Compensation Contract Clauses (7,502)

Compensation. As compensation for the performance of the services specified in Paragraph (1) and the observance of all of the provisions of this Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the following amounts and benefits during his term of employment: (A) Salary at a rate to be determined by the Board of Directors of the Bank, with notice to be given to employee in January of each calendar year, but in no event shall Employee's salary be less than Three Hundred Twenty Five Th...ousand Dollars ($325,000.00) per year, plus any increases granted by the Board of Directors after the date hereof, and payable in equal biweekly installments; (B) Participation in the Wesbanco, Inc. Key Executive Bonus, Option and Restricted Stock Plan, Annual Incentive Award, at 75% of the base compensation as set forth in Paragraph (A) hereof based upon performance metrics as determined annually by the Compensation Committee of the Board of Directors of Wesbanco; (C) Participation in such annual awards of Stock Options and Restricted Stock as may be granted by the Compensation Committee each year; and (D) Such other miscellaneous benefits and perquisites as the Bank provides to its executive employees generally. View More

Compensation. For all of the services rendered by Executive in any capacity under this Memorandum, Employer shall compensate Executive, less applicable deductions and withholding taxes, in accordance with Employer's payroll practices as they may exist from time-to-time and as such compensation elements may be amended, suspended or discontinued to the extent permitted by applicable law at Employer's sole option or discretion, as follows: 3.1 Annual Base Salary. Executive's annual base salary ("Base Salary") sh...all be at the annual rate as follows: A. From January 2, 2022 to December 31, 2022, Six Hundred Sixty-One Thousand Dollars ($661,000); and B. From January 1, 2023 to December 31, 2023, Six Hundred Seventy-Four Thousand, Two Hundred and Twenty Dollars ($674,220); and C. From January 1, 2024 to December 31, 2024, Six Hundred Eighty-Seven Thousand, Seven Hundred and Four Dollars ($687,704). 3.2 Benefits. Executive may be eligible to participate in certain benefit plans that are available to qualified Executives of Employer from time-to-time. The availability and terms of such benefits shall be set by the Board of Directors and may change from time-to-time or be discontinued in their entirety at the sole discretion of Employer. Executive shall be entitled to benefits only in accordance with the terms and conditions of such plans as they may be enumerated or changed from time-to-time. Executive shall also participate in all fringe benefits offered by Employer to any of its senior executives. The availability and terms of such benefit plans shall be set by the Board of Directors of SMG, or its designated committee, and may change from time-to-time. Executive shall be required to comply with all conditions attendant to coverage by the benefit plans hereunder and shall be entitled to benefits only in accordance with the terms and conditions of such plans as they may be enumerated from time to time. 3.3 Travel and Entertainment Expenses. Reasonable, bona-fide Employer-related entertainment and travel expenses incurred by Executive in accordance with the Employee Handbook and written policies, all as issued by Employer, relating thereto shall be reimbursed or paid by Employer. 2 3.4 Perquisites. During the Term, Employer shall provide Executive with the perquisites and any such other benefits as the SMG Board of Directors, or its designated committee, may elect to grant from time-to-time. 3.5 Bonuses. In addition to the other compensation of Executive as set forth herein, Executive shall be eligible for an annual merit bonus in an amount to be determined at the discretion of the Board of Directors of SMG, which bonus may be paid in cash, equity (stock, stock options, restricted stock, etc.) or a combination thereof. The amount of the annual bonus, if applicable, is not earned until the date of its determination and distribution in the following year. 3.6 Life Insurance Reimbursement. Executive shall be entitled to reimbursement from Employer for an amount up to a maximum of $3,500 per year paid by Executive for life insurance on Executive's life. Such reimbursement shall be grossed up to cover all statutory withholdings, and State and Federal Income Taxes. 3.7 Stock Option Grant. Effective January 2, 2022 ("Grant Date"), Executive shall receive the grant of an option ("Options") to purchase Fifty Thousand (50,000) shares of SMG's Class A Common stock ("Shares"). The purchase price for the Options will be the fair market value of the Shares at the close of business on the Grant Date, and the Options shall vest equally over 4 years at 12,500 Shares per year, beginning on January 1, 2025, and they shall terminate if not previously exercised 3 years after they vest. For clarity, the first batch of Options to purchase 12,500 Shares will vest on January 1, 2025, and will terminate if not previously exercised on December 31, 2028. View More

Compensation. Executive shall be paid compensation during the term of this Agreement as follows: a) 100,000 stock options to purchase shares company at $6.00 per share. Options will vest on December 31, 2020 to complete sign-on bonus A base salary of one hundred and twenty thousand dollars ($150,000) per year ($12,500 per month), payable in installments according to the Company's regular payroll schedule. The base salary shall be reviewed at the end of each year of service and adjusted by the Company's Compen...sation Committee of the Company's Board of Directors, at its sole discretion. b) Incentive compensation equal to one quarter of one percent (0.0025) of Net Revenue (as defined herein) paid in cash on an annual or quarterly basis pursuant to the Company's annual audit conducted by its independent auditor. Net Revenue shall mean total sales less returns and discounts. View More

Compensation. (i) Employee shall be paid a base pay of Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) annually during the remaining Term of this Agreement ("Base Compensation"). Employee shall be paid in equal installments on a bi-weekly basis and in accordance with the policies of the Employer during the term of this Agreement, but not less than twice a month. The Employee's salary may be increased from time to time by the Board, or the compensation committee of the Board, if any, in accordance ...with normal business practices of the Company. (ii) Employee is eligible for an annual performance bonus, if any, which Employee shall earn in the event that Employer attains certain performance milestones to be mutually determined by the Employee and the Board, or the compensation committee of the Board, if any (each, a "Bonus"), provided that the performance milestones and applicable percentage of the Bonus earned by Employee relating thereto for the first year of Term are set forth on Exhibit A attached hereto. For each year of the Term thereafter, the Employee and the Board, or the compensation committee of the Board, if any will memorialize, within thirty (30) days of the beginning of the fiscal year of the Company, the agreed upon performance milestones and potential Bonus in a written document. The Board, or the compensation committee of the Board, if any shall, in its reasonable discretion, authorize Employer to pay all of such annual Bonuses earned promptly after its determination that the performance milestones have been met, provided that each annual Bonus, if any, shall be paid by the Company to Employee within sixty (60) days of the end of the prior fiscal year of the Company. Employee shall also be entitled to option grants for the common stock of the Company pursuant to the TCCR 2021 Equity Incentive Plan and the initial option grant shall be for 1,000,000 shares of such common stock. The Board, or the compensation committee of the Board, if any may from time to time approve additional bonus plans, option or common stock grants or awards for Employee, in each case as the Board, or the compensation committee of the Board, if any deems appropriate in its sole discretion. Employer shall include Employee in its health insurance program, which shall include payment of premiums in accordance with the Company's current policies. Employee shall have the right to participate in any other employee benefit plans and arrangements established by Employer and maintained generally for other executives or employees, including but not limited to any matching 401(k) plan. Employee shall be entitled to 4 weeks of paid vacation per year. The Parties agree that the vacation is a limited ‘use it or lose it' policy, as it does not allow the carry over to other years of more than 2 weeks per year and cannot be cashed in in lieu of use. View More

Compensation. 4.01 Base Salary. During the Term, the Company shall pay to Employee a base annual salary of one million dollars ($1,000,000) ("Base Salary"), which salary shall be paid in accordance with the Company's normal payroll procedures and policies. 4.02 Annual Bonus. During the Term, Employee shall be eligible to receive a bonus pursuant to an annual performance-based incentive compensation program to be established by the Board, with Employee's annual target to be up to 150% of Employee's then Base S...alary; provided, however, that the Company reserves the right to establish such lesser target if done in good faith and as a result of Company's legitimate business needs. Notwithstanding the preceding sentence, Employee's bonus, if any, may be below (including zero), at, or above, the annual target based upon the achievement of the performance objectives, as determined by the Company in its sole discretion, and payment of any bonus described in this Section 4.02 shall be according to the established plan and subject to Employee's continued employment by the Company through the date the bonus is paid pursuant to the annual performance-based incentive compensation program. With respect to any bonus year during the Term, the Board or a committee thereof may in its discretion establish a maximum payout level, in excess of the annual target, to be payable to Employee to the extent that actual performance exceeds the performance objectives. 4.03 Benefits. During the Term, Employee may participate in all employee benefit plans or programs of the Company consistent with such plans and programs of the Company. The Company does not guarantee the adoption or continuance of any particular employee benefit plan or program during the Term, and Employee's participation in any such plan or program shall be subject to the provisions, rules and regulations applicable thereto. 2 4.04 Equity Awards. Following the CCO Effective Date, the Employee shall be eligible to participate in the Company's equity incentive plan then in effect and receive equity awards thereunder, as determined by the Board or a committee thereof in its sole discretion and subject to the terms of the Company's equity incentive plan then in effect and an applicable award agreement. Effective immediately prior to the closing of a Change in Control (as defined below in Section 7.06(b)), any unvested equity award, whether made before, on, or after the date of this Agreement, will accelerate and vest in full. 4.05 Expenses; Contributions. During the Term, the Company agrees to reimburse all reasonable business expenses incurred by Employee consistent with the Company's policies regarding reimbursement in the performance of Employee's duties under this Agreement. 4.06 Paid Time Off. During the Term, Employee shall be entitled to vacation, sick leave and holidays in accordance with the policy of the Company as to its senior executives. 4.07 Indemnification and Additional Insurance. The Company shall indemnify Employee with respect to matters relating to Employee's services as an officer of the Company or any of its affiliates, occurring during the course and scope of Employee's employment with the Company to the extent required by, and pursuant to the provisions in the, Delaware law. The Company may also cover Employee under a policy of officers' and directors' liability insurance providing coverage that is comparable to that provided now or hereafter to other senior executives of the Company. View More

Compensation. 3.02 Incentive Compensation. 3.03 Participating in Benefits. 3.04 Specific Benefits. 3.05 Indemnification.

Compensation. (a) Basic Compensation. In payment for services to be rendered by the Executive hereunder, the Executive shall be entitled to annual compensation of $360,000 per annum, less any withholding required by law, payable in cash monthly or on such more frequent schedule as the Company may elect. (b) Specified Employee. If the Executive is a "specified employee" of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code (the "Code") (or any successor provision), no payme...nt under this Section 4 in connection with the Executive's termination of employment (other than a payment of salary through the date of such termination, and payments on account of termination of employment by reason of death) shall be made until the date which is six (6) months after the date of the termination of the employment of the Executive (or, if earlier, the date of death of the Executive); provided further, if the Company determines based upon written advice of counsel that any such payment if made during the calendar year that includes the termination date would not be deductible in whole or in part by reason of Code § 162(m), such payment shall be made on January 2 of the following calendar year (or such later date as may be required under the preceding proviso if the Executive is a "specified employee"). View More

Compensation. (a) Base Salary: As compensation for Executive's services hereunder, the Company agrees to pay Executive a base salary at an annual rate of not less than $400,000, payable in accordance with the Company's normal payroll schedule, but no less frequently than monthly. The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation (the "Base Salary"). Executive's Base Salary ...shall be subject to review from time to time, based on corporate policy and contributions made by Executive to the enterprise, and may be increased, but not decreased, during the Employment Period. (b) Annual Cash Bonus: Beginning with calendar year 2022, Executive shall be eligible to receive an annual cash bonus award with a payout range of 0% - 100% of Executive's Base Salary (the "Cash Bonus"), upon achievement of the performance metrics adopted by the Company's Board of Directors (the "Board") or the Compensation Committee of the Board (the "Committee") in connection with the Short-Term Annual Cash Bonus Program described in the Executive Incentive Program (the "Incentive Program") attached as Exhibit A ("Performance Metrics"). Executive shall be entitled to payment of the Cash Bonus quarterly for any calendar quarter that the Performance Metrics are met during the Employment Period. The Company agrees that it shall not eliminate the Cash Bonus or Executive's eligibility to receive a Cash Bonus for the duration of the Employment Period. (c) Equity Incentive Plan. Upon execution of this Agreement, Executive shall receive an initial grant of 5,000 restricted stock units ("Signing RSUs") under the Company's 2017 Executive Incentive Plan (the "Plan"). In addition to the Signing RSUs, Executive shall receive, within thirty (30) days of the Effective date, a first-year annual grant of restricted stock units ("RSUs") having a value equal to 1.5 times Executive's Base Salary (the "Initial RSUs"). Thereafter, during the Employment Period, Executive shall receive additional annual grant of RSUs having a value equal to 1.5 times Executive's Base Salary in effect at the time of such annual grant, subject to the Plan (or such other equity incentive plan as may be in effect at such time) (the "Annual Equity Grant"). Signing RSUs and Initial RSUs will vest over three years, with the first one-third of such RSUs vesting on the first anniversary of the Effective Date and subsequent installments vesting in equal quarterly installments over the subsequent two years. Subsequent Annual Equity Grants will vest in equal quarterly installments over three years. The Company agrees that it shall not eliminate the Annual Equity Grants, or Executive's Eligibility thereunder, for the duration of the Employment Period. (d) Other Expenses: In addition to the compensation and benefits provided for above, the Company agrees to pay or to reimburse Executive during Executive's employment for all reasonable, ordinary, necessary, and properly documented business expenses incurred in the performance of Executive's services hereunder in accordance with Company policy in effect from time to time. - 2 - (e) Paid Time Off: Executive shall be allowed four (4) weeks of paid time off per calendar year, to be taken at times selected by Executive, as well as paid holidays, sick leave, and personal days in accordance with the Company's policies (collectively, "PTO"). Executive's accrued, unused PTO shall carry over from year to year and be paid out to Executive at time of separation of employment regardless of the reason. (f) Benefits. In addition to Executive's compensation provided by the foregoing, Executive shall be entitled to the benefits available generally to the Company's executive level employees pursuant to the Company's benefits programs which may now or, shall hereafter be in effect, or otherwise established by the Company, subject to the applicable terms and conditions of the benefit plans in effect at that time. Nothing herein or otherwise shall affect the Company's ability to modify, alter, terminate, or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law. View More

Compensation. Base Salary. During the Employment Term, the Company will pay Executive an annual salary of $426,400 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 withholdings. Target Bonus. Executive will be eligible to receive an annual bonus of up to forty percent (40%) of Executive's Base Salary, less applicable withholdings, upon achievement of performance object...ives to be determined by the Board in its sole discretion (the "Target Bonus"). The Target Bonus, or any portion thereof, will be paid as soon as practicable after the Board determines that the Target Bonus has been earned, but in no event shall the Target Bonus be paid after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company's fiscal year in -1- which the Target Bonus is earned or (ii) March 15 following the calendar year in which the Target Bonus is earned. Review and Adjustments. Executive's Base Salary, Target Bonus, and other compensatory arrangements will be subject to review and adjustment in accordance with the Company's applicable policies, subject to Executive's ability to resign for Good Reason and receive severance benefits as set forth in Section 7. View More

Compensation. 2.1 Salary. For services to be rendered hereunder, Executive shall receive an initial base salary at the rate of $425,000 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 t...arget amount of forty percent (40%) 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). 2.3 Equity. The stock options and other stock-based awards held by Executive shall continue to be governed by the terms and conditions of the Company's applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such stock options and other stock-based awards (collectively, the "Equity Documents"); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 5.3(ii)(b) of this Agreement shall apply in the event of a termination of Executive's employment by the Company without Cause or by Executive for Good Reason, in either case within the Change of Control Period (as such terms are defined below). View More