Compensation Contract Clauses (7,502)

Compensation. (a) BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not less than $600,000 during the Initial Term and $120,000 during any Subsequent Term, in each case less applicable payroll and tax withholdings, payable in accordance with the regular payroll practices of the Company. The base salary as determined herein from time to time shall constitute "Base Salary" for purposes of this Agreement. (b) BONUS OPPORTUNITY. During the Initial Term, the Employee will conti...nue to be eligible to participate in the Company's performance-based incentive programs, as may be in effect from time to time in accordance with the Company's compensation practices and the terms and provisions of such programs, as established by the Company in its sole discretion; provided that the Employee shall have an annual target incentive opportunity of up to forty percent (40%) of his Base Salary then in effect; and further provided that the Employee must be employed with the Company on the last date of the year for which any such bonus is earned. During any Subsequent Terms, the Employee will not be eligible to participate in any Company's annual bonus or other performance-based incentive programs. View More

Compensation. 3.1 Base Salary. During the term hereof, the Executive's 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 $530,000. During the term hereof, the Corporation may review and adjust the Executive's rate of Base Salary from time to time. 3.2 Incentive Bonus. During the term... hereof, in addition to the Base Salary, the Executive shall be eligible to receive an annual incentive bonus ("Incentive Bonus") for each fiscal year with a target amount of 50% of Base Salary. The actual amount of any Incentive Bonus earned by the Executive each year shall be determined in good faith by the Compensation Committee of the Board (the "Compensation Committee") in its reasonable discretion, based on the achievement of performance objectives established for that particular fiscal year by the Board or the Compensation Committee. The Incentive Bonus earned for each fiscal year (if any) shall be paid as soon as practicable following the Board's certification of financial results for the applicable calendar year, subject to the Executive's continued employment by the Corporation or its affiliates through the applicable payment date. 2 3.3 Equity Compensation. The Corporation acknowledges that certain August 10, 2021 letter agreement by and between the Executive and Jasper Corporation, a wholly-owned subsidiary of the Corporation (the "Letter Agreement"), which such Letter Agreement is hereby incorporated herein by this reference. The Corporation hereby agrees to assume the obligations of Jasper Corporation pursuant to the Letter Agreement. View More

Compensation. Base Salary. Your annualized base salary rate will be $430,000, less standard deductions and withholding and payable bi-weekly in accordance with Pyxis's regular payroll practices. Your salary shall be reviewed annually and may be adjusted in connection with any such review. Bonus Program. You will be eligible for an annual target bonus of 40% of your then-current base salary, as determined by the Board in its sole discretion based upon, among other things, the achievement of pre-determined perf...ormance milestones. Any annual bonus, if earned, shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates. Option Grants. The Company previously granted (a) an option to purchase 2,049,287 shares of Pyxis common stock (the "Initial Option Grant") and (b) an option to purchase 65,524 shares of Pyxis common stock (the "Second Option Grant"), in each case, pursuant to the Pyxis Oncology, Inc. 2019 Stock Plan (the "Plan"), which option will vest based on your continued service, pursuant to those certain Stock Option Agreements, dated as of July 31, 2021 and September 15, 2021, respectively. The Initial Option Grant is subject to accelerated vesting set forth in Section 5(b)(ii)(2). On the 60th day following the first to occur of the date on which (x) the Company has registered a class of securities pursuant to Section 12(b) or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (y) the Company is subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Exchange Act (each such date, the "Measurement Date"), you will be granted an additional option to purchase the number of shares of Pyxis common stock such that the number of shares subject to this option plus the number of shares of the Initial Option Grant and Second Option Grant will equal 1% of the total outstanding shares of the Company on the Measurement Date (the "Additional Option Grant" and, together with the Initial Option Grant and the Second Option Grant, the "Equity Grants"), subject to the Market Cap Limitation (as defined below). The term "Market Cap Limitation" means, if the Measurement Date is on or before the nine-month anniversary of the Start Date, a Market Cap (as defined below) of $1,000,000,000, or if the Measurement Date is after the nine-month anniversary of July 19, 2021 (the "Start Date"), a Market Cap of $2,000,000,000. The term "Market Cap" means, as calculated on a daily basis during the 60-day period ending on the Measurement Date, the averages of the closing per share price of the Company's common stock multiplied by the number of outstanding shares of the Company as of such day. The Market Cap Limitation shall be applied in the following manner: If the Company exceeds the applicable Market Cap Limitation, then the Additional Option Grant shall be reduced (if any) so that the Black-Scholes value of the Initial Option Grant and the Additional Option Grant is equal to 1% of the applicable Market Cap Limitation. Any Additional Option Grant shall vest on the same basis as the Initial Option Grant, subject to accelerated vesting set forth in Section 5(b)(ii)(2). iii. The Additional Option Grant will be is subject to the terms of Pyxis's equity incentive arrangements, including its customary Incentive Stock Option (ISO) Grant Agreement. The Additional Option Grant will be incentive stock options, to the extent permitted by applicable law. Withholding. Pyxis shall withhold from any compensation or benefits payable to you by Pyxis any federal, state and/or local income, employment and/or other similar taxes as may be required to be withheld pursuant to any applicable law or regulation. 2 4. Benefits. Generally. You will be eligible to participate in the benefits to be offered by Pyxis on the same terms and conditions as it will make such benefits available to similarly situated senior executives of the Company. The benefits are currently expected to include health insurance and such other benefits provided by similar companies of a similar stage, as approved by the Board. Expenses. Pyxis shall reimburse you for all reasonable business expenses incurred by you in the performance of your duties under this Agreement, all in accordance with the Company's reimbursement policies. Terms. As is the case of all employee benefits, such benefits will be governed by the terms and conditions of applicable Pyxis plans or policies, which are subject to change or discontinuation at any time. View More

Compensation. (a) During the Employment, the Company shall pay Employee a salary at the annual rate of $400,000 (the "Base Salary"). 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 Board or a committee thereof on an annual basis and may be increased at any time by the Boar...d or a committee thereof in its sole and absolute discretion. The Base Salary will begin to be paid once the Company raises at least $20 million in aggregate in private placements or completes an initial public offering. On an annual basis, commencing effective as of January 1, 2022, and as of each January 1 thereafter, the Base Salary shall be increased by no less than the greater of (1) the amount determined by the Board or a committee thereof, or (2) the percentage by which the Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U) All Items Index, New York–Northern New Jersey–Long Island, NY-NJ-CT-PA (the "Relevant CPI Index") for the calendar year ending December 31 immediately preceding the January 1 in question, increased over the Relevant CPI Index for the previous calendar year. (b) During the Employment, Employee shall be eligible to earn an annual bonus (the "Annual Bonus"), targeted to be an amount equal to 50% of the Base Salary at target performance (the "Target Bonus"), based upon the Company's and the Employee's achievement of performance goals established by the Board or a committee thereof, with opportunities above (and, in the Board or such committee's discretion, below) such amount based on a range of performance goals established by the Board or a committee thereof. The Annual Bonus, if any, for any year shall be paid by the Company no later than March 15 of the immediately succeeding fiscal year. The Board or a committee thereof shall have the discretion to pay the Employee an Annual Bonus in excess of the Target Bonus for performance exceeding goals, however, the Annual Bonus cannot exceed 75% of the Base Salary. The Board or a committee thereof shall have the discretion to award an Annual Bonus with or without proration in the event of a partial contract year. Employee shall be eligible to receive a prorated Annual Bonus with respect to fiscal year 2021. (c) During the Employment, Employee will be eligible for grants of equity awards under the Company's long-term equity incentive plan, as determined by the Board or a committee thereof in its sole discretion. In addition, upon the Company's attaining an average market capitalization of $350 million or more over a thirty-day period, the Company shall grant Employee a number of shares of fully vested common stock equal to 0.5% of the Company's then-current fully diluted share count (the "Market Cap Milestone Shares"). View More

Compensation. (a) In consideration of the services to be rendered by the Employee hereunder, the Company agrees to pay the Employee, and the Employee agrees to accept, a Base Salary in the amount of One Hundred Thousand Dollars ($150,000) per year, subject to all required federal, state and local payroll deductions (the "Initial Base Salary"). Currently, the Company pays its employees on a bi-weekly basis. (b) At the discretion of the Company's Board of Directors, the Employee will also be eligible for period...ic cash and/or stock bonuses. (c) The Employee shall be entitled to twenty (20) Paid Time Off ("PTO") days during each calendar year. PTO shall be governed by the Employee Handbook. (d) The Employee shall be entitled to Company holidays in accordance with the Company's Employee Handbook, as amended and as published periodically by the Company. (e) The Employee shall receive group medical and dental benefits for herself of the same type as other employees of similar rank and title of the Company. The Company shall pay the cost of such health insurance in full. Dental and vision insurance are paid by the Employee. The Employee shall also receive such additional benefits, as per the Employee Handbook, and in accordance with the Company's standard practices. (f) To the extent that the Employee becomes mentally or physically disabled, as determined in accordance with Paragraph 10 of this Agreement, Employee shall receive such benefits as are provided pursuant to the Employee Handbook. View More

Compensation. As compensation, including vacation and holidays, for all services rendered by the Employee to INTENSITY pursuant to this Agreement, INTENSITY shall pay to the Employee the amounts noted in Schedule A of this Agreement: 4. Employee Benefits. (a) Benefits Generally. The Employee shall be entitled to receive and participate in such employee benefits as agreed with INTENSITY and noted in schedule A. (b) Indemnification Rights. The Employee shall be entitled to indemnification, including advance rei...mbursement of travel expenses, to the fullest extent permitted by applicable law, and shall be entitled to receive an indemnification agreement with terms equivalent to any indemnification agreement that INTENSITY executes with any of its officers or directors. View More

Compensation. (a) Base Salary. During the Employment Term, the Company will pay Executive an initial annual salary of $275,000 as compensation for his services (the "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholding. Executive's salary will be subject to review and adjustments will be made based upon the Company's normal performance review practices. (b) Bonus Opportunity. In addition, Executive ...shall be eligible to receive an annual cash bonus up to 30% of the Executive's base salary upon completion of mutually agreed upon milestones to be determined by the Board and Executive following the Effective Date (the "Bonus Opportunity"). Any such bonus will be payable as soon as practicable after it is earned, but in no event later than March 15 of the year following the calendar year in which such bonus is earned. (c) Option. The grant of an option to purchase 113,000 shares of the Company's Common Stock granted on May 1, 2021 (the "Option") will continue to vest pursuant to its terms. View More

Compensation. During the term of the Agreement (as extended hereby): (a) Base Salary. The Company shall pay Executive a salary (the "Base Salary") equal to Two Hundred Eighty Thousand Dollars ($280,000.00) per year, with a minimum automatic Cost of Living increase of 3.0% per year, beginning on January 1, 2022. (b) Other Benefits. The Company shall provide the Executive with (i) a Cell Phone Allowance of $150.00 per month, (ii) an Automobile Allowance of $600.00 per month as of November 1, 2021, (iii) Health ...Care reimbursement has been reclassified as a Health and Wellness allowance. (c) Withholding. The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under Section 4 of the Employment Agreement. 1 (d) Bonus. The Company shall pay Executive a one-time cash retention bonus of $50,833.33, less appropriate federal, state, and payroll taxes. View More

Compensation. 4.1 Base Salary. The Company shall pay the Executive a base salary (the "Base Salary") as approved by the Compensation Committee of the Board (the "Compensation Committee"). The Executive's Base Salary upon execution of this Agreement shall be $400,000 per year; provided however, until such time that the Company successfully completes its next funding of at least $5 million, as reasonably confirmed by the Compensation Committee, the Executive shall receive a reduced salary in an amount of $112,5...00 per annum, provided however, the Base Salary shall accrue as of the Effective Date and be paid to the Executive when reasonably determined by the Compensation Committee (which, at the reasonable agreement of the Executive and the Company, may be paid in full or in part in restricted common shares valued at $0.30 per share, subject adjustment for stock splits). The Base Salary shall be payable in accordance with the Company's regular payroll practice for its executives. During the Employment Period, the Base Salary shall be reviewed annually beginning no later than December 1, 2022, for increase in accordance with the Company's compensation policies pertaining to executive personnel at the senior management level, in a range of 5% to 12% per year, as determined by the Compensation Committee. Following any increase in the Base Salary, the new salary shall be considered the Base Salary. Any increase in the Base Salary shall not limit or reduce any other obligation of either party under this Agreement. 4.2 Management Incentive Plan. In addition to the Base Salary referred to in Section 4.1, the Executive shall be entitled to participate in the QSAM Management Incentive Plan (the "MIP"). The MIP generally provides for the payment of stock and/or cash bonus awards to the executive officers of the Company based on the achievement of performance objectives, and equal to between 25% and 125% of the Executive's Base Salary, as determined by the Compensation Committee. The stock and/or cash bonus amount, qualifying performance objectives and terms required to earn the incentive bonus for the Executive shall be based upon the annual business plan, corporate objectives and budget prepared by the executive team and approved by the Compensation Committee prior to the start of the new fiscal year but no more than sixty (60) days following the start of the relevant fiscal year. Bonuses awarded under the MIP generally are paid during the month of February in the year following the plan year for which the bonuses are awarded, notwithstanding such, bonuses awarded under the MIP shall be paid no later than March 31st following the plan year for which the bonuses are awarded. 4.3 Transaction Bonus. In the event of a Major Transaction, as hereinafter defined, the Executive shall be entitled to be paid out of the Net Proceeds, as hereinafter defined, during the Term hereof, an amount in cash (and/or stock if stock forms a portion of the Net Proceeds) equal to One Point Seven Five percent (1.75%) of the aggregate Net Proceeds. For purposes hereof, "Net Proceeds" means the amount received by the Company or a Subsidiary, in one or more payments if such proceeds include contingent or earnout payments, after the first $13 million is paid to the Company and less any expenses, fees or other costs associated with transacting the Major Transaction. For purposes hereof, a "Major Transaction" means the sale, transfer, licensing or sublicensing of any of the Company's technology assets, drug candidates or approved drugs, either in one transaction or a series of transactions, whereby the Company receives value from an unaffiliated third party for such assets; or alternatively, from the acquisition or merger of the Company or any of its Subsidiaries whereby the Company or the Subsidiary, as the case may be, is not the surviving entity. The Transaction Bonus shall be paid upon closing of the Major Transaction, or in the case of contingent or earnout payments during the Term hereof, as such payments are received by the Company. View More

Compensation. 2.1 Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of $600,000 per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. Executive's base salary may be reviewed and changed by the Company on notice to the Executive. 2.2 Annual Bonus Executive will be eligible for an annual discretionary bonus of between thirty percent (30%) and one hundred percent (...100%) (the "Bonus Range") of Executive's Base Salary actually received in any such year (the "Annual Bonus"), which will be based on a fiscal year basis, unless otherwise determined by the Company (the "Bonus Period"). Whether Executive receives an Annual Bonus for any Bonus Period, and the amount of any such Annual Bonus, will be determined by the Board or the compensation committee thereof in its sole discretion, provided, however, that subject to the remainder of the provisions in this Section 2.2, Executive's Annual Bonus payable in respect of any Bonus Period shall not be less than or higher than the Bonus Range. Executive must remain an active employee in good standing at the time the Annual Bonus is paid in order to earn an Annual Bonus for the prior Bonus Period. The Annual Bonus, if payable, will be paid when bonuses are paid to similarly situated executes, which shall be prior to seventy-five days following the conclusion of the Bonus Period. For the avoidance of doubt, Executive will not be eligible for, and will not earn, any Annual Bonus if Executive's employment terminates for any reason before the Annual Bonus is to be paid, except as otherwise specifically stated in Section 4.2(b). Any Annual Bonus paid for any year shall not create any entitlement to a bonus in a future year. 2.3 Sign-On Equity Grant. Subject to the approval of the Board and pursuant to the Company's 2011 Amended and Restated Incentive Plan (the "Plan), Executive will be eligible to receive (a) a restricted stock unit ("RSU") award for 260,000 shares of the common stock of the Company (the "RSU Grant"); and (b) an option to purchase 700,000 shares ("Options") of the Company's common stock at the fair market value as determined by the Board as of the date of grant (the "Option Grant"). Each of the RSU Grant and the Option Grant shall vest in equal one-third annual increments, with the first vesting on the first anniversary of the grant date provided Executive remains employed in good standing on any such vesting date, and in all cases subject to the terms of the Plan and the Company's Option and RSU grant documents, the execution of which by Executive is required for any such grant. Notwithstanding the foregoing, in the event of Executive's termination without Cause (as defined herein), the RSU Grant and Option Grant, subject to terms of Section 5 herein, shall vest. 2.4 Annual Equity Grant. For each year of employment, subject to the approval of the Board and pursuant to the Plan, Executive shall be eligible for a grant of both RSUs and Options in an amount and pursuant to terms as determined by the Board in its sole discretion; provided, however, that in each year, the Board shall provide the Executive with individual and corporate performance metrics which it shall reasonably assess in determining such year's grant. Each annual grant provided hereunder shall vest on terms as provided by the Company and shall be subject to the terms of the Plan and the Company's Option and RSU grant documents, the execution of which by Executive is required for any such grant. 2 2.5 Relocation. As a condition of his employment hereunder, Executive shall relocate to the Farmingdale, New York area within six (6) months of the Start Date. The Company shall reimburse Executive for up to $60,000 in Relocation Expenses relating to such relocation, provided Executive provides evidence of incurring such costs to the reasonable satisfaction of the Company. For purposes hereof, "Relocation Expenses" shall mean reasonable expenses incurred by Executive related to costs associated with the sale of Executive's old residence and the physical movement of all goods and vehicles that are in Executive's current home. The foregoing notwithstanding, if within one (1) year of the relocation date, Executive's employment with the Company is terminated either by the Company for Cause or voluntarily by Executive in the absence of a Good Reason, then Executive shall repay to the Company the amount of the actually-reimbursed Relocation Expenses multiplied by a fraction, the numerator of which equals the number of days from the effective date of such termination to the first anniversary of Executive's relocation date and the denominator of which will be 365 (and the Company may withhold such amount from any payments otherwise due to Executive). View More