Grouped Into 338 Collections of Similar Clauses From Business Contracts
This page contains Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation. (a) Base Salary. Executive's annual base salary will initially be $250,000 per year, payable in accordance with the Company's normal payroll procedures, less all applicable withholdings and deductions. On the first anniversary of the Effective Date and on each anniversary thereafter, the then-current base salary shall be increased by ten-percent (10%). The base salary, as increased in accordance with this Section 3(a), will thereinafter be referred to as the "Base Salary." 1 (b) Bonus. Executive... will be eligible to receive an annual bonus, with a target bonus opportunity equal to fifty-percent (50%) of Executive's then-current base salary, based upon the Company's achievement of performance and management objectives as set and approved by the Board in consultation with the Executive. The annual bonus shall be paid on or before February 15th of the year following the year in which the bonus is earned. Executive must be employed by the Company on the date of payment in order to earn and receive any annual bonus, unless Executive is terminated without Cause or resigns with Good Reason. (c) Equity Award. The Company will grant to Executive, as of the Start Date, equity awards of the Company in an amount to be recommended by the CEO and approved by the Board. The equity awards will vest ratably on a monthly basis over 36 months, beginning on the last day of the month of the date of grant; provided however, that the equity awards will vest immediately upon Executive's death or disability (as defined in section 4(b)), termination without Cause or a termination by the Executive for Good Reason, a change in control of the Company (as defined in the Company's equity incentive plan or agreement) or upon a sale of the Company. Such equity award shall be subject to such other provisions to be set forth in Company's equity incentive plan established and a grant agreement to be entered into between Executive and the Company, which grant agreement shall be no less favorable than that for other senior executives and directors of the Company. (d) Benefits. Executive will be eligible to participate in the benefits offered by the Company, including, without limitation, any health insurance, retirement, and fringe benefits offered by the Company, in accordance with the applicable terms of the benefit program, plan, or arrangement. (e) Office. The Company shall provide the Executive with office space located in New York City.View More
Compensation. (a) Base Salary. Executive's annual base salary will initially be $250,000 $500,000 per year, payable in accordance with the Company's normal payroll procedures, less all applicable withholdings and deductions. On the first anniversary of the Effective Date and on each anniversary thereafter, the then-current base salary shall be increased by ten-percent (10%). The base salary, as increased in accordance with this Section 3(a), will thereinafter be referred to as the "Base Salary." 1 (b) Bonus. ...Executive will be eligible to receive an annual bonus, with a target bonus opportunity equal to fifty-percent (50%) of Executive's then-current base salary, based upon the Company's achievement of performance and management objectives as set and approved by the Board in consultation with the Executive. The annual bonus shall be paid on or before February 15th of the year following the year in which the bonus is earned. Executive must be employed by the Company on the date of payment in order to earn and receive any annual bonus, unless Executive is terminated without Cause or resigns with Good Reason. (c) Equity Award. The Company shall establish, as of immediately following the closing of the transactions contemplated by the Combination Agreement, an equity incentive pool in an amount equal to 15% of the Company's outstanding common stock, on a fully-diluted basis, for purposes of granting equity awards to directors, executive officers, employees and consultants of the Company. A minimum of one quarter of such equity incentive pool will grant be granted to Executive, Executive as of the Start Date, closing. The remainder of such equity awards incentive pool shall be allocated by the Board to other directors, executive officers, employees and consultants of the Company in an amount to be recommended by the CEO and approved by the Board. based on recommendations of Executive. The equity awards granted to Executive as of the closing date will vest ratably on a monthly basis over 36 months, beginning on the last day of the month of the date of grant; provided however, that the equity awards will vest immediately upon Executive's death or disability (as defined in section 4(b)), termination without Cause or a termination by the Executive for Good Reason, a change in control of the Company (as defined in the Company's equity incentive plan or agreement) or upon a sale of the Company. Such equity award awards shall be subject to such other provisions to be set forth in Company's equity incentive plan established and a the applicable grant agreement agreement(s) to be entered into between Executive and the Company, which grant agreement shall be no less favorable than that for other senior executives and directors of the Company. (d) Benefits. Executive will be eligible to participate in the benefits offered by the Company, including, without limitation, any health insurance, retirement, and fringe benefits offered by the Company, in accordance with the applicable terms of the benefit program, plan, or arrangement. (e) Office. The Company shall provide the Executive and her executive team with office space located in New York City. View More
Compensation. (a) Base Salary. During the Employment Term, beginning on the Effective Date, the Company will pay Executive as compensation for his services a base salary of $400,000 per annum (the "Base Salary"). The Base Salary will be paid in regular installments in accordance with the Company's normal payroll practices (subject to required withholding). The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay ...period. The Board will review the Executive's performance, generally on an annual basis, with increases, if any, to the Base Salary, as determined by the Board in its sole discretion. (b) Bonuses. Executive will be eligible to receive an annual incentive bonus for each calendar year, beginning with calendar year 2019, targeted at 50% of the prevailing Base Salary, based upon goals and objectives approved by the Board, each as determined by the Board in its sole discretion. When applicable, the Company shall pay all annual incentive bonuses for periods after the Effective Date referred to in this Agreement at the same time as bonuses are normally paid to senior management, but no later than the 15th day of January in the following calendar year.View More
Compensation. (a) Base Salary. During the Employment Term, beginning on the Effective Date, the Company will pay Executive as compensation for his her services a base salary of $400,000 $430,000 per annum (the "Base Salary"). The Base Salary will be paid in regular installments in accordance with the Company's normal payroll practices (subject to required withholding). The first and last payment will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working ...day of a pay period. The Board will review the Executive's performance, generally on an annual basis, with increases, if any, to the Base Salary, as determined by the Board in its sole discretion. (b) Bonuses. Executive will be eligible to receive an annual incentive bonus for each calendar year, beginning with calendar year 2019, 2023, targeted at 50% 40% of the prevailing Base Salary, Salary (the "Target Bonus"). The bonus periods and related performance metrics will be determined in advance of each bonus period by the Board or its Compensation Committee, based upon goals and objectives approved by the Board, Board or its Compensation Committee with input from Executive, each as determined by the Board or the Compensation Committee in its sole discretion. When applicable, the Company shall pay all annual incentive bonuses for periods after the Effective Date referred to in this Agreement at the same time as bonuses are normally paid to senior management, but no later than the 15th day of January in the following calendar year.View More
Compensation. (a)Base Salary. During the Term, the Executive will receive an annual base salary of $400,000. The Board will review the Executive's base salary annually and, in its discretion, may recommend increases, but not decreases, to the amount of such base salary based upon procedures of the Employer that determine adjustments for other executives of the Employer. The initial annual base salary, together with any increases, shall be the Executive's annual base salary ("Base Salary"). The Base Salary wil...l be payable in accordance with the Employer's regular payroll payment practices. (b)Annual Cash Incentive. Each calendar year during the Term, the Executive will be eligible for a cash incentive payment, with an annual target equal to $600,000. Such annual cash incentive payment shall be determined, based upon the Executive's satisfaction of goals and objectives established by the Board in advance, in consultation with the Executive for the relevant calendar year. Notwithstanding any provision contained herein, for the period beginning on the Effective Date and ending on December 31, 2019, the Executive shall receive a minimum cash incentive payment hereunder equal to (A) the target amount noted above, multiplied by (B) a 2 fraction, the numerator of which is the number of days remaining in the calendar year on and after the Effective Date and the denominator of which is 365. Any payments to be made pursuant to this Section 3(b) will be made to the Executive in cash no later than March 15th of the calendar year following the calendar year for which such cash incentive is payable and shall be subject to the Employer's Compensation Recoupment and Restitution Policy. (c)Annual Equity Incentive. Each calendar year during the Term, the Executive will be eligible for an incentive equity award, with an annual target fair market value equal to $1,150,000. Payment of such annual equity incentive award will be determined, based upon the Executive's satisfaction of goals and objectives established by the Board in consultation with the Executive. Notwithstanding any provision contained herein, for the period beginning on the Effective Date and ending on December 31, 2019, the Executive shall receive an incentive equity award with a minimum value equal to (A) the annual target value noted above, multiplied by (B) a fraction, the numerator of which is the number of days remaining in the 2019 calendar year on and after the Effective Date and the denominator or which is 365. Any portion of the annual equity incentive award that vests and is payable pursuant to this Section 3(c) will be paid to the Executive no later than March 15th of the calendar year following the calendar year for which such annual equity incentive award is payable and shall be subject to the Employer's 5-year sale restriction and its Compensation Recoupment and Restitution Policy. (d)Initial Cash Award. Within 30 days following the date of this Agreement, the Employer shall pay the Executive a single lump sum amount equal to $1,000,000. In addition, in the event that the Employer should terminate the Executive's employment for Cause pursuant to the provisions of Section 5(c) hereof, or if the Executive should terminate her employment without Good Reason pursuant to the provisions of Section 5(e) hereof, in either case prior to the second anniversary of the Effective Date, the Executive shall repay a prorated amount of the initial cash award described in this Section 3(d). The prorated amount to be repaid, if any, shall be equal to the initial cash award described in this Section 3(d), multiplied by a fraction, the numerator of which is 730 minus the number of days remaining until the second anniversary of the Effective Date and the denominator of which is 730. (e)Initial Equity Award. Within 30 days following the Effective Date, the Employer shall grant to the Executive an initial award of restricted stock (the "Initial Equity Award"), for shares of the Employer's common stock with a fair market value equal to $3,000,000 on such date of grant. Such equity award will be subject to a 5-year cliff vesting schedule (and with full vesting upon a Change in Control, and as described in Section 6(a)(vi) hereof), shall provide for current payment of all cash dividends payable on its underlying common stock, and shall otherwise be subject to such other terms and conditions to be included in the applicable award agreement, the form of which is included as Exhibit A to this Agreement. 3 (f)Additional Long-Term Incentive Awards. The Executive will participate in all annual long-term incentive arrangements made available by the Employer to other senior executives, at levels commensurate with the Executive's position and performance, on terms and conditions no less favorable than those provided to other senior executives generally.View More
Compensation. (a)Base (a) Base Salary. During the Term, the Executive will receive an annual base salary of $400,000. of$400,000. The Board will review the Executive's base salary annually and, in its discretion, may recommend increases, but not decreases, to the amount of such base salary based upon procedures of the Employer that determine adjustments for other executives of the Employer. The initial annual base salary, together with any increases, shall be the Executive's annual base salary ("Base Salary").... The Base Salary will be payable in accordance with the Employer's regular payroll payment practices. (b)Annual Cash Incentive. (b) Annual Incentive Award. Each calendar year during the Term, the Executive will be eligible for a cash an incentive payment, award with an annual target fair market value equal to $1,750,000, subject to the sole discretion of the Board ("Incentive Award"). Notwithstanding the foregoing, in each calendar year, the Executive shall be entitled to receive a minimum Incentive Award of at least $600,000. Such The Board in its discretion may determine whether to pay any such Incentive Award in cash, vested shares of Employer stock, or any combination thereof, except that at least 40% of any Incentive Award must be paid in cash. Receipt of any such annual cash incentive payment Incentive Award shall be determined, based upon upon: (i) the Executive's satisfaction of goals and objectives 2 established by the Board in advance, in consultation with the Executive for the relevant calendar year. Notwithstanding any provision contained herein, for year, (ii) the period beginning on Employer's performance during the Effective Date relevant calendar year, and ending on December 31, 2019, (iii) the Executive shall receive a minimum cash incentive payment hereunder equal to (A) meeting employee eligibility requirements under the target amount noted above, multiplied by (B) a 2 fraction, the numerator of which is the number of days remaining in the calendar year on Diamond Hill Investment Group, Inc. Equity and after the Effective Date and the denominator of which is 365. Cash Incentive Plan ("Plan"). Any payments or stock issuance to be made pursuant to this Section 3(b) will be made to the Executive in cash no later than March 15th of the calendar year following the calendar year for which such cash incentive Incentive Award is payable and shall be subject to the Employer's Compensation Recoupment and Restitution Policy. (c)Annual The Employer may prorate any such Incentive Award where appropriate. (c) Annual Long-Term Incentive Equity Incentive. Award. Each calendar year during the Term, Term the Executive will be eligible for an a long-term incentive equity award, award with an annual target fair market value equal to: (i) $600,000 for each calendar year prior to $1,150,000. Payment the full vesting of the initial five-year cliff-vested award of restricted stock granted to Executive under the Initial Agreement (the "Initial Equity Award"), and (ii) $1,200,000 for each calendar year following the full vesting of the Initial Equity Award, subject to the sole discretion of the Board ("LTI Award"). Receipt of such annual equity incentive award will LTI Award shall be determined, based upon the Executive's satisfaction of goals and objectives established by the Board in consultation with the Executive. Notwithstanding any provision contained herein, Executive for the period beginning on relevant calendar year, and shall be governed by the Effective Date and ending on December 31, 2019, the Executive shall receive an incentive equity award with a minimum value equal to (A) the annual target value noted above, multiplied by (B) a fraction, the numerator of which is the number of days remaining in the 2019 calendar year on and after the Effective Date and the denominator or which is 365. Any portion terms of the annual equity incentive award that vests and is payable Plan. Any stock grant to be made in connection with an LTI Award pursuant to this Section 3(c) will be paid made to the Executive no later than March 15th April 1st of the calendar year following the calendar year for which such annual equity incentive award LTI Award is payable awarded and shall be subject to vest annually over the Employer's 5-year sale restriction and its next three-year period on a pro-rata basis. (d) Additional Compensation Recoupment and Restitution Policy. (d)Initial Cash Award. Within 30 days following the date of this Agreement, the Employer shall pay the Executive a single lump sum amount equal to $1,000,000. In addition, in the event that the Employer should terminate the Executive's employment for Cause pursuant to the provisions of Section 5(c) hereof, or if the Executive should terminate her employment without Good Reason pursuant to the provisions of Section 5(e) hereof, in either case prior to the second anniversary of the Effective Date, the Executive shall repay a prorated amount of the initial cash award described in this Section 3(d). The prorated amount to be repaid, if any, shall be equal to the initial cash award described in this Section 3(d), multiplied by a fraction, the numerator of which is 730 minus the number of days remaining until the second anniversary of the Effective Date and the denominator of which is 730. (e)Initial Equity Award. Within 30 days following the Effective Date, the Employer shall grant to the Executive an initial award of restricted stock (the "Initial Equity Award"), for shares of the Employer's common stock with a fair market value equal to $3,000,000 on such date of grant. Such equity award will be subject to a 5-year cliff vesting schedule (and with full vesting upon a Change in Control, and as described in Section 6(a)(vi) hereof), shall provide for current payment of all cash dividends payable on its underlying common stock, and shall otherwise be subject to such other terms and conditions to be included in the applicable award agreement, the form of which is included as Exhibit A to this Agreement. 3 (f)Additional Long-Term Incentive Plan Awards. The Executive will be eligible to participate in all annual long-term incentive arrangements other compensation plans and receive any applicable awards thereunder, which are made available by the Employer to other senior executives, at levels commensurate with the Executive's position and performance, on terms and conditions no less favorable than those provided to other senior executives generally. View More
Compensation. (a) Base Salary. The Company shall pay Executive an annual base salary in the amount as determined and recommended to the Board by the CEO and approved by the Board (the "Base Salary"), subject to standard payroll deductions and withholdings, and payable in accordance with the Company's normal payroll practices. Notwithstanding the foregoing, the Base Salary may be reduced at the Company's discretion as part of a company-wide austerity measure or a compliance initiative that applies uniformly to... all senior executives. (b) Incentive Compensation. In addition to the Base Salary, Executive shall be eligible to participate in the management incentive plans adopted by the Company from time to time in the amounts and at the times determined by the CEO and approved by the Compensation Committee. Any stock options or other equity awards that Executive has previously been granted by the Company shall continue to be governed in all respects by the terms of their applicable grant agreements, grant notices and plan documents. (c) Additional Benefits. In addition to the Base Salary payable to Executive hereunder, Executive shall be entitled to the following benefits: (i) Except as specifically provided herein, all benefits to which all other executive officers of the Company generally are entitled as determined by the Board, on terms comparable thereto, including but not limited to, participation in any and all 401(k) plans, bonus and incentive payment programs, group life insurance policies and plans, medical, health, dental and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its executive officers, and which participation shall be governed in all respects by the terms of the applicable benefit plan documents. (ii) During Executive's employment with the Company, Executive shall be entitled to paid vacation time in accordance with the Company's normal and customary policies and procedures now in force or as such policies and procedures may be modified with respect to senior executive officers of the Company. (iii) The Company shall reimburse Executive for all reasonable out-of-pocket business expenses incurred by him in the course of performing his duties under this Agreement, which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses pursuant to Company policy. (d) Withholding and Taxes. All of Executive's compensation shall be subject to customary federal and state withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company. 2 4. Term. The initial term of this Agreement shall be for a period beginning on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (the "Initial Term") or, if earlier, the termination date of Executive's employment in accordance with the provisions set forth in this Agreement. At the expiration (but not earlier termination) of the Initial Term, and any subsequent Renewal Term (as defined below), the term of this Agreement shall automatically renew for additional periods of one (1) year (each, a "Renewal Term"), unless Executive's employment has earlier terminated or either party hereto has given the other party written notice of non-renewal at least one hundred and eighty (180) days prior to the expiration date of the Initial Term or the Renewal Term, as applicable. In the event that either party has given written notice of non-renewal and Executive's employment with the Company continues after the expiration of the applicable Initial Term or Renewal Term, such post-expiration employment shall be "at-will", this Agreement remains terminated in accordance with its terms, and either party may terminate such employment with or without notice and for any reason or no reason.View More
Compensation. (a) Base Salary. The Company shall pay Executive an annual base salary in the amount as determined and recommended to the Board by the CEO and approved by the Compensation Committee of the Board (the "Base Salary"), subject to standard payroll deductions and withholdings, and payable in accordance with the Company's normal payroll practices. Notwithstanding the foregoing, the Base Salary may be reduced at the Company's discretion as part of a company-wide austerity measure or a compliance initia...tive that applies uniformly to all senior executives. (b) Incentive Compensation. In addition to the Base Salary, Executive shall be eligible to participate in the management incentive plans adopted by the Company from time to time in the amounts and at the times determined by the CEO and approved by the Compensation Committee. Any stock options or other equity awards that Executive has previously been granted by the Company shall continue to be governed in all respects by the terms of their applicable grant agreements, grant notices and plan documents. (c) Additional Benefits. In addition to the Base Salary payable to Executive hereunder, Executive shall be entitled to the following benefits: (i) Except as specifically provided herein, all benefits to which all other executive officers of the Company generally are entitled as determined by the Board, on terms comparable thereto, including but not limited to, participation in any and all 401(k) plans, bonus and incentive payment programs, group life insurance policies and plans, medical, health, dental and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its executive officers, and which participation shall be governed in all respects by the terms of the applicable benefit plan documents. (ii) During Executive's employment with the Company, Executive shall be entitled to paid vacation time in accordance with the Company's normal and customary policies and procedures now in force or as such policies and procedures may be modified with respect to senior executive officers of the Company. (iii) The Company shall reimburse Executive for all reasonable out-of-pocket business expenses incurred by him in the course of performing his duties under this Agreement, which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses pursuant to Company policy. 2 (d) Withholding and Taxes. All of Executive's compensation shall be subject to customary federal and state withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company. 2 4. Term. The initial term of this Agreement shall be for a period beginning on the Effective Date and ending on the third (3rd) anniversary of the Effective Date (the "Initial Term") or, if earlier, the termination date of Executive's employment in accordance with the provisions set forth in this Agreement. At the expiration (but not earlier termination) of the Initial Term, and any subsequent Renewal Term (as defined below), the term of this Agreement shall automatically renew for additional periods of one (1) year (each, a "Renewal Term"), unless Executive's employment has earlier terminated or either party hereto has given the other party written notice of non-renewal at least one hundred and eighty (180) days prior to the expiration date of the Initial Term or the Renewal Term, as applicable. In the event that either party has given written notice of non-renewal and Executive's employment with the Company continues after the expiration of the applicable Initial Term or Renewal Term, such post-expiration employment shall be "at-will", this Agreement remains terminated in accordance with its terms, and either party may terminate such employment with or without notice and for any reason or no reason.View More
Compensation. Base Salary. During the Initial Period, Employee will receive an annualized base salary of $300,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Thereafter, the Employee's base salary shall be subject to adjustment with cost-of-living adjustments that apply to all Company employee salaries form time to time, and subject to other adjustment by the Board at any time as the Board deems appropriate. Bonus. In each cal...endar year during the term of this Agreement, beginning in calendar year 2020, Employee shall be eligible to receive an annual incentive bonus determined annually at the discretion of the Board, subject to the attainment of certain Board objectives. Any payments made under this Section 4(b) shall be paid within 3 1/2 months of the end of the bonus period, provided that Employee was employed by the Company on the last day of the bonus period. Restricted Stock. The Employee will receive 17,668 shares of the Company's common stock (valued at $100,000 based on the closing price of the shares on the date hereof) issued pursuant to the 2019 Equity Incentive Plan (the "Plan") and a Restricted Stock Agreement dated the date hereof between the Company and Employee. Directors & Officers Insurance. While employed by Company, Employee shall be considered an officer of Company and shall be covered by D&O Insurance, or any other similar type of insurance, that provides coverage for Employee's acts or omissions undertaken during the course and scope of Employee's employment and maintain coverage for Employee for at least three (3) years following Employee's employment.View More
Compensation. Base Salary. During the Initial Period, Employee will receive an annualized base salary of $300,000 $500,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Thereafter, the Employee's base salary shall be subject to adjustment with cost-of-living adjustments that apply to all Company employee salaries form time to time, and subject to other adjustment by the Board at any time as the Board deems appropriate. Bonus. In... each calendar year during the term of this Agreement, beginning in calendar year 2020, Employee shall be eligible to receive an annual incentive bonus of up to 60% of Employee's annual salary, determined annually at the discretion of the Board, subject to the attainment of certain Board objectives. Any payments made under this Section 4(b) shall be paid within 3 1/2 2 months of the end of the bonus period, provided that Employee was employed by the Company on the last day of the bonus period. Employee shall further receive a bonus payable on or about the Effective Date of $200,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Restricted Stock. The Employee will receive 17,668 80,000 shares of the Company's common stock (valued at $100,000 based on the closing price of the shares on the date hereof) issued pursuant to the 2019 Equity Incentive Plan (the "Plan") and a Restricted Stock Agreement dated the date hereof Effective Date between the Company and Employee. 2 d. Options. The Employee will receive options to purchase 200,000 shares of the Company's common stock issued pursuant to the Plan and an Option Agreement dated the Effective Date between the Company and Employee. Directors & Officers and Malpractice Insurance. While employed by Company, Employee shall be considered an officer of Company and shall be covered by D&O Insurance, Insurance and legal malpractice insurance, or any other similar type of insurance, that provides coverage for Employee's acts or omissions undertaken during the course and scope of Employee's employment and employment. The Company shall maintain coverage for Employee for at least three (3) five years following Employee's employment. View More
Compensation. (a) Base Compensation. During the Term, the Company agrees to pay Executive a base salary at the rate of $242,999.90 per year payable in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time to time (the "Base Salary"). All payments required hereunder, including the payments required by this Section 4(a), may be allocated by the Company to one or more of its subsidiaries to which Executive renders services but... the Company shall remain responsible for all payments hereunder and Executive shall have no obligation to seek payment from such subsidiaries. (b) Periodic Review. The Compensation Committee or the Board of Directors of the Company shall review Executive's Base Salary and Benefits (as defined below) from time to time in accordance with the normal business practices of the Company. The Company may in its sole discretion increase the Base Salary during the Term. The amount of any increase combined with the previous year's Base Salary shall then constitute Executive's Base Salary for purposes of this Agreement. (c) Additional Benefits. During the Term, the Executive shall be entitled to participate in the employee benefit plans and arrangements as the Company may establish from time to time in which other employees similarly situated are entitled to participate (which may include, without limitation, bonus plan(s), medical plan, dental plan, disability plan, basic life insurance and business travel accident insurance plan, 401(k) plan, stock option or stock purchase plans or any successor plans thereto (the "Benefits")). The Company shall have the right to terminate or change any such plans or programs at any time. (d) Automobile Allowance. During the Term of this Agreement, the Company shall provide the Executive with an automobile allowance or company car consistent with the Company's policies and provisions applicable to other similarly situated executives of the Company. (e) Vacation. During the Term of this Agreement, Executive shall be entitled to four (4) weeks' paid vacation per calendar year, which shall not be transferable to any subsequent year.View More
Compensation. (a) Base Compensation. During the Term, the Company agrees to pay Executive a base salary at the rate of $242,999.90 $428,926 per year payable in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time to time (the "Base Salary"). All payments required hereunder, including the payments required by this Section 4(a), may be allocated by the Company to one or more of its subsidiaries to which Executive renders ser...vices but the Company shall remain responsible for all payments hereunder and Executive shall have no obligation to seek payment from such subsidiaries. (b) Periodic Review. The Compensation Committee or the Board of Directors of the Company Photronics shall review Executive's Base Salary and Benefits (as defined below) from time to time in accordance with the normal business practices of the Company. The Company Photronics. Photronics may in its sole discretion increase the Base Salary during the Term. The amount of any increase combined with the previous year's Base Salary shall then constitute Executive's Base Salary for purposes of this Agreement. (c) Additional Benefits. During the Term, the Executive shall be entitled to participate in the employee benefit plans and compensation arrangements as Photronics or the Company may establish from time to time in which other employees similarly situated are entitled to participate (which may include, without limitation, bonus plan(s), the 2011 Executive Incentive Plan or any similar or subsequent plan, medical plan, dental plan, disability plan, basic life insurance and business travel accident insurance plan, 401(k) plan, stock option or stock purchase plans or any successor plans thereto (the (collectively referred to as the "Benefits")). The Photronics or the Company shall have the right to terminate or change any such plans or programs at any time. (d) Automobile Allowance. During the Term of this Agreement, the Company shall provide the Executive with an automobile allowance or company car consistent with the Company's policies and provisions applicable to other similarly situated executives of the Company. automobile. (e) Vacation. During the Term of this Agreement, Executive shall be entitled to four (4) weeks' paid vacation per calendar year, which shall not be transferable to any subsequent year. View More
Compensation. (a) Base Salary. During the Term, the Company shall pay the Executive a base salary ("Base Salary"), at the annual rate of $750,000, which shall be paid in installments in accordance with the Company's normal payroll practices. The Executive's Base Salary shall be reviewed annually by the Board of Directors of the Company (the "Board") pursuant to the normal performance review policies and may be increased but not decreased from time to time as the Board deems appropriate. The Compensation Commi...ttee of the Board (the "Compensation Committee") may take any actions of the Board pursuant to this Agreement. Notwithstanding anything to the contrary, any amounts payable by the Company under this Agreement may be paid through the Company's direct or indirect wholly owned subsidiaries, as determined by the Company. (b) Incentive Compensation. (1) For the 2020 calendar year, the Executive shall receive a minimum annual cash bonus equal to not less than $2,400,000, which shall be paid to the Executive in January 2021 (or such other time as the Company pays its annual 2020 bonuses in 2021, but no later than March 15, 2021) (the "2020 Cash Bonus"). To earn and receive the 2020 Cash Bonus, the Executive must be employed on the date the 2020 Cash Bonus is paid. The 2020 Cash Bonus received may be greater based upon performance and other factors in accordance with the Company's compensation policies and procedures. (2) For the 2020 calendar year, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of restricted stock units ("RSUs") with a value equal to not less than $600,000 ("2020 Bonus RSUs"), covering a number of shares of common stock of the Company ("Shares") determined by dividing $600,000 by the Share Price (as defined below) as of the date of grant, rounded to the nearest whole number. The 2020 Bonus RSUs shall be granted under the Company's then current long term equity incentive plan and the Company's standard form of RSU agreement, in each case consistent with the text of this Agreement and Exhibit A. The 2020 Bonus RSUs shall be granted at the same time that 2 the Company grants its annual equity 2020 awards, which shall be no later than March 15, 2021. To receive the grant of 2020 Bonus RSUs, the Executive must be employed on the date the 2020 Bonus RSUs are granted. The 2020 Bonus RSUs granted may be greater based upon performance and other factors in accordance with the Company's compensation policies and procedures. The Compensation Committee will make all determinations with respect to the 2020 Bonus RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A. "Share Price" shall mean the closing price per Share at the close of regular hours trading on the New York Stock Exchange on the relevant date. (3) At the closing of the Internalization, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of RSUs with a value equal to $1,250,000 (the "Internalization RSUs"), covering a number of Shares determined by dividing $1,250,000 by the Share Price as of the date of grant, rounded to the nearest whole number. The Internalization RSUs shall be granted under the Company's then current long term equity incentive plan and the Company's standard form of RSU Agreement, in each case consistent with the text of this Agreement and Exhibit A. The Internalization RSUs shall be granted promptly upon the closing of the Internalization. To receive the grant of Internalization RSUs, the Executive must be employed on the date the Internalization RSUs are granted. The Compensation Committee will make all determinations with respect to the Internalization RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A.View More
Compensation. (a) Base Salary. During the Term, the Company shall pay the Executive a base salary ("Base Salary"), at the annual rate of $750,000, $1,000,000, which shall be paid in installments in accordance with the Company's normal payroll practices. The Executive's Base Salary shall be reviewed annually by the Board of Directors of the Company (the "Board") pursuant to the normal performance review policies and during the Term of this Agreement may be increased but not decreased from time to time as the B...oard deems appropriate. The Compensation Committee of the Board (the "Compensation Committee") may take any actions of the Board pursuant to this Agreement. Notwithstanding anything to the contrary, any amounts payable by the Company under this Agreement may be paid through the Company's direct or indirect wholly owned subsidiaries, as determined by the Company. (b) Incentive Compensation. Annual Bonus. (1) For the 2020 calendar year, the Executive shall receive a minimum an annual cash bonus equal to not less than $2,400,000, in the target amount of $6,750,000, which shall be paid to the Executive in January 2021 December 2020 (or such other time as the Company pays its annual 2020 bonuses in 2021, bonuses, but no later than March 15, 2021) (the "2020 Cash Bonus"). Bonus") in the form set forth in Section 2(b)(2). To earn and receive the 2020 Cash Bonus, the Executive must be employed on the date the 2020 Cash Bonus is paid. The 2020 Cash Bonus received may actually earned shall be greater in such amount as determined by the Board based upon performance and other factors in accordance with the Company's compensation policies and procedures. (2) For procedures, not to exceed 150% of the target amount of the 2020 calendar year, Bonus and not less than the Executive target amount of the 2020 Bonus. 2 (2) The 2020 Bonus shall be entitled to receive long-term incentive compensation consisting paid 80% in cash and 20% in the form of an award of restricted stock units ("RSUs") with a value equal to not less than $600,000 ("2020 (the "2020 Bonus RSUs"), covering RSUs"). The 2020 Bonus RSUs shall cover a number of shares of common stock of the Company ("Shares") determined by dividing $600,000 an amount equal to 20% of the total 2020 Bonus earned as determined by the Board by the Share Price (as defined below) as of the date of grant, rounded to the nearest whole number. The 2020 Bonus RSUs shall be granted under the Company's then current long term equity incentive plan (the "Equity Incentive Plan") and the Company's standard form of RSU agreement, in each case consistent with the text of this Agreement and Exhibit A. The 2020 Bonus RSUs shall be granted at on a date determined by the same time that 2 Board on or after the Company grants its annual equity date it determines the amount of the 2020 awards, which shall be Bonus and no later than March 15, 2021. To receive the grant of 2020 Bonus RSUs, the Executive must be employed on the date the 2020 Bonus RSUs are granted. The 2020 Bonus RSUs granted may be greater based upon performance and other factors in accordance with the Company's compensation policies and procedures. The Compensation Committee will make all determinations with respect to the 2020 Bonus RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A. "Share Price" shall mean the closing price per Share at the close of regular hours trading on the New York Stock Exchange on the relevant date. (3) (c) Long-Term Incentive Compensation. At the closing of the Internalization, the Executive shall be entitled to receive a 2020 long-term incentive compensation consisting opportunity in the target amount of $5,000,000, provided 50% in an award of RSUs with a value equal to $1,250,000 time-vesting restricted stock units (the "Internalization RSUs"), covering a "2020 LTI RSUs") and 50% in an award of performance share units (the "2020 PSUs") (collectively, the "2020 LTI Awards"). The number of Shares covering the 2020 LTI RSUs and the target number of shares covering the 2020 PSUs shall be determined by dividing $1,250,000 the applicable dollar amount by the Share Price as of the date of grant, rounded to the nearest whole number. The Internalization RSUs 2020 LTI Awards shall be granted under the Company's then current long term equity incentive plan Equity Incentive Plan and the Company's standard form of RSU Agreement and PSU Agreement, as applicable, in each case consistent with the text of this Agreement and Exhibit A. The Internalization RSUs 2020 LTI Awards shall be granted promptly upon the closing of the Internalization. To receive the grant of Internalization RSUs, awards, the Executive must be employed on the date the Internalization RSUs 2020 LTI Awards are granted. The Compensation Committee will make all determinations with respect to the Internalization RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A.View More
Compensation. 3.1 Base Salary. During the Term, the Company shall pay the Executive a base salary (the "Base Salary") at an annual rate of $400,000. The Base Salary shall be payable in regular payroll installments in accordance with the Company's payroll practices as in effect from time to time (but no less frequently than monthly). The Compensation Committee of the Board (the "Compensation Committee") shall review the Base Salary at least annually and may (but shall be under no obligation to) increase (but n...ot decrease) the Base Salary on the basis of such review. 3.2 Annual Bonus. 3.2.1 Bonus. For each calendar year during the Term (commencing with 2020), the Executive shall be eligible to participate in the Executive Incentive Plan of the Company (such plan or any successor plan thereto, together with any supplemental incentive plan or plans thereunder, the "Bonus Program") in accordance with the terms and provisions of the Bonus Program as established from time to time by the Compensation Committee and pursuant to which the Executive shall be eligible, in the discretion of the Compensation Committee, to earn an annual cash bonus (the "Annual Bonus"). Pursuant to the terms of the Bonus Program, the Executive shall be eligible to earn, for each calendar year during the Term, a target Annual Bonus of 50% of the Base Salary for such year (pro-rated for period served) (the "Target Bonus") based upon the achievement of one or more performance goals established for such year by the Compensation Committee. The Executive shall have the opportunity to make suggestions to the Compensation Committee prior to the determination of the performance goals for the Bonus Program for each performance period, but the Compensation Committee shall have final power and authority concerning the establishment of such goals. The Compensation Committee shall review the Target Bonus at least annually and may change the Target Bonus on the basis of such review. 3.2.2 Payment. The Annual Bonus, if any, for a calendar year during the Term shall be paid to the Executive by no later than March 15 of the succeeding year. 3.3 Equity Compensation. As a material inducement to the Executive's employment, on March 16, 2020 the Company shall grant to the Executive a restricted stock unit (the "RSU") to acquire, without payment of any purchase price, a number of shares of the Company's common stock ("Common Shares") equal to (a) 3.0% of the number of Common Shares issued and outstanding as of the close of business on March 13, 2020 divided by (b) 2.222, which is the most recent calculation by the Company (using a Black-Scholes option pricing model) of the ratio of (i) the value of a Common Share subject to a restricted stock unit (without purchase price) to (ii) the value of a Common Share subject to a stock option. Subject to the continued service of the Executive to the Company, one-third of the Common Shares subject to the RSU (subject to rounding) shall vest on the first, second and third anniversaries of the Effective Date, subject to acceleration in full upon the occurrence of a Change in Control (as defined in the 2019 Plan). The Executive shall also be eligible to receive additional equity awards under the 2019 Plan or future equity incentive plans, as may be determined from time to time in the discretion of the Compensation Committee.View More
Compensation. 3.1 Base Salary. During the Term, the Company shall pay the Executive a base salary (the "Base Salary") at an annual rate of $400,000. $335,000. The Base Salary shall be payable in regular payroll installments in accordance with the Company's payroll practices as in effect from time to time (but no less frequently than monthly). The Compensation Committee of the Board (the "Compensation Committee") shall review the Base Salary at least annually and may (but shall be under no obligation to) incre...ase (but not decrease) the Base Salary on the basis of such review. 3.2 Signing Bonus. The Company shall pay the Executive a cash signing bonus of $85,000 during the Term, of which $40,000 will be payable in the first payroll run following the Effective Date and $45,000 will be payable in the first payroll run in July 2022. 3.3 Annual Bonus. 3.2.1 3.3.1 Bonus. For each calendar year during the Term (commencing with 2020), 2022), the Executive shall be eligible to participate in the Executive Incentive Plan of the Company (such plan or any successor plan thereto, together with any supplemental incentive plan or plans thereunder, the "Bonus Program") in accordance with the terms and provisions of the Bonus Program as established from time to time by the Compensation Committee and pursuant to which the Executive shall be eligible, in the discretion of the Compensation Committee, to earn an annual cash bonus (the "Annual Bonus"). Pursuant to the terms of the Bonus Program, the Executive shall be eligible to earn, for each calendar year during the Term, earn a target Annual Bonus of 50% of the Base Salary for such year (pro-rated for period served) (the "Target ("Target Bonus") based upon the achievement of one or more performance goals established for such year by the Compensation Committee. For 2022 the Target Bonus shall be 50% of the Base Salary for 2022. The Executive shall have the opportunity to make suggestions to the Compensation Committee prior to the determination of the performance goals for the Bonus Program for each performance period, including for 2022, but the Compensation Committee shall have final power and authority concerning the establishment of such goals. The Compensation Committee shall review the Target Bonus at least annually for each calendar year, if any, during the Term after 2022 and may change shall determine the Target Bonus for such calendar year on the basis of such review. 3.2.2 3.3.2 Payment. The Annual Bonus, if any, for a calendar year during the Term shall be paid to the Executive by no later than March 15 of the succeeding year. 3.3 3.4 Equity Compensation. As a material inducement to the Executive's employment, as of the Effective Date: 3.4.1 NSO. The Company shall grant to the Executive a non-qualified stock option (the "NSO") to acquire a number of shares of the Company's common stock ("Common Shares") with a grant date fair value for accounting purposes of $270,000, at an exercise price per Common Share equal to the closing price of the Common Shares on March 16, 2020 the Nasdaq Capital Market on January 5, 2022. Subject to continued service with the Company, the Common Shares subject to the NSO shall vest in four equal annual installments, with vesting subject to acceleration in full upon the termination of Executive's employment (a) by Chembio without Cause (as defined in Section 6.1.1) or by the Executive for Good Reason (as defined in Section 6.1.3) within twelve months following a Change in Control (as defined in Section 6.1.2) or (b) due to Permanent Disability (as defined in Section 6.1.4) or death. The NSO shall expire on January 5, 2029. 2 3.4.2 RSU. The Company shall grant to the Executive a restricted stock unit (the "RSU") to acquire, without payment of any purchase price, a number of shares of the Company's common stock ("Common Shares") Common Shares equal to (a) 3.0% with a fair value for accounting purposes of the number of Common Shares issued and outstanding $180,000 as of the close of business on March 13, 2020 divided by (b) 2.222, which is the most recent calculation by the Company (using a Black-Scholes option pricing model) of the ratio of (i) the value of a Common Share subject to a restricted stock unit (without purchase price) to (ii) the value of a Common Share subject to a stock option. January 5, 2022. Subject to the continued service of the Executive to with the Company, one-third of the Common Shares subject to the RSU (subject to rounding) shall vest on the first, second and third anniversaries of the Effective Date, in three equal annual installments, with vesting subject to acceleration in full upon the occurrence termination of Executive's employment (a) by Chembio without Cause or by Executive for Good Reason within twelve months following a Change in Control (as defined in or (b) due to a Permanent Disability or death. The Company will file a Registration Statement on Form S-8 with respect to the 2019 Plan). Common Shares covered by the NSO and the RSU prior to the Effective Date. The Executive shall also be eligible to receive additional equity awards under the Company's 2019 Omnibus Incentive Plan or future equity incentive plans, as may be determined from time to time in the discretion of the Compensation Committee. View More
Compensation. Commencing on your Start Date (as defined below), you shall be paid a base salary of THREE HUNDRED TEN THOUSAND U.S. dollars ($310,000) per annum, paid to you semi-monthly at the rate of $12,916.67 per payroll period. Your salary shall be paid in accordance with the Company's standard payroll policies (subject to applicable withholding taxes as required by law). Your salary will be reviewed by the Compensation Committee each year and adjusted in their discretion, if at all.
Compensation. Commencing on your Start Date (as defined below), you shall be paid a base salary of THREE HUNDRED TEN THIRTY THOUSAND U.S. dollars ($310,000) ($330,000) per annum, paid to you semi-monthly at the rate of $12,916.67 $13,750 per payroll period. Your salary shall be paid in accordance with the Company's standard payroll policies (subject to applicable withholding taxes as required by law). Your salary will be reviewed by the Compensation Committee each year and adjusted in their discretion, if at ...all. View More
Compensation. (a) Base Salary During the Compensation Period. As compensation for the Employee's services during the period beginning May 11, 2010 and ending on December 31, 2010 (the "Compensation Period"), the Company shall pay the Employee a base salary computed at an annual rate of $250,000 per year, prorated to correspond to that portion of the Compensation Period during which the Employee is actually employed with the Company, such base salary to be paid monthly. If Employee is a commission-eligible mem...ber of the sales team, Employee shall be eligible to receive commission under the Company's standard sales commission plan, which may be modified by the Company at any time in the Company's sole discretion. (b) Base Salary After the Compensation Period. As of the end of the Compensation Period, the Employee's base salary may be increased or decreased, or the manner in which the Employee is compensated may be changed, in the sole discretion of the Company. Any such change in compensation shall be deemed to modify only this Section 2 of this Agreement, and all other provisions of this Agreement shall remain in effect following such change in compensation. In the absence of any such change, the Employee's base salary shall remain the same as it was during the Compensation Period. (c) Standard Company Benefits. In addition to the compensation outlined elsewhere in this Section 2, the Company shall provide to the Employee all of the benefits included in the Company's standard benefit package, which currently include medical (hospitalization and major medical), dental, disability, life, and accidental death and dismemberment insurance. Most of the cost of such benefits shall be borne by the Company. However, in the case of coverage for the Employee himself or for one or more of Employee's beneficiaries, the Employee makes a pre-tax contribution to the cost of the medical and dental insurance. Individual and dependent medical and dental insurance contribution amounts are determined on a set scale, based on the actual cost of the insurance. For additional levels of life insurance beyond the Company's basic benefit, the required contribution will be borne by the Employee by means of a voluntary salary reduction in the amount of the contribution implemented by Company at the request of the Employee. The standard benefit package also currently includes a flexible spending account plan, a transit reimbursement plan, and a 401(k) retirement plan, available to all qualified full-time employees. Enrollment in the 401(k) retirement plan will be allowed for all employees who work 25 or more hours per week at any time. In electing to participate in one of these plans, Employee contributes pre-tax dollars that can be used in accordance with the applicable plan terms. The Employee agrees that the composition, providers, and all other aspects of Company's standard benefit package may be changed from time to time in the sole discretion of the Company. (d) Stock Option Plan. The Employee may be eligible to receive stock options under the Company's standard stock option plan, which may be modified by the Company at any time, in the sole discretion of the Company. (e) Exclusive Compensation. The compensation and benefits described in this Section 2 shall be the exclusive compensation due to the Employee from the Company or any of its Affiliates during or on account of the services of the Employee. If directed by the Company, the Employee shall provide the services described in this Agreement to one or more Affiliates of the Company without additional compensation.View More
Compensation. (a) Base Salary During the Compensation Period. As compensation for the Employee's services during the period beginning May September 11, 2010 2006 and ending on December 31, 2010 8, 2006 (the "Compensation Period"), the Company shall pay the Employee a base salary computed at an annual rate of $250,000 $4,000 per year, month, prorated to correspond to that portion of the Compensation Period during which the Employee is actually employed with the Company, such base salary to be paid monthly. If ...Employee is a commission-eligible member of the sales team, Employee shall be eligible to receive commission under the Company's standard sales commission plan, which may be modified by the Company at any time in the Company's sole discretion. (b) Base Salary After the Compensation Period. As of the end of the Compensation Period, the Employee's base salary may be increased or decreased, or the manner in which the Employee is compensated may be changed, in the sole discretion of the Company. Any such change in compensation shall be deemed to modify only this Section 2 of this Agreement, and all other provisions of this Agreement shall remain in effect following such change in compensation. In the absence of any such change, the Employee's base salary shall remain the same as it was during the Compensation Period. (c) Standard Company Benefits. In addition to the compensation outlined elsewhere in this Section 2, the Company shall provide to the Employee all of the benefits included in the Company's standard benefit package, which currently include medical (hospitalization and major medical), dental, disability, life, and accidental death and dismemberment insurance. Most of the cost of such benefits shall be borne by the Company. However, in the case of coverage for the Employee himself or for one or more of Employee's beneficiaries, the Employee makes a pre-tax contribution to the cost of the medical and dental insurance. Individual and dependent medical and dental insurance contribution amounts are determined on a set scale, based on the actual cost of the insurance. For additional levels of life insurance beyond the Company's basic benefit, the required contribution will be borne by the Employee by means of a voluntary salary reduction in the amount of the contribution implemented by Company at the request of the Employee. The standard benefit package also currently includes a flexible spending account plan, a transit reimbursement plan, and a 401(k) retirement plan, available to all qualified full-time employees. Enrollment in the 401(k) retirement plan will be allowed for all employees who work 25 or more hours per week at any time. In electing to participate in one of these plans, Employee contributes pre-tax dollars that can be used in accordance with the applicable plan terms. The Employee agrees that the composition, providers, and all other aspects of Company's standard benefit package may be changed from time to time in the sole discretion of the Company. (d) Stock Option Plan. The Employee may be eligible to receive stock options under the Company's standard stock option plan, which may be modified by the Company at any time, in the sole discretion of the Company. (e) Exclusive Compensation. The compensation and benefits described in this Section 2 shall be the exclusive compensation due to the Employee from the Company or any of its Affiliates during or on account of the services of the Employee. If directed by the Company, the Employee shall provide the services described in this Agreement to one or more Affiliates of the Company without additional compensation. View More
