Compensation Contract Clauses (7,502)

Compensation. 3.1 Base Salary. During the Term, the Executive's annual base salary (the "Base Salary") shall be paid in accordance with the Corporation's regular payroll practices in effect from time to time, but not less frequently than in monthly installments. As of the Effective Date, the Executive's Base Salary shall be at an annualized rate of $500,000. During the Term, subject to Section 5, the Board (or a subcommittee thereof) will annually review, and may adjust in its discretion, the Executive's rate... of Base Salary. The term "Base Salary" as utilized in this Agreement shall refer to the Base Salary as so adjusted. 2 3.2 Incentive Bonus. The Executive will be eligible each year during the Term for an incentive bonus (the "Incentive Bonus") targeted at 100% of Executive's annual Base Salary, payable if the Corporation meets applicable performance goals determined by the Board (or a subcommittee thereof) in its discretion following consultation with Executive. The actual Incentive Bonus earned for each fiscal year (which, for clarity, may exceed or be less than the target Incentive Bonus), shall be paid as soon as practicable following the Board's (or its subcommittee's) approval of the amount of the Incentive Bonus, but no later than March 15 of the calendar year following the year in which the bonus is earned, subject to the Executive's continued employment by the Corporation or its affiliates through the end of the calendar year covered by the Incentive Bonus. View More

Compensation. 2.1 Salary. For services to be rendered hereunder, Executive shall receive an initial base salary at the rate of $__________ per year, subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule (the "Base Salary"). Executive's Base Salary will be reviewed annually by the Board or the Compensation Committee of the Board (the "Compensation Committee"). 2.2 Annual Cash Bonus. Executive will be eligible for an annual cash bonus with ...a target amount of _________ percent (__%) of Executive's Base Salary (the "Annual Bonus"). Whether Executive receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Board or the Compensation Committee based upon the Company's and Executive's achievement of objectives and milestones to be determined by the Board or the Compensation Committee on an annual basis. Except as otherwise provided herein or in applicable incentive compensation plan that may be in effect from time to time, Executive will not be eligible for, and will not earn, any Annual Bonus if Executive is not employed by the Company on the payment date (regardless of the reason for the separation from employment). [Notwithstanding the foregoing, the Company will guarantee Executive the full amount of his Annual Bonus for calendar year 2020, provided that Executive is employed by the Company on the date on which the Annual Bonuses are paid to employees on or about March 31, 2021. ]6 4 NTD: Board for the CEO and CEO for other executives. 5 NTD: For the CEO. 6 NTD: For the CEO. 2.3 Equity. View More

Compensation. (a) During the Employment, the Company shall pay Employee a salary at the annual rate of $1,100,000 (the "Base Salary"). Such Base Salary may be increased at any time by the Board of Directors of Parent or a committee thereof. The Base Salary shall be subject to withholding under applicable law, shall be prorated for partial years and shall be payable in semi-monthly or biweekly installments in accordance with the Company's usual practice as in effect from time to time. The Base Salary shall be ...reviewed by the Parent Board or a committee thereof on an annual basis and may be increased at any time by the Parent Board or a committee thereof in its sole and absolute discretion. (b) During the Employment, Employee shall be eligible to earn an annual bonus (the "Annual Bonus") pursuant to the CommScope Holding Company, Inc. Annual Incentive Plan (as such plan may be amended and modified, the "AIP"), targeted to be an amount equal to 150% of Base Salary at target performance (the "Target Bonus"), with opportunities above and below such amount based on a range of performance goals established by the Parent Board or a committee thereof. The Annual Bonus, if any, shall be paid by the Company on or before the date that is thirty (30) days after the date of the receipt by the Company of completed financial statements for such fiscal year, but in no event shall the payment of the Annual Bonus for a given fiscal year be made prior to January 1 of the immediately succeeding fiscal year or later than March 15 of the immediately succeeding fiscal year. Employee shall be eligible to receive a prorated Annual Bonus with respect to fiscal year 2020. (c) Following the Effective Date, Parent will issue Employee 500,000 restricted stock units that vest in equal installments on the first three anniversaries of the grant date, subject to Employee's continued employment with the Company. In addition, following the Effective Date, Parent will issue to Employee an equity award pursuant to which up to 1,100,000 shares of Parent common stock ("Shares") may be earned, based upon the achievement of certain hurdles relating to Parent's stock price and Employee's continued employment with the Company over a four-year period. Such equity awards will be issued pursuant to the Parent's Long-Term Incentive Plan and will be memorialized in separate award certificates. View More

Compensation. 2.1. Salary. As of the Effective Date, Executive's current base salary shall be payable at the annualized rate of $500,000.00 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. The Base Salary may be increased in the sole and absolute discretion of the Board but may not be decreased during the Employment Period (unless pursuant to a salary reduction program applicable generally to the Compan...y's similarly situated employees). In the event of any increase as permitted by this Section 2, the Base Salary for all purposes under this Agreement shall be the increased amount in effect from time to time. 2.2. Bonus. For 2020 only, Executive shall earn a guaranteed bonus equal to $150,000, less standard payroll deductions and withholdings, provided that Executive remains an active employee through December 31, 2020. Thereafter, for each full calendar year during the Employment Period, Executive shall be eligible for an annual discretionary performance bonus of up to 100% of the Base Salary then in effect (the "Target Bonus"), with the actual bonus amount (the "Performance Bonus") determined by the Compensation Committee of the Board (the "Committee") and communicated in writing to Executive, which Performance Bonus shall be based upon the achievement of specific performance goals as established by the Committee in good faith consultation with the Executive. Except as otherwise set forth above, whether Executive receives a Performance Bonus for any given year, and the amount of any such Performance Bonus, will be determined by the Committee in its sole discretion based upon the Company's and Executive's achievement of objectives and milestones to be determined on an annual basis by the Committee in good faith consultation with the Executive. Executive must remain an active employee through the end of any given calendar year in order to earn a Performance Bonus for that year and any such bonus will be paid prior to February 15 of the year following the year in which Executive's right to such amount became vested. Executive will not be eligible for, and will not earn, any Performance Bonus (including a prorated bonus) if Executive's employment terminates for any reason before the end of the calendar year, except as expressly contemplated in Section 6 below. 2.3. Relocation Reimbursement. Executive shall be entitled to be reimbursed, upon the presentation of appropriate receipts and supporting documentation, up to a maximum of $100,000 for the Executive's relocation from his principle residence to Santa Barbara County within (12) twelve months of the Effective Date. 2.4. Equity Award. Subject to the approval of the Board, Executive shall be granted the following equity awards: (A) an incentive stock option to purchase 500,000 shares of the Company's common stock at a per share exercise price equal to the fair market value (as determined based on the terms of the equity plan pursuant to which it is granted) of the Company's common stock on the grant date and with a ten (10) year term which shall vest as follows (i) 125,000 shall vest and be exercisable on the first anniversary of the grant date; (ii) 375,000 shall vest and be exercisable in thirty-six (36) equal consecutive monthly installments commencing on the thirteenth (13th) anniversary of the grant date; (B) a restricted stock unit award of 500,000 shares of the Company's common stock which shall vest as follows (i) 125,000 shall vest on the first anniversary of the grant date; (ii) 125,000 shall vest on the second anniversary of the grant date; (iii) 125,000 shall vest on the third anniversary of the grant date; and (iv) 125,000 shall vest on the fourth anniversary of the grant date; and (C) a performance stock unit award of 500,000 shares of the Company's common stock, which shall vest in accordance with the performance criteria and vesting schedule established by the Board and communicated to Executive. The stock option, restricted stock units, and performance stock units shall be governed by the Company's standard form of stock option agreement, the restricted stock unit agreement, and the performance stock unit agreement, respectively, and in the event of any conflict between this Agreement and the terms of any equity award, the terms set forth in the equity award agreement shall govern. View More

Compensation. 2.1 Salary. 2.2 Equity Awards. 2.3 Target Variable Compensation. 2.4 Cash Bonus. 2.5 Company Benefits. 2.6 Expense Reimbursements.

Compensation. (a) Base Salary. During the Term, the Company shall pay the Executive an annual Base Salary equal to Six Hundred Thousand Dollars ($600,000), subject to any increases approved by the Board or its Compensation Committee (the "Committee"). Such Base Salary shall be paid in accordance with the Company's payroll schedule. Any increase in Base Salary shall not serve to limit or reduce any other obligations to the Executive under this Agreement. (b) Annual Bonus. In addition to the Executive's annual ...Base Salary, for performance in each calendar year during the Term, the Executive shall have the opportunity to earn an Annual Bonus. The Annual Bonus shall be earned and payable to the extent that predetermined individual and/or corporate goals established by the Committee are achieved and any other requirements prescribed by the Committee, at the time the performance goals are established, are satisfied. Subject to the satisfaction of any requirements described in the preceding sentence, the Annual Bonus that will be earned on account of achieving a "target" level of performance (as established by the Committee), shall not be less than one hundred fifty percent (150%) of the Executive's then current Base Salary. Any Annual Bonus that is earned pursuant to the preceding sentence shall be paid in a single lump sum payment no later than March 15 following the calendar year in which the Annual Bonus is earned. View More

Compensation. Salary. You will receive a base salary at the rate of Three Hundred Eighty Five Thousand Dollars and 00/100 ($385,000) per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. As an exempt salaried employee, you will be required to work the Company's normal business hours, and such additional time as appropriate for your work assignments and position, and you will not be entitled to overtime compe...nsation. Bonus. You will be eligible for an annual discretionary target bonus of Fifty percent (50%) of your Base Salary (the "Annual Bonus"), under the terms herein. Whether you receive an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company's Compensation Committee of the Board, as applicable, in its sole discretion, based upon the Company's and your achievement of objectives to be determined on an annual basis by the Compensation Committee of the Board as applicable. Any bonus is not earned until paid and will be paid on or before March 15 of the year following the year for which the bonus is awarded. If your employment terminates for any reason prior to the payment date, you will not have earned, and will not be paid, any pro-rated bonus. View More

Compensation. In consideration of the services to be rendered by Executive, Company shall pay to Executive during the initial Term: (a) A base salary of not less than Two Hundred Fifty Thousand dollars ($250,000) per annum for each year of the Term, payable in equal installments over such payroll cycles as the Company pays its executive officers generally, with any salary for initial or final partial months or other payroll periods being prorated based on the number of calendar days in question. It is underst...ood that the Chief Executive Officer of the Company shall review Executive's performance and make a determination regarding increases in his salary at least once in every calendar year during the Term. (b) Incentive Compensation in an amount, in such form, and at such time as is provided in such executive incentive plan for Executive, either alone or for Executive and other officers and management employees of the Company, as shall be approved by the Board of Directors of the Company and in effect from time to time. Such incentive compensation may take the form of cash payments ("Cash Bonus"), transfers of stock, stock appreciation awards, restricted stock units or stock options (collectively, "Equity Awards"). Equity Awards shall be subject to such restrictions, vesting and other conditions and limitations as set forth in such executive incentive plan. For purposes of this Agreement, Cash Bonus and Equity Awards do not include any incentive compensation from Customers Bancorp, Inc. and Customers Bank. View More

Compensation. (a) Base Salary. During the Employment Period, Executive shall receive for his services an annual base salary (the "Base Salary") in an amount to be determined by the Company in accordance with the salary administration program of the Company as it may from time to time be in effect. The Base Salary will be reviewed annually and may be adjusted upward or downward in the sole discretion of the Company. In no event, however, will the Base Salary be less than the gross amount of [$492,000]. The Bas...e Salary will be subject to all applicable withholdings and deductions required by federal and state law. (b) Incentive Programs. During the Employment Period, Executive shall be provided an opportunity to earn up to 30% of his Base Salary under a short-term incentive program ("STIP") and up to 30% of his Base Salary under a long-term incentive plan ("LTIP"), as each are adopted and approved by the board of directors of the Bank and/or the Company or by the compensation committee of such boards, as applicable. Also, Executive shall receive an annual cash bonus of no less than $50,000 ("Integration Bonus") for the calendar year 2021 in recognition of Executive's increased responsibilities in overseeing the implementation of the integration of BAYK into the Company and the integration of VCB into the Bank (Bay Banks of Virginia, Inc. and Virginia Commonwealth Bank being referred to herein as the "Prior Employer"). The Integration Bonus shall be paid to Executive during the first thirty (30) days of 2022 and shall be paid in full, without proration, regardless of whether Executive remains employed by the Company and the Bank throughout the 2021 calendar year. Apart from the Integration Bonus, any other annual cash bonus or STIP will be paid to Executive no later than two and one-half months after the end of the year for which the annual bonus or STIP is awarded. To be eligible to receive any other cash bonus, Executive must be actively employed by the Company and the Bank on the date such bonus or STIP is paid. All incentive payments and cash bonuses will be subject to all applicable withholdings and deductions required by federal and state law. During the Employment Period, Executive shall be eligible to receive other cash- or stock-based incentives in such amounts and on such terms and conditions as established by the Board of Directors of the Company or the Bank, or by the compensation committee of such boards, as applicable. (c) Benefits. Executive shall be eligible to participate in those retirement, life insurance, medical, sick leave, vacation, paid time off and other employee benefit plans and programs of the Company and the Bank that may be in effect from time to time, to the extent Executive is eligible under the terms of those plans and programs. The Company and the Bank each reserve the right to modify, add or eliminate benefits for its employees at any time as it deems appropriate. 2 (d) Business Expenses. The Company or the Bank, as applicable, will pay on Executive's behalf (or promptly reimburse Executive for) reasonable expenses incurred by Executive at the request of, or on behalf of, the Company or the Bank in the performance of Executive's duties pursuant to this Agreement, in accordance with the Company's or the Bank's, as applicable, policies as in effect from time to time. (e) Insurance. The Bank or Company will provide Executive with a split dollar life insurance benefit of $2,000,000 for Executive's designated beneficiary during Executive's employment, provided the Bank or the Company receive policy underwriting not greater than 120% of the cost of a standard issue policy for a male of Executive's age. Executive agrees to take any action necessary to enable the Bank or the Company to maintain an insurance policy owned by the Bank or the Company with Executive as the insured. The right to such split dollar death benefit shall terminate upon Executive's Termination of employment for any reason other than due to his death. (f) Fringe and Similar Benefits. During the Employment Period, Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Bank or Company applicable to the members of the executive management of the Company or the Bank. In addition to such fringe benefits, during the Employment Period, the Bank or Company shall provide Executive a Bank-owned vehicle and cell phone for Executive's use and pay for Executive's monthly membership fees at the Commonwealth Club in Richmond, Virginia. View More

Compensation. (a) Base Salary. During the Employment Period, Executive shall receive for Executive's services an annual base salary (the "Base Salary") in an amount to be determined by the Employer in accordance with the salary administration program of the Employer as it may from time to time be in effect. The Base Salary will be reviewed annually and may be adjusted upward or downward in the sole discretion of the Employer. In no event, however, will the Base Salary be less than the gross amount of $260,000.... The Base Salary will be subject to all applicable withholdings and deductions required by federal and state law. (b) Annual Bonus; Other Incentives. During the Employment Period, Executive will be entitled to receive annual cash bonus payments in such amounts and at such times as may be determined by the Employer pursuant to its bonus program for officers of the Employer. Any annual cash bonus will be paid to Executive no later than two and one-half months after the end of the year for which the annual bonus is awarded. To be eligible to receive any cash bonus, Executive must be actively employed by the Employer on the date such bonus is paid. The bonus will be subject to all applicable withholdings and deductions required by federal and state law. During the Employment Period, Executive will be eligible to receive other cash-or stock-based incentives in such amounts and on such terms and conditions as established by the Board of Directors of the Employer, or by the compensation committee of such boards, as applicable. (c) Benefits. Executive will be entitled to participate in those retirement, life insurance, medical, sick leave, vacation, paid time off and other employee benefit plans and programs of the Employer that may be in effect from time to time, to the extent Executive is eligible under the terms of those plans and programs. The Employer reserves the right to modify, add or eliminate benefits for its employees at any time as it deems appropriate. (d) Business Expenses. The Employer will pay on Executive's behalf (or promptly reimburse Executive for) reasonable expenses incurred by Executive at the request of, or on behalf of, the Employer in the performance of Executive's duties pursuant to this Agreement, in accordance with the Employer's policies as in effect from time to time. (e) Fringe Benefits. During the Employment Period, the Employer shall provide Executive a Bank-owned vehicle and cell phone for Executive's use. View More