Compensation Contract Clauses (7,502)

Compensation. 4.1 Base Salary. 4.2 Incentive Compensation. 4.3 Equity Compensation.

Compensation. a. Base Salary. As of the Commencement Date, the Company will pay Employee an annual salary of $250,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholdings. Employee's salary will be reviewed annually by the Compensation Committee of the Company's Board of Directors, or any succes...sor thereto (the "Committee"), and adjustments may be made at the discretion of the Committee. b. Equity Award. The Company intends to recommend to the Committee that it grant Employee $100,000 in stock options, shares of restricted stock of the Company or other form of equity award (with the choice of the form of equity award to be determined at the Company's sole discretion), subject to such vesting and other terms and conditions as the Committee shall determine and otherwise subject to all terms and conditions of any incentive plan and award agreement under which any such award may be granted. Any such incentive plan and award agreement shall govern the grant of any equity award. c. Long-Term Incentive. Employee will be eligible to participate in the Company's long-term incentive plan, subject to the terms and conditions of such plan, which are subject to change at the Company's sole discretion. d. Annual Incentive. Employee will be eligible to participate in any annual incentive plan or program established by the Committee, subject to the terms of any such plan or program; provided, however, it is anticipated that such incentive, if any, (i) would be subject to the Committee's sole discretion, (ii) would depend upon the extent to which the applicable performance goal(s) specified by the Committee arc achieved and would be decreased or increased accordingly, and (iii) may be paid in such form as the Committee may determine, including in cash and/or restricted shares and/or units, with no more than 20% of any such award being paid in restricted shares. Any such incentive payment shall be subject to normal and customary withholdings. View More

Compensation. 3.1 Base Salary. The Company shall pay you a base salary at the rate of not less than $900,000 per annum beginning on the Effective Date and continuing during the term of employment ("Base Salary"). The Company may increase, but not decrease, your Base Salary during the term of employment. Base Salary shall be paid in accordance with the Company's customary payroll practices. 3.2 Bonus. In addition to Base Salary, the Company typically pays its executives an annual cash bonus ("Bonus"). Although... the amount of your Bonus is fully discretionary, your target annual Bonus as a percentage of Base Salary is 200%. The Company may increase, but not decrease, your target annual Bonus during the term of employment. Each year, your personal performance will be considered in the context of your executive duties and any individual goals set for you, and your actual Bonus will be determined based on your personal performance and the Company's performance. Your Bonus amount, if any, will be paid to you between January 1 and March 15 of the calendar year immediately following the performance year in respect of which such Bonus is earned. 3.3 Long Term Incentive Compensation. So long as the term of employment has not terminated, you shall be eligible to receive annually from the Company long term incentive compensation with a target value beginning in 2017 of $1,250,000 (based on the valuation method used by the Company for its senior executives) through a combination of stock option grants, restricted stock units, performance shares or other equity-based awards, cash-based long-term plans or other components as may be determined by the Compensation and Human Development Committee of the Company's Board of Directors from time to time in its sole discretion. The Company may increase, but not decrease, the target value of your annual long term incentive compensation during the term of employment. 2 3.4 Indemnification. You shall be entitled throughout the term of employment (and after the end of the term of employment, to the extent relating to service during the term of employment) to the benefit of the indemnification provisions contained on the Effective Date in the Restated Certificate of Incorporation and By-laws of the Company (not including any amendments or additions after the Effective Date that limit or narrow, but including any that add to or broaden, the protection afforded to you by those provisions). View More

Compensation. a. Base Salary. You will be paid an annual base salary of Six Hundred and Sixty Thousand Dollars ($660,000). Your base salary will be payable pursuant to the Company's regular payroll policy. Your salary shall be reviewed annually and may be increased by the Board in connection with any such review. b. Bonus Program. You will be eligible for an annual bonus that targets seventy percent (70%) of your annual base salary that will allow you to participate in the success of the Company based upon ag...reed upon Company milestones established by you and the 60085378_1 Board. Any annual bonus shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates. c. 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. Subject to the terms and conditions of this Agreement, during the Employment Period, the Employee shall be compensated by the Company for his services as follows: (a) He shall receive, for the Initial Term and each Renewal Term, if any, a rate of salary that is not less than $22,000 (USD) Dollars per month (the "Salary"), payable monthly and subject to normal and customary tax withholding and other deductions, all on a basis consistent with the Company's normal payroll procedures and policies. D...uring (i) the thirty (30) day period prior to the expiration of each successive twelve (12) month period during the Initial Term, and (ii) the thirty (30) day period prior to the commencement of any Renewal Term, the Employee's salary rate shall be reviewed by the Board to determine whether an increase in his rate of compensation is appropriate, which determination shall be within the sole discretion of the Board. (b) Any employee bonus will be at the discretion of the Board of Directors and based on financial performance of the company in conjunction with the performance of the common stock price among other factors deemed reasonable and applicable by the Board of Directors. (c) He shall be reimbursed by the Company for all reasonable business, promotional, travel and entertainment expenses which are pre-approved by the Chairman of the Board and or full Board of Directors and subsequently incurred or paid by him during the employment period in the performance of his services under this Agreement that are consistent with the Company's policies in effect from time to time, provided that the Employee furnishes to the Company appropriate documentation in a timely fashion required by the Internal Revenue Code in connection with such expenses and shall furnish such other documentation and accounting as the Company may from time to time reasonably request. (d) He shall be entitled to all scheduled holidays of the Company, and a minimum of twenty (20) days of paid vacation per year (subject to increase in the sole discretion of the Board and subject to Company policy). (e) He shall be eligible to participate in the benefits made generally available by the Company to the Employee management team, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company's sole discretion. It is understood by the employee that all benefits are pre-approved by the Board of Directors. View More

Compensation. Employee's compensation shall be paid as follows: (a) Base Salary. During the Term, Employee shall receive as compensation a base salary at an annual rate of Three Hundred Fifty Thousand and Four Hundred Dollars ($350,400.00) (the "Base Salary"), less any federal, state and local payroll taxes and other withholdings legally required or properly requested by Employee. The Base Salary shall be payable semi-monthly in accordance with the Company's regular payroll practices and procedures. Employee'...s Base Salary shall be subject to annual review by the CEO. All full-time employees may be eligible for additional compensation based on performance and may receive additional stock option grants as approved by the Board in its sole discretion. Novan, Inc. 1 (b) Long-Term and Equity Incentive Compensation. During the Term, Employee shall be eligible to participate, at such level and on such terms as shall be approved by the Board in its sole discretion, in the Novan, Inc. 2016 Incentive Award Plan and such other long-term and/or equity-based incentive compensation plans or programs as may be approved by the Board from time to time. (c) Annual Bonus. For calendar year 2016 and each subsequent calendar year that ends during the Term, Employee will be eligible to receive an annual performance-based cash bonus, upon achievement of the annual bonus objectives established by the President/CEO and/or Board of Directors or Compensation Committee thereof (the "Annual Bonus"), pursuant to the Company's Executive Annual Incentive Plan or another bonus plan established by the Company, with a target Annual Bonus equal to thirty-five percent (35%) of the Base Salary for achievement of 100% of the performance objectives. Employee's success in achieving the objectives and the amount of the Annual Bonus will be determined by the President, CEO and/or Board in their reasonable discretion. Upon the recommendation of the President and/or CEO, Employee's annual Bonus may exceed thirty-five percent (35%) of the Base Salary. (d) Paid Leave. Employee shall be entitled to one hundred ninety-two (192) hours of paid time off ("PTO") each calendar year during the Term, to be used accrued and capped in accordance with the Company's then-existing policies at an accrual rate of eight (8) hours per pay period. Notwithstanding the Company's PTO policies providing otherwise, upon termination of Employee's employment other than for "Cause" (as hereinafter defined), Employee will receive pay for all PTO accrued and unused as of the termination date. (e) Benefits. During the Term, Employee shall be entitled to participate in employee benefit plans, programs and arrangements of the Company as are provided generally from time to time to all other similarly situated employees of the Company, including, but not limited to sick leave arrangements. All such benefits are subject to the provisions of their respective plan documents in accordance with their terms and are subject to amendment or termination by the Company without Employee's consent. (f) Business Expenses. During the Term, the Company will reimburse all reasonable expenses incurred by Employee in the performance of her duties to the Company, provided Employee complies with the Company's policies and procedures for reimbursement or advance of business expenses established by the Company. Traveling on behalf of the Company to professional meetings and participating in the dermatology community is expected of Employee in her role as Chief Medical Officer. The reasonable travel and related expenses incurred for such activities, as well as Employee's annual dues for two professional associations and fees for licensing in one state, shall be paid or reimbursed by the Company. Employee agrees to seek the Company's prior approval for any expenses in excess of One Thousand Dollars ($1,000.00). (i) Life Insurance. During the Term, Company shall pay Employee's cost, or at Employee's election reimburse Employee for the cost required, to purchase term life insurance in the face amount of $700,800 to be effective as of the Effective Date or as soon thereafter as is reasonably practicable. The term of the policy will be for ten (10) years, with an annual payment term. The Company will pay the premium during the term of the agreement and any period during which Employee is receiving payments following separation from service under Section 6. View More

Compensation. (a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary of $400,000 payable bi-weekly in accordance with the regular payroll practices of the Company. The Executive's base salary shall be reviewed annually by the Compensation Committee of the Board of Directors ("Committee") and/or the Chief Executive Officer of the Company, in accordance with the Company's standard practices for executives generally, and may be increased, but not decreased, as determined... by the Committee, in its sole discretion, or by any person or persons to whom the Committee has delegated such authority. (b) Annual Bonus and Incentive Plans; Other Benefits. During the Employment Period: (i) the Executive shall be entitled to participate in any short-term and long-term incentive programs established and/or maintained by the Company for its senior level executives generally; (ii) the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs of the Company to at least the same extent as other senior executives of the Company; (iii) the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company to at least the same extent as other senior executives of the Company; and (iv) the Executive shall be entitled to, and the Company shall provide the Executive with 27 days of paid vacation during each calendar year pursuant to the Company's PTO policy. Executive's initial Short Term Incentive Target is 75% of Base Salary. Executive's initial Long Term Incentive Target is 175% of Base Salary. Notwithstanding anything else in this Agreement to the contrary, the Executive shall receive an initial LTI grant equal to two years of LTI split equally among Restricted Stock Units and Performance Stock Units and Executive shall not be eligible for an additional LTI grant until 2019. (c) Expenses. During the Employment Period, the Executive shall be entitled to receive advancement or prompt reimbursement for all reasonable expenses incurred or anticipated to be incurred by the Executive in carrying out the Executive's duties under this Agreement, provided that the Executive complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts, or similar documentation of such expenses. View More

Compensation. You will continue to be paid your current base salary ($325,000 annualized) through the Regular End Date. During the Transition Period, you will be paid on an hourly basis at a rate equivalent to your current annualized base salary for hours actually worked. However, you agree that, after the Regular End Date, you will cease accruing paid time off ("PTO") and earning any additional benefits except as may be expressly set forth in this Agreement or as required by law. Yelp will pay you any PTO th...at you accrue through the Regular End Date, and any compensation that you earn through the Separation Date, subject to Yelp's standard payroll practices. View More

Compensation. Compensation for Services. As full compensation for Services performed by Consultant, Company will pay Consultant a fee for Services rendered as set forth in the applicable Statement of Work. Unless other terms are set forth in the applicable Statement of Work, Company will pay Consultant for Services within thirty (30) calendar days of the date of Consultant's invoice. Consultant shall submit invoices for services rendered on a monthly basis. Invoices shall be submitted to Company via email to ...ap@novabay.com and copied to jhall@novabay.com. Except as may be agreed to in a Statement of Work regarding reimbursed expenses, Consultant will be responsible for all expenses incurred in performing Services under this Agreement. Upon termination of this Agreement (other than for Consultant's material breach), Consultant will be paid fees on a proportional basis for Services performed, up to and including the effective date of such termination. 2.2. Invoice Disputes. In the event that Company disputes any invoice, Company will pay the undisputed portions in accordance with the terms of this Section. The Parties will work in good faith to resolve any disputed invoices within thirty (30) calendar days of notice to Consultant of the disputed invoices by Company. 2.3. Travel Expenses. Unless otherwise agreed in the Statement of Work, travel expenses are not reimbursable except for pre-approved and reasonable travel expenses incurred by Consultant for travels requested by the Company, and solely and exclusively for the purpose of carrying on the Company's business at such travels. However, in no case shall travel time be reimbursed. Air fares shall be economy class. 2.4. Other Expenses. The Company shall not pay or reimburse the Consultant for expenses incurred by the Consultant in connection with the performance of the Services and related to the business of the Company, unless prior approval has been provided by the Company. View More

Compensation. (a) Base Salary. Executive's minimum base salary during the Term shall be at the rate of $335,000 per year. Executive's base salary shall be payable in substantially equal installments in accordance with the Company's payroll practices as in effect from time to time, less any amounts required to be withheld under applicable law. The base salary will be subject to adjustment from time to time in the sole discretion of the Company; provided that, the Company covenants that (A) during the first twe...lve months of Executive's employment, it shall not reduce Executive's base salary and (B) following such twelve month period, it shall not reduce the base salary below the base salary then in effect immediately prior to the reduction unless (i) Executive consents to such reduction, or (ii) the reduction is in connection with a general reduction of not more than 20% in compensation of senior executives of the Company generally that occurs prior to the effective date of any Corporate Change. (b) Bonus. In addition to the base salary, the Company may pay Executive an annual bonus (the "Bonus") as determined by the Board, solely in its discretion (it being understood that Executive's target annual bonus shall be 35% of Executive's base salary in effect for such year, but may be higher or lower in any year in the Board's discretion). The Board's decision to issue a Bonus to Executive in any particular year shall have no effect on the absolute discretion of the Board to grant or not to grant a Bonus in subsequent years. Executive must be an active employee of the Company on December 31 of any calendar year in order to be eligible for and to earn any Bonus for that year. Any Bonus for a particular year shall be paid or provided to Executive in a lump sum no later than March 15th of the calendar year following the calendar year in which the Bonus was earned. For the avoidance of doubt, Executive will first be eligible for the Bonus in 2018, and will not be eligible to receive or earn any Bonus for the 2017 calendar year. (c) Stock Option Grant. Subject to approval by the Board, the Company will grant to Executive an option to purchase 125,000 shares of the Company's common stock (the "Option"). The Option is subject to adjustment for stock splits, combinations or other recapitalizations. The exercise price per share of the Option shall be equal to the last reported sale price per share of the common stock on the NASDAQ stock exchange on the effective date of grant of the Option approved by the Board. The Option shall be issued pursuant to the Company's 2014 Equity Incentive Plan, as it may be amended from time to time, and will be subject to all of the terms and conditions set forth in such plan and the Stock Option Agreement covering the Option. (d) Vacation. Executive shall be entitled to take 20 days of paid vacation during each year of the Term to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company. The number of vacation days for which Executive is eligible shall accrue at the rate of 1.67 days per month. Vacation is at all times subject to the Company's Time-Off Policy, which the Company may change periodically in its sole discretion. (e) Fringe Benefits. Executive shall be entitled to participate in any employee benefit plans that the Company makes available to its executives (including, without limitation, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the "Fringe Benefits"), provided that the Fringe Benefits shall not include any stock option or similar plans relating to the grant of equity securities of the Company. These benefits may be modified or changed from time to time at the sole discretion of the Company. Where a particular benefit is subject to a formal plan (for example, medical or life insurance), eligibility to participate in and receive any particular benefit is governed solely by the applicable plan document, and eligibility to participate in such plan(s) may be dependent upon, among other things, a physical examination. (f) Reimbursement of Expenses. Executive shall be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses that are reasonably incurred by him in furtherance of the Company's business in accordance with reasonable policies adopted from time to time by the Company for senior executives, subject to Section 4(d)(v). View More