Grouped Into 338 Collections of Similar Clauses From Business Contracts
This page contains Compensation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Compensation. 5.1. Base Compensation. The Employer shall pay the Executive an annual base salary of Three Hundred and Fifty Thousand Dollars ($350,000) ("Base Compensation"). The Base Compensation shall be paid in substantially equal installments in accordance with the Employer's compensation policies and procedures on the payroll dates established by the Employer for its senior executive officers. The Base Compensation shall be reviewed annually by the Compensation Committee of the Company's Board of Directo...rs and may be adjusted in the Company's sole discretion, provided that the Base Compensation may not be adjusted downwards during the initial Term. 5.2. Other Compensation. 5.2.1. The Executive shall be a participant in the Company's Annual Incentive Plan, in the form attached hereto as Exhibit A as may be amended from time to time in the Company's sole discretion, with her participation in 2016 pro-rated as of her hire date. 6 5.2.2. The Executive shall be a participant in the Company's Long Term Incentive Plan, in the form attached hereto as Exhibit B, as may be amended from time to time in the Company's sole discretion. 5.2.3. The Executive shall be eligible to participate in any performance compensation plans agreed upon by the parties during the Term of this Agreement in concert with the Employer's evolving goals and objectives.View More
Compensation. 5.1. Base Compensation. The Employer shall pay the Executive an annual base salary of Three Two Hundred and Fifty Ninety Five Thousand Dollars ($350,000) and Zero Cents Dollars ($295,000) ("Base Compensation"). The Base Compensation shall be paid in substantially equal installments in accordance with the Employer's compensation policies and procedures on the payroll dates established by the Employer for its senior executive officers. The Base Compensation shall be reviewed annually by the Compen...sation Committee of the Company's Board of Directors and may be adjusted in the Company's sole discretion, provided that the Base Compensation may not be adjusted downwards during the initial Term. 5.2. Other Compensation. 4 5.2.1. The Executive shall be a participant in the Company's Annual Incentive Plan, in the form attached hereto as Exhibit A Exhibits B and B(a) as may be amended from time to time in the Company's sole discretion, with her participation in 2016 pro-rated as his award, if any, for the calendar year of her hire date. 6 the Effective Date to be prorated from the Effective Date. 5.2.2. The Executive shall be a participant in the Company's Long Term Incentive Plan, in the form attached hereto as Exhibit B, Exhibits C and C(a), as may be amended from time to time in the Company's sole discretion. 5.2.3. The Executive shall be eligible to participate in any performance compensation plans agreed upon by the parties during the Term of this Agreement in concert with the Employer's evolving goals and objectives. Notwithstanding any provision herein to the contrary, all incentive compensation shall be provided consistent with the Employer's risk-management policies and the requirements of all applicable laws, including without limitation any rules adopted and applicable to the Executive under Section 956 of the Dodd-Frank Act. View More
Compensation. As initial compensation for services rendered by the Consultant under this Agreement, NOVA shall issue the Consultant 500,000 shares of NOVA's common stock, upon the signing of this Agreement or another day agreed by the parties, and a retainer equal to the estimated number of hours Consultant is to spend in the first 90 days of this Agreement, multiplied by the hourly rate specified in Appendix A ("Consulting Rate"). The 500,000 shares of common stock issued shall be newly issued common shares.... Upon completion of any of the business development initiatives such as are listed on Schedule A, NOVA shall pay the Consultant an incentive fee based on an agreed percentage of the value of the successful implementation of the initiatives, as further stipulated on Schedule A, less any retainer fees paid. 2 NOVA shall have exclusive right to nominate any incentive fee payments earned to be paid either in cash, or registered or restrictive shares of common stock of NOVA at market price, or a mix thereof. The Consultant will also be eligible to participate in NOVA's Incentive Stock Option Plan, as adopted by its Board of Directors, and Consultant shall be entitled to participate in a manner consistent with other consultants to NOVA. Unless otherwise required by law, all such compensation shall be payable without deduction for national or local income taxes, social security or any other amounts, which shall remain the responsibility of the Consultant.View More
Compensation. As initial compensation for services rendered by the Consultant under this Agreement, NOVA ARC shall issue the Consultant 500,000 250,000 shares of NOVA's ARC's common stock, upon the signing of this Agreement or another day agreed by the parties, and a retainer equal to the estimated number of hours Consultant is to spend in the first 90 days of this Agreement, multiplied by the hourly rate specified in Appendix A ("Consulting Rate"). The 500,000 250,000 shares of common stock issued shall be n...ewly issued restricted common shares. Upon completion of any of the business development initiatives such as are listed on Schedule A, NOVA ARC shall pay the Consultant an incentive fee based on an agreed percentage of the value of the successful implementation of the initiatives, as further stipulated on Schedule A, less any retainer fees paid. 2 NOVA shall ARC Shall have exclusive right to nominate any incentive fee payments earned to be paid either in cash, or registered or restrictive shares of common stock of NOVA ARC at market price, or a mix thereof. The Consultant will also be eligible to participate in NOVA's ARC's Incentive Stock Option Plan, as adopted by its Board of Directors, and Consultant shall be entitled to participate in a manner consistent with other consultants to NOVA. ARC. Unless otherwise required by law, all such compensation shall be payable without deduction for national or local income taxes, social security or any other amounts, which shall remain the responsibility of the Consultant. View More
Compensation. As full compensation for your service to the Company hereunder and in consideration for the assignment of the Intellectual Property and restrictive covenants as provided below, you shall receive, subject to customary payroll withholdings: (i) a base salary of $350,000 (subject to increase as approved by the Board) per year, paid in accordance with the Company's customary payroll practices; (ii) a performance bonus payable solely at the discretion of the Board based on your performance and the pe...rformance of the Company; (iii) benefits as may be provided from time to time by the Company to its executive employees generally, which currently include participation in a standard medical benefit plan and self-funded 401k plan; (iv) participation in the Company's Transaction Bonus Plan in accordance with the Company's Operating Agreement, as amended from time to time; (v) a one-time grant of 1,700,000 Common Units in the Company (approximately 1.0% of the outstanding Units in the Company as of the date hereof). The Company hereby agrees to provide you with anti-dilution protection for this grant, together with 1,700,000 of Common Units currently owned by you (collectively, the "Anti-Dilution Units"), such that if, as of the Measurement Date (as defined below), the Anti-Dilution Units represent less than 2% of the total outstanding Units, you will receive a Common Unit "profits interest" grant at the pricing of the applicable financing (or more recent "profits interest grant, if applicable) as necessary so that the Anti-Dilution Units, together with such additional grant, shall equal 2% of the total outstanding Units. The term "Measurement Date" shall mean the earlier of (i) termination of your employment with the Company, (ii) the final closing of the Company's next preferred equity financing (expected to be a Series B financing), and (iii) commencement of a Series C financing or a public offering; and (vi) additional equity grants solely at the discretion of the Board in accordance with the Company's Operating Agreement, including any consents required thereunder. All of the Units granted herein will be subject to forfeiture pursuant to a Unit Forfeiture Agreement with the Company in the event of the termination by either party of your employment with the Company. Such agreement shall provide that the applicable Units shall vest, subject to your continued service to the Company, 25% on the one year anniversary of the grants date and the balance ratably per quarter thereafter over an additional 3-year period. The parties acknowledge that the Units granted and to be granted hereunder are intended to constitute "profits interests" for services to be rendered for federal income tax purposes and the provisions of this Agreement shall be interpreted consistently therewith. It is understood that in connection with the issuance of such Units pursuant to this Agreement, your capital account with the Company (together with the capital accounts of the other members of the Company) will be adjusted in accordance with the Company's Operating Agreement based on an estimated value of the Common Units as of the applicable grant date. The effect of this revaluation is that generally, with respect to the granted Units, you will be entitled only to your share of profit in the Company in excess of the fair market value of the applicable Units as of the date of grant (as thereafter adjusted in accordance with the Company's Operating Agreement).View More
Compensation. As full compensation for your service to the Company hereunder and in consideration for the assignment of the Intellectual Property and restrictive covenants as provided below, you shall receive, subject to customary payroll withholdings: (i) a one-time grant of 225,000 Common Units in the Company, effective as of the Employment Start Date. You acknowledge and agree that you shall receive no cash compensation for the period from the Employment Start Date through December 31, 2016 and that grant ...is an additional grant to satisfy your compensation for such period. The foregoing Units will be subject to forfeiture pursuant to a Unit Forfeiture Agreement with the Company in the event of the termination by either party of your employment with the Company prior to December 31, 2016. Such agreement shall provide that such Units shall vest, subject to your continued service to the Company, at a rate of 50,000 Units per month; (ii) beginning January 1, 2017, a base salary of $350,000 $300,000 (subject to increase as approved by the Board) per year, paid in accordance with the Company's customary payroll practices; (ii) a (iii) an annual performance bonus payable solely at the discretion of the Board based on your performance and the performance of the Company; (iii) benefits as may be provided from time to time by the Company to its executive employees generally, which currently include participation in a standard medical benefit plan and self-funded 401k plan; (iv) participation in the Company's Transaction Bonus Plan in accordance with the Company's Operating Agreement, as amended from time to time; (v) a one-time grant of 1,700,000 Common Units in the Company (approximately 1.0% of the outstanding Units in the Company as of the date hereof). The Company hereby agrees to provide you with anti-dilution protection for this grant, together with 1,700,000 of Common Units currently owned by you grant (collectively, the "Anti-Dilution Units"), such that if, as of the Measurement Date (as defined below), the Anti-Dilution Units represent less than 2% 1% of the total outstanding Units, you will receive a Common Unit "profits interest" grant at the pricing of the applicable financing (or more recent "profits interest grant, if applicable) as necessary so that the Anti-Dilution Units, together with such additional grant, shall equal 2% 1% of the total outstanding Units. The term "Measurement Date" shall mean the earlier of (i) termination of your employment with the Company, Company (provided that this subsection (iv) shall not apply in the event of a termination of your employment for Cause), (ii) the final closing of the Company's next preferred equity financing (expected to be a Series B financing), and (iii) commencement of a Series C financing or a public offering; and (vi) additional equity grants solely at (v) benefits as may be provided from time to time by the discretion of the Board Company to its executive employees generally, which currently include participation in accordance with the Company's Operating Agreement, including any consents required thereunder. a standard medical benefit plan and self-funded 401k plan. All of the Units granted herein pursuant to subsection (iv) will be subject to forfeiture pursuant to a Unit Forfeiture Agreement with the Company in the event of the termination by either party of your employment with the Company. Such agreement shall provide that the applicable Units shall vest, subject to your continued service to the Company, 25% on the one year anniversary of the grants date and the balance ratably per quarter thereafter over an additional 3-year period. The parties acknowledge that all of the Units granted and to be granted hereunder are intended to constitute "profits interests" for services to be rendered for federal income tax purposes and the provisions of this Agreement shall be interpreted consistently therewith. It is understood that in connection with the issuance of such Units pursuant to this Agreement, your capital account with the Company (together with the capital accounts of the other members of the Company) will be adjusted in accordance with the Company's Operating Agreement based on an estimated value of the Common Units as of the applicable grant date. The effect of this revaluation is that generally, with respect to the granted Units, you will be entitled only to your share of profit in the Company in excess of the fair market value of the applicable Units as of the date of grant (as thereafter adjusted in accordance with the Company's Operating Agreement). View More
Compensation. a. Base Salary. Subject to the terms and conditions set forth in this Agreement, the Company shall pay or shall cause the Subsidiary to pay to Employee, and Employee shall accept, an annual base salary ("Base Salary") of no less than [xxx,xxx Dollars]. The Base Salary shall be paid in accordance with the Company's or the Subsidiary's, as applicable, normal payroll practices (but no less frequently than monthly) and may be increased from time to time at the sole discretion of the Company. b. Ince...ntive Bonus. Employee's incentive compensation for the Term of this Agreement shall be determined under the Company's annual bonus program for officers at 2 Employee's grade level, as it may be amended from time to time. The actual bonus paid by the Company or caused by the Company to be paid by the Subsidiary, as applicable, pursuant to this Section 5(b), if any, shall be based on criteria established by the Board, its Compensation Committee and/or the CEO, as applicable, in accordance with the terms and conditions of the annual bonus program for officers. Any bonus payments due hereunder shall be payable to Employee no later than two and one-half (2 1/2) months after the end of the Company's taxable year or the calendar year, whichever is later, in which Employee is first vested in such bonus payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). c. Vacation. Employee shall be entitled to four weeks paid vacation time within the first year of employment. Vacation time is granted on the anniversary of Employee's hire date each year. Any available but unused vacation as of the annual anniversary of employment date or at Employee's termination date shall be forfeited. d. Business Expenses. Employee shall be reimbursed for all reasonable business expenses incurred in carrying out the work hereunder. Employee shall adhere to the Company's or the Subsidiary's, as applicable, expense reimbursement policies and procedures. In no event will any such reimbursement be made later than the last day of Employee's taxable year following Employee's taxable year in which Employee incurs the reimbursable expense. e. Perquisites. Employee shall be entitled to receive, and if applicable the Company shall cause the Subsidiary to provide, such other executive perquisites, fringe and other benefits as are provided to officers at the same grade level under any of the Company's plans and/or programs in effect from time to time.View More
Compensation. a. Base Salary. Subject to the terms and conditions set forth in this Agreement, the Company shall pay or shall cause the Subsidiary to pay to Employee, and Employee shall accept, an annual base salary ("Base Salary") of no less than [xxx,xxx Dollars]. Three Hundred Twenty-Five Thousand Dollars ($325,000.00). The Base Salary shall be paid in accordance with the Company's or the Subsidiary's, as applicable, normal payroll practices (but no less frequently than monthly) and may be increased from t...ime to time at the sole discretion of the Company. b. Incentive Bonus. Employee's incentive compensation for the Term of this Agreement shall be determined under the Company's annual bonus program for officers at 2 Employee's grade level, as it may be amended from time to time. The actual bonus paid by the Company or caused by the Company to be paid by the Subsidiary, as applicable, pursuant to this Section 5(b), if any, shall be based on criteria established by the Board, its Compensation Committee and/or the CEO, as applicable, in accordance with the terms and conditions of the annual bonus program for officers. Any bonus payments due hereunder shall be payable to the Employee no later than two and one-half (2 1/2) 2 1/2 months after the end of the Company's taxable 2 year or the calendar year, whichever is later, in which Employee is first vested in such bonus payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). c. Vacation. Employee shall be entitled to four weeks paid vacation time within the first year of employment. Vacation time is granted on the anniversary of Employee's hire date each year. Any available but unused vacation as of the annual anniversary of employment date or at Employee's termination date shall be forfeited. d. Business Expenses. Employee shall be reimbursed for all reasonable business expenses incurred in carrying out the work hereunder. Employee shall adhere to the Company's or the Subsidiary's, as applicable, expense reimbursement policies and procedures. In no event will any such reimbursement be made later than the last day of Employee's taxable year following Employee's taxable year in which Employee incurs the reimbursable expense. e. Perquisites. Employee shall be entitled to receive, and if applicable the Company shall cause the Subsidiary to provide, receive such other executive perquisites, fringe and other benefits as are provided to officers at the same grade level under any of the Company's plans and/or programs in effect from time to time. View More
Compensation. Executive shall be paid a base salary ("Base Salary") at the annual rate of US$100,000 payable in bi-weekly installments or otherwise consistent with the Company's payroll practices. The annual Base Salary shall be reviewed on or before the anniversary date of this Agreement each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, by the Board of Directors of the Company to determine if such Base Salary should be increased for the followin...g year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. 7.2 Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. 7.3 Bonus. From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive Committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. 7.4 Benefits. The Company shall provide Executive with such benefits as are provided to other senior management of the Company. Benefits shall include at a minimum (i) paid vacation of fifteen (15) days per year, at such times as approved by the Board of Directors, with accrued leave forfeited if not used, (ii) health insurance coverage under the same terms as offered to other executives of the Company, (iii) retirement and profit sharing programs as offered to other executives of the Company, (iv) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall have the option to pay any additional health benefit premium fees for dependents for any pay-period on a pre-tax basis. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefor, and only for such items that are a necessary and integral part of the Executive's job functions. The Executive shall be provided the following equipment of the Company's for use by the Executive during the Term: • Laptop; • iPad; and • Other such equipment required from time to time. Employment Agreement for an Executive 6 7.5 Non-Deductible Compensation. In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal or local taxing authorities. 7.6 Withholding. All sums payable to Executive under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law.View More
Compensation. Executive shall be paid a base salary ("Base Salary") at the annual rate of US$100,000 US$153,000 payable in bi-weekly installments or otherwise consistent with the Company's payroll practices. The annual Base Salary shall be reviewed on or before the anniversary date of this Agreement each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, by the Board of Directors of the Company to determine if such Base Salary should be increased for t...he following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Employment Agreement for an Executive 6 7.2 Payment. Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. 7.3 Bonus. From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive Committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Annual bonus goals shall be set up for each year based upon agreed upon performance metrics. For 2011, the goal was aggregation of content, increased distribution and affiliation agreements. Each contracted channel, affiliation or distribution channel shall count towards the overall goal. Any channel already on the US platform or added to the platform from any source shall qualify towards the overall goal. a. 100 channels- content, affiliation or distribution channels: $10,000 b. 125 channels- content, affiliation or distribution channels: $5,000 c. 150 channels- content, affiliation or distribution channels: $10,000 The Bonus goals for 2012 shall be determined and agreed between the Company and the Executive as soon as practically possible. 7.4 Benefits. The Company shall provide Executive with such benefits as are provided to other senior management of the Company. Benefits shall include at a minimum (i) paid vacation of fifteen (15) days per year, at such times as approved by the Board of Directors, with accrued leave forfeited if not used, (ii) health insurance coverage under the same terms as offered to other executives of the Company, (iii) retirement and profit sharing programs as offered to other executives of the Company, (iv) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall have the option to pay any additional health benefit premium fees for dependents for any pay-period on a pre-tax basis. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefor, and only for such items that are a necessary and integral part of the Executive's job functions. The Executive shall be provided the following equipment of the Company's for use by the Executive during the Term: • Laptop; • iPad; and • Other such equipment required from time to time. Employment Agreement for an Executive 6 7.5 Non-Deductible Compensation. In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal or local taxing authorities. Employment Agreement for an Executive 6 7.6 Withholding. All sums payable to Executive under this Agreement will be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. View More
Compensation. (a) Base Salary. During the Employment Term, the Company shall pay Executive a base salary ("Base Salary") at the monthly rate of $125,000, payable in regular installments in accordance with the Company's usual payment practices. (b) As soon as administratively practicable following the Effective Date, in consideration of Executive entering into this Agreement and as an inducement to serve as the Company's Interim Chief Financial Officer, the Compensation Committee shall grant Executive a number... of shares of restricted common stock, par value $0.01 per share, having a value equal to $150,000 as of the Effective Date (but rounded down to the next whole integer in the case of a valuation that produces a fractional share) (the "Restricted Stock"). The grant shall be made pursuant to the terms of the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan, and the number of shares of Restricted Stock shall be determined based on the prior business day's closing price of the Company's common stock. The grant of the Restricted Stock shall be subject to an award agreement (the "Award Agreement") pursuant to which the shares of Restricted Stock vest upon completion of six months of employment or upon Executive's earlier termination by the Company. A form of the Award Agreement is attached hereto as Exhibit A.View More
Compensation. Executive shall be paid total compensation of $300,000.00 per month ("Compensation"), as follows: (a) Base Salary. Cash. During the Employment Term, the Company shall pay Executive a base cash salary ("Base Salary") at the monthly rate of $125,000, $200,000.00, payable in regular installments in accordance with the Company's usual payment practices. practices, and pro-rated when applicable. (b) Equity. (i) Initial Six Months of Employment Term. As soon as administratively practicable following t...he Effective Date, in consideration of Executive entering into this Agreement and as an inducement to serve as the Company's Interim Chief Financial Officer, the Compensation Committee of the Board shall grant Executive a number of shares of restricted common stock, par value $0.01 per share, having a value equal to $150,000 $600,000 as of the Effective Date date of grant (but rounded down to the next whole integer in the case of a valuation that produces a fractional share) (the "Restricted Stock"). The grant shall be made pursuant to the terms of the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan, and the number of shares of Restricted Stock shall be determined based on the prior business day's closing price of the Company's common stock. stock on the trading day immediately prior to the date of grant. The grant of the Restricted Stock shall be subject to an award agreement (the "Award Agreement") pursuant to which the shares of Restricted Stock vest upon completion of six months of employment or upon Executive's earlier termination of employment by the Company. A form of the Award Agreement is attached hereto as Exhibit A. Page 2 (ii) Thereafter. As soon as administratively practicable following the first day of each one-month extension of the Employment Term, the Compensation Committee of the Board shall grant Executive a number of shares of restricted common stock, par value $0.01 per share, having a value equal to $100,000 as of the date of grant (but rounded down to the next whole integer in the case of a valuation that produces a fractional share) (the "Additional Restricted Stock"). The grant shall be made pursuant to the terms of the Brixmor Property Group Inc. 2013 Omnibus Incentive Plan, and the number of shares of Additional Restricted Stock shall be determined based on the closing price of the Company's common stock on the trading day immediately prior to the date of grant. The grant of the Additional Restricted Stock shall be subject to an Award Agreement pursuant to which the shares of Additional Restricted Stock vest upon completion of one additional month of employment or upon Executive's earlier termination of employment by the Company. A form of the Award Agreement is attached hereto as Exhibit A. View More
Compensation. (a) Monthly Fee. The Director shall receive $600 USD for each month of service at the end of each calendar month after the Effective Date. (b) Restricted Stock. The Director shall receive ________________ shares of the Company's common stock. Such shares shall vest in four (4) equal amounts over a period of twelve (12) months, the initial amount vesting on the Effective Date. Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the vesting period for a...ny reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested shares shall be irrefutably forfeited. -1- (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. During the Directorship Term, the Company shall reimburse the 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 in excess of $500.00) must be approved in advance by the Company.View More
Compensation. (a) Monthly Fee. The Director shall receive $600 USD for each month of service at the end of each calendar month after the Effective Date. (b) Restricted Stock. The On the date the Director is appointed to the Board, the Company shall receive ________________ issue to the Director the number of shares of the Company's common stock. Such stock equivalent to ___________ (the "Award Shares"), based on the average closing price on the five trading days immediately preceding the date the Director is ...appointed to the Board and rounded down to the nearest whole share, which shares shall vest as set forth in four (4) equal amounts over a period restricted stock purchase agreement, or such other date as defined in the applicable grant notice, such that upon the last day of twelve (12) months, each fiscal quarter, commencing in the initial amount vesting on the Effective Date. Notwithstanding the foregoing, if quarter in which the Director ceases to be enters into this Agreement, provided the Director is a member of the Board as of such date, shares representing __% of the Award Shares shall vest. The Company will make equivalent grants to Director of shares of the Company's common stock having a value of at any time during least ___________ each year that Director serves on the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested shares shall be irrefutably forfeited. -1- (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) Board. (b) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for (i) 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. expenses, and (ii) any costs and expenses, including reasonable attorney's fees, associated with filings required to be made by the Director or any of the entities managed or controlled by Director to report beneficial ownership or the acquisition or disposition of securities of the Company. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of $500.00) Director) must be approved in advance by the Company. View More
Compensation. (a) Base Salary. As compensation for his services, the Executive shall receive a base salary at an annual rate of not less than $2,000,000 (the "Base Salary") to be paid in the same manner as other senior executives of the Company are paid. (b) Annual Bonus. In addition, the Executive will be eligible to receive an annual bonus (the "Annual Bonus") with a target for the fiscal year ending June 30, 2016 of not less than $2,000,000 and with a target thereafter of not less than $4,000,000 (the "Ann...ual Bonus Target") based on the achievement of performance metrics to be agreed upon in good faith and payable after the applicable fiscal year end. (c) Long-Term Incentive. The Executive shall also be entitled to receive an annual award under the Company's 2013 Long-Term Incentive Plan, as amended and restated, or any other Company performance-based long-term equity-based incentive program that has a target payout of not less than $5,000,000 (the "Equity Bonus") and shall be in such form(s) and contain such other terms and conditions as determined by the Company and consistent with the most senior executives of the Company. If the Term of Employment expires on June 30, 2019 and the Executive is not offered an extension or renewal on similar or better terms, the Executive shall continue to be eligible to earn the full value of any Equity Bonus awarded during the Term of Employment.View More
Compensation. (a) Base Salary. As compensation for his services, the Executive shall receive a base salary at an annual rate (i) for fiscal year ending June 30, 2016 of not less than $2,000,000 $1,200,000 and (ii) of not less than $1,300,000 thereafter (the "Base Salary") to be paid in the same manner as other senior executives of the Company are paid. paid (which shall be no less frequently than monthly). (b) Annual Bonus. In addition, the Executive will be eligible to receive an annual bonus (the "Annual Bo...nus") with a target for the fiscal year ending June 30, 2016 of not less than $2,000,000 $1,500,000 and with a target thereafter of not less than $4,000,000 $2,000,000 (the "Annual Bonus Target") based on the achievement of performance metrics to be agreed upon in good faith faith. The Annual Bonus is payable in no event later than two months and payable fifteen days after the applicable fiscal year end. (c) Long-Term Incentive. The Executive shall also be entitled to receive an annual award under the Company's 2013 Long-Term Incentive Plan, as amended and restated, or any other Company performance-based long-term equity-based incentive program that has a target payout of not less than $5,000,000 $2,200,000 (the "Equity Bonus") and shall be in such form(s) and contain such other terms and conditions as determined by the Company and consistent with the most other comparable senior executives of the Company. If the Term of Employment expires on June 30, 2019 and the Executive is not offered an extension or renewal on similar or better terms, the Executive shall continue to be eligible to earn the full value of any Equity Bonus awarded during the Term of Employment. View More
Compensation. (a) During the Specified Employment Period, the Company shall pay to Executive an annualized base salary of $300,000 (the "Base Salary") in consideration for Executive's services under this Agreement, payable on a not less than monthly basis, in conformity with the Company's customary payroll practices for executives. (b) During the Specified Employment Period, Executive shall be eligible for discretionary bonus compensation for each complete calendar year that he is employed by the Company here...under (each, a "Bonus Year") pursuant to the applicable incentive or bonus compensation plan of the Company, if any, that is applicable to similarly situated executives of the Company (each, an "Annual Bonus"). Each Annual Bonus shall have a target value that is not less than 75% of Executive's Base Salary as in effect on the first day of the Bonus Year to which such Annual Bonus relates (the "Minimum Target Annual Bonus"); provided, however, that the Minimum Target Annual Bonus for the 2016 calendar year shall not be less than 75% of Executive's Base Salary as in effect on the Amendment Effective Date. The performance targets that must be achieved in order to realize certain bonus levels shall be established by the Board of Directors of Enviva Holdings GP, LLC (the "Board") or a committee thereof annually, in its sole discretion, and communicated to Executive in accordance with terms of the applicable incentive or bonus plan, if any, or if no such plan has been adopted, within the first 90 days of the applicable Bonus Year (the most recently established target value for Executive's Annual Bonus is referred to herein as the "Target Annual Bonus"). Each Annual Bonus, if any, will be paid as soon as administratively feasible after the Board or a committee thereof certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year. (c) Long-Term Incentive Plan. With respect to the 2017 calendar year and each subsequent calendar year during the Specified Employment Period, Executive shall be eligible to receive annual awards under the Enviva Partners, LP equity compensation plan in effect from time to time (the "LTIP") with a target value equal to 100% of Executive's Base Salary as in effect on the first day of such calendar year (the "Target Annual LTIP Award"). All awards granted to Executive under the LTIP, if any, shall be on such terms and conditions as the board of directors (the "GP Board") of Enviva Partners GP, LLC or a committee thereof shall determine from time to time and shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give Executive any rights to any amount or type of grant or award except as provided in such award to Executive provided in writing and authorized by the GP Board (or a committee thereof).View More
Compensation. (a) Base Salary. During the Specified Employment Period, the Company shall pay to Executive an annualized base salary of $300,000 $450,000 (the "Base Salary") in consideration for Executive's services under this Agreement, payable on a not less than monthly biweekly basis, in conformity with the Company's customary payroll practices for executives. executives as in effect from time to time. (b) Annual Bonus. During the Specified Employment Period, Executive shall be eligible for discretionary bo...nus compensation for the 2019 calendar year and for each subsequent complete calendar year that he Executive is employed by the Company hereunder (each, a "Bonus Year") pursuant to the applicable incentive or bonus compensation plan of the Company, if any, that is applicable to similarly situated executives of the Company (each, an "Annual Bonus"). Each Annual Bonus shall have a target value that is not less than 75% 120% of Executive's Base Salary as in effect on the first day of the Bonus Year to which such Annual Bonus relates (the "Minimum Target Annual Bonus"); provided, however, that the Minimum Target Annual Bonus for the 2016 2019 calendar year shall not be less than 75% 120% of Executive's Base Salary as in effect on the Amendment Effective Date. The performance targets that must be achieved in order to realize certain bonus levels shall be established by the Board of Directors of Enviva Holdings GP, LLC GP (the "Board") "Holdings Board") or a committee thereof annually, in its sole discretion, and communicated to Executive in accordance with terms of the applicable incentive or bonus plan, if any, or if no such plan has been adopted, within the first 90 days of the each applicable Bonus Year following 2019 (the most recently established target value for Executive's Annual Bonus is referred to herein as the "Target Annual Bonus"). Each Annual Bonus, if any, will be paid as soon as administratively feasible after the Holdings Board or a committee thereof certifies whether the applicable performance targets for the applicable Bonus Year have been achieved, but in no event later than March 15 following the end of such Bonus Year. (c) Long-Term Incentive Plan. With respect to the 2017 2020 calendar year and each subsequent calendar year during the Specified Employment Period, Executive shall be eligible to receive annual awards under the Enviva Partners, LP equity compensation plan as in effect from time to time (the "LTIP") with a target value equal to 100% 250% of Executive's Base Salary as in effect on the first day of such calendar year (the "Target Annual LTIP Award"). All awards granted to Executive under the LTIP, if any, shall be on such terms and conditions as the board of directors (the "GP "Partners Board") of Enviva Partners GP, LLC LLC, a Delaware limited liability company and the general partner of Enviva Partners, LP (the "MLP"), or a committee thereof shall determine from time to time and shall be subject to and governed by the terms and provisions of the LTIP as in effect from time to time and the award agreements evidencing such awards. Nothing herein shall be construed to give Executive any rights to any amount or type of grant or award except as provided in such award to Executive provided in writing and authorized by the GP Partners Board (or a committee thereof). View More
Compensation. From and after the Effective Date, the Company shall pay Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual salary at the initial rate of Three Hundred and Forty-Five Thousand Dollars ($345,000) per year (the "Base Salary"). Executive's Base Salary shall be reviewed not less often than annually and may be increased from time to time in the sole discretion of the Company. The Base Salary, as in effect from time to time, may not be decreased ...without the prior written consent of Executive, except as part of an across the board decrease in which the percentage decrease in Executive's base salary is not greater than the smallest percentage decrease of any other senior executive officer.View More
Compensation. From and after the Effective Date, the The Company shall pay the Executive in accordance with its normal bi-weekly payroll practices (but not less frequently than monthly) an annual salary at the initial rate of Three Hundred and Forty-Five Thousand Dollars ($345,000) $550,000 per year (the "Base Salary"). The Executive's Base Salary shall be reviewed not less often than annually and may be increased from time to time in the sole discretion of the Company. The Base Salary, as in effect from time... to time, may not be decreased without the prior written consent of the Executive, except as part of an across the board decrease in which the percentage decrease in the Executive's base salary is not greater than the smallest percentage decrease of any other senior executive officer. View More
