Compensation Contract Clauses (7,502)

Compensation. Section 2(c)(iii) of the Agreement is hereby amended to add the following subsection 2(c)(iii)(C): (C) Stock Bonus. On or about January 1, 2019, Executive shall be granted a number of shares of unrestricted Common Stock (rounded to the nearest whole share) valued at $40,171, which is the product of (x) 1.4 and (y) the difference between (1) the Annual Base Salary increased by 2% per year from the Effective Date through December 31, 2018, and (2) the Annual Base Salary as of December 31, 2018; pr...ovided, however, that applicable tax withholdings shall be deducted from the gross value of the shares to determine the net value of the shares to be awarded. The number of shares to be awarded shall be based on the Fair Market Value of the Common Stock as of December 31, 2018. The shares of stock will be fully vested immediately on the date they are granted, and the award shall be further 1 evidenced by an Award agreement, as contemplated by the 2014 Queso Holdings Inc. Equity Incentive Plan.3. Obligations of the Company upon Termination. Section 4(d) of the Agreement is hereby amended to read as follows: (d) Expiration of the Employment Period. If Executive's employment shall be terminated by reason of the expiration of the Employment Period as a result of either (x) the Company's non-extension of the Agreement without Cause, or (y) Executive's non-extension of the Agreement for Good Reason, then the Company will provide Executive with the Accrued Obligations and, subject to Section 4(e), the Severance Payment. Thereafter, the Company shall have no further obligation to Executive or Executive's legal representatives. View More

Compensation. (a)Salary. The Executive's base salary for the Term will be at a rate of $36,667 per month (such salary payable under this Section 4(a), the "Base Salary") commencing on November 1, 2018. The Base Salary shall be paid in accordance with the Company's payroll practices and policies then in effect. (b)Bonus. Executive shall not be eligible to receive any bonus in connection with his employment hereunder. (c)Fringe Benefits. Executive shall be added or continued, as the case may be, as an insured u...nder the Company's officers and directors insurance policy and all other policies that pertain to officers and/or directors of the Company. (d)Reimbursement of Expenses. The Company shall pay to the Executive the reasonable expenses incurred by him in the performance of his duties hereunder, including, without limitation, expenses related to cell phones, smartphones and laptop computers and such other expenses incurred in connection with business related travel or entertainment in accordance with the Company's policy, or, if such expenses are paid directly by the Executive, the Company shall promptly reimburse the Executive for such payments, provided that the Executive (i) properly accounts for such expenses in accordance with the Company's policy and (ii) has received prior approval by the Board for major expenses. View More

Compensation. (a) Base Salary. The Company shall pay Employee a minimum annual salary of one hundred eighty-one thousand six hundred seventy dollars ($181,670), or in the event of any portion of a year, a pro rata amount of such annual salary. Employee's salary will be payable as earned in accordance with the Company's customary payroll practice. Employee shall also be annually reviewed and eligible for merit increases. Such shall be based on his base salary and subsequent performance review, on his anniversa...ry date beginning January 1st, 2019, and each year thereafter while Employee is employed by the Company. (b) Annual Bonus. Beginning the fiscal year ending December 31, 2018, Employee will be eligible to receive cash bonus compensation based upon overall profitability of the Company and with consideration of any special situations which the Employee may have demonstrated exemplary performance. CONFIDENTIAL (c) Equity Compensation. The Company shall award options and/or RSUs periodically at the discretion of the Board of Directors and per demonstrated merit. (d) Benefits. Employee is eligible to participate in Iradimed employee benefit plans that apply to all Employee employees generally, including without limitation, deferred compensation, health and dental insurance programs, 40l(k) plan, and PTO based on years of service. View More

Compensation. a) Base Salary: You will be paid at the rate of $30,416.66 per month (which is equivalent to $365,000 on an annualized basis), less payroll deductions and withholdings (the "Base Salary"), payable pursuant to the Company's regular payroll practices. The Base Salary will be reviewed annually as part of the Company's normal salary review process. b) Annual Bonus: You will be eligible to participate in the Company's executive bonus plan where your target bonus will be 60% of your base salary.

Compensation. (a)During the Employment Period, your base salary will be $450,000.00 per annum (your "Base Salary"). Your Base Salary will be payable in regular installments in accordance with the Company's general payroll practices and subject to withholding and other payroll taxes. Your Base Salary may be reviewed annually (beginning on or about the first anniversary date of this amended letter agreement) by the Board and may be increased by the Board in its sole discretion. Unless agreed by you in writing, ...your Base Salary may not be decreased by the Board or otherwise. (b)You will also be entitled, conditioned upon your continued employment with the Company or one of the Company Affiliates through and including the applicable date of payment, to receive one or more special bonuses (each, a "Performance Bonus"), in such 1485734v2 amount(s), for such period(s) and based on such criteria as determined from time to time, and if ever, by the Board in the Board's sole discretion. (c)During the Employment Period, you will be entitled to participate in all employee benefit programs, including without limitation health/medical insurance, for which senior executive employees of the Company are generally eligible, subject to applicable plans and policies as may be amended from time to time, in the sole discretion of the Board. During the Employment Period, you will be entitled to four weeks paid vacation during each calendar year, with such vacation time pro-rated for any partial calendar years during the Employment Period; provided, however, that no carry-over of unused vacation time shall be permitted and no compensation shall be paid for any such unused vacation time. (d)The Company shall reimburse you for all reasonable out-of-pocket business expenses incurred by you on behalf of the Company during the Employment Period; provided that you properly account to the Company for all such expenses in accordance with the policies of the Company and the rules, regulations and interpretations of the U.S. Internal Revenue Service relating to reimbursement of business expenses ("Expenses"). (e)During the Employment Period, the Company will maintain Directors and Officers Liability Insurance coverage that includes coverage of you, subject to the terms and conditions of such policy and with limits customary for similarly situated companies. (f)You shall continue to hold the Option (as defined in your March 15, 2017 letter agreement with the Company), pursuant to the terms of that March 15, 2017 letter agreement, as the 2015 Plan and Option Agreement (each as defined in the March 15, 2017 letter agreement) may be amended. View More

Compensation. 2.1Salary. 2.2Performance Bonus. For each full calendar year during the Executive's employment, Executive will be eligible to earn a performance bonus of up to 50% of the Executive's Base Salary (the "Performance Bonus") based upon the following criteria: (i) attainment of corporate objective(s) according to the milestones as determined by the Compensation Committee of the Board of Directors (the "Committee") and communicated to the Executive in writing; and (ii) attainment of personal performan...ce objectives according to the milestones as determined by the Chief Executive Officer in consultation with the Committee and communicated to the Executive in writing. The achievement of and amount of the Performance Bonus as measured by the foregoing criterion shall be determined by the Committee in its sole and absolute discretion. For the 2018 partial year period, the Performance Bonus as will be paid on a pro-rata basis to the extent that it is determined by the Committee to have been earned based on the criteria as previously established by the Committee. Any subsequent year Performance Bonus criteria will be determined by the Committee and shall supersede any prior criteria. Executive must remain an active employee through and including the end of any given Performance Bonus determination period and any such bonus will be paid on or before February 15 of the year following the year in which the Executive's right to such amount became vested. Executive will not be eligible for, and will not earn, any Performance Bonus (including any prorated amounts) if Executive's employment terminates for any reason before the end of the calendar year, except as expressly contemplated in in this Agreement. 2.3Equity Award. It will be recommended to the Board of Sientra that you receive a grant of 50,000 Restricted Stock Units ("RSU") in Sientra, which shall vest over a three-year time period commencing on the first business day of the month after the Effective Date (the "Vesting Calculation Date"), with one-third (1/3) vesting on the first anniversary of the Vesting Calculation Date, one-third (1/3) vesting on the second anniversary of the Vesting Calculation Date, and the remaining one-third (1/3) vesting on the third anniversary of the Vesting Calculation Date. Such grant shall be subject to your execution of Sientra's standard RSU agreement and your continued service with the Company. The restricted stock units shall be governed by the RSU agreement and related equity incentive plan of the Company, respectively. 2.4Relocation Expenses. The Company will reimburse Employee up to a total of $100,000 for reasonable out-of-pocket costs associated with moving Employee's primary residence to Santa Barbara County within twelve months of the Effective Date 2.5Company Benefits. Executive shall be entitled to participate in all employee benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its senior executive employees. The Company reserves the right to cancel or change the benefit plans or programs it offers to its employees at any time. View More

Compensation. 3.1 Salary. 3.2 Bonus. 3.3 Vacation. 3.4 Business Expenses.

Compensation. (a) The Company agrees to pay Director a fee of $50,000 as an annual retainer. Additionally, Director will receive a restricted stock award under the Company's 2014 Stock Incentive Plan of 22,000 shares of common stock, vesting on the first anniversary of the date of grant. The Company and the Director acknowledge that under the Bylaws of the Company, the Board of Directors shall have authority to fix the compensation of directors. (b) During the Directorship Term, the Company shall reimburse th...e Director for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company. (c) The Company will maintain a customary director and officer liability insurance policy for all Board members and such policy will cover Director to the same extent as other directors and officers covered under the policy. (d) 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. View More

Compensation. In full payment for Executive's services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4. 4.1Salary. During the Term, Employer shall pay Executive a base annual salary (the "Base Salary"), before deducting all applicable withholdings, of $900,000 per year, payable at the times and in the manner dictated by Employer's standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation C...ommittee of the Board of Directors of Employer (the "Compensation Committee") or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term. 4.2Performance Bonus; Long-Term Incentive Equity Awards. During the Term, in addition to the Base Salary, Employer may, in the sole and unfettered discretion of the Compensation Committee, pay to Executive an annual bonus and long-term incentive equity award. 4.3Benefits. Executive shall, subject to the terms and conditions of any applicable benefits plan documents and applicable law, be entitled to receive all benefits of employment generally available to other similarly situated executives of Employer when and as he becomes eligible for them, including medical, dental, life and disability insurance benefits. Employer reserves the right to modify, suspend or discontinue any and all of the above benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives of Employer and does not single out Executive. 4.4Taxes and Withholdings. Employer may deduct from all compensation payable under this Agreement to Executive any taxes or withholdings Employer is required to deduct pursuant to state and federal laws or by mutual agreement between the parties. Employee is solely liable for any and all taxes beyond those specifically withheld by Employer. View More

Compensation. (a) Base Salary. The Company shall pay to Executive as base compensation for all of the services to be rendered by Executive under this Agreement a salary at the rate of $245,000 per annum (the "Base Salary"), payable in accordance with such normal payroll practices as are adopted by the Company from time to time, subject to withholdings for federal, state and local taxes, FICA and other withholding required by applicable law, regulation or ruling. The Base Salary shall be reviewed at least annu...ally. Unless the Company and Executive mutually agree otherwise, Executive's annual salary shall not be reduced by more than ten percent (10%) of Executive's then current Base Salary unless as part of an overall compensation reduction at the Company that impacts salaries of all executives of the Company. In addition, Executive shall be eligible for an annual bonus with a target of forty percent (40%) of Base Salary. The amount of such annual bonus. if any, shall be decided by the Chief Executive Officer. subject to the approval of the Company's Board of Directors, and shall be based upon achievement of both personal and corporate objectives. The annual bonus payable with respect to any fiscal year shall be paid no later than 2 1/2 months following the end of such fiscal year. Executive's bonus for 2010 shall be prorated based upon his start date. (b) Reimbursement of Expenses, Company Facilities. The Company shall pay or reimburse Executive for all reasonable. ordinary and necessary travel and other expenses incurred by Executive in the performance of Executive's obligations under this Agreement, in accordance with the Company's travel and expense reimbursement policies for management employees. The Company shall provide to Executive, at the Company's principal place of business, the necessary office facilities and equipment to perform Executive's obligations under this Agreement. (c) Relocation Benefits. Executive's principal office will be in Itasca, IL, and Executive may relocate his residence to the metropolitan Chicago area. The Company will provide relocation benefits as and to the extent set forth in Exhibit B hereto: provided, however, that such benefits shall expire on the first anniversary of the Effective Date. The Company makes no representation as to the proper tax treatment of reimbursed relocation benefits on executive's federal or state income tax returns, and Executive is responsible for obtaining independent advice from his personal tax advisor. (d) Vacation and Personal Time Off. Executive shall be entitled to 24 days of paid time off (PTO) per calendar year. Executive's PTO accrual shall be prorated during Executive's first year of employment. (e) Benefits. Executive shall be eligible to participate in all normal company benefits including the Company's 401(k), retirement, medical, dental and life and disability insurance plans and programs in accordance with the terms thereof. (f) Directors and Officers Insurance. Officers and directors liability insurance shall be obtained and maintained by the Company for coverage of the Company, other executives of the Company and Executive, at no cost to Executive. (g) Stock Option Plan. Subject to approval by the Board of Directors, Executive shall be entitled to receive options to purchase 550 shares of common stock in Aircell Holdings Inc. pursuant to the Company's standard terms and conditions as set forth in the option agreement and the Aircell Holdings Inc. Stock Option Plan. One fifth of such options will vest on the date of grant with the balance, subject to Executive's continued employment hereunder, vesting in four equal annual installments on each of the first four anniversaries of the grant date. View More