Compensation Contract Clauses (7,502)

Compensation. For all services rendered by Employee under the Agreement, Sonic Foundry shall pay Employee a salary of $231,750.00 per year, payable in bi-weekly installments in accordance with Sonic Foundry's standard payroll practices. Employee's annual salary is hereinafter referred to as "Base Compensation". (b) Bonus Plans. Employee may receive periodic performance bonuses as may be declared by the Board of Directors of Sonic Foundry (or a duly constituted and empowered committee thereof). (c) Other Benef...its. Employee shall receive such other incidental benefits of employment, such as insurance, retirement plan, employee stock option plan participation, and paid time off, as are provided generally to Sonic Foundry's other salaried employees on the same terms as are applicable to such other employees. (d) Expenses. Employee shall also be reimbursed for all reasonable business expenses incurred in connection with Employee's employment. View More

Compensation. Executive shall be compensated by the Company for his services as follows: (a) Base Salary. During the Term, Executive shall be paid a base salary ("Base Salary") of $37,500 per month (or $450,000 on an annualized basis), subject to applicable withholdings, in accordance with the Company's normal payroll procedures. Executive's Base Salary shall be reviewed on an annual basis by the Board for possible increase (but not decrease) based on the Company's operating results and financial condition, s...alaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Executive's "Base Salary" for purposes of this Agreement. (b) Benefits. During the Term, Executive shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under any of the Company's employee benefit plans, insurance programs and/or indemnification agreements, as may be in effect from time to time, subject to any applicable waiting periods and other restrictions, and to the benefits afforded to other members of the senior executive team under the Company's vacation, holiday and business expense reimbursement policies (all such benefits, the "Benefits"). Executive shall receive four weeks of vacation per year pursuant to the Company's vacation policies or, if greater, the amount afforded to other members of senior management. In addition, Executive shall be reimbursed $1,000 per month for automobile expenses. (c) Bonuses. In addition to the Base Salary, Executive shall be eligible to receive an annual performance bonus at a target of not less than seventy-five percent (75%) of his Base Salary (the "Performance Bonus"). The Performance Bonus shall be a discretionary bonus, determined in the sole discretion of the Board or the Compensation Committee thereof, based upon Executive's performance of his duties and the Company's financial performance, as well as certain performance targets that are approved by the Board or the Compensation Committee. The Company will pay Executive's Performance Bonus for each year at the same time as annual performance bonus payments for such year (if any) are made to other participants with respect to such fiscal year, and in any event, within the two and one half (21⁄2) months following the end of the year in which the Performance Bonus is earned. The Performance Bonus is intended to qualify for the short-term deferral exception to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). (d) Long-Term Incentive Awards. During the Term, Executive shall be eligible to receive, on substantially the same basis as the long-term incentive awards granted to other senior executives of the Company, annual long-term incentive awards under and pursuant to the InnerWorkings, Inc. 2020 Omnibus Incentive Plan, or any successor plan thereto (the "Stock Incentive Plan"), with a targeted grant date value of one hundred percent (110%) of his Base Salary, subject to adjustment by the Compensation Committee of the Board in its sole discretion. (e) Incentive Compensation Recoupment. Any incentive compensation payable pursuant to this Agreement shall be subject to any compensation recovery and/or recoupment policy adopted by the Company to comply with applicable law, including, without limitation, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, as such policies may be adopted and/or amended from time to time. View More

Compensation. (a) For all of the services rendered by the Executive hereunder during the Term, the Executive shall receive an annual base salary of $600,000 (the "Base Salary"), payable in accordance with the Company's regular payroll practices in effect from time to time. The Base Salary will be reviewed on or about December 1, 2020 and annually thereafter by the Board to determine if any increase is appropriate, and if Executive's Base Salary is increased, then the term "Base Salary" as used in this Agreeme...nt shall mean the amount of the Executive's Base Salary then in effect at the applicable time. (b) During the Term, the Executive shall be eligible to receive an annual bonus (pro-rated for the first fiscal year of the Term) with a target amount equal to 60% of the Base Salary (the "Annual Bonus"), in accordance with the terms and conditions of an annual incentive bonus program of the Company as in effect from time to time. Subject to the Executive's continued employment through the payment date (except as otherwise provided in this Agreement), the Annual Bonus, if any, shall be paid to the Executive on the date the Company pays bonuses to its executives generally for the year to which such Annual Bonus relates. (c) During the Term, the Executive shall be entitled to participate in the Company's employee benefit plans, including without limitation, any health, dental, vision and 401(k) plans maintained by the Company, on the same terms and conditions as may from time to time be applicable to the Company's other executive officers, as such employee benefit plans may be in place from time to time. (d) The Executive shall be entitled to a minimum of twenty (20) days of vacation per year (prorated for any partial year worked), in accordance with Company's policy as in effect from time to time. The Executive shall also be entitled to sick days and paid holidays in accordance with the Company's policy as in effect from time to time. (e) During the Term, the Executive shall be reimbursed by the Company for all necessary and reasonable expenses, professional dues, continuing education fees including without limitation any fees and expenses related to the maintenance of professional licenses, and membership dues incurred by him in connection with the performance of his duties hereunder. The Executive shall keep an itemized account of such expenses, together with vouchers and/or receipts verifying the same. Any such expense reimbursement will be made in accordance with the Company's policies governing reimbursement of expenses as are in effect from time to time. 2 (f) All payments and benefits made pursuant to this Agreement shall be subject to such withholding as the Company reasonably believes is required by any applicable federal, state, local or foreign law. View More

Compensation. (a) For all services rendered by Employee to Employer under this Agreement, Employer shall pay to Employee, during the Term, a base annual salary of not less than $235,000 payable in arrears in accordance with the customary payroll practices of Employer. During the Term, Employee's annual base salary shall be reviewed and subject to increase in accordance with Employer's standard policies and procedures. (b) Employee shall be eligible to earn an annual bonus during the term of up to thirty perce...nt (30%) of Employee's annual base salary, or such higher amount as determined by the Board of Directors (or a compensation committee thereof). The eligibility for such bonus shall 1. be based upon the achievement of performance objectives mutually agreed upon by Employee and Employer and shall be payable in accordance with Employer's customary bonus payment schedule. (c) All amounts payable hereunder shall be subject to such deductions and withholdings as shall be required by law, if any. (d) Employee shall be entitled to holidays, sick leave and other time off and to participate in those life, health or other insurance plans and other employee pension and welfare benefit programs, plans, practices and benefits generally made available from time to time to all employees of Employer; provided that nothing herein shall obligate Employer to continue any of such benefits for Employee if discontinued for other employees. Without limiting the foregoing, Employee shall be entitled to paid vacation during each fiscal year of the Term of 20 days. View More

Compensation. Base Salary. The Executive shall receive a base salary ("Base Salary") at an annualized rate of $300,000. The Base Salary shall be payable in arrears in equal installments not less frequently than semi-monthly in accordance with the payroll practices of the Company, less such appropriate deductions as shall be required to be withheld by applicable law and regulations, or by written election of the Executive if agreed to by the Company. 3.2. Annual Review. The Executive's Base Salary shall be rev...iewed by the CEO, based upon the Executive's performance, not less often than annually, and the Executive's Base Salary may thereafter be increased as may be approved by the Board in its sole discretion. In addition to any increases affected as a result of such reviews as contemplated by the first sentence of this Section 3.2, the Board may, upon the recommendation of the chairperson of the Board, at any time and in its sole discretion, increase the Executive's Base Salary. The term "Base Salary" as used herein shall mean and refer to the then current base salary, as increased and adjusted from time to time in accordance with this Section 3.2 hereof. 3.3. Annual Bonus. In addition to Base Salary, the Executive shall be eligible to receive an annual bonus ("Annual Bonus"), for each of the calendar years ending during the Employment Term. The Executive shall have the opportunity to receive a target annual bonus of twenty five (25%) of Base Salary ("Target Bonus"), conditioned upon, and subject to upward or downward adjustment based upon, achievement of the Company and individual goals to be established in good faith by the CEO and the Executive commencing with the fiscal year 2016, with any such bonus being payable within thirty (30) days following the Company's receipt of its audited financial statements pertaining to such year, usually occurring at or about April 1 of the following year. The Executive must be employed as of the date the Annual Bonus is distributed to receive the Annual Bonus. 3.4 Stock Options: The executive will be granted 750,000 stock options for 5 years at a strike price 5% higher than the closing stock price on her first day or work. One Hundred Eighty Seven Thousand Five Hundred (187,500) or 25% of the options will vest upon signature of this Agreement by the Executive. The next three (3) tranches of 25% each of outstanding options will vest every twelve (12) months following Executive's execution of this Agreement. Following the initial vesting of 187,500 options, Executive must be employed on the date of vesting of the remaining options. Any option vested prior to the Executive leaving the Company for any reason will continue to be vested. In the event of a consummation of reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or more than fifty percent (50%) of the Company's equity, the vesting timetable will accelerate and all outstanding options will immediately become fully vested. View More

Compensation. 4.1 As compensation for the Advisor's services hereunder, the Company shall pay Advisor, during the Advisory Period, as follows: (a) (b) a fee of Twenty five Thousand Dollars ($25,000), payable in quarterly installments in arrears on the first day of January, April, July and October of each year; and Signing and Non-Discretionary Bonuses as outlined in Exhibit A hereto. 4.2 In consideration for entering into this Agreement and the Services rendered to the Company, the Company shall grant to Advi...sor the option to purchase Thirty Five Thousand (35,000) shares of Common granted at the beginning of each successive year of service, if the appointment to the SAB is continued, for two subsequent years. 4.3. Reimbursement of Expenses. The Company shall reimburse the Advisor for all reasonable and necessary expenses incurred or paid by the Advisor in connection with, or related to, the performance of his services under this Agreement. The Advisor 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 Advisor amounts shown on each such statement within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Advisor shall not incur any expenses in excess of $3,000.00 in any calendar quarter without the prior written approval of the Company. 4.4. Benefits. The Advisor shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company. The Advisor acknowledges that the Company will not withhold taxes on any amounts paid to him hereunder and that Advisor is responsible for all tax withholding, social security, unemployment insurance and other similar payments. 2 5. Termination. The Company may, without prejudice to any right or remedy it may have due to any failure of the Advisor to perform his obligations under this Agreement, terminate the Advisory Period upon thirty (30) days' prior written notice to the Advisor. The Advisor may, without prejudice to any right or remedy he may have due to any failure of the Company to perform its obligations under this Agreement, terminate this Agreement and the Advisory Period upon thirty (30) days' prior written notice to the Company. In the event of an early termination of this Agreement, the Advisor shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 4.2. Such payments shall constitute full settlement of any and all claims of the Advisor of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Advisory Period, effective immediately upon receipt of written notice, if the Advisor breaches or threatens to breach any provision of Sections 6, 7 or 9. The following provisions shall survive termination of this Agreement: Sections 7, 9 and 14. View More

Compensation. 2.1 Base Salary. 2.2 Equity Awards. 2.3 Target Variable Compensation. 2.4 Company Benefits. 2.5 Expense Reimbursements.

Compensation. In consideration for the services rendered by Consultant to Curis during the term of this Agreement, Curis shall pay Consultant a fee of $200 per hour for any services rendered. Consultant shall invoice Curis on a monthly basis and such fees will be made in arrears within fifteen (15) days of Curis' receipt of such invoice. Curis shall reimburse Consultant for reasonable documented out-of-pocket expenses incurred in the performance of the services hereunder. Consultant shall submit to Curis item...ized monthly statements, in a form satisfactory to Curis, of such hours, fees and expenses incurred in the previous month. Invoices will be submitted monthly to the following address via email: accountspayable@curis.com. Notwithstanding the foregoing, Consultant shall not incur total expenses in excess of Five Hundred dollars ($500.00) per month without the prior written approval of Curis. View More

Compensation. During the Employment Term, Employee shall receive the following compensation. 3.1 Base Salary. Employee's annual base salary on the date of this Agreement is three hundred and fifty thousand dollars ($350,000), payable in accordance with the normal payroll practices of the Company ("Base Salary"). Employee's Base Salary will be subject to annual review by the Chief Executive Officer ("CEO"), the Compensation Committee and the Board of Directors of the Company. During the Employment Term, on eac...h anniversary date of this Agreement, the Company shall review the Base Salary amount to determine any modifications. In no event shall the Base Salary be less than the Base Salary amount for the immediately preceding twelve (12) month period other than as permitted in Section 6.1(c) hereunder. 3.2 Annual Bonus Compensation. Employee shall be eligible to be considered for an annual, discretionary cash bonus each calendar year during the Employment Term. Employee's target annual bonus percentage for each calendar year shall be forty percent (40%) of his Base Salary as of January 1 of the applicable new calendar year. Employee acknowledges and agrees that any such annual bonus shall be entirely within the discretion of the CEO and the Compensation Committee based upon the achievement of goals (including without limitation corporate and individual goals) and other discretionary factors as determined by the Board and/or the Compensation Committee after consultation with the CEO. Except as otherwise provided in the discretion of the Compensation Committee, Employee shall not be eligible to be considered for, or to receive, an annual bonus for any calendar year unless he remains employed with the Company through December 31 of the applicable calendar year. If Employee is terminated with Cause (as defined below) or resigns without Good Reason (as defined below), he shall not be entitled to receive any annual bonus, even if a determination to award the Employee an annual bonus has previously been made but such annual bonus has not yet paid. Subject to the preceding sentence, if an annual bonus is awarded to Employee, it shall be paid no later than March 15 following the end of the calendar year for which it was awarded. 3.3 Equity Incentives. (a) The Board of Directors, upon the recommendation of the Compensation Committee, or the Compensation Committee, may grant Employee from time to time options to purchase shares of the Company's common stock, and/or other equity awards including without limitation restricted stock, both as a reward for past individual and corporate performance, and as an incentive for future performance. Such options and/or other awards, if awarded, will be pursuant to the Company's then current equity incentive plan. (b) Effective January 1, 2015, Employee will receive an initial grant of seventy-five thousand (75,000) restricted stock units ("RSUs") to be settled in shares of the Company's common stock pursuant to the Company's stock option plan upon commencement of employment. Twenty-five percent (25%) of the shares underlying the RSUs shall vest on the first anniversary of the date of grant and the balance shall vest on a ratable quarterly basis over a three-year period commencing on the first anniversary of the grant date, subject to the acceleration of vesting (i) as described in Section 6.3 hereof, (ii) as described in Section 7.1(d) and 7.2(b) hereof, and (iii) as may be set forth in the grant agreements issued by the Company, as amended, provided, that in the event of a conflict between any grant agreement and this Agreement this Agreement shall control. View More

Compensation. For all services to be rendered by the Executive under this Agreement, the Employer and the Executive agree as follows: (a) Base Salary. The Employer shall pay the Executive a base salary (the "Base Salary"), at a rate of $275,000 per year, plus such other compensation as the Employer may, from time to time, determine in its sole discretion. The Compensation Committee of the Xenith Board (the "Compensation Committee"), shall review annually the amount of the Executive's Base Salary, and may incr...ease, but not decrease, such Base Salary to such amount as the Employer may determine in its sole and absolute discretion. Such Base Salary and other compensation shall be payable in accordance with the Employer's normal payroll practices (and in no event less frequently than monthly) as in effect from time to time. (b) Restricted Stock. An award of 150,000 Restricted Stock Units ("RSUs") under the HRB 2011 Omnibus Incentive Plan (as revised), fifty (50) percent of such amount vesting upon the first anniversary of the Effective Date of this Agreement and the remaining fifty (50) percent vesting on the second anniversary of the Effective Date; provided, however, any unvested RSUs (or, if unvested, stock options) immediately vest in the event of a Change of Control. Additionally, any unvested RSUs immediately vest in the event of a termination by Executive for Good Reason. No restrictions on the sale 2 of such Holdco common stock shall apply after payment to the Executive except to the extent required by law. (c) Intentionally Omitted. (d) Retention Bonus. The Executive shall receive a retention bonus as follows within thirty (30) days of the closing of the Acquisition, calculated as follows: i. (Current Base Salary plus average of last two (2) years' bonuses) x 2; and ii. Immediate vesting of any unvested RSUs under his August 22, 2014 RSU Award, to be settled in cash. (e) Incentive Bonus Plans. The Executive will be eligible to participate in any of the Employer's long-term or short-term incentive plans on the same terms and conditions and in relative magnitude to other Tier II senior executive officers of the Employer, subject to annual bonus performance metrics and other terms and conditions of awards adopted in the sole and absolute discretion of the Compensation Committee of the Xenith Board on an annual basis. (f) Other Benefits. Subject to any applicable terms, conditions, and eligibility requirements, from and after the Effective Date and throughout Executive's employment hereunder, except as otherwise expressly provided in the Agreement, the Executive shall be entitled to participate in all cash and non-cash employee benefit plans maintained by the Employer for senior executive officers or employees generally, including but not limited to (i) a 401(k) retirement program, (ii) long-term disability, (iii) extended medical leave, (iv) 25 days per year of paid-time off and (v) health insurance, dental insurance and life insurance coverage as are provided to the class of employees that includes the Executive. (g) Withholding for Taxes. The Employer may withhold from any amounts payable to Executive under this Agreement all federal, state, city or other taxes and withholdings as shall be required pursuant to any applicable law, rule or regulation. (h) Excess Parachute Payment. In the event any of the items described above would constitute an "excess parachute payment" as described in Section 5(j), Executive's right to payment of such items shall be subject to the provisions of Section 5(j). View More