Compensation Contract Clauses (7,502)

Compensation. 4.1 Base Salary. During the Employment Term, the Company will pay to the Executive a base salary per annum equal to $400,000, which will be reviewed annually, but may not be decreased, except in the event of a reduction in salaries of Company executives generally (as in effect from time to time, the "Base Salary"). Additionally, the Company agrees to review Executive's salary in connection with a review of Executive's performance for the calendar year ending December 31, 2014. The Base Salary wi...ll be payable at the times and in the manner consistent with the Company's policies regarding compensation of the Company's executives generally, but in no event less frequently than monthly. 4.2 Annual Discretionary Bonus. With respect to each calendar year during the Employment Term, the Executive will be eligible to receive an annual incentive bonus in accordance with, and subject to, the terms and conditions of the Company's applicable annual incentive bonus program, in the sole discretion of the Company (the "Annual Discretionary Bonus"). During the Employment Term, the Executive's target Annual Discretionary Bonus will be 50% of the Executive's Base Salary, subject to the achievement of applicable performance objectives. Executive's Annual Discretionary Bonus could potentially be as high as 100% or 150% of Executive's Base Salary if Executive exceeds or beyond exceeds, respectively, the attainment of specific targets that will be set by the Company's Compensation Committee. In all cases, Executive must be employed by the Company on the date bonuses are paid to Company employees to be eligible to receive any bonus. Any amount of Executive's Annual Discretionary Bonus over 50% of his Base Salary will be paid in Morgans Hotel Group Co. restricted stock units ("RSUs"), which RSUs will vest 1/3 on the first anniversary of the date of grant and 1/3 on each of the second and third anniversaries of the date of grant, in each case subject to Executive remaining continuously employed with the Company through each such vesting date. The terms of your RSU will be subject to the award agreement approved by the Board. 2 EXECUTION COPY 4.3 Equity. Executive will be eligible to participate in the Company's equity-based incentive plan in amounts and on terms and conditions determined by the Company in its sole discretion and in accordance with the various plan documents and award agreements governing these awards. In addition, subject to approval by the Morgans Hotel Group Co. Board of Directors (the "Board"), within 30 days of both Parties executing this Agreement, Executive will receive a one-time grant of RSUs, having a grant date value of $600,000.00, which RSUs will vest 1/3 on the first anniversary of the date of grant and 1/3 on each of the second and third anniversaries of the date of grant, in each case subject to Executive remaining continuously employed with the Company through each such vesting date except as otherwise provided herein. The terms of your RSU will be subject to the award agreement approved by the Board. View More

Compensation. As compensation for the Services to be provided hereunder, and conditioned upon Consultant's performance of such services, Consultant shall be entitled to fees as set forth on Exhibit B attached hereto and incorporated herein.

Compensation. 3.1 Beginning with the Effective Date of this Agreement, Company shall pay EXECUTIVE a salary (the "Base Salary") of $415,000 per year, payable twice monthly in accordance with the Company's normal payroll practices. The Base Salary may be subject to annual increases by the Company's Board of Directors (the "Board") based on any recommendations from the Compensation Committee (the "Compensation Committee") of the Board. 3.2 In connection with this Agreement, EXECUTIVE shall also receive from the... Company a stock option granting EXECUTIVE the right to purchase 320,000 shares of the Company's common stock under the Company's 2010 Equity Incentive Plan (the "2010 Plan") at the fair market value, as determined in accordance with the terms of the 2010 Plan. The terms and conditions of this grant of stock option shall be set forth in a separate stock option agreement. 3.3 In addition to the Base Salary payable to EXECUTIVE hereunder, the EXECUTIVE shall be entitled to the following benefits: 3.3.1 All benefits to which all other executive officers of the Company generally are entitled as determined by the Company's Board of Directors, on terms comparable thereto, including but not limited to, participation in any and all 401(k) plans, bonus and incentive payment programs, group life insurance policies and plans, medical, health, dental and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its Executive officers. 3.3.2 EXECUTIVE's target bonus shall be 40% of Base Salary. The actual annual bonus, if any, will be determined by the Board following a recommendation from the Compensation Committee based on the EXECUTIVE's and the Company's performance for the prior year and shall range from 0-150% of the target bonus. The bonus for 2014, if any, will be prorated based on your time at the Company in 2014. You must be an employee of the Company on the date upon which bonuses are paid to be eligible for such a bonus. You will not receive a prorated bonus in the event you resign or are terminated prior to the date upon which bonuses are paid. The Board, based on recommendations from the Compensation Committee, shall have the right to change the EXECUTIVE's target bonus. 3.3.3 Twenty (20) days of vacation per year, which shall accrue monthly beginning with the effective date of this Agreement consistent with the Company's policies. If the EXECUTIVE does not utilize the entire twenty (20) days of annual vacation in a given year, he may carry over days to the extent permitted under the Company's policies. 3.4 The Company shall reimburse EXECUTIVE for all reasonable out-of-pocket expenses incurred by him in the course of performing his duties under this Agreement, which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses pursuant to Company policy. 2 3.5 All of EXECUTIVE's compensation shall be subject to customary federal and state withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company. 3.6 Change of Control. You will be eligible to participate in the Company's Change in Control Severance Benefit Plan. Your participation agreement for that plan will be provided separately. View More

Compensation. (a) Base Salary. The Company agrees to pay the Executive, and the Executive agrees to accept, in payment for services to be rendered by the Executive hereunder, an aggregate base salary of $230,000 per annum (the "Base Salary"). The Base Salary shall be paid in approximately equal installments in accordance with the Company's customary payroll practices. For all purposes under this Agreement, the term "Base Salary" shall refer to the Executive's base salary as in effect from time to time in acco...rdance with this Section 3(a). (b) Annual Bonus. In addition to the Base Salary, the Executive shall also be eligible to receive an annual cash bonus of up to thirty percent (30%) of the Base Salary (the "Annual Bonus") upon the achievement of Company-wide financial performance targets and personal performance goals as set by the Executive Chairman of the Board. The Company shall pay the Annual Bonus, if any, in accordance with the terms of the particular bonus, but in no event later than ninety (90) days after the end of the fiscal year to which the Annual Bonus relates. (c) Equity Compensation. The Executive shall be eligible to receive any grants of awards by the Company under and in accordance with the Company's equity incentive compensation plans, subject to and in compliance with all applicable laws, rules and regulations, including, without limitation, the Delaware General Corporation Law. Without limiting the generality of the foregoing, the Company hereby agrees that it will cause its duly authorized representative to execute that certain Nonqualified Stock Option Agreement, the form of which is attached hereto as Exhibit A, pursuant to which the Company shall grant to the Executive: (i) on the Effective Date, a nonqualified stock option under the Company's 2009 Equity Incentive Plan to purchase 25,000 shares of the Company's common stock, at an exercise price per share equal to the closing price of a share of the Company's common stock on the NYSE MKT on such date of grant, which options shall fully vest after one (1) year has elapsed, and which options shall expire on the tenth anniversary of such date of grant; and (ii) on first anniversary of the Effective Date, a nonqualified stock option under the Company's 2009 Equity Incentive Plan to purchase 25,000 shares of the Company's common stock, at an exercise price per share equal to the closing price of a share of the Company's common stock on the NYSE MKT on such date of grant, which options shall fully vest after one (1) year has elapsed, and which options shall expire on the tenth anniversary of such date of grant. View More

Compensation. 3.1 Consulting Fees. In consideration and subject to performance of the Services, the Company shall pay to the Consultant consulting fees as follows: (i) if the total number of hours per calendar month is smaller than 40, five hundred and fifty Dollars ($550.00) per hour or (ii) if the total number of hours per calendar month is greater than 40, four hundred and eighty Dollars ($480.00) per hour. Payment for any partial hours shall be prorated. 3.2 Reimbursement of Expenses. The Company shall re...imburse the Consultant for all reasonable and necessary expenses incurred or paid by the Consultant in connection with the performance of the Services under this Agreement. The Consultant shall submit to the Company itemized monthly statements and reasonable supporting documentation, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant all undisputed amounts shown on each such statement as set forth in Section 3.3 below. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of Two Hundred Fifty ($250) U.S. Dollars per month without the prior written approval of the Company. 3.3 Invoices. Consultant shall issue an invoice to Company once monthly in arrears for its fees for Services rendered in the immediately preceding month, calculated as provided in Section 3.1 above, together with a detailed breakdown of any expenses (and the accompanying back up documentation) for such month incurred in accordance with Section 3.2. The fees set forth on the invoice shall be inclusive of any applicable sales, use, valued added, and similar taxes related to the provision of the Services. Each invoice shall contain a detailed description of the Services rendered and the time spent thereon. Company shall pay all properly invoiced and undisputed amounts due to Consultant within 30 days after Company's receipt of such invoice. All payments hereunder shall be in US dollars and made by check or wire transfer to Consultant pursuant to the payment instructions set forth on Consultant's invoice. View More

Compensation. (a) Annual Base Salary. During the Agreement Term, Employer shall pay to Executive a base salary at a rate not less than $1,500,000 per year ("Base Salary"), payable in accordance with the Employer's normal payment schedule. (b) Bonuses. During the Agreement Term, Executive shall be eligible to participate in the Employer's Annual Incentive Plan (the "AIP") as in effect from time to time. Commencing as of January 1, 2016, Executive's target bonus opportunity under the AIP shall be 150% of the ba...se salary paid in the plan year and commencing as of January 1, 2017, Executive's target bonus opportunity under the AIP shall be 175% of the base salary paid in the plan year. For the avoidance of doubt, the Compensation Committee of the Board retains the discretion to determine the actual bonus amount to be paid for each plan year, subject to the terms of the AIP. (c) Equity Compensation. During the Agreement Term, Executive shall be eligible to participate in the CME Group Inc. Amended and Restated Omnibus Stock Plan ("Plan") as in effect from time to time. As of January 1, 2016, Executive's target grant date value opportunity under the Plan shall be 300% of Base Salary. As of January 1, 2017, Executive's target grant date value opportunity under the Plan shall be 350% of Base Salary. For the avoidance of doubt, the Compensation Committee of the Board retains the discretion to determine the actual grant date value for each plan year, subject to the terms of the Plan. View More

Compensation. 3.1. Subject to the performance of the Services to be rendered hereunder, the Company shall pay to the Executive for all Services rendered hereunder a monthly fee in an aggregate amount of 16,000 USD (the "Compensation"). Additionally the Executive will get a monthly fee in an aggregate amount of $1,500 for a car lease. The Company and Executive will evaluate the Consideration each year following the Initial Term. If the Monthly fee will be paid in New Israeli Shekel the exchange rate will not b...e lower then 3.5 NIS to 1 USD. 3.2. The Compensation shall be paid to the Executive against an invoice validly issued, in accordance with applicable law, at the end of each calendar month under this Agreement, and the Company will pay Executive the Compensation within five (5) business days from the receipt of any such invoice. 3.3. The executive will be entitled to annual leave of 21 working days per year. 3.4. Except as provided herein, the Compensation shall constitute the full and total compensation due to the Executive under this Agreement, and the Executive shall not be entitled to any other form of compensation, commission, fee, securities, remuneration, reimbursement or any other form of payment or consideration for the provision of Services hereunder. 3.5. The Executive shall be solely responsible for, and will make proper and timely payment of, any and all withholding, taxes, duties, fees and/or other impositions that may be levied pursuant to applicable law upon the Executive in connection with the provision of the Services hereunder, the fulfillment of the Duties of Executive. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to the Executive, the Company shall withhold said tax at the rate set forth in the certification issued by the appropriate taxing authority or at the rate determined by said law or regulation. Executive agrees to indemnify the Company against all claims, liabilities or expenses the Company incurs as a result of a breach of Executive's obligations under this Section 3.4. 3.6. Executive shall be reimbursed by the Company for all reasonable expenses that shall have been incurred by Executive in performing his Services and/or for promoting the business of the Company, upon submission of a monthly statement of documented expenses. All expenses will be reimbursed in accordance with the Company's standard policies and procedures. Reimbursement pursuant to this Section 3.5 shall be affected within five business days after the submission of each statement as aforesaid. 2 3.7. The Company will consider from time to time whether to reward Executive with other consideration for his Services such as: bonuses, options and/or other securities, at the sole discretion of the Company. The Executive shall be entitled to participate in the Company's incentive plans, if any, and to receive such bonus payments or incentive compensation as may be determined at any time or from time to time by the Board of Directors of the Company (or any authorized committee thereof) in its discretion. View More

Compensation. MERIAL will pay SCYNEXIS the amount specified in Exhibit 2 attached hereto according to the terms therein. These fees shall remain fixed for the Term of the Agreement and may not be decreased. Any changes made to the scope of the Services or the composition of the Project Team which increase these Fees must be approved in advance in writing by MERIAL and SCYNEXIS.

Compensation. (a) Salary. Employer shall pay to Employee during the Employment Period a salary as basic compensation for the services to be rendered by Employee hereunder. The initial amount of such salary shall be Four Hundred Thirteen Thousand Two Hundred Dollars ($413,200) per annum. Such salary shall be reviewed by the CEO and may be increased in the CEO's sole discretion but may not be reduced. Such salary shall accrue and be payable in accordance with the payroll practices of Employer in effect from tim...e to time. (b) Bonus. During the Employment Period, Employee shall be eligible to receive an annual bonus (payable by the Employer) in an amount in accordance with the Senior Executive MBO Bonus Plan or any other plan adopted by Employer applicable to other senior executives (the "Annual Bonus Plan"). (c) Benefits. During the Employment Period, Employee shall be entitled to such other benefits as are customarily accorded the executives of Employer, including without limitation, group life, hospitalization and other insurance and vacations. (d) Medical Benefits. During the lifetime of Employee and/or Employee's spouse, whether or not the Employment Period or this Agreement has terminated for any reason, Employer shall provide health coverage to Employee and/or Employee's spouse at least equal to the health coverage granted to Employee on the date hereof at no cost to Employee and/or Employee's spouse. Employee will be required to pay the full cost of the health coverage in the applicable heath care plans on an after-tax basis. On the first day of the month following each calendar quarter (i.e. April 1, July 1, October 1, and January 1) for which the Employee and/or Employee's spouse receives health coverage, Employer shall make a payment to Employee and/or Employee's spouse equal to the sum of: (i) the amount paid by the Employee and/or Employee's spouse for such continuation coverage in the prior calendar quarter and (ii) an amount sufficient to cover the effect of federal, state and local income taxes that may apply on the payments described in the immediately preceding clause (i), taking into account the highest marginal tax rate in effect at the time of such payment. (e) Directors and Officers Insurance. Employer will use its best efforts to obtain and to maintain a policy of insurance on directors and officers of Employer in amounts to be determined by Employer, in its reasonable judgment based upon companies similarly situated. View More

Compensation. 3.2 Annual Incentive Compensation. 3.3 Automobile Allowance. 3.5 Paid Vacation. 3.7 Withholding. 3.8 Reimbursement of Expenses; In-Kind Benefits. 3.9 Clawback of Compensation. 3.10 Apportionment of Obligations.