Compensation Contract Clauses (7,502)

Compensation. (a) Base Salary. You will be paid an annual base salary of Three Hundred Ninety Five Thousand dollars ($395,000), which will be paid in accordance with the Company's regular payroll practices. You will also be paid a sign-on bonus of $25,000. (b) Performance Cash Bonus. You shall be entitled to participate in a bonus program, which shall be established by the Board pursuant to which the Board shall award bonuses to you, based upon the achievement of written individual and corporate objectives su...ch as the CEO or Board shall determine. Upon the attainment of such performance objectives, in addition to your base salary, you shall be entitled to a cash bonus in an amount to be determined by the Board with a target of forty percent (40%) of your base salary. (c) Stock Option and Restricted Stock Grants. During the Term of this Agreement, you may also be awarded grants under the Company's 2014 Stock Option and Equity Incentive Plan, as amended (the "Stock Plan"), subject to Board approval. For the avoidance of doubt, your options granted to you as a Director of the Company shall continue to vest in accordance with the terms of the Stock Plan, so long as you remain employed by the Company. View More

Compensation. (a) Base Salary. You will be paid an annual base salary of Four hundred and Seventy Five Thousand dollars ($475,000), which will be paid in accordance with the Company's regular payroll practices. You will also be paid a sign-on bonus of $50,000. (b) Performance Cash Bonus. You shall be entitled to participate in a bonus program, which shall be established by the Board pursuant to which the Board shall award bonuses to you, based upon the achievement of written individual and corporate objective...s such as the CEO or Board shall determine. Upon the attainment of such performance objectives, in addition to your base salary, you shall be entitled to a cash bonus in an amount to be determined by the Board with a target of forty percent (40%) of your base salary. (c) Equity Grant. The Board has agreed to grant to you options to purchase common shares and restricted common stock of the Company (the "Initial Grant") under the Company's current Stock Option and Equity Incentive Plan. The initial Grant will .consist of (an option grant to purchase three hundred fifty thousand (350,000) common shares (the "Options"). The terms of Options shall be governed under-the Company's Stock Option Plan. The Initial Grant is subject to final approval by the Board. (i) Stock exercise price for Options. The Options of the Initial Grant will have an exercise price equal to the closing price of the Company's common stock on the Start Date, as quoted on Nasdaq under the symbol RLMD, which is equal to the fair market-value of the Company's common stock on the date of the grant. The stock options of the initial Grant shall have a term of 10 years starting from the first day of your employment with the Company (the "Grant Date"). The stock Options shall vest in compliance with Section 4(c)(ii) below. (ii) Vesting Schedule. The Options of the Initial Grant shall begin to vest on the Grant Date based on the following vesting schedule: Twenty-five percent (25%) of the Options of the Initial Grant shall vest on the first anniversary of the Grant Date and the remaining seventy-five percent (75%) of each of the Options shall vest in equal quarterly increments of 6.25% of the initial Option Grant over the following three (3) year period. (iii) Change in Control. The Company's stock option and incentive plans provides that upon a Change in Control Termination, the vesting and exercisability of the options shall be accelerated in full. At the discretion of the Board, you will be eligible to receive additional options to purchase shares of the Company's common stock. 2 (d) Withholding of Taxes. You understand that the services to be rendered hereunder will cause you to recognize taxable income, which is considered under the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder as compensation income subject to the withholding of income tax (and Social Security or other employment taxes). You hereby consent to the withholding of such taxes as are required by the Company. View More

Compensation. (a) Base Salary. The Company will pay Executive for all services to be rendered by Executive hereunder (including and without limitation, all services to be rendered by her as an officer and/or director of the Company and its subsidiaries and affiliates) a base salary ("Base Salary") of Two Thousand Four Hundred Twenty Three and 08/100ths Dollars ($2,423.08) per week ($126,000 annualized). The Base Salary may be increased at the discretion of the Board from time to time during the Employment Ter...m. Base Salary shall be payable at least bi-weekly or otherwise in accordance with customary payroll practices for senior executives of the Company. (b) Annual Incentive Compensation. Executive shall be eligible to receive an annual non-equity incentive bonus ("Annual Incentive Compensation") and other long term incentive compensation, all of which are intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), under such executive bonus plans and long term incentive plans as may be established by the Compensation Committee of the Board [or, in the absence of a Compensation Committee, then a committee of the Board of Directors comprised of not less than two independent directors (in either event, the "Independent Director Committee")] in its sole discretion from time to time, subject to the terms and conditions of such plans. The Annual Incentive Compensation will be based on the achievement of Company and individual performance goals to be established by the Independent Director Committee, with annual target incentive bonuses of not less than 50% of the Base Annual Salary. (c) Repayment upon Material Restatement. The Compensation Committee of the Board of Director or, in the absence of a Compensation Committee, then a committee of the Board of Directors comprised of not less than two independent directors (in either event, the "Independent Director Committee") may, in its discretion, require reimbursement of all or part of any Annual Incentive Compensation or other incentive payments to Executive where: (1) the payment of such Annual Incentive Compensation or other incentive payments to Executive was predicated upon achieving certain financial results that were subsequently the subject of a material restatement of the Company's audited financial statement with the need for such restatement having been confirmed by the Company's independent auditors; (2) the Company determines Executive engaged in gross negligence or willful misconduct that substantially caused the need for the restatement; and (3) a lower payment would have been made to Executive based upon the restated financial results. In each such instance, the Executive shall repay to the Company the amount by which the Executive's Annual Incentive Compensation or other incentive payments for the relevant period exceeded the lower payments that would have been made based on the restated financial results; provided, however, that the Executive shall not be required to repay any Annual Incentive Compensation or other incentive payments, or portion thereof, pursuant to this paragraph if such payments relate to accounting periods occurring two (2) years (or such longer time period as may be required by law) or more prior to the restatement. Before the Compensation Committee determines whether Executive engaged in gross negligence or willful misconduct that caused or substantially caused the need for the substantial restatement, it shall provide to Executive written notice and the opportunity to be heard, at a meeting of the Independent Director Committee (which may be in-person or telephonic, as determined by the Independent Director Committee). (d) Vacation. Executive shall be entitled to paid annual paid time off ("PTO") in an amount provided for in the Company's vacation, PTO or similar policy as amended from time to time, with the calculation of such entitlement to be retroactive to the Start Date, but in no event less than four (4) weeks of paid annual vacation. View More

Compensation. (a) Base Salary. Executive shall be paid a base salary ("Base Salary") at the annual rate of Two Hundred Ninety Four Thousand Dollars ($294,000.00), payable in monthly installments consistent with the Company's payroll practices. The annual Base Salary shall be reviewed on or before December 31 of each year, unless Employee's employment hereunder shall have been terminated earlier pursuant to this Agreement. By December 31 of each year, the Board of Directors of the Company shall determine if su...ch Base Salary should be increased for the following year in recognition of services to the Company. The Company agrees to begin compensating the Employee under this Employment commencing September 16, 2019. As an additional Base Pay, Executive shall also be entitled to receive five percent (5%) of the Net Profits of the Company on an annual basis.The determination of Net Profits shall be in accordance with the definition of Net Profits as described in Generally Accepted Accounting Principles (GAAP) which is the Company's income, less cost of goods, less operating expenses.The computation of Net Income for the purpose of this paragraph shall be prior to state and federal corporate income taxes. (b)Car Allowance. Executive shall be provided a Car Allowance at the annual rate of Eighteen Thousand Dollars ($18,000.00, payable in monthly installments. The Car Allowance shall be used at Executive's discretion toward the purchase/lease of an electric vehicle of Executive's choice. Executive understands that the Car Allowance will be treated as taxable income and will be paid regardless of the amount of Executive's monthly car payments. (c)Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices, and shall be subject to all applicable employment and withholding taxes. (d)Bonus. Executive may also be entitled to a bonus determined at the sole discretion of the Board of Directors. Reynolds Employment Agreement 1 3. Other Employment Benefits. (a) Business Expenses. Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. However, Company shall furnish Executive with a debit and/or credit card for payment of business expenses.Executive agrees to comply with all reporting requirements of Section 274 of the Internal Revenue Code of 1986 and all changes thereto in addition to the Treasury Regulations and rulings promulgated thereunder. (b) Benefit Plans. Executive shall be entitled to participate in the Company's benefit plans offered by the Company to its employees during the term of this Agreement. Nothing in this Agreement shall preclude the Company from terminating or amending any employee benefit plan or program from time to time. The Company also agrees to include the Executive in any insurance plan it incorporates, including, but not limited to, medical insurance, dental insurance, long-term disability insurance, and life insurance. If Executive is paying for medical insurance or dental insurance and the Company has not instituted either or both a medical insurance plan or dental insurance plan, then Company shall reimburse Executive his out of pocket payments for medical insurance and dental insurance. (c)Vacation and Sick Pay. Executive shall be entitled to three (3) weeks total of vacation and sick pay each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations. (d)Holidays. Employee shall be entitled to the following Holidays: New Years Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving, and Christmas. (f)No Other Benefits. Subject to Section 5(b), Executive understands and acknowledges that the compensation specified in Sections 2 and 3 of this Agreement shall be in lieu of any and all other compensation, benefits and plans. However, Executive understands that the Company, from time to time, shall be adopting Stock Option Plans and will be entitled to receive Reynolds Employment Agreement 1 additional stock option grants at the determination of the Board of Directors of the Company. View More

Compensation. During the term of this Agreement, the Bank shall pay or provide to the Executive as compensation for the services of the Executive set forth in Section 2 hereof: (a) A base annual salary of $200,000, such base annual salary and such base may be increased thereafter in the discretion of the Board or the CEO; and (b) Such incentive bonuses as may be authorized by the Board from time to time.

Compensation. For all services rendered to the Company, the Company shall provide Executive as total compensation a sum computed as set forth in this Section 5. (a) Base Salary. During the Term, the Executive shall receive an annual base salary (the "Annual Base Salary") equal to $180,000 per year, which shall be paid in accordance with the Company's normal payroll practices for senior executive officers of the Company as in effect from time to time. During the Term, the Annual Base Salary shall be reviewed a...t least annually, and may be increased but not decreased by the Compensation Committee of the Board or the Board if there be no such Compensation Committee (in either case, the "Committee"). The term "Annual Base Salary" as utilized in this Agreement shall refer to the Annual Base Salary as so adjusted. (b) Annual Bonus. In addition to the Annual Base Salary, for each fiscal year commencing from the Effective Date and ending during the Term, the Executive shall be eligible for an annual cash bonus (the "Annual Bonus") equal to a target of 50% of the Annual Base Salary (the "Target Bonus"). The Target Bonus will be earned in any given year in respect of which the Company achieves certain performance metrics and goals as may be determined by the Committee in consultation with the Executive prior to or promptly following the beginning of each fiscal year. Each such Annual Bonus awarded to the Executive shall be paid sometime during the first seventy-five (75) days of the fiscal year next following the fiscal year for which the Annual Bonus is awarded. Executive must be employed with the Company in good standing on the last day of the fiscal year with respect to which the Annual Bonus relates to earn and be eligible to receive the Annual Bonus. (c) Option Grant. During the Term, the Executive shall be entitled to participate in any stock option, performance share, performance unit or other equity based longterm incentive compensation plan, program or arrangement (the "Plans") generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to the Executive shall reflect the Executive's position with the Company. [In furtherance of the foregoing, promptly after the Effective Date, the Company shall grant to the Executive options to purchase 800,000 shares of the Company's common stock (the "Options") at an exercise price equal to the fair market value of the Company's common stock on the date of grant (which fair market value as of the date hereof is $0.75), and which Options shall vest ratably on a quarterly basis over the following two years, all subject to the terms and conditions of the applicable Plan and/or award agreements (collectively, together with any additional Plans and agreements awarding the Executive equity or equity-based awards, the "Equity Documents").] 2 (d) Recoupment of Unearned Incentive Compensation. If the Company restates all or a portion of its financial statements for any given fiscal year, the Board or committee thereof may require reimbursement of any bonus or incentive compensation paid to the Executive for such fiscal year if and to the extent that (i) the amount of such incentive compensation for such fiscal year was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, (ii) the Executive engaged in any fraud or misconduct that caused or significantly contributed to the need for the restatement, and (iii) the amount of the bonus or incentive compensation that would have been awarded to the Executive for such fiscal year had the financial results been properly reported would have been lower than the amount actually awarded. View More

Compensation. Base Salary. Executive's initial annual base salary shall be $262,000, minus all applicable deductions, and paid in accordance with the Bank's customary payroll practices. Executive's base salary will be reviewed at least annually by the CNB Financial Corporation Board and adjustments considered but not guaranteed. Incentive Compensation. Executive shall be eligible to receive cash incentive compensation as determined by the Executive Compensation Committee or the CNB Financial Corporation Board.... Executive is eligible to receive incentive compensation equal to up to forty percent (40%) of his annual base salary. To earn incentive compensation, Executive must be employed by CNB on December 31 of the year for which such incentive compensation is earned, and such incentive compensation will be paid to the Executive no later than March 15 of the following calendar year. Stock. During employment, at the discretion of the CNB Financial Corporation Board, Executive is eligible to participate in the CNB Financial Corporation 2019 Omnibus Incentive Plan or any successor plan, if any, subject to the terms of that plan or successor plan. Other Compensation. Executive may be entitled to or eligible for bonuses, stock rights, or other compensation as may be decided by the CNB Financial Corporation Board from time-to-time. Benefits. The Bank will offer Executive all benefits, including insurances, paid time off, retirement plans, and similar benefits, made available to other similarly situated executive-level Bank employees upon the same or similar terms and conditions. All benefits hereunder may change from time-to-time at the Bank's discretion, subject to benefit plans and applicable law. Coverage, eligibility, and other terms and conditions of any benefit are governed by the benefit plan documents which control. Director and Officer Insurance. The Bank or its successor will purchase and maintain Director and Officer Liability Insurance for the benefit of Executive in connection with his acts and omission as a Bank officer during his employment. View More

Compensation. (a) Base Salary. The Company shall pay the Executive a salary at the annual rate of $1,000,000 ("Base Salary"), payable in accordance with the normal payroll procedures of the Company in effect from time to time. The Executive's Base Salary shall be reviewed for increase at least annually by the Board pursuant to its normal performance review policies for "executive officers" (as defined under the rules of the New York Stock Exchange). The Company or the Board may from time to time, in its sole ...and absolute discretion, increase the Base Salary by any amount it determines to be appropriate. Base Salary shall not be reduced after any increase. The term "Base Salary" as utilized in this Agreement shall refer to the Executive's annual base salary as then in effect. (b) Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company's existing and future bonus and stock plans and other incentive compensation programs for similarly situated executives (collectively, "Plans"), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Such eligibility is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Company, the Chief Executive Officer or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in their sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in their sole and absolute discretion. The terms of each Plan, and any agreement issued thereunder, shall govern the Executive's rights and obligations in respect to the Plan and awards or benefits thereunder during the Executive's employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of "Cause" hereunder shall not supersede the definition of "cause" in any Plan (unless the Plan expressly defers to the definition of "cause" under an executive's employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive's employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment. (c) Benefits. The Executive shall be eligible to participate in all employee benefit and insurance plans sponsored or maintained by the Company for similarly situated executives (including any savings, retirement, life, health (which as of the date hereof includes the Executive Medical Reimbursement Insurance Plan) and disability plans), to the extent that the Executive is qualified to participate in any such plan under the generally applicable provisions thereof in effect from time to time. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any such plan in its sole and absolute discretion. Except as otherwise provided herein, the terms of each such plan shall govern the Executive's rights and obligations thereunder during the Executive's employment and upon the termination thereof. (d) Expenses. The Company shall pay or reimburse the Executive for reasonable expenses incurred or paid by the Executive in the performance of the Executive's duties hereunder in accordance with the generally applicable policies and procedures of the Company, as in effect from time to time and subject to the terms and conditions thereof. Such procedures include the reimbursement of approved expenses within 30 days after approval. Section 409A (as defined in Section 7(l)) prohibits reimbursement payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any calendar year may not affect the amount of expenses eligible for reimbursement in any other calendar year, and (ii) the right to reimbursement under this Section 2(d) cannot be subject to liquidation or exchange for another benefit. View More

Compensation. (a) Base Salary and Benefits. The basic annual salary of the Associate for his employment services hereunder shall be $750,000 or such higher annual salary, if any, as shall be approved by the Board of Directors of the Parent Company from time to time (the "Base Salary"), which shall be payable in accordance with the Company's payroll policy. Nothing contained herein shall affect or in any way limit the Associate's rights as an Associate of the Company to participate in any Company 401(k) profit... sharing plan or medical and life insurance programs offered by the Company to its employees, all of which shall be available to the Associate to the same extent as if this Agreement had not existed, and compensation received by the Associate hereunder shall be in addition to the foregoing. In addition, nothing contained herein shall affect or in any way limit the Associate's eligibility to participate in any nonqualified deferred compensation plan of the Company or the Parent. (b) Bonus. In addition to the Base Salary and fringe benefits described above, the Associate shall be eligible to earn an annual cash bonus (the "Bonus") pursuant to any incentive bonus plan of the Company or the Parent Company which may be in effect from time to time during the Employment Term or otherwise as determined by the Compensation Committee of the Parent Company's Board of Directors (the "Compensation Committee"). 2 (c) Long-Term Incentives. During the Employment Term, the Associate shall be eligible to participate in the Parent Company's Amended and Restated Stock Option Plan (the "Option Plan") and the Parent Company's Amended and Restated Stock Incentive Plan (the "Incentive Plan") (and any successor incentive plans thereto) to the extent that the Compensation Committee, in its sole discretion, determines is appropriate. View More

Compensation. (a) Total Direct Compensation. In consideration of the services to be performed by Employee, Employer agrees to pay Employee a base salary payable in equal installments at the regularly scheduled pay dates of Employer. In addition to base salary, Employee shall be eligible to receive cash bonuses and annual long-term incentive awards as Employer shall determine from time to time at Employer's discretion and consistent with Employer's senior executive compensation policies and practices as establ...ished by the Board of Directors from time to time and exclusive of the Deferred Compensation Plan contribution described in Section 3(b) (collectively, the "Total Direct Compensation"). Employee's Total Direct Compensation for Employer's Fiscal Year 2020 (July 1, 2019 – June 30, 2020) shall be the amounts shown and described on Exhibit 1, which is attached hereto and incorporated herein. Employee's base salary may be adjusted from time to time in accordance with Employer's performance review processes and policies, provided that in no event will the amount of Employee's base salary be reduced. (b) Annual Employer Contribution Under the Deferred Compensation Plan. On September 1, 2019, under the terms of the Prior Agreement, Employer credited Employee's account under Employer's Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan") with an Employer contribution in the amount of $100,000. As an additional retention incentive for Employee's service during the Initial Term, Employer shall credit Employee's account under the Deferred Compensation Plan with an Employer contribution in the following amounts on each the following dates, provided Employee has not separated from service with Employer prior to such date: Date Amount of Credit June 30, 2020 $ 150,000 June 30, 2021 $ 450,000 June 30, 2022 $ 700,000 June 30, 2023 $ 1,000,000 Such Employer contributions shall be (i) vested as of the date credited except in the case of involuntary termination by Employer for Cause, (ii) periodically adjusted for deemed earnings in accordance with the terms of the Deferred Compensation Plan, and (iii) payable to Employee in a single lump sum cash payment upon Employee's "separation from service" in accordance with the terms of the Deferred Compensation Plan (subject to any six-month payment delay required by "Section 409A" (as defined herein) and the terms of the Deferred Compensation Plan). (c) Other Benefits. Employer also agrees to provide Employee with fringe benefits and all other benefits from time to time provided to similarly situated executive employees. Employer agrees to provide Employee with life insurance coverage in an amount equal to two (2) times Employee's annual base salary. Employer agrees to provide Employee with a long-term disability benefit which will provide Employee with a disability benefit in an amount equal to sixty percent (60%) of his annual base salary in excess of two hundred thousand dollars ($200,000) ("Supplemental Disability Benefit"). The Supplemental Disability Benefit will be payable to Employee provided Employee has satisfied and continues to satisfy the eligibility provisions and been determined to be disabled under Employer's long-term disability plan provided to all employees of Employer. Employer shall pay directly 2 to Employee the Supplemental Disability Benefit in equal monthly installments, subject to all applicable withholding as required by law, and shall provide Employee with the Supplemental Disability Benefit until Employee attains the age of sixty-six (66). Employee shall be eligible to receive five (5) weeks of vacation per year. View More