Compensation Contract Clauses (7,502)

Compensation. (a) Base compensation. As compensation for the Services during the Term of this Agreement, the Service Provider shall receive on a monthly basis the amount of Six Thousand Two Hundred Fifty dollars ($6,250.00), payable in arrears on the fifteenth (15th) day of each calendar month, or the next business day immediately thereafter, should the fifteenth (15th) day fall on a weekend or federally recognized holiday. (b) Additional compensation. The Service Provider shall be entitled to receive additio...nal compensation based upon the achievement of certain goals as set forth on Exhibit A attached hereto and incorporated herein by such reference, to be paid pursuant to the payment terms contained in Exhibit A. 2 4. Expenses. The Service Provider shall be responsible for all expenses incurred by him in the performance of the Services hereunder (unless such expenses shall be pre-approved by the Company) and he is not entitled to a reimbursement by the Company for any such expenses incurred by him in the performance of his duties hereunder; provided, however, should the Service Provider be requested to travel on the Company's behalf, the Company shall pay all reasonable travel expenses of Service Provider upon prior agreement of the parties. View More

Compensation. a. Base Salary. You will be paid an annualized base salary of Four Hundred Thousand Dollars ($400,000). Your base salary will be payable pursuant to the Company's regular payroll policy. Your salary shall be reviewed annually and may be adjusted in connection with any such review. b. Bonus Program. You will be eligible for an annual bonus of up to forty percent (40%) of your annual base salary that will be determined by the Board in its sole discretion based upon achievement of pre-determined pe...rformance milestones. This annual bonus is split between corporate performance (80%) and individual performance (20%). For 2015, your annual bonus, if any, will be pro-rated based on the period during 2015, which you are employed by the Company. Any annual bonus, if earned, shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates. Jeffrey H. HankeJune 2, 2015 Page 2 c. Equity Compensation. You will be granted an option to purchase 100,000 shares of common stock (the "Stock Option") and restricted stock units covering 50,000 shares of common stock ("RSUs"). The exercise price for the Stock Option will be the closing price on the date of grant. The Stock Option will have a term life of ten years and both the Stock Option and the RSUs will vest over four years, as follows. Subject to your continued employment, (i) the first 25% of the Stock Option will vest on the one year anniversary of the grant date and the remaining will vest equally in monthly installments over the subsequent 36 months; and the (ii) RSUs will vest in equal annual installments of 25% on each of the four anniversaries following the grant date. Each of the Stock Option and the RSUs will be granted subject to the terms and conditions of the Company's standard form stock option and RSU agreements for employees and otherwise in accordance with the Company's 2012 Omnibus Incentive Plan. Subject to the approval of the Board of Directors, you will also be eligible to receive additional grants of equity compensation, including options to purchase shares of common stock, on an annual basis, in connection with the Company's regular annual compensation review for all Company employees, including officers. d. Relocation Assistance. As this position requires you to be located in the Boston, MA area, the Company will provide you with relocation assistance in accordance with TESARO's relocation policy for its most senior executives. As we discussed, notwithstanding TESARO's relocation policy, we have agreed to provide you temporary housing in the form of a fully furnished two bedroom apartment, rather than a one bedroom apartment. In the event your employment is terminated at any time by the Company without Cause (as defined below) or by you for Good Reason (as defined below), including following a Change in Control (as defined below), you will not be required to reimburse to the Company any amounts provided to you in connection with your relocation to the Boston area through the date of such termination. e. Withholding. The Company shall withhold from any compensation or benefits payable under this letter agreement any federal, state and local income, employment or other similar taxes as may be required to be withheld pursuant to any applicable law or regulation. View More

Compensation. Base Salary. During your employment pursuant to this Letter, the Company will continue to pay you a base salary at the rate of $900,000 per year ("Base Salary"), payable semi-monthly in accordance with the Company's executive payroll policy. Your Base Salary will be reviewed annually on the Company's regular executive salary review schedule, and will be subject to adjustment at the discretion of the Organization and Compensation Committee of the Company's Board of Directors (the "Compensation Co...mmittee"), which adjusted amount will be thereafter your "Base Salary" for all purposes hereunder. Annual Incentive Compensation. You will be eligible to participate in the annual incentive compensation program for the Company's senior executives in accordance with the provisions of such program, as amended from time to time. Your target bonus will be 100% of your Base Salary in effect at the end of such year. You acknowledge and agree that any such annual incentive compensation program awards will be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable in a combination of cash and an Aon equity-based award, if applicable. Long-Term Incentive Compensation. You will be eligible to participate in the long-term incentive compensation programs for the Company's senior executives in accordance with the provisions of such programs, as amended from time to time, pursuant to which you will be eligible to receive, subject to the approval of the Compensation Committee, an annual equity award in an amount that reflects and is consistent with your role and contribution. Employee Benefits. During the course of employment, you will be entitled to participate in the Company's employee benefit plans generally available to senior executives of the Company. In particular, you will be eligible to participate in an executive health program. Nothing in this Letter will require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Letter will restrict the right of the Company to amend, modify or terminate such programs. Vacation Time. You will not accrue vacation time, but will be entitled to paid vacation time in accordance with usual Company practices applicable to similarly situated employees. Expense Reimbursement. In accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse you for all proper expenses incurred by you in the performance of your duties hereunder. Severance and Change in Control Protection. You will be eligible to participate in the severance and change in control plan for the Company's senior executives in accordance with the provisions of such plan, as amended from time to time. Restrictive Covenants. The compensation and benefits described above will be provided to you in consideration of your agreement to execute and comply with the Company's standard non-competition and non-solicitation agreement for senior executives. By accepting this Letter, you acknowledge the receipt and sufficiency of such consideration. If you accept the above-described terms and conditions of employment with the Company, please sign below and return this Letter to the Company. Sincerely, /s/ Anthony R. Goland Anthony R. Goland Executive Vice President & Chief Human Resources Officer Aon plc and Aon Corporation ACCEPTED AND AGREED: /s/ Michael J. O'Connor MICHAEL J. O'CONNOR -2- EX-10.2 3 d566365dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 PERSONAL AND CONFIDENTIAL May 11, 2018 Michael J. O'Connor 200 E. Randolph Chicago, IL 60601 Re: Employment Letter Dear Mike, Aon Corporation (the "Company") is pleased to confirm in this Employment Letter (this "Letter") the terms of your continued employment at the Company in a new position as Co-President, Aon plc and Aon Corporation. Subject to your acceptance of this Letter, your continued employment in this position will be deemed to commence as of May 15, 2018 (the "Effective Date"). View More

Compensation. (a) Base Salary. You shall receive base salary paid at the rate of $375,000 per year, payable in accordance with Allogene's payroll practices. 1 (b) Bonus. You will be eligible to earn an annual performance bonus at the sole discretion of the Company in an amount equal to a maximum of 35% of your base salary (the "Annual Bonus"). The Annual Bonus will be based upon the Company's assessment of your performance and the Company's attainment of targeted goals as set by the Company in its sole discre...tion. Following the close of each calendar year, the Company will determine whether you have earned an Annual Bonus, and the amount of any such bonus, based on the achievement of such goals. No amount of Annual Bonus is guaranteed, and you must be an employee on the Annual Bonus payment date to be eligible to receive an Annual Bonus. No partial or prorated bonuses will be provided (except as set forth below in this paragraph for calendar year 2018). The Annual Bonus, if earned, will be paid no later than March 15 of the calendar year after the applicable bonus year. For calendar year 2018, no later than March 15, 2019 and subject to your continued employment through date of payment, the Company will pay you a prorated portion of your individual annual target bonus for 2018, based on the number of days employed by Allogene during 2018. (c) Withholding. Allogene shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable under this Section 2. View More

Compensation. (a) Salary. Executive shall be paid $113,300.00 on an annualized basis in accordance with Telkonet's normal payroll practices, and be subject to all lawfully required withholdings. The base salary may be increased, at any time, as determined by the Chief Executive Officer and the Board of Directors. (b) Incentives. The Chief Executive Officer, Board of Directors of Telkonet and the Executive will agree upon terms and conditions. The actual incentive amount will be determined by the Board of Dire...ctors. (c) Executive Participation in Telkonet Staff Benefits Plans. During the Term, Executive shall be entitled to participate in any group health programs and other benefit plans, which may be instituted from time-to-time for Telkonet employees, and for which Executive qualifies under the terms of such plans. All such benefits shall be provided on the same terms and conditions as generally apply to all other Telkonet employees under these plans and may be modified by Telkonet from time-to-time. (d) Expenses. Executive shall be reimbursed by Telkonet for all ordinary, reasonable, customary and necessary expenses incurred by him in the performance of his duties and responsibilities. Executive agrees to prepare documentation for such expenses as may be necessary for Telkonet to comply with the applicable rules and regulations of the Internal Revenue Service and Telkonet's existing policy. (e) Equity. Executive is eligible to participate in the Company's Employee Stock Option Plan, in accordance with the terms of such plan and awards as granted by the Compensation Committee of the Company's Board of Directors. 1 5. Vacation. At full pay and without any adverse effect to his compensation, provided that all other terms and conditions of this Agreement are satisfied, Executive shall be entitled to four (4) weeks of vacation for each full calendar year during the term of this Agreement. Executive agrees to schedule his vacation leave in advance upon written notice to Chief Executive Officer or other designated individuals. Carryover of vacation days shall be consistent with Company's existing policy. View More

Compensation. You shall receive cash compensation of $91,000 for each calendar year of service under this Agreement payable weekly in arrears. You shall be reimbursed for reasonable expenses documented and incurred by you in connection with the performance of your Duties (including travel expenses for meetings you attend in-person) subject to written pre-approval by the Company.

Compensation. 2.1 Salary. For services to be rendered hereunder, you shall receive a base salary at the rate of Four Hundred Thousand dollars ($400,000.00) per year (the "Base Salary"), subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular bi-monthly payroll schedule. Your base salary will become effective within 30 days of the Company's initial public offering and will be subject to annual review by the Company's Chief Executive Officer. — 1 — 2.2 Bonus.... You will be eligible to participate in the Company's discretionary Performance Bonus Plan, with the potential to receive a target bonus of 40% of your Base Salary (the "Performance Bonus"). Your Performance Bonus eligibility is based on the Company's fiscal year, which runs from April 1 through March 31 of the next calendar year. Whether you receive a Performance Bonus for any given fiscal year, and the amount of any such Performance Bonus, will be determined by the Company in its sole discretion, and is based on Company performance and your achievement of objectives and milestones to be determined by the Company for the applicable fiscal year. The Performance Bonus will be prorated for the fiscal year in which you begin employment or if the Company conducts your review or performance assessment for a period covering less than a full fiscal year. To earn a Performance Bonus, except as otherwise provided herein, you must be employed by the Company on the last day of the applicable fiscal year. Except as otherwise provided herein, you will not be eligible for, and will not earn, any Performance Bonus (including a prorated bonus) if your employment terminates for any reason before the end of the fiscal year. The Company will pay any earned Performance Bonus by no later than thirty (30) days after the end of the Company's fiscal year, or by April 30. View More

Compensation. a. Base Salary. Your starting annual base salary will be Three hundred forty six thousand dollars ($346,000.00), payable in accordance with the Company's normal payroll procedures. Your salary normally will be reviewed annually, and may be increased or decreased in connection with any such review. b. Signing Bonus. Subject to the terms and conditions stated in this Paragraph, you will be eligible to earn a one-time "sign-on bonus" in the amount of Thirty six thousand dollars ($36,000.00). The si...gn-on bonus will be paid to you in advance, within 30 days from the start of your employment. You will fully earn the sign-on bonus by remaining actively employed by the Company for a period of two (2) years, 601 Gateway Blvd, Suite 200 • South San Francisco, CA 94080 at the rate of fifty percent (50%) of the bonus amount for each full year of service completed. You agree and understand that if you choose to terminate your employment at any time before the first anniversary of your start date, you will be required to repay to the Company one hundred percent (100%) of the sign-on bonus advanced to you. You further understand and agree that if you terminate your employment after one year of employment but before the second anniversary of your start date, you will be required to repay fifty percent (50%) of the sign-on bonus advanced to you. c. Incentive Bonus Program. You will be eligible to earn an annual incentive bonus (the "Incentive Bonus") in an amount equal to Forty per cent (40%) of your annual base salary. The Incentive Bonus, if any, will be awarded and based upon Company and individual performance in each fiscal year, using criteria that will be established annually. The Incentive Bonus will be computed and paid to you typically within 90 days from the later of the end of the Company's fiscal year or the completion of the Company's audited financial statements for that fiscal year. You will not earn or otherwise be entitled to an Incentive Bonus for any fiscal year in which your employment has been terminated by the Company for any reason or in which you resigned before the bonus payment date for that fiscal year. All decisions regarding the Incentive Bonus, including but not limited to whether an Incentive Bonus will be awarded, will be made by the Company in its sole discretion and shall not be subject to appeal or review. In your first year of employment, if you are hired before October 1, any Incentive Bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. If your employment with the Company begins on or after October 1, you will not be eligible to earn an Incentive Bonus until the following fiscal year (the fiscal year that begins after your hire date). d. Withholding. The Company shall withhold federal, state and local income, employment or other taxes as required by applicable law from all compensation or benefits paid to you in connection with your employment. You understand that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you agree that you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your employment arrangement and/or compensation 4. Equity. Subject to the approval of the Company's Chief Executive Officer, if you are offered full-time employment, you will be eligible to receive a grant of stock options to purchase up to Eighty-four thousand (84,000) shares of the Company's Common Stock (the "Equity Grant") on the terms and conditions stated in this Paragraph and the 2012 Omnibus Incentive Plan. The grant, exercise, forfeiture and other terms and conditions of the stock options shall be governed by and subject to the Company's 2012 Omnibus Incentive Plan. The per share purchase price for the Equity Grant will be the fair market value of the shares as determined by the closing price of Hyperion common stock on the date of grant. The date of the grant will be the business day on which the Company's Chief Executive Officer approves the Equity Grant. The Equity Grant will vest according to the following schedule: (i) twenty-five percent (25%) of the options shall vest on the first anniversary date of your active, full-time employment with the Company and (ii) the remaining seventy-five percent (75%) of the options shall vest in equal monthly installments over the next thirty-six (36) months of continuous full-time service, as described in the applicable equity benefit plan. You also may be eligible to receive additional stock options to be granted from time to time at the sole discretion of the Board of Directors and subject to the terms and conditions of the Company's 2012 Omnibus Incentive plan. View More

Compensation. (a) Base Salary. During the Employment Term, the University shall pay to the Executive a base salary of not less than $430,000.00 per annum (the "Base Salary"). The Board of Trustees shall review Executive's Base Salary annually (after approval of the forthcoming year's budget and receipt of the prior year's financial statements), and recommend to the Compensation Committee of the Board of Directors (the "Board") of the Company increases as it may deem advisable. (b) Annual Non-Equity Incentive ...Compensation Target. In addition to the Base Salary, the Executive shall be eligible to receive an annual non-equity incentive compensation award (the "Non-equity Incentive Compensation Award") for each fiscal year of the University that ends during the Employment Term, under the non-equity incentive compensation plan in effect for senior executives of the Company (the "Plan"), based upon the achievement of objective performance goals. The Executive's target Non-equity Incentive Compensation Award under the Plan for 2018 shall be $215,000, and thereafter for each fiscal year during the Employment Term shall be such amount as shall be determined by the Board in accordance with the Plan, but shall be at least 50% of the Executive's Base Salary for the year involved, provided that the University and the Company achieve the targeted level of performance under the Plan for the relevant fiscal year. The targeted level of performance required to earn the targeted Non-equity Incentive Compensation Award amount shall be as agreed by the Board of Trustees (or the Executive Committee thereof) and the Compensation Committee of the Board of the Company, on the one hand, and the Executive, on the other hand. (c) Annual Restricted Share Grant Target. Executive shall be entitled to a target share grant equivalent to $550,000 ("Restricted Shares"), awarded at the typical time that the Company makes such awards, with a four-year cliff vesting schedule and applicable performance criteria as may be established by the Compensation Committee of the Board of Directors. All Restricted Shares shall vest in full on the earlier to occur of the vesting date contained in each award agreement, or the Term hereof (or such later date of extension of the Employment Term pursuant to Section 2 hereof), upon a Change in Control Resulting in Termination (as defined in any award agreement) or upon any other termination of the Executive's employment without Cause under Section 8(a)(i) or 8(a)(ii), or upon Executive's death or Disability under Section 8(c) of this Agreement. View More

Compensation. a. Base Salary. During the Term, the Company shall pay to Employee an annual base salary equal to $350,000 per annum, which may be adjusted from time to time in accordance with Employee performance review and subject to all required withholdings of taxes and other applicable amounts, which payments will be paid to Employee in accordance with the Company's regular payroll practices ("Base Salary"). b. Equity. The Company will recommend to the board an equity grant to the Employee in the equivalen...t value of $500,000, converted into Restricted Stock Units (RSU's). The grant date ("Grant Date") to be established upon approval from the Compensation Committee with the individual share price determined at the most recent market closing price. Vesting for this equity grant will occur over three years with one-third vesting after the first anniversary of the Employee Start Date. Additional vesting will occur at a rate of 8.33% every three calendar months (i.e. quarterly) thereafter until the grant is fully vested. All other terms and conditions shall be set out in the 2013 Global Share Option Plan, or current successor, as well as the Employee's award agreement ("Award Agreement") specifically defining the equity grant. c. Bonus. During the Term, the Employee shall be eligible to receive a bonus (the "Bonus") at the end of each calendar year to be based on the Employee's individual performance and the overall progress of the Company. Employee is eligible to initially receive a cash bonus in the amount of $50,000, the amount of which may be adjusted in accordance with Employee performance review assuming performance in core areas of responsibility. Additionally, each year, new targets will be set for the Employee at the sole discretion of the Company's executive leadership and Board but not without conversation with Employee. Specific performance targets for 2014 are listed in Exhibit A but will be granted in a form of equity commensurate with the Company's 2013 Global Share Option Plan or current successor plan. The Employee must be in good standing as of the date of any Bonus for any right to receive same. d. Withholding. All payments made by Company to Employee shall be subject to withholding and to such other deductions as shall at the time of such payment be required under any income tax or other law, whether of the United States or any other jurisdiction. In connection therewith, Company shall have the right to withhold and deduct applicable federal, state, or local income or other taxes from any payment, in whatever form, made to Employee. e. Long-Term Incentive Compensation. During the term of this Agreement, Employee will continue to be eligible to participate in the Company's 2013 Global Share Option Plan or any such successor plan that may be in effect from time to time ("Incentive Compensation Plan") in accordance with its terms then in effect. View More