwithstanding the provisions of this paragraph 3.2, the Executive will be paid a bonus of $550,000 in cash in lieu of an Annual Bonus for the calendar year ending December 31, 2019, provided the Executive is employed with the Company on December 31, 2019, at the same time (or times) and in the same manner as annual bonuses for other senior executives of the Company. 3.3Participation in Employee Benefit Plans. The Executive shall be permitted during the term of this Agreement, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, pension plan, employee stock ownership plan or similar benefit plan of the Company, which may be available to other comparable executives of the Company generally, on the same terms as such other executives. The Executive shall be entitled to paid vacation and all customary holidays each year during the term of this Agreement in accordance with the Company's policies. 3.4Expenses. Subject to such policies as may from time to time be established by the Company's Board of Directors, the Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive in the performance of the Executive's services under this Agreement upon presentation of expense statements or vouchers or such other supporting information as it may require. 3.5Stock Holding Requirement. The Executive is required to continuously hold at all times NVR, Inc. common stock with a value equal to six (6) times the Executive's base salary as then in effect, subject to the Company's policy titled the NVR, Inc. Stock Holding Requirement for NVR's Board of Directors ("Directors") and Certain Members of Senior Management ("Senior Management"), which is incorporated herein by reference. The stock holding requirement described in this Section 3.5 may be adjusted at any time by the Company's Board of Directors upon thirty days' written notice, but not more than once in any twelve (12) month period. 3.6Hiring Bonus. The Executive shall be eligible to earn a hiring bonus of $500,000 on the one (1) year anniversary date following the Effective Date and $500,000 on the two (2) year anniversary date following the Effective Date. The Executive must be employed by the Company on the specified anniversary date to earn the hiring bonus. In the event this Agreement terminates on December 31, 2020 and provided the Executive is employed by the Company on the two (2) year anniversary following the Effective Date, the Executive shall remain eligible to earn the hiring bonus due on the two (2) year anniversary date. Any hiring 3 bonus earned pursuant to this Section 3.6 shall be paid in cash within thirty (30) days following the applicable anniversary date. 3.7Relocation Benefits. The Executive shall be eligible to receive standard relocation benefits provided by the Company. View More

Compensation. (a) Base Salary. During Executive's employment with the Company, effective as of the Effective Date, the Company shall pay Executive a base salary at the annual rate of Three Hundred Fifty thousand dollars ($350,000), less payroll deductions and withholdings, which shall be payable in accordance with the standard payroll practices of the Company. Executive's base salary shall be subject to periodic review and upward adjustment by the Board from time to time in the discretion of the Board. (b) An...nual Performance Bonus. For each calendar year, Executive shall be eligible to receive an annual performance bonus ("Annual Performance Bonus") from the Company, with the target amount of such bonus equal to thirty-five percent (35%) of Executive's annual base salary. The Annual Performance Bonus will be based on achievement of individual and/or Company goals which are established by the Board (or duly authorized committee thereof), in its sole discretion at the beginning of each calendar year. Following the close of each calendar year, the Board (or duly authorized committee thereof), will determine whether Executive has earned an Annual Performance Bonus, and the amount of any such bonus. Payment of the Annual Performance Bonus shall be expressly conditioned upon Executive's employment with the Company on the date that the Annual Performance Bonus is paid, except as provided in Section 7(b) and Section 7(c) below. The Annual Performance Bonus shall be paid within ninety (90) days after the end of the calendar year for which it relates and may be payable in such portion of cash and stock as the Board (or duly authorized committee thereof), shall determine in its sole discretion. Executive's target Annual Performance Bonus will be subject to periodic review and adjustment by the Board from time to time. (c) Equity Awards. Within ten days of your starting employment with the Company, the Company will recommend to the Board of Directors that you be eligible to receive 300,000 stock options under the Company's 2014 Omnibus Stock Ownership Plan as amended (the "Plan"). From time to time, Executive will be eligible to participate in and receive stock option or equity award grants under the Plan in accordance with the terms and conditions of such Plan or plans in existence at that time, in the discretion of the Board. (d) Reimbursement of Business Expenses and Commuting. The Company shall reimburse Executive for reasonable travel and other business expenses incurred by Executive in the performance of her duties hereunder, in accordance with the Company's policies as in effect from time to time. (e) Signing Bonus. To compensate you for a bonus you have indicated would shortly be due you from your present employer if you were to remain with that employer, the Company within ten days of your starting employment with the Company: a) will pay you $50,000; and, b) will recommend to the Board of Directors that you be eligible to receive 10,000 stock options under the Company's 2014 Omnibus Stock Ownership Plan. The Company will recommend to the Board of Directors that these 10,000 stock options will vest immediately upon your receipt. (f) Reimbursement of Legal Expenses. Within ten days of presentation to Company of adequate documentation of legal expenses incurred with respect to entering into employment with the Company, Executive will be reimbursed up to $4,000.00. View More

Compensation. 3.1 Base Salary. The Company shall pay the Executive an annual base salary in the gross amount of $175,000 (One Hundred Seventy-Five Thousand Dollars), less deductions applicable to wages in periodic installments in accordance with the Company's customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive's annual base salary, as in effect from time to time, is hereinafter referred to as "Base Salary." 3.2 Bonus. Executive shall be eligible for... an annual bonus of up to $45,000 (forty-five thousand dollars) less deductions applicable to wages. The amount shall be determined by the Company in its reasonable discretion based upon performance metrics that shall be determined in the Company's reasonable discretion. The bonus shall be determined on a calendar year basis and pro-rated for the first year of Executive's employment base upon the number of week Executive is employed. Any bonus shall be paid on or before January 15 of each new year. Executive must be employed on the date the bonus is paid in order to receive a bonus. 3.3 Restricted Stock Award. The Company shall, upon the Effective Date, grant Executive Seven Million Nine Hundred Fifty-Five Thousand One Hundred Sixty-Eight (7,955,168) restricted options of common stock. The grant shall vest at the rate of one-fifth (1/5th) beginning on each anniversary date of the Effective Date. No restricted stock will be granted after the termination of Executive's employment and any unvested restricted stock shall be forfeited upon the termination of Executive's employment. All terms of the restricted stock granted under this Agreement shall be governed by equity plan that the Company will be adopting in the near future (the "Plan"). Insofar as the Plan and this Agreement conflict, the terms of the Plan shall govern. To the extent permitted by applicable law and the Plan, in the event the Company makes a secondary offering of stock in an amount exceeding $25,000,000 (Twenty-Five Million Dollars), the Company shall permit Executive to offer any of his vested restricted shares for sale as part of any such secondary offering in the same amounts and proportions as other employees of the Company. 3.4 Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, "Employee Benefit Plans") on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plans and applicable law. 3.5 Vacation; Paid Time-Off. During the Employment Term, the Executive shall be entitled paid vacation in accordance with the Company's policies for executive officers as such policies may exist from time to time. 3.6 Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive's duties hereunder in accordance with the Company's expense reimbursement policies and procedures. 2 4. Termination of Employment. 4.1 Termination Notice and Date. The Employment Term and the Executive's employment hereunder may be terminated by either the Company or the Executive at any time and for any reason by giving written notice thereof. The date the employment terminates shall be date notice of termination is communicated to a party ("Termination Date"). 4.2 Resignation of All Other Positions. Upon termination of the Executive's employment hereunder for any reason, the Executive, effective on the Termination Date, shall be deemed to have resigned automatically from all paid positions that the Executive holds as an officer, employee, or member of the Board (or a committee thereof) of the Company, or as a paid officer, employee, or board member of any of the Company's affiliates. View More

Compensation. 4.1 Base Salary. (a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the "Base Salary") at an annual rate of $325,000.00. Changes to Executive's Base Salary, if any, may occur from time to time in the Company's sole discretion. Such changes to Executive's Base Salary will depend upon a number of factors, including but not limited to Executive's performance, the Company's financial performance, and the general economic en...vironment. (b) The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried employees and shall be subject to all required withholding taxes, FICA and FUTA contributions and similar deductions. 4.2 Annual Cash Bonus. Executive shall be eligible for an annual, discretionary cash bonus (the "Cash Bonus"), with a target Cash Bonus amount equal to fifty percent (50%) of Executive's Base Salary (the "Target Cash Bonus"), subject to the satisfaction of performance criteria set by the Board within the first quarter of each fiscal year. Any such Cash Bonus for calendar year 2017 shall be prorated based on the date of commencement of Executive's employment. Cash Bonuses are not guaranteed and are granted in the Company's sole discretion, with the amount variable, based on individual and Company performance, and/or will be calculated in accordance with an applicable short-term incentive program, should the Company, in its discretion, adopt such a program in regards to Executive, in the event of which vesting and participation will be governed by and subject to the applicable plan documentation. The Cash Bonus, if any, shall be paid to Executive in the calendar year following the year of performance, as soon as reasonably practicable following the issuance of the audited financial statements, and shall only be paid to the extent the same is earned, subject to Executive's continued employment on such payment date (except as otherwise provided in Section 6). To the extent any management or advisory fees are payable to any shareholder(s), such fees shall be excluded for the purpose of determining whether the Company's financial performance criteria were satisfied in determining the amount, if any, of Executive's Annual Cash Bonus. 4.3 Equity Incentive Plan. Executive shall be eligible to participate in the equity incentive plan for management employees of Holdings or one of its parent entities (the "Management Equity Incentive Plan") and will receive a grant of 5,000 Options, as determined by the Board or the board of such parent entity, as applicable, in its sole discretion. 2 4.4 Vacation. Executive shall be entitled to four (4) weeks of annual paid vacation days, which shall accrue and be useable by Executive in accordance with Company policy, as may be in effect from time to time. 4.5 Benefits. During Executive's employment with the Company, Executive shall be entitled to participate in any benefit plans, including medical, disability and life insurance (but excluding any severance or bonus plans unless specifically referenced in this Agreement) offered by Holdings, the Company or their subsidiaries, as in effect from time to time (collectively, "Benefit Plans"), on the same basis as those generally made available to other senior employees of the Company and its subsidiaries, to the extent Executive may be eligible to do so under the terms of any such Benefit Plan. Executive understands that any such Benefit Plans may be terminated or amended from time to time by the Company in its sole discretion. View More

Compensation. Subject to the terms and conditions of this Employment Agreement, during the Employment Period, the Executive shall be compensated by the Company for his services as follows: (a) Base Salary. The Executive shall receive, for each 12-consecutive month period beginning on the Commencement Date and each anniversary thereof, a rate of salary that is not less than $250,000 per year, based on a five-day work week, payable in substantially equal monthly or more frequent installments and subject to norm...al tax withholding (the "Base Salary"). (b) Bonus. The Executive shall receive an annual bonus based on the Company's performance and the Executive having achieved performance benchmarks that shall be set jointly by the Board of Directors and the Executive. The bonus is based on the trailing three-year performance of the Company. The bonus is calculated as a percentage of the Executive's Base Salary. The Executive must be in service for three consecutive years to earn the maximum bonus percentage. The bonus can be paid in the form of either cash or restricted stock at the discretion of the Board of Directors. Key determinants of the annual bonus are as follows to be considered equally by the Board of Directors. (i) Year 1 (October 1, 2019 through October 1, 2020) a target percentage of 15% of the Executive Base Salary. (ii) Year 2 (October 1, 2020 through October 1, 2021) a target bonus percentage of 25% of the Executive Base Salary. (iii) Year 3 (October 1, 2022 through October 1, 2023) a target bonus percentage of 35% of the Executive Base Salary. (iv) In determining the Executive's annual bonus, the Board will consider the trailing three-year growth in HCS sales (with a median expected range of 8% per annum) as well as the operating profitability of HCS on a trailing three-year basis (with a median expected range of 5.5%). With these guidelines, together with the Board's evaluation of the performance of Novation as a whole enterprise, the Board of Directors will have broad discretion in granting the Executive an annual bonus based on these targeted percentages of Executive's Base Salary. (c) Benefits. The Executive shall be a participant in eligible group medical, dental and 401(k) plans maintained by the Company on substantially the same terms and conditions as other executives of the Company. (d) Perquisites. The Executive shall also be entitled to receive the following perquisites: (i) Six weeks of vacation during each year of the Employment Period (ii) any other benefits and perquisites on substantially the same terms and conditions as may be awarded to the employees of the Company from time to time. (e) Travel and Entertainment. The Executive shall be reimbursed by the Company for all reasonable business, promotional, travel and entertainment expenses incurred or paid by the Executive during the Employment Period in the performance of his services under this Employment Agreement in accordance with the Company's reimbursement policy and to the extent that such expenses do not exceed the amounts allocable for such expenses in budgets that are approved from time to time by the Company. In order that the Company reimburse the Executive for such allowable expenses, the Executive shall furnish to the Company, in a timely fashion, the appropriate documentation required by the Internal Revenue Code in connection with such expenses and shall furnish such other documentation and accounting as the Company may from time to time reasonably request. View More

Compensation. During the Term: (a) As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary ("Base Salary") of One Million Dollars ($1,000,000) per year payable in equal installments in accordance with the Company's payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from ...time to time, based upon his performance, subject to approval of the Company. (b) In addition to Base Salary, Executive will have an opportunity to earn a bonus each year, as determined by the Company, with a target annual bonus equal to 160% of Executive's Base Salary (the "Target Bonus") and a maximum annual bonus of 320% of Executive's Base Salary with respect to any calendar year, with such bonus payable at such time that other similar payments are made to other Company executives but in no event later than March 15 of the year following the year with respect to which such bonus was payable, unless the bonus amounts to be paid cannot be confirmed and paid on or before March 15, in which event the bonuses will be paid within 15 days after the bonus amounts have been confirmed by the Company. Executive may receive increases in his Target Bonus from time to time, based upon his performance, subject to approval of the Board. For purposes of clarification, annual executive bonuses are payable on or before March 15 of the year following the year with respect to which such bonuses are payable, if Executive remains employed with the Company through such date or as otherwise payable under Section 11 of this Agreement. Notwithstanding the above, the 2020 bonus will be paid at the same time that similar payments are made to other Company executives if Executive remains employed through the end of the Term. The performance requirements for Target Bonuses will be based on financial and other objective targets that the Board or the Human Resources and Compensation Committee of the Board (the "Compensation Committee") believes are reasonably attainable at the time that they are set. (c) Executive shall be eligible to participate in and receive future grants under any CNO stock or equity-based program offered to senior executives, subject to the discretion of the Board or the Compensation Committee. 2 6. Additional Benefits. During the Term: (a) Executive shall be entitled to participate in such existing executive benefit plans and insurance programs offered by the Company, or which it may adopt from time to time, for its executive management or supervisory personnel generally, in accordance with the eligibility requirements for participation therein. Nothing herein shall be construed so as to prevent the Company from modifying or terminating any executive benefit plans or programs, or executive fringe benefits, that it may adopt from time to time. (b) Executive shall be entitled to vacation in accordance with the Company's vacation policy for executive officers. (c) Executive may incur reasonable expenses for promoting the Company's business, including expenses for entertainment, travel, lodging and similar items. The Company shall reimburse Executive for all such reasonable expenses upon Executive's periodic presentation of an itemized account of such expenditures in accordance with the Company's policies and procedures and Section 21 hereof; provided, however, that any such reimbursement will be made no later than March 15 of the year following the year in which the expense was incurred. The Company agrees to pay Executive an additional amount to cover the incremental additional income taxes incurred by Executive, if any, with respect to payment or reimbursement of any reasonable business expenses pursuant to this subsection (c); provided, however, that any such payment will be made no later than March 15 of the year following the year in which the income tax was incurred. (d) Executive shall be permitted to make elective contributions to any Company-sponsored, non-qualified deferred compensation plan in accordance with the terms of such plan. View More

Compensation. (a) Base Salary. The Company shall pay Executive a minimum annual salary of four hundred thousand dollars ($400,000), or in the event of any portion of a year, a pro rata daily amount of such annual salary. Executive's salary will be payable as earned in accordance with the Company's customary payroll practice and subject to tax withholdings as applicable and required by law. Executive shall also be annually reviewed and eligible for merit increases as warranted by performance. Merit increases s...hall be based on Executive's base salary and subsequent performance review(s), beginning December 31, 2020 and each year thereafter while Executive is employed by the Company. (b) Annual Bonus. Executive shall be eligible each fiscal year to receive cash bonus compensation based upon attaining specific qualitative and/or quantitative goals as assigned by the Board of Directors with consideration of any special situations in which the Executive may have demonstrated exemplary performance. The target value of such annual cash bonus awards shall be 100% of the then prevailing Base Salary (the "Annual Bonus"). For the period beginning on the Hire Date and ending on December 31, 2019 (the last day of the Company's 2019 fiscal year), the Executive shall be eligible to receive a prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire calendar year multiplied by a fraction, the numerator of which is equal to the number of days (including weekends and holidays) that the Executive was employed in the applicable fiscal year and the denominator of which is equal to the total number of days in such year.) The Annual Bonus shall be deemed to have been earned by, and payable to the Executive as of the date of the Board of Directors' determination of the amount of the Annual Bonus, regardless of whether Executive is still employed on the payment date. (c) Equity Compensation. The Company shall provide Executive with a restricted stock unit award (RSU) that will be subject to the terms and conditions of the Iradimed Restricted Stock Unit Agreement executed by Executive and Company (the "RSU Grant"). The RSU Grant will be awarded on the Hire Date, having a - 2 - CONFIDENTIAL value of $2,000,000, with the number of shares determined by the price of Iradimed Common Stock at the Nasdaq market closing price the trading day preceding the day of RSU Grant. The RSU Grant will vest over four years in annual installments, each equal to 25% of the RSU Grant, with the first installment vesting twelve (12) months from the Hire Date, and the second, third and fourth installments vesting respectively 24, 36 and 48 months from the Hire Date. Additionally, Executive shall receive an option to purchase 50,000 shares of the Iradimed Common Stock that will be subject to the terms, conditions, and vesting schedule of the Iradimed Stock Option Agreement executed by Executive and Company effective on the Hire Date. (d) Annual Equity Bonus. Beginning in the first full calendar year of employment (2020), future equity compensation shall be annually awarded as an RSU grant having a targeted value of $500,000 which may be increased or decreased subject to Executive's performance against goals as set by the Board of Directors with the number of shares determined in a like manner to that indicated in 6(c) (the "Equity Bonus"). (e) Benefits. Executive will be eligible to participate in Iradimed employee benefit plans that apply to all employees generally, including without limitation, health and dental insurance programs, 401(k) plan, and four weeks (twenty work days) annually of paid personal leave (vacation). (f) Relocation Assistance. As Executive shall relocate from Minnesota, Iradimed shall pay, or reimburse Executive for all reasonable relocation expenses incurred by the Executive relating to her relocation to Florida, as set forth in the accompanying letter agreement. (g) Expenses. The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time. View More

Compensation. Base Salary. Starting on the Effective Date, your annual base salary rate will be $350,000, less payroll deductions and all required withholdings and subject to review and adjustment by the Company in its sole discretion ("Base Salary"). You will be paid in accordance with the Company's standard payroll practices, currently semi-monthly. Because your position is classified as exempt, you will not be eligible for overtime premiums. Bonus. You will continue to be eligible to earn an annual perform...ance bonus targeted at 40% (the "Target Amount") of your then-current base salary ("Annual Bonus"). The Annual Bonus will be based upon the assessment by the Parent's Board of Directors (the "Board"), or any authorized committee thereof, in its sole discretion, of both your performance and the Company's performance. The Board, or any authorized committee thereof, may, in its sole discretion, approve an Annual Bonus in an amount in excess of the Target Amount. The Annual Bonus, if any, will be subject to applicable payroll deductions and withholdings. Following the close of each calendar year, the Company and the Board (or any authorized committee thereof) will determine whether you have earned the Annual Bonus, and the amount of any Annual Bonus. No amount of the Annual Bonus is guaranteed, and you must be an employee in good standing on the Annual Bonus payment date to be eligible to receive an Annual Bonus. Your eligibility for an Annual Bonus is subject to change in the discretion of the Company or the Board (or any authorized committee thereof). Expense Reimbursement. The Company shall reimburse you for all customary and appropriate business-related expenses actually incurred and documented in accordance with Company policy, as in effect from time to time. For the avoidance of doubt, to the extent that any reimbursements payable to you are subject to the provisions of Section 409A of the Code: (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. View More