Compensation Contract Clauses (7,502)

Compensation. The Executive's compensation provisions set forth in Sections 8.1, 8.2 and 8.3 of the Employment Agreement shall be deleted and replaced with the following: 8.1. Annual Compensation. Executive shall be paid a base salary of four hundred thousand dollars ($400,000.00) payable bi-weekly in 26-equal amounts. Executive's position is a regular, fulltime position classified as "exempt" and thus Executive is not eligible for overtime compensation. 8.2. Bonus: For each fiscal year of Executive's employm...ent hereunder, Executive shall be eligible to receive an annual bonus (the "Annual Bonus"). However, the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Compensation Committee of the Company's Board of Directors and shall be subject to the terms of the Company annual bonus plan under which it is granted. In addition, in order to be eligible to receive an Annual Bonus, Executive must be employed by the Company on the last day of the applicable fiscal year that Annual Bonuses are paid. Notwithstanding anything to the contrary herein, for the fiscal year ending December 31, 2022 and all subsequent years in which the Executive is employed by the Company, Executive, shall be paid an Annual Bonus equal to (i) 75% of base salary if the Company's GAAP consolidated operating income for the combined period from January 1 through December 31 of the calendar year exceeds $0, and (ii) 50% of base salary if the Company's GAAP consolidated operating income for the combined period from January 1 through December 31 of the calendar year is less than $0, provided that certain additional objectives are met, as set and determined by the Compensation Committee of the Company's Board of Directors. 8.3. Equity Awards. In consideration of Executive's continued employment, on the date hereof, the Company will grant to Executive a restricted stock unit grant representing the right to receive up to 284,900 shares of common stock under the Sunworks, Inc. 2016 Equity Incentive Plan (the "Plan"), which shall vest in full on the date that the Administrator (as defined in the Plan) certifies receipt by the Company of an audit report from its independent auditors in which the Company's EBITDA (as defined below) for the combined period from January 1 through December 31 of the calendar year exceeds $0. All other terms and conditions of such award shall be governed by the terms and conditions of the Plan and the applicable award agreement. "EBITDA" means the consolidated earnings of the Company and its subsidiaries before interest, taxes, depreciation and amortization, as calculated using the audited financial statements of the Company. View More

Compensation. (a) Base Salary. The Employer shall pay to Employee a base salary at a rate per annum of $975,000, payable in accordance with the normal payroll practices of Employer. (b) Incentive Compensation. Employee shall be eligible to participate in, and earn an annual bonus under, the management incentive programs adopted by the Employer from time to time, subject to all terms and conditions thereof, based upon the achievement of performance targets established in the sole discretion of Employer.

Compensation. 3.1 Base Salary. The Company hereby agrees to continue to pay to Executive an annualized base salary (the "Salary") payable in equal installments on the Company's regularly-scheduled paydays as it is earned, subject to all applicable federal, state and local income and employment taxes and other required or elected withholdings and deductions, in the amount of Three Hundred Twenty Five Thousand Dollars ($325,000) per year. Executive's Salary will be reviewed annually by the compensation committe...e (the "Compensation Committee") of the Board, or the full Board, taking into account the performance of Executive, the performance of the Company and other information deemed appropriate by the Compensation Committee, and may be adjusted by the Compensation Committee or the Board in their sole discretion (in which case such new amount shall be the "Salary" hereunder). 3.2 Annual Cash Bonus. For the calendar year ending December 31, 2022 and each subsequent calendar year of the Term, Executive shall be entitled to receive a cash incentive award (the "Annual Cash Bonus") of up to Two Hundred Fifty Thousand Dollars ($250,000) for meeting the performance targets determined by the Compensation Committee. Within ninety (90) days after the end of the 2022 calendar year and each calendar year thereafter during the Term, the Board shall consult with Executive and shall determine and approve Executive's Annual Cash Bonus taking into account the performance targets established for Executive, it being understood that the Compensation Committee (or the independent members of the Board) shall be entitled to award the Annual Cash Bonus in an amount greater than $250,000 for performance at greater than target levels. Subject to any valid deferral election by Executive, the applicable Annual Cash Bonus shall be paid in a cash lump sum as soon as reasonably practicable following the Board's approval thereof, provided that Executive remains employed through such date, but in no event later than April 15 of the calendar year following the calendar year for which the applicable Annual Cash Bonus is being awarded. 3.3 Equity Compensation. In connection with Executive's agreement for continued employment as Chief Executive Officer of the Company as contemplated hereby, the Company granted to Executive One Hundred Twenty-Five Thousand (125,000) shares of restricted common stock, which shall vest annually over a period of two years under the Company's 2021 Long-Term Incentive Plan. Executive will be eligible for future grants of long-term incentive and equity compensation awards at the good faith discretion of the Compensation Committee, based upon the Compensation Committee's evaluation of his performance, the Company's performance, and peer company compensation practices, in accordance with the terms and conditions of any applicable policy of the Company in effect during the Term. View More

Compensation. So long as he is employed hereunder the Company shall pay to the Employee as compensation for his services, and the Employee agrees to accept a salary of Two Hundred and Forty Thousand Dollars ($240,000.00) per annum or such higher sum as the Company may award to the Employee. Payable in equal bi- weekly or monthly installments beginning with the first day of each month or other payroll practices in effect from time to time at the Company, but no less than once a month. All payments to the Emplo...yee hereunder shall be subject to all required Federal, State and Local tax withholdings, except as noted in paragraph #11 hereunder. View More

Compensation. 2.1 Base Salary. Your annual base salary will initially be as set forth on the attached Schedule A ("Annual Base Salary") and paid according to the Company's regular payroll practice throughout the calendar year, pro-rated for any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process. 2.2 Bonus. All an...nual bonuses to which you are entitled, if any, shall be listed on the attached Schedule A and updated annually. Unless stated explicitly otherwise, all bonuses shall only be as approved by the Board of Directors of the Company in its sole and absolute discretion. 2.3 Equity Compensation. All equity compensation to which you are entitled, if any, shall be listed on the attached Schedule A. View More

Compensation. Executive will be compensated during the Employment as follows, subject to required tax deductions and withholdings: (a) Salary. Executive's salary will be $575,000 per year (or a prorated weekly amount for any partial year) subject to normal payroll deductions and will be payable in accordance with the Company's normal payroll practices. The Company will review Executive's salary annually in accordance with the Company's normal procedures and may increase (but not decrease) Executive's salary t...o reflect the Company's determinations of Executive's performance, Company performance, business or economic conditions, or changes in Executive's duties and responsibilities. (b) Annual Incentive Plan. Beginning with the 2022 plan year, Executive will participate in the Hagerty Amended and Restated Annual Incentive Plan or any successor Company annual bonus plan ("Annual Incentive Plan") in accordance with the terms of the plan. The Company will continue an Annual Incentive Plan under which Executive's target incentive payment for each calendar year will be at least 100% of Executive's Salary (with a payout range of 0% to 200%), with any payments under the plan to be determined under the terms of the plan based on attainment of Company and individual goals as provided in the plan, and subject to Executive's continued Employment with the Company through the end of the plan year for which such incentive payment is earned. (c) Stock Incentive Plan. Executive will participate in the Company's Stock Incentive Plan or any successor Company long-term bonus plan ("Stock Incentive Plan") in accordance with the terms of the plan. Executive will be eligible for awards under the plan at 175% of Executive's Salary, with any awards to be determined under the terms of the plan, and subject to Executive's continued Employment with the Company. (d) Paid Time Off. Executive will be entitled to a minimum of 4 weeks of paid time off per year, to be administered in accordance with Company policy, which is subject to change from time to time in the Company's discretion. Paid time off will be taken at such times as are consistent with the reasonable business needs of the Company. (e) Benefits. Executive will be eligible to participate in fringe benefit programs covering the Company's salaried employees as a group and in any other Company benefit programs and policies applicable under Company policy to senior executives. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs and policies are subject to change from time to time in the Company's discretion. (f) Car Allowance. Executive will receive an annual car allowance of $20,000 per calendar year, to be paid monthly during the year, less required deductions and withholdings. (g) Business Expenses. The Company will reimburse Executive for reasonable, ordinary and necessary business expenses that are specifically authorized or are authorized by Company policy, subject to Executive's prompt submission of proper documentation for tax and accounting purposes. Such expenses will be reimbursed within 30 days after Executive submits such documentation, but in no event later than the fifteenth day of the third month after the end of the year in which the expense is incurred. (h) Signing Bonus. The Company will pay Executive a signing bonus of $100,000, less required deductions and withholdings, once Executive has signed this Agreement. Executive agrees that if Executive resigns other than for Good Reason, death or disability during the first 12 months after the Effective Date, Executive will repay the signing bonus to the Company. (i) Equity Grant. Upon approval by the Company's Board of Directors, the Company will issue Executive an equity grant of $500,000 under the terms of the Company's Stock Incentive Plan or any successor Company long-term bonus plan ("Stock Incentive Plan") in accordance with the terms of the plan, and subject to Executive's continued Employment with the Company. View More

Compensation. Executive's base annual salary upon signing this Agreement shall be $404,250. Executive's performance shall be reviewed annually thereafter. Adjustments in salary may be made from time to time in the sole discretion of the Board. Salary shall be paid in arrears in accordance with Company's regular payroll practices and subject to applicable income and employment tax withholding and authorized deductions.

Compensation. During her period of employment hereunder, The Company will pay the employee a gross annual base salary (see below), paid bi-weekly, less applicable withholdings and deductions, payable in accordance with the Company's normal payroll practices. The annual salary of $160,000 Canadian Dollars (the "Salary") shall be paid as described below. The parties shall review the Salary and terms of compensation on an annual basis and may, but are not required to, make upward adjustments from time to time. (...i) The Employee shall be paid cash compensation of $100,000 Canadian Dollars per annum paid bi-weekly; The salary shall be paid by direct bank deposit and in Canadian Dollars. (ii) For this agreement, and as an exception to all regular payments to the employee stated in this agreement, the parties have agreed that all salaries accumulating between date of employment commencing and until January 15, 2021, shall be paid in one payment to the employee no later than January 15, 2021. (iii) All salary payments due from January 15, 2021 and forward shall be paid on their regular date. (iv) The Employee shall be paid the remaining $60,000 Canadian Dollars of annual salary by way of the quarterly issuance of unregistered restricted shares of common stock of Golden Star (the "Shares"), in arrears, and valued at a 10% discount to the market price of the Shares based on the 10 day trading average of the Shares on OTCMarkets at time of payment or such other quotation system as Golden Star may be quoted as of the last day of the quarter for which the shares shall be issued. The Company will apply the exchange rate from Canadian to United States Dollars as of the date of each respective quarterly share issuance which shall be based on $15,000 Canadian Dollars at the United States Dollar equivalent prior to determining the number of issuable compensation shares. View More

Compensation. Salary. During the Term, the Corporation shall pay the Executive a salary in the amount of Twelve Thousand Five Hundred Dollars ($12,500) per month. Bonus. The Corporation's Board of Directors retains the discretion to award to the Executive an annual bonus. The amount of such bonus will be decided by the Board of Directors in its sole discretion.. c. Stock Options. The Corporation. shall grant 5,000,000 stock options to Executive pursuant to the Corporation's Stock Option Plan at an exercise of... $0.018 / share. All options shall vest annually from the grant date over a three year period and shall terminate on the tenth anniversary of the date of grant, except that all unvested stock options shall vest immediately if the Corporation terminates Executive's employment without Just Cause, or Executive resigns for Good Reason d. Expenses. The Corporation shall pay Executive's out of pocket expenses provided such expenses are within the Corporation's guidelines. The Executive shall provide the Corporation with an expense report and such substantiating documents as the Corporation requests from time to time. View More

Compensation. 3.1Salary. 3.2Cash Bonus. 3.3Performance Incentive Options. 3.4Benefits. 3.5Vacation. 3.6Required Taxes and Withholdings. 3.7Insurance.