Compensation Contract Clauses (7,502)

Compensation. (a) Base Salary. The Bank shall cause the Executive to be paid an annual base salary as determined by the ANC Board of Directors or its Compensation Committee ("Compensation Committee") which total base salary, however, shall not be less than Three Hundred Twenty Thousand Dollars ($320,000.00) per year, subject to all applicable withholdings. The base salary shall be paid in approximately equal installments to the Executive in accordance with established payroll practices of the Bank (but no les...s frequently than monthly). (b) Annual Incentive. As additional compensation, the Executive shall be eligible to receive an annual bonus of up to twenty-five percent (25%) of his salary, less applicable withholdings, in cash or other form of compensation as mutually agreed. The bonus shall be paid annually by March 15 of the year following the fiscal year for which performance is being evaluated and upon the final close out of the Fiscal Year End Audit for the applicable fiscal year of the Bank ("Fiscal Year") for which performance is being evaluated. In no event later than March 15 of the year following the Fiscal Year, the bonus shall be set, in its discretion, by the Compensation Committee, which takes into account a performance evaluation and an assessment of the discharge of his duties and responsibilities, as outlined in the Executive's Job Description, as set by the CEO of the Bank. (c) Stock Options. As additional compensation, the Executive shall be eligible to receive stock options of ANC annually in an amount up to 3,500 shares issued at market that shall have an exercise price at least equal to the fair market value of a share of ANC stock on the date of grant and shall vest and be exercisable in accordance with the terms of the Stock Option Plan adopted by the ANC Board of Directors and shareholders, as amended from time to time. The Executive shall have the right to receive stock options in any year in which he earns an annual bonus as described above. The number of shares granted to the Executive shall be determined by the Board of Directors in its discretion. In the event ANC discontinues or makes other material changes in the reduction or increase in the general use of stock options as a means of compensation for directors, executives and officers of the Bank, then this benefit shall be adjusted accordingly. At the time of any stock split or dividend, any previously issued awards shall be adjusted accordingly. (d) Clawback. The Executive agrees that any incentive compensation (including both equity and cash incentive compensation) that Executive receives from ANC or the Bank is subject to repayment (i.e., clawback) to the Bank or a related entity as determined by the Compensation Committee in the event (i) a restatement of the Bank's financial results (other than a restatement caused by a change in applicable accounting rules or interpretations) the result of which is that the financial statements were materially inaccurate and any incentive compensation paid would have been a materially lower amount had it been calculated based on such restated results or (ii) the repayment is otherwise required by applicable federal or state law or regulation stock exchange requirement, or as set forth in a separate "clawback" policy, as may be adopted from time to time by the ANC Board of Directors. Except where offset of, or 2 recoupment from, incentive compensation covered by Code Section 409A (as defined in Section 20) is prohibited by Code Section 409A, to the extent allowed by law and as determined by the Compensation Committee, the Executive agrees that such repayment may, in the discretion of the Compensation Committee, be accomplished by withholding of future compensation to be paid to the Executive by the Bank. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. View More

Compensation. Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $4,000.00, which fee shall be paid by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorney's fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resi...gnation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such amounts to be paid directly at any such closing. View More

Compensation. 3.1 Consulting Fees. 3.2 Expenses. 3.3 Benefits.

Compensation. 4.1 Base Salary. Employer shall pay to Executive a base salary for all services to be rendered by Executive under this Agreement at the rate of $400,000 per year (the "Base Salary"), which Base Salary shall be paid in accordance with Employer's normal payroll schedule, procedures and policies (which schedule, procedures and policies may be modified from time to time) and subject to applicable deductions as required by law. Employer shall review Executive's salary on an annual basis and may, in i...ts discretion, consider and declare from time to time increases in the Base Salary that it pays Executive. Any and all increases in Executive's salary pursuant to this section shall cause the level of Base Salary to be increased by the amount of each such increase for purposes of this Agreement. The increased level of Base Salary as provided in this section shall become the level of Base Salary for the remainder of the term of this Agreement unless there is a further increase in Base Salary as provided herein. Notwithstanding the foregoing, the Base Salary of Executive may be decreased provided it is done so in proportion to decreases in Base Salary of the entire executive team of the Company. 4.2 Annual Bonus. The Executive will be eligible to participate in the Employer's annual cash incentive compensation plan on substantially the same terms as other executive officers. Company-wide and individual performance objectives ("MBOs") will be established by the Compensation Committee. Target incentives do not constitute a promise of payment and the Executive's actual bonus, if any, will depend in part on the Employer's performance and the Compensation Committee's discretion in assessing the Executive's individual performance in relation to his or her MBOs and the overall performance and status of the Company. To qualify for the incentive bonus, the Executive must remain employed with the Company through the date that the incentive bonus is paid in accordance with the Employer's normal practice. 4.3 Participation in Benefit Plans. Executive shall be entitled to participate in all employee benefit plans or programs offered to other senior executives from time to time (to the extent that Executive meets the requirements for each such plan or program), including participation in any health insurance plan, disability insurance plan, dental plan, eye care plan, 401(k) plan, life insurance plan, or other similar plans (all such benefits, the "Benefit Plans"). Some or all of the benefits may be provided by our leasing agent TriNet (or its successor(s) or assign(s). 2 4.4 Expenses. Employer shall reimburse Executive for all ordinary and necessary business expenses reasonably incurred by him in the performance of Executive's duties under this Agreement, subject to the presentment and approval of appropriate itemized expense statements, receipts, vouchers or other supporting documentation in accordance with Employer's normal policies for expense verification in effect from time to time. 4.5 Paid Time Off. Executive shall be entitled to no less paid time off than the other senior executives, pursuant to Employer's standard paid time off policies. Unused paid time off may be carried over from year to year, but in no case may more than 45 days (360 hours) of unused paid time off be accrued. 4.6 Total Compensation. Executive shall not receive any other compensation or benefits other than as provided in Sections 4.1 through 4.5 hereof. View More

Compensation. Executive will be compensated during the Employment as follows: (a) Salary. Executive's annual salary ("Salary") will be $740,000.00, prorated for any partial year, subject to required payroll deductions and payable in weekly, bi-weekly or semi-monthly installments pursuant to the Corporation's normal payroll practices. Such Salary shall be subject to review annually commencing in 2017 and will be subject to adjustment pursuant to the Corporation's normal procedures. (b) Bonus. Executive will pa...rticipate in any bonus programs for senior executives of the Corporation or the Bank, at a level commensurate with Executive's principal position. (c) Equity Plans. Executive will participate in any stock option or other equity based compensation programs ("Equity Plans") offered by the Corporation, at a level commensurate with Executive's principal position. (d) Fringe Benefits. Executive will participate in health and dental, life insurance, short and long term disability insurance, retirement and other employee fringe benefit programs covering the Corporation's salaried employees as a group, and in any programs applicable to senior executives of the Corporation or the Bank. The terms of applicable insurance policies and benefit plans in effect from time to time will govern with regard to specific issues of coverage and benefit eligibility. All benefit programs are subject to change from time to time in the Corporation's discretion, except that Executive will at all times receive the following specific benefits: -2- i. Thirty (30) days of paid time off per year, to be taken in the year earned, and which may not be accumulated or carried forward except as permitted by Corporation policy. Such paid time off shall be subject to review annually commencing in 2017 and Executive's days of paid time off per year shall be subject to adjustment pursuant to the Corporation's normal procedures. ii. Executive will be reimbursed for all other expenses related to the automobile, such as fuel expenses, maintenance and repair costs. Such automobile expense reimbursement shall be subject to review annually commencing in 2017 and subject to adjustment pursuant to the Corporation's normal procedures. iii. Reimbursement of up to $7,200 per year for country club membership dues. Reimbursement is to be paid according to the Corporation's standard reimbursement policies and procedures, but not later than March 15 of the year following the year in which the expense was incurred. (e) Business Expenses. The Corporation will reimburse Executive for reasonable ordinary and necessary business expenses incurred in the course of the Employment, for fees and expenses of Executive's attendance in the course of the Employment at banking related conventions and similar events, for reasonable professional association and seminar expenses, and for any additional expenses authorized by the Corporation, subject to Executive's submission of proper documentation for tax and accounting purposes. Reimbursement under this section and Sections 3(d)(ii)-(iv) will be paid within thirty (30) days after Executive submits documentation as provided by this Section, provided that payments may not be made after March 15 of the calendar year following the calendar year in which the expenses were incurred. View More

Compensation. (a) Initial Base Salary. During the Employment Term the Company will pay Executive an annual base salary as compensation for his services (the "Base Salary"), initially at the rate of $150,000. The Base Salary will be paid periodically in accordance with the Company's normal payroll practices. The Base Salary will be subject to review and adjustments will be made based upon the Company's standard practices. (b) Annual Incentive Bonus. During the Employment Term, Executive will be eligible, at th...e discretion of the Board (or a committee thereof), to earn an annual incentive bonus (an "Annual Bonus"). The Board (or a committee thereof), in its sole discretion, will determine Executive's target bonus opportunity and the criteria for earning such bonus, as well as Executive's achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for such year. Any Annual Bonus that is earned and becomes payable pursuant to this Section 3(b) will be paid no later than March 15 of the calendar year immediately following the calendar year to which the Annual Bonus relates, but the Executive must remain continuously employed by the Company through the payment date in order to earn the Annual Bonus. The determinations of the Board (or a committee thereof) with respect to the Annual Bonus will be final and binding. (c) Equity. Executive will be eligible to receive awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time. The Board (or a committee of the Board, if applicable) will determine in its discretion whether Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. View More

Compensation. 3.1 Base Salary. During the Term, as compensation for Executive's services hereunder, Executive shall receive a salary at the annualized rate of three hundred and fifty thousand dollars ($350,000) per year ("Base Salary" as may be adjusted from time to time), which shall be paid in accordance with the Company's normal payroll practices and procedures, less such deductions or offsets required by applicable law or otherwise authorized by Executive. 3.2 Annual Performance Bonus. The Executive shall... participate each fiscal year during the Term in the Company's annual bonus plan as adopted and approved by the Company's Board of Directors (the "Board") or the Compensation Committee of the Board (the "Compensation Committee") from time to time. For the fiscal year ongoing as of the Effective Date ("FY 16"), Executive's annual bonus opportunity pursuant to such plan shall equal seventy-five percent (75%) (the "Annual Target Bonus") of the Base Salary and for each subsequent year, equal to the bonus opportunity of other Executive Vice Presidents. Payment of any bonus earned shall be made in accordance with the terms of the Company's annual bonus plan as in effect for the year for which the bonus is earned. 3.3 Equity Awards. Executive will be eligible to participate during the Term in the Company's Long Term Incentive Plan ("LTIP"). Executive's long term incentive factor will be based upon one hundred fifty percent (150%) of Executive's Base Salary. Therefore, on each regular grant date occurring during the Term, Executive will be granted awards under the Company's 2014 Omnibus Equity Plan or any successor plan thereto (the "Equity Plan"), a copy of which Equity Plan has been filed as Exhibit 10.1 to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2014, pursuant to the LTIP valued at one hundred fifty percent (150%) of Base Salary calculated in a manner consistent with and containing the same terms and conditions as other senior executives. View More

Compensation. (a) Base Salary. During the Term of Employment, the Executive shall be entitled to receive an annualized base salary (the "Base Salary") of not less than $700,000. The Compensation Committee of the Board of Directors (the "Compensation Committee") shall review the Executive's Base Salary annually to determine whether increases are appropriate. (b) Performance Bonus. (i) During the Term of Employment, the Executive shall be eligible to receive an annual bonus for the 12-month performance periods ...beginning December 1, 2013, December 1, 2014 and December 1, 2015, respectively according to the terms set forth on the attached Exhibit A. The Compensation Committee shall make all determinations with respect to the annual bonus in good faith and consistent with the attached Exhibit A. (ii) The annual bonus shall be paid in a combination of cash and restricted stock as set forth on Exhibit A. The annual bonus that is payable for any performance period will be paid on or about January 15 following the end of the performance period, and in no event later than March 15 following the end of the performance period. (c) Equity Compensation. Within ten (10) business days following the execution of this Agreement, and to the extent that the Executive is still employed by MFA on the applicable grant date, in each of January 2015 and January 2016, the Company shall grant to the Executive a time-based RSU award and a performance-based RSU award, each of which shall be granted according to the terms set forth on the attached Exhibit B and the terms of the MFA Financial, Inc. 2010 Equity Compensation Plan or any successor plan (the "Equity Compensation Plan"). (d) Stock Ownership Requirements. All shares of MFA stock distributed to the Executive by the Company under this Agreement or otherwise shall be subject to the stock ownership guidelines in effect for executives from time to time, as determined by the Board of Directors. Unless the stock ownership guidelines provide otherwise, vested shares of equity grants cannot be transferred or sold during the Executive's employment by the Company until the value of the Executive's stock holdings in MFA (including shares of restricted stock) exceeds four times the Executive's Base Salary; and following the termination of Executive's employment with the Company, vested shares of equity grants may not be sold or transferred to the extent the 2 value of the Executive's stock holdings does not exceed four times the Executive's Base Salary as of the date of the Executive's termination of employment (provided, however, that this sentence shall no longer apply following the six-month anniversary of the Executive's termination of employment). Notwithstanding the foregoing, the restrictions of this subsection (d) shall not prevent Executive from selling shares of MFA stock to satisfy income tax and employment tax obligations relating to the vesting and settlement of the equity grants to which the shares relate. View More

Compensation. 3.1 Base Salary. During the Period of Employment, the Company shall pay the Executive a base salary including an annual assigned commission package (the "Base Salary"), which shall be paid in accordance with the Company's regular payroll practices in effect from time to time but not less frequently than in monthly installments. The Executive's Base Salary shall be at an annualized rate of Two Hundred Twenty-Five Thousand Dollars ($225,000). The Board (or a committee thereof) may, in its sole dis...cretion, increase (but not decrease) the Executive's rate of Base Salary, except for salary reductions of no more than 15% that are applied generally to similarly situated executives of the Company. 3.2 Incentive Bonus. Commencing on January 1, 2014, the Executive shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period of Employment ("Incentive Bonus"). Notwithstanding the foregoing and except as otherwise expressly provided in this Agreement, the Executive must be employed by the Company at the time the Company pays incentive bonuses to employees generally with respect to a particular fiscal year in order to be eligible for an Incentive Bonus for that year (and, if the Executive is not so employed at such time, in no event shall he have been considered to have "earned" any Incentive Bonus with respect to the fiscal year). The Executive's target Incentive Bonus amount for a particular fiscal year of the Company shall equal 100% of the Executive's Base Salary paid by the Company to the Executive for that fiscal year; provided that the Executive's actual Incentive Bonus amount for a particular fiscal year shall be determined by the Board (or a committee thereof) in its sole discretion, based on performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives) established with respect to that particular fiscal year by the Board (or a committee thereof). 3 3.3 Stock Option Grant. Subject to approval by the Board (or a committee thereof), the Company will grant the Executive a stock option (the "Option") to purchase 350,000 shares of the Company's common stock at a price per share not less than the per-share fair market value of the common stock on the date of grant, as reasonably determined by the Board (or a committee thereof). [The Option will vest with respect to twenty-five percent (25%) of the shares subject to the Option on the first anniversary of the grant date of the Option. The remaining seventy-five percent (75%) of the shares subject to the Option will vest in 24 months substantially equal monthly installments thereafter. In each case, the vesting of the Option is subject to the Executive's continued employment by the Company through the respective vesting date. The maximum term of the Option will be ten (10) years, subject to earlier termination upon the termination of the Executive's employment with the Company, a change in control of the Company and similar events. The Option shall be intended as an "incentive stock option" under Section 422 of the Internal Revenue Code, as amended (the "Code"), subject to the terms and conditions of Section 422 of the Code (including, without limitation, the Code limitation on the number of options that may become exercisable in any given year and still qualify as such an incentive stock option). The Option shall be granted under the Company's 2012 Performance Incentive Plan and shall be subject to such further terms and conditions as set forth in the Company's standard form of award agreement for stock options granted under the plan. View More

Compensation. 2.1 Salary. Executive shall receive for all services rendered under this Agreement an annualized base salary of $270,000, subject to federal and state withholding requirements, payable in accordance with the Company's usual payroll practices. Such salary may be adjusted at the discretion of the Company. 2.2 Bonus. The Executive will be eligible to receive an annual bonus in respect of each calendar year during the term of this Agreement in the form of a cash payment of fifty (50%) of Executive's... base salary in the applicable calendar year (or such greater or lesser percentage as the Board may determine). Any bonus will be based on the extent to which Executive achieves performance goals to be established by the Board from time to time in consultation with the Executive. The Company will pay Executive's bonus, if any, no later than March 15 in the calendar year following the calendar year to which the bonus relates. No bonus shall be deemed to have been earned by Executive for any calendar year in which the Executive is not actively employed as of December 31 of the calendar year to which the bonus relates. 2.3 Benefits. (a) Executive shall be eligible to participate in all benefits plans and programs that the Company may offer to its employees generally from time to time, under the terms and conditions of such plans or programs. Executive shall be entitled to four weeks paid vacation, to be earned in accordance with the Company's policy or practice. (b) During the term of this Agreement, the Company will provide Executive with a laptop computer, which shall be returned promptly by the Executive to the Company upon termination of his employment. View More