Compensation Contract Clauses (7,502)

Compensation. (a) In consideration of your services, you will be paid an annual rate of $500,000.00, on a biweekly basis, payable in accordance with the Company's prevailing payroll practices. (b) You will receive a target bonus of 85% of your annual base salary, the amount of which to be determined at the Company's sole discretion. Annual target bonus payouts are based on both individual and Company performance, and will be paid in accordance with the Company's bonus distribution schedule. (c) You are eligib...le for a $500,000.00 sign-on bonus payment, subject to standard tax withholdings. This eligibility is contingent upon acceptance of the Change Healthcare Bonus Repayment Agreement, hereto attached as Annex A. For more information on the process, please contact your local Human Resources Representative. Initial: (Company Rep) TL (Employee) (d) You are eligible for a $500,000.00 retention bonus payment, subject to standard tax withholdings, to be paid in March 2019. This eligibility is contingent upon acceptance of the Change Healthcare Bonus Repayment Agreement, hereto attached as Annex B. For more information on the process, please contact your local Human Resources Representative. (e) Equity: Contingent upon approval of the Change Healthcare, LLC (or related entity) Board of Directors, you will be eligible to receive an option to purchase 4,300 shares (the "Shares") under the Change Healthcare, LLC (or related entity) Equity Incentive Plan (the "Equity Plan"). The Shares will be subject to the terms and conditions of the Equity Plan and the award agreement which you will be required to sign in order to participate in the equity plan. View More

Compensation. In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company agrees compensate the Consultant with an annual fee of $90,000.00 USD (the "Fees"), consisting of shares of the Company's common stock with a value of $45,000 and a cash payment of $45,000. The Company shall pay the Fee as follows: (i) shares of the Company's common stock will be issued to the Consultant within five (5) days of the Effective Date based on the closing price of the Compa...ny's common stock on the Effective Date; and (ii) the Company will pay the Consultant $3,750 per month in cash payable [on the first] of each month. View More

Compensation. 3.1Base Salary. 3.2Incentive Bonus. 3.3Employee Benefits.

Compensation. (a) Base Consulting Fee. You will be paid a monthly base consulting fee of twenty thousand dollars ($20,000), which will be paid in accordance with the Company's regular payroll practices. (b) Performance Cash Bonus. You shall be entitled to a cash bonus in the amount of 50% of your total Base Consulting Fee, that is contingent on the Company being approved to uplist its common stock to the Nasdaq stock exchange. Such bonus shall then be payable on January 31, 2020 so long as you are a consultan...t of the Company at such time. (c) Equity Grant. The Board has agreed to grant to you on the date of this Agreement 100,000 options to purchase common stock under the Company's current Stock Option and Equity Incentive Plan. The options shall vest on January 31, 2020, so long as you are a consultant of the Company at such time and the Company has been approved to uplist its common stock to the Nasdaq stock exchange. The grant is subject to final approval by the Board. The options will have an exercise price equal to the closing price of the Company's common stock on the Start Date, as quoted on the OTCQB under the symbol RLMD. The options have a term of 10 years starting from the first day of your consulting relationship with the Company. View More

Compensation. Your annual base salary will be $375,000; paid semi-monthly (on the 15th and last day of each month) consistent with our standard payroll procedures and reduced by payroll deductions and all required withholdings.

Compensation. Your base salary will be at the rate of $300,000 per year, less payroll deductions and all required withholdings. You will be paid semi-monthly on the Company's regularly scheduled pay dates. In addition, each calendar year, you will be eligible to earn an additional cash bonus with a target bonus of 35% of your base salary, based on the Company's assessment of your individual performance and overall Company performance. In order to earn and receive the bonus, you must remain employed by the Com...pany through and including the bonus payout date, which will be on or before March 15 of the year following the year for which it is paid. The determination of whether you have earned a bonus and the amount thereof shall be determined by the Company in its sole and absolute discretion. As your start date will be in the 4th quarter of 2019 and normally you would not be eligible for a 2019 bonus, the expected bonus payout from your prior employer has been taken into account for the sign-on bonus (see below). You will receive 17 days of vacation annually. Your vacation will be prorated for 2019 based on your Start Date. Beyond 2019, your vacation will vest according to company policy with a starting base of 17 days being in effect and up to 5 days of vacation carry over to the next year. You will also receive a sign-on/relocation bonus of $130,000 (the "sign-on bonus"), with $80,000 payable on the Company's next regularly scheduled pay date following your Start Date, and $50,000 payable on or before March 15 timed with regular Rocket bonus payouts. If you leave the Company prior to the one year anniversary of your Start Date, you are responsible for reimbursement of the sign-on bonus to the Company within 30 days following the date of termination of employment. In addition, you will be eligible to participate in benefits under any benefit plan or arrangement that may be in effect from time to time and made available to similarly situated Company employees. The Company reserves the right to modify, add or eliminate benefits from time to time. Your healthcare coverage benefits will commence on the first day of your employment. You will also be eligible to participate in a Company-sponsored 401(k) plan with 4% Company match and immediate 100% vesting. View More

Compensation. As compensation for the services provided herein, the Company shall pay to Director an amount equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company's common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The D...irector shall begin receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. View More

Compensation. 2.1Compensation. 2.2Reimbursement of Expenses. 2.3Benefits. 2.4No Additional Obligation / Fair Market Value.

Compensation. 2.1 Compensation. In exchange for the timely completion of Services during the Term, Agenus shall pay Consultant a retainer of $10,000 per month. All payments shall be made to Consultant within thirty (30) days after the last day of each calendar month during the Term without the need for an invoice. The total Fees during the Term shall not exceed $120,000 without amendment to this Agreement. All compensation and expense reimbursements to be paid under this Agreement shall be paid to Consultant ...in U.S. Dollars. Consultant acknowledges and agrees that payments made hereunder are for Services performed by Consultant. No payments shall be passed through to third parties on behalf of Agenus without a valid invoice or other written documentation between the Parties evidencing such payment arrangement. 2.2 Reimbursement of Expenses. Agenus shall reimburse Consultant for reasonable travel and other out-of-pocket expenses incurred by Consultant in performance of the Services and in accordance with Agenus's Travel & Expense Policy and Procedures, as may be amended from time to time by Agenus, provided that Consultant shall have submitted to Agenus written expense statements and other supporting documentation in a form that is reasonably satisfactory to Agenus. Agenus shall provide Consultant with a check for any amounts due under this Section 2.2within forty-five (45) days after Agenus receives satisfactory documentation. 2.3 Independent Contractor. Consultant is an independent contractor of Agenus. Consultant acknowledges and agrees that Agenus will not provide Consultant with any employment benefits. Consultant is also responsible for the payment and the withholding of all applicable taxes, levies and/or duties applicable to all compensation and/or reimbursements paid to Consultant hereunder in accordance with all applicable laws, rules and regulations. 2.4 No Additional Obligation/Fair Market Value. Consultant acknowledges and agrees that the compensation payable hereunder represents Agenus's full and complete obligation for any and all Services to be rendered by Consultant under this Agreement. Consultant further represents to Agenus that the compensation paid hereunder represents fair market value for Consultant's time and the Services hereunder and is consistent with fees paid to Consultant for similar time and services provided by Consultant to others. Both Parties acknowledge that the compensation is not determined in a manner that takes into account the volume or value of any future business that might be generated between the Parties. In addition, Consultant and Agenus acknowledge that nothing in this Agreement shall be construed to require Consultant to promote, purchase, prescribe, or otherwise recommend any Agenus products being marketed or under development. Exhibit 10.1 3. Term and Termination. 3.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year, unless extended by mutual written agreement of the Parties, or earlier terminated in accordance with the provisions of this Article 3. 3.2 Termination for Convenience. Either Party may terminate this Agreement with or without cause upon seven (7) days prior written notice to the other Party with no further obligation, other than payment of compensation in accordance with Article 2 for Services rendered in accordance with this Agreement prior to the date of such termination notice. 3.3 Immediate Termination by Agenus. In addition, Agenus may terminate this Agreement immediately upon written notice to Consultant (or his legal representative) in the event (i) of the death or legal incapacity of Consultant or (ii) that Consultant is otherwise no longer able to perform the Services or (iii) if Consultant breaches or threatens to breach any provision of Sections 1.2, 1.3, 1.4, 7.3 or Articles 4, 5 or 6. 3.4 Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 4, 5 and 6; Sections 1.2, 1.4, 7.3 through 7.10, and this Section 3.4. View More

Compensation. (a) Cash Compensation. The Director shall receive one thousand dollars ($1,000) each quarter in arrears for participation in quarterly Board and Committee meetings, including the annual stockholders' meeting. There will be no additional compensation for ad hoc or preparatory meetings or for being the chair of a Committee, other than the Audit Committee and only if appointed the Chair of the audit committee or for being a regular or non-Chair member of the audit committee and holding a valid CPA ...license. The Chair of the Audit Committee will receive fifteen thousand dollars ($15,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year and any regular, non-Chair audit committee member holding a valid CPA license will receive five thousand dollars ($5,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year. 1 of 16 Initials: (b) Restricted Stock Units. The Director shall receive sixty-six thousand six hundred and sixty-seven (66,667) restricted stock units convertible into the Company's common stock at the start of the Directorship Term, pursuant and subject to the Company's 2015 Equity Incentive Plan. Such shares shall vest in 3 stages: (1) 22,223 on August 29, 2020, (2) 22,222 on August 29, 2021, and (3) 22,222 on August 29, 2022. Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested shares shall be irrefutably forfeited. Furthermore, the Director agrees that the shares shall be subject to any "lock up" agreement required to be signed by the Company's officers in connection with any financing. (c) Independent Contractor. The Director's status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith. (d) Expense Reimbursements. Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, the Company will reimburse Director for all reasonable out-of-pocket expenses incurred in connection with the performance of Director's duties under this Agreement during the Directorship Term. Any reimbursements for out-of-pocket expenses of the Director in excess of $500.00 must be approved in advance by the Company. View More