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. (a) Base Salary. During the Term, the Company will pay Executive a base salary in the amount of $500,000 per annum (the "Base Salary"), payable in such installments as the Company pays other similarly situated individuals. The Base Salary will be annually reviewed for increase (but not decrease) by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") during the Term. (b) Annual Performance Bonus. During the Term, Executive will be eligible to receive... an annual discretionary performance bonus pursuant to the Company's annual bonus program in respect of each fiscal year during the Term. The actual bonus payable to Executive will be determined by the Compensation Committee based on, among other things, individual performance for such year, the achievement of the applicable performance criteria established by the Compensation Committee for such year, and such other factors deemed to be relevant by the Compensation Committee. The Company will pay any such annual discretionary performance bonus at the same time or times, and subject to the same conditions (including any applicable repayment provisions) as annual bonus payments to other similarly situated officers of the Company, provided that Executive is an active employee of the Company, and has not given or received notice of termination of employment, as of the date on which such bonus is paid. (c) Equity-Based Awards. (i) During the term, Executive will be eligible to participate in the Company's equity-based incentive compensation programs as in effect from time to time and receive periodic grants of equity-based awards, subject to the terms and conditions set forth in the applicable equity incentive plan and Executive's individual award agreements. (ii) As soon as practicable following the Effective Date, and subject to approval by the Compensation Committee, Executive will receive a one-time grant of 2,350,000 performance-based restricted stock units of the Company pursuant to the General Share Reserve, as defined in the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"), subject to the terms and conditions of the 2021 Plan and an individual award agreement substantially in the form attached as Exhibit A hereto (the "Management RSU Award").View More
Compensation. (a) Base Salary. During the Term, the Company will pay Executive a base salary in the amount of $500,000 £385,000 per annum (the "Base Salary"), payable in such installments as the Company pays other similarly situated individuals. The Base Salary will be annually reviewed for increase (but not decrease) by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") during the Term. (b) Annual Performance Bonus. During the Term, Executive will be eligible t...o receive an annual discretionary performance bonus pursuant to the Company's annual bonus program in respect of each fiscal year during the Term. The actual bonus payable to Executive will be determined by the Compensation Committee based on, among other things, individual performance for such year, the achievement of the applicable performance criteria established by the Compensation Committee for such year, and such other factors deemed to be relevant by the Compensation Committee. The Company will pay any such annual discretionary performance bonus at the same time or times, and subject to the same conditions (including any applicable repayment provisions) as annual bonus payments to other similarly situated officers of the Company, provided that Executive is an active employee of the Company, and has not given or received notice of termination of employment, as of the date on which such bonus is paid. (c) Equity-Based Awards. (i) During the term, Executive will be eligible to participate in the Company's equity-based incentive compensation programs as in effect from time to time and receive periodic grants of equity-based awards, subject to the terms and conditions set forth in the applicable equity incentive plan and Executive's individual award agreements. (ii) As soon as practicable following the Effective Date, and subject to approval by the Compensation Committee, Executive will receive a one-time grant of 2,350,000 performance-based restricted stock units of the Company pursuant to the General Share Reserve, as defined in the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"), subject to the terms and conditions of the 2021 Plan and an individual award agreement substantially in the form attached as Exhibit A hereto (the "Management RSU Award"). (iii) The 2021 Plan and any award agreement thereunder do not form part of this Agreement. If Executive ceases to be employed by the Company for any reason (including as a result of a repudiatory breach of contract by the Company), Executive shall not be entitled, by way of compensation for loss of employment, breach of contract or otherwise to any sum or other benefit (unless provided for in the 2021 Plan or any award agreement) to compensate Executive for any rights or prospective rights under the 2021 Plan. View More
Compensation. 3.1 Consulting Fees. In consideration for the Consultant's services, the Company shall grant to the Consultant, subject to the approval of the Company's Board of Directors and the execution of a restricted stock agreement, a restricted stock award for 106,400 shares of the Company's common stock (the "Shares"), which shall vest in equal monthly installments of 1/48th of the Shares following the Effective Date until the fourth anniversary of the Effective Date. The Shares shall otherwise be subje...ct to the terms and conditions of the restricted stock agreement, which shall be in a form approved by the Company's Board of Directors. 3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement. The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of $500.00 per month without the prior written approval of the Company. 3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.View More
Compensation. 3.1 Consulting Fees. Shares. In consideration for connection with the Consultant's services, execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. Subject to approval of the Board of Directors of the Company, the Company shall grant issue and sell to the Consultant, subject to the approval of the Company's Board of Directors and the execution of a restricted stock agreement, a restricted stock award for 106,400 shares of Consultant shall purchase from... the Company's common stock (the "Shares"), which shall vest in equal monthly installments of 1/48th of the Shares following the Effective Date until the fourth anniversary of the Effective Date. The Shares shall otherwise be Company, subject to the terms and conditions set forth in this Agreement and the Restricted Stock Agreement, 1,990,000 shares (the "Shares") of common stock, $0.0001 par value, of the restricted stock agreement, which Company ("Common Stock"), at a purchase price of $0.0001 per share, for an aggregate purchase price of $190. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be in a form approved by subject to the Company's Board terms of Directors. the Restricted Stock Agreement. 3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement. The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of $500.00 per month without the prior written approval of the Company. 3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company. View More
Compensation. 3.1 Consulting Fees. In consideration The Company shall pay to the Consultant a consulting fee of (i) $30,000.00 for the Consultant's services, services performed in January 2019, and (ii) $20,000 for services performed in February 2019. The Consultant shall submit to the Company a semimonthly statement of the number of hours of consulting services that Consultant performed in such semimonthly period. In the event that this Agreement terminates early pursuant to Section 4, payment for any partia...l period shall grant be prorated. The Company shall pay to the Consultant, subject to Consultant the approval of the Company's Board of Directors and the execution of a restricted stock agreement, a restricted stock award for 106,400 shares of the Company's common stock (the "Shares"), which shall vest in equal monthly installments of 1/48th of the Shares following the Effective Date until the fourth anniversary of the Effective Date. The Shares shall otherwise be subject to the terms and conditions of the restricted stock agreement, which shall be in a form approved by the Company's Board of Directors. amount shown on each such statement within thirty (30) days after receipt thereof. 3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement. The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of $500.00 per month without the prior written approval of the Company. 3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company. View More
Compensation. 3.1 Consulting 4.1. Fees. In During the Consultation Period, the Company shall pay to Consultant a fee in cash of $25,000 per year, paid in quarterly installments in arrears, in connection with the performance of services hereunder, including his service as a member of the SAB. The pay for any partial quarter shall be prorated. 4.2. Equity. As additional consideration for the Consultant's services, in addition to the fee provided for in Section 4.1 hereof, the Company shall grant to the Consulta...nt, subject to the approval of the Company's Board of Directors and the execution of a restricted stock agreement, a restricted stock award for 106,400 172,240 shares of the Company's common stock (the "Shares"), which shall vest in equal monthly installments of 1/48th as follows: twenty-five percent (25%) of the Shares following on the first anniversary of the Effective Date Date, and the balance of the Shares in equal quarterly installments of 6.25% of the Shares thereafter until the fourth anniversary of the Effective Date. The Shares shall otherwise be subject to the terms and conditions of the Company's 2019 Stock Incentive Plan (the "Plan") and a restricted stock agreement, agreement under the Plan, which shall be in a form approved by the Company's Board of Directors. 3.2 The Consultant understands and agrees that this additional consideration has been mutually agreed upon by the Company and the Consultant, is fair and reasonable, and is sufficient consideration in exchange for the restrictions set forth in Section 9 of this Agreement. 4.3. Reimbursement of Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, with or related to, to the performance of Consultant's his consulting services under and attendance at SAB meetings pursuant to this Agreement. Agreement (the "Expenses"). The Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Consultant shall not incur total expenses in excess of $500.00 per month without the prior written approval of the Company. 3.3 4.4. Benefits. The Consultant shall not be entitled to any benefits, coverages coverage or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company. View More
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate the Director an annual fee of $125,000 (the "Annual Fee"), which Annual Fee shall be paid to the Director monthly commencing in the first month following the Effective Date, and shall be subject to adjustment from time to time by the Board. The Director shall be responsible for his or her own individual income tax payment on the Annual Fee in jurisdictions where the Director resides.
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate the Director an the annual fee of $125,000 fees set forth on Exhibit A (the "Annual Fee"), Fees"), which Annual Fee Fees shall be paid to the Director monthly commencing in the first month following the Effective Date, and shall be subject to adjustment from time to time by the Board. The Director shall be responsible for his or her own individual income tax payment on the Annual Fee Fees ...in jurisdictions where the Director resides. View More
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate pay the Director an annual fee of $125,000 (the "Annual Fee"), $35,000, which Annual Fee annual fee shall be paid to the Director monthly commencing in the first month following the Effective Date, and Date. In addition, the Director shall receive an annual grant of $35,000 of restricted shares, restricted share units and/or share options, subject to approval of the Board or compensation c...ommittee of the Board. Such compensation shall be subject to adjustment from time to time by the Board. The Director shall be responsible for his or her own individual income tax payment on the Annual Fee such compensation in jurisdictions where the Director resides. View More
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate the Director an the annual fee of $125,000 (the "Annual Fee"), fees and other compensation set forth on Exhibit A, which Annual Fee annual fees shall be paid to the Director monthly commencing in the first month following the Effective Date, and effective date of the Director's appointment to the Board. Such compensation shall be subject to adjustment from time to time by the Board. The Di...rector shall be responsible for his or her own individual income tax payment on the Annual Fee such compensation in jurisdictions where the Director resides. View More
Compensation. 2.1 Salary. During the Term, the Company shall pay to Executive an annualized base salary of $225,000, subject to annual increase as may be determined by the board of directors of the Company, through the end of the Term ("Base Salary"). The Base Salary shall be calculated and paid in substantially equal, periodic installments in accordance with the Company's normal payroll procedures. 2.2 Annual Performance Bonus. For each calendar year during the Term ("Bonus Year"), Executive shall be eligibl...e to earn an annual performance bonus as recommended by the compensation committee of the board of directors of the Company and approved by the board. Bonus targets and goals shall be determined each calendar year by the board of directors upon recommendation of the compensation committee. All performance bonuses shall be paid to (or in the case of Executive's death, Executive's designated beneficiary) during the first month of the calendar year following the Bonus Year in which such bonus has been earned at the same time at which the Company pays bonuses for such Bonus Year to other executives of the Company. Annual bonuses shall be deemed earned on December 31 of the Bonus Plan Year. The first Bonus Year shall be the year ending December 31, 2022. 2.3 [Reserved] 2.4 Options. Executive is hereby granted an option (the "Option") to purchase 1,000,000 shares of the common stock of CHG as soon as practicable after the date hereof under the terms of the Company's 2022 performance equity plan, with a vesting period of three years and an exercise price per share equal to the fair market value per share of the Company's common stock as of the date of the grant and as evidenced and governed by the terms of a stock option agreement to be executed by the Company and the Executive in connection with such grant (the "Stock Option Agreement"), which shall be executed promptly following the date hereof. Executive may be granted additional options to purchase shares of common stock from time to time as determined by the board, upon recommendation of the compensation committee. 2.5 Executive Benefits. During the Term, Company shall provide Executive (and, to the extent eligible, Executive's dependents and beneficiaries) all medical, health, dental, vision, prescription reimbursement, life insurance, welfare, perquisite, and other Executive benefits plans that are sponsored by the Company for the benefit of its Executives, on terms and conditions set forth in such programs and plans (as amended from time to time). 2.6 Expenses. During the Term, the Company shall reimburse Executive in accordance with the Company's reimbursement policies for all reasonable out-of-pocket expenses incurred by Executive in connection with the performance of Executive's duties hereunder. Expenses will be reimbursed within 30-days of Executive properly submitting expense for reimbursement. 2.7 Vacation. During the Term, Executive shall be entitled to three (3) weeks paid vacation per calendar year, such vacation time to be taken as mutually convenient for Executive and the Company. Except as otherwise provided in Section 4 hereof, Executive shall not be paid for unused vacation time.View More
Compensation. 2.1 Salary. During the Term, the Company shall pay to Executive an annualized base salary of $225,000, $300,000, subject to annual increase as may be determined by the board of directors of the Company, through the end of the Term ("Base Salary"). The Base Salary shall be calculated and paid in substantially equal, periodic installments in accordance with the Company's normal payroll procedures. 2.2 Annual Performance Bonus. For each calendar year during the Term ("Bonus Year"), Executive shall ...be eligible to earn an annual performance bonus as recommended by the compensation committee of the board of directors of the Company and approved by the board. Bonus targets and goals shall be determined each calendar year by the board of directors upon recommendation of the compensation committee. All performance bonuses shall be paid to (or in the case of Executive's death, Executive's designated beneficiary) during the first month of the calendar year following the Bonus Year in which such bonus has been earned at the same time at which the Company pays bonuses for such Bonus Year to other executives of the Company. Annual bonuses shall be deemed earned on December 31 of the Bonus Plan Year. The first Bonus Year shall be the year ending December 31, 2022. 2.3 [Reserved] [Reserved.] 2.4 Options. Executive is hereby granted an option (the "Option") to purchase 1,000,000 shares of the common stock of CHG as soon as practicable after the date hereof under the terms of the Company's 2022 performance equity plan, with a vesting period of three years and an exercise price per share equal to the fair market value per share of the Company's common stock as of the date of the grant and as evidenced and governed by the terms of a stock option agreement to be executed by the Company and the Executive in connection with such grant (the "Stock Option Agreement"), which shall be executed promptly following the date hereof. Executive may be granted additional options to purchase shares of common stock from time to time as determined by the board, upon recommendation of the compensation committee. [Reserved]. 2.5 Executive Benefits. During the Term, Company shall provide Executive (and, to the extent eligible, Executive's dependents and beneficiaries) all medical, health, dental, vision, prescription reimbursement, life insurance, welfare, perquisite, and other Executive benefits plans that are sponsored by the Company for the benefit of its Executives, on terms and conditions set forth in such programs and plans (as amended from time to time). 2.6 Expenses. During the Term, the Company shall reimburse Executive in accordance with the Company's reimbursement policies for all reasonable out-of-pocket expenses incurred by Executive in connection with the performance of Executive's duties hereunder. Expenses will be reimbursed within 30-days of Executive properly submitting expense for reimbursement. 2.7 Vacation. During the Term, Executive shall be entitled to three (3) weeks paid vacation per calendar year, such vacation time to be taken as mutually convenient for Executive and the Company. Except as otherwise provided in Section 4 hereof, Executive shall not be paid for unused vacation time. View More
Compensation. a. Base Salary. You will be paid an annual base salary of Four Hundred Eighty-Three Thousand Dollars ($483,000). Your base salary will be payable pursuant to the Company's regular payroll policy. Your salary will 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 fifty percent (50%) of your annual base salary based upon achievement of certain performance goals and corporate milestones ...established by the Board in consultation with you. Achievement of goals will be determined in the sole discretion of the Board or a Compensation Committee of the Board. To earn any part of the bonus, you must be employed on December 31st of the applicable bonus year and such bonus shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates. Your bonus target will be reviewed annually and may be modified by the Board in connection with any such review. c. Option Grants. You are eligible for annual option grants in the Company's sole discretion. d. 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. a. Base Salary. You will be paid an annual base salary of Four Six Hundred Eighty-Three Twenty-Five Thousand Dollars ($483,000). ($625,000). Your base salary will be payable pursuant to the Company's regular payroll policy. Your salary will 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 fifty sixty percent (50%) (60%) of your annual base salary based upon achievement of certain per...formance goals and corporate milestones established by the Board in consultation with you. Achievement of goals will be determined in the sole discretion of the Board or a Compensation Committee of the Board. To earn any part of the bonus, you must be employed on December 31st of the applicable bonus year and such bonus shall be paid no later than March 15th of the year immediately following the year to which the applicable annual bonus relates. Your bonus target will be reviewed annually and may be modified by the Board in connection with any such review. c. Option Grants. You are eligible for annual option grants in the Company's sole discretion. d. 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. 1 3. Benefits. a. Vacation and Holidays. You will be eligible for four weeks of paid vacation each year and Company paid holidays consistent with the Company's vacation policy offered to other executive level employees of the Company. b. Other. You will be eligible to participate in such medical, retirement and other benefits as are approved by the Board and made available to other executive level employees of the Company. As is the case with all employee benefits, such benefits will be governed by the terms and conditions of applicable plans or policies, which are subject to change or discontinuation at any time. View More
Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a monthly payment of compensation in an amount to be agreed to between the Administrator and the Servicer, which shall be solely an obligation of the Servicer.
Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a monthly payment of compensation fee in an amount to be agreed to upon between the Administrator Servicer and the Servicer, Administrator, and which shall be solely an obligation of the Servicer.
Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a monthly payment of compensation fee in an amount to be agreed to upon between the Administrator Servicer and the Servicer, Administrator, and which shall be solely an obligation of the Servicer.
Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a monthly payment of compensation fee in an amount to be agreed to upon between the Administrator Servicer and the Servicer, Administrator, and which shall be solely an obligation of the Servicer.
Compensation. For the duration of the Employment Term and as compensation for his services and covenants hereunder, Employee shall receive: (a)Salary. Employee's base salary shall be one hundred eighty thousand US Dollars (US$180,000) per year ("Base Salary"). The Base Salary shall be payable in equal monthly instalments in US Dollars in accordance with the Company's standard payroll practices and policies for employees. The Base Salary shall be reviewed annually, and any increases will be approved by the VNR...X Board of Directors or its Compensation Committee, and the Board of Directors of the Company. (b)Incentive Plan. The Employee shall also be eligible to participate in the VNRX annual equity incentive plan for employees. The criteria for determining the amount of any allocations to the Employee under the VNRX annual equity incentive plan for employees, including the criteria for determining the amount of the award, and the conditions that must be satisfied to entitle Employee to receive the award for any year during the term of his Agreement shall be determined, in their sole discretion, by the VNRX Board of Directors or its Compensation Committee.View More
Compensation. For the duration of the Employment Term and as compensation for his services and covenants hereunder, Employee shall receive: (a)Salary. (a) Salary. Employee's base salary shall be one hundred eighty thousand US Three Hundred and Twenty Thousand U.S. Dollars (US$180,000) (US$320,000) per year ("Base Salary"). The Base Salary shall be payable in equal monthly instalments in US U.S. Dollars in accordance with the Company's standard payroll practices and policies for employees. The Base Salary shal...l be reviewed annually, and any increases will be approved by the VNRX VolitionRx Board of Directors or its Compensation Committee, and the Board of Directors of the Company. (b)Incentive Plan. The (b) Incentive Plans. During the Employment Term, the Employee shall also be eligible to participate in other employee incentive plans of VolitionRx and/or the VNRX annual equity incentive plan for employees. Company, if any. The criteria for determining the amount of any allocations to the Employee under the VNRX annual equity such incentive plan plans for employees, including the criteria for determining the amount of the any award, and the conditions that must be satisfied to entitle Employee to receive the such award for any year during the term of his this Agreement shall be determined, in their the sole discretion, by discretion of the VNRX VolitionRx Board of Directors or Directors, its Compensation Committee. Committee or the Company's Board, as applicable. View More
Compensation. Employer shall pay to the Employee compensation for his services as follows: (a) Base Salary. The Employee shall be entitled to receive during his service hereunder a minimum annual base salary (the "Base Salary") of Two Hundred Ninety Thousand Dollars ($290,000), which shall be payable in installments in accordance with Employer's usual payroll method. Annually commencing in 2018, the Board of Directors (or a committee thereof) shall review the Employee's performance, the status of Employer and... such other factors as the Board of Directors or a committee thereof shall deem appropriate and shall adjust the Base Salary accordingly, which shall not be less than the Base Salary then in effect, unless any reduction in salary to less than the Base Salary then in effect is part of an overall reduction in compensation applicable to all senior executive officers of the Employer. (b) Incentive Plans. Employee shall be entitled to participate in any incentive plans established by Employer for executive officers of the Employer, including the Employer's Short term Incentive Plan and Long Term Incentive Plan, with a pro rata incentive award opportunity for calendar 2017.View More
Compensation. Employer shall pay to the Employee compensation for his services as follows: (a) Base Salary. The Employee shall be entitled to receive during his service hereunder a minimum annual base salary (the "Base Salary") of Two Three Hundred Ninety Sixty Four Thousand Three Hundred Seventy Five Dollars ($290,000), ($364,375), which shall be payable in installments in accordance with Employer's usual payroll method. Annually commencing in 2018, 2015, the Board of Directors (or a committee thereof) shall... review the Employee's performance, the status of Employer and such other factors as the Board of Directors or a committee thereof shall deem appropriate and shall adjust the Base Salary accordingly, which shall not be less than the Base Salary then in effect, unless any reduction in salary to less than the Base Salary then in effect is part of an overall reduction in compensation applicable to all senior executive officers of the Employer. (b) Incentive Plans. Employee shall be entitled to participate in any incentive plans established by Employer for executive officers of the Employer, including the Employer's Short term Incentive Plan and Long Term Incentive Plan, with a pro rata incentive award opportunity for calendar 2017. Employer. View More
Compensation. As compensation for her services hereunder, effective as of November 1, 2017 and continuing during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of Cdn$635,000 ("Base Salary"). (b)Perquisite Allowance. During the Term, the Company will also provide the Executive with a monthly perquisite allowance equal to Cdn$1,000 per month (the "Perquisite Allowance"), to cover the costs of leasing, insuring and maintaining an automobi...le, professional dues, as well as other perquisites (including club dues), to be paid in accordance with the Company's normal payroll practices. (c)Annual Discretionary Bonus. During the Term, the Executive shall be eligible to receive an annual discretionary bonus in an amount equal to up to 100% of the then current Base Salary, based upon criteria determined by the MDC Executive and the Compensation Committee, which criteria shall include the Executive's performance, the overall financial performance of the Company and such other factors as the MDC Executive and the Compensation Committee shall deem reasonable and appropriate in their sole discretion (the "Annual Discretionary Bonus"). The Annual Discretionary Bonus will be paid in accordance with the Company's normal bonus payment procedures, and may be paid in the form of equity incentive awards. The Company may also require the Executive to sign a standard form of retention agreement in connection with each payment of an Annual Discretionary Bonus. The Annual Discretionary Bonus may be pro-rated to reflect Executive's prior compensation under the Original Employment Agreement. (d)Participation in Equity Incentive Programs. The Executive shall also be eligible to ongoing participation in all current and future equity and/or cash incentive plans of the Company, including but not limited to potential awards of stock options, stock appreciation rights and/or awards of restricted shares of the Company.View More
Compensation. As compensation for her his services hereunder, effective as of November 1, 2017 and continuing during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of Cdn$635,000 $450,000 ("Base Salary"). (b)Perquisite Allowance. During Salary"), subject to periodic review by the Term, Human Resources & Compensation Committee of the Board of Directors of the Company will also provide the Executive with a monthly perquisite allowance equ...al (the "Compensation Committee") to Cdn$1,000 per month (the "Perquisite Allowance"), to cover the costs of leasing, insuring and maintaining an automobile, professional dues, as well as other perquisites (including club dues), to be paid determine appropriate increases, if any, in accordance with the Company's normal payroll practices. (c)Annual practices and policies for other senior executives. (b)Annual Discretionary Bonus. During the Term, in respect of all calendar years beginning 2018, the Executive shall be eligible to receive an annual discretionary bonus in an amount equal to up to 100% 50% of the then current Base Salary, based upon criteria determined by the MDC Executive and the Compensation Committee, which criteria shall include the Executive's performance, the overall financial performance of the Company and such other factors as the MDC Executive and the Compensation Committee shall deem reasonable and appropriate in their sole discretion (the "Annual Discretionary Bonus"). The Annual Discretionary Bonus will be paid in accordance with the Company's normal bonus payment procedures, and may be paid in the form of equity incentive awards. The Company may also require the Executive awards and/or subject to sign a standard form of retention agreement in connection with each payment of an Annual Discretionary Bonus. agreements. The Annual Discretionary Bonus in respect of 2018 may be pro-rated for the Term of your employment. (c)Restricted Stock Grant. As soon as practicable following commencement of Executive's employment with the Company, the Executive shall receive an award of 25,000 restricted shares of the Company's Class A subordinate voting shares in accordance with and subject to reflect Executive's the terms and conditions of a separate restricted stock agreement to be executed and delivered by the Executive and MDC Partners Inc. (the "Initial Stock Grant"). The shares of stock issued 2 in connection with the Initial Stock Grant shall be subject to a 3-year cliff vesting condition, subject to accelerated vesting upon termination without Cause. (d)Signing/Retention Bonus. The Company shall pay Executive a signing bonus in an amount equal to $200,000 (the "Signing Bonus") within thirty (30) days after commencement of the Term of employment, subject to applicable withholding for federal, state and local taxes. Notwithstanding the foregoing, in the event that Executive resigns or is terminated by the Company for "Cause" prior compensation under to December 31, 2019, then Executive shall immediately pay back to the Original Employment Agreement. (d)Participation Company an amount equal to the Signing Bonus. If prior to December 31, 2019, your employment is terminated by the Company without Cause or by Executive for Good Reason, then Executive will not have to repay the Signing Bonus. (e)Participation in Equity Incentive Programs. The Executive shall also be eligible to ongoing participation in all current and future equity and/or cash incentive plans of the Company, including but not limited to potential awards of stock options, stock appreciation rights and/or awards of restricted shares of the Company. View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, Employee shall receive a base salary at the rate of $260,000 per year, less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. Employee will be eligible for an annual discretionary bonus (the "Annual Bonus"). Whether Employee receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined in the discretion of the Board... (or the Compensation Committee thereof), based upon the Company's and Employee's achievement of objectives and milestones to be determined on an annual basis by the Board (or Compensation Committee thereof). No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, Employee must remain an employee in good standing of the Company on the scheduled Annual Bonus payment date in order to be eligible for any Annual Bonus. 1 3. Standard Company Benefits. Employee shall, in accordance with Company policy and the terms and conditions of the applicable Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to its employees from time to time, including health insurance for Employee and eligible dependents. Any such benefits shall be subject to the terms and conditions of the governing benefit plans and policies and may be changed by the Company in its discretion.View More
Compensation. 2.1 Base 2.1Base Salary. For services to be rendered hereunder, Employee shall receive a base salary at the rate of $260,000 per year, less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual 2.2Annual Discretionary Bonus. Employee will be eligible for an annual discretionary bonus (the "Annual Bonus"). Whether Employee receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determine...d in the good faith discretion of the Board board of directors of the Company (the "Board") (or the Compensation Committee thereof), based upon the Company's and Employee's achievement of objectives and milestones to be determined on an annual basis by the Board (or Compensation Committee thereof). No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, Employee must remain an employee in good standing of the Company on the scheduled date the Annual Bonus payment date is paid in order to be eligible for and earn any Annual Bonus. 1 3. Standard For the calendar year of Employee's Start Date, Employee's eligibility for the Annual Bonus, and the amount thereof, will be prorated based on Employee's Start Date. 2.3[Signing/Retention/Relocation Bonus. ]1 3.Standard Company Benefits. Employee shall, in accordance with Company policy and the terms and conditions of the applicable Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to its executive officers and other employees from time to time, including health insurance for time. Employee shall also be entitled to paid sick leave, paid time off, and eligible dependents. holidays as outlined in the Company's employment policies and as otherwise required by applicable law. Any such benefits shall be subject to the terms and conditions of the governing benefit plans and policies, as well as the Company's policies and may be changed by the Company in its discretion. View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, Employee shall receive a base salary at the rate of $260,000 $229,000 per year, less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. Employee will be eligible for an annual discretionary bonus with a target amount of 40% of Employee's then-current annual base salary (the "Annual Bonus"). Whether Employee receives an Annual Bonus for any given year, and the... amount of any such Annual Bonus, will be determined in the discretion of the Company's Board of Director's (or the Compensation Committee thereof), thereof) (the "Board"), based upon the Company's and Employee's achievement of objectives and milestones to be determined on an annual basis by the Board (or Compensation Committee thereof). No Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, Employee must remain an employee in good standing of the Company on the scheduled Annual Bonus payment date in order to be eligible for any Annual Bonus. 1 3. Standard Company Benefits. Employee shall, in accordance with Company policy and the terms and conditions of the applicable Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to its employees from time to time, including health insurance for Employee and eligible dependents. time. Any such benefits shall be subject to the terms and conditions of the governing benefit plans and policies and may be changed by the Company in its discretion. To the extent Employee is not eligible for the Company's healthcare benefits on the Start Date, Company will reimburse Employee for the cost of COBRA to maintain his healthcare benefits from his prior employer until such time as Employee is eligible for the Company's benefits. View More
Compensation. 2.1 Base Salary. For services to be rendered hereunder, Employee shall receive a base salary at the rate of $260,000 $305,000 per year, year (the "Base Salary"), less standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule. 2.2 Annual Bonus. Employee will be eligible for an annual discretionary bonus (the "Annual Bonus"). Bonus") of up to thirty percent (30%) of Employee's then-current Base Salary. Whether Employee receives an Annual Bon...us for any given year, and the amount of any such Annual Bonus, will be determined in the discretion of the Company's Board of Directors (the "Board") (or the Compensation Committee a committee thereof), based upon the Company's and Employee's achievement of objectives and milestones to be as determined on an annual basis by the Board (or Compensation Committee a committee thereof). No amount of the Annual Bonus is guaranteed and, in addition to the other conditions for earning such compensation, Employee must remain an employee in good standing of the Company on 1. the scheduled payment date of any Annual Bonus payment date in order to be eligible for any such Annual Bonus. 1 3. 2.3 Standard Company Benefits. Employee shall, in accordance with Company policy and the terms and conditions of the applicable Company benefit plan documents, be eligible to participate in the benefit and fringe benefit programs provided by the Company to its employees from time to time, including health insurance for Employee and eligible dependents. time. Any such benefits shall be subject to the terms and conditions of the governing benefit plans and policies and may be changed by the Company in its discretion. Notwithstanding the foregoing, until the Company implements a group medical insurance plan, the Company shall reimburse Employee for the cost of COBRA premiums or premiums for other health insurance benefits, upon receipt from Employee of acceptable proof of payment of such premiums. 2.4 Expenses. The Company will reimburse Employee for reasonable travel, entertainment or other expenses incurred by Employee in furtherance or in connection with the performance of Employee's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time. 2.5 Stock Option Grant. Subject to approval by the Board, Employee will be granted a stock option to purchase up to 300,000 shares of the Company's Common Stock under the Company's 2014 Equity Incentive Plan, as amended (the "Plan"), at an exercise price equal to the fair market value per share of common stock on the date of grant as determined by the Board (the "Option"). The Option will be subject to the terms and conditions of the Plan, and the corresponding stock option grant notice and stock option agreement. The Option will have a four-year vesting schedule, pursuant to which 25% of the shares subject to the Option will vest one year following the Start Date, with the remaining shares subject to the Option vesting monthly thereafter over the next 36 months (in each case, subject to Employee's continuous service to the Company), until either the Option is fully vested or Employee's employment ends, whichever occurs first. View More
