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. Employee's base salary ("Base Salary") from the Commencement Date through February 29, 2024 shall be at the annual rate set forth on Schedule 1. Employee shall thereafter be entitled to participate in any salary increase program offered during the Term, on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance. Base Salary shall not be reduced other than as part of a salary reduction program... effected on a basis consistent with that applicable to other employees at Employee's level. Base Salary, less normal deductions, shall be paid to Employee in accordance with the Company's payroll practices in effect from time to time. (b) Restricted Stock and Stock Option Grants. Continuing in 2023 and in each subsequent calendar year in the Term, Employee shall be entitled to participate in any annual broad-based grant programs under the Company's Restricted Stock Plan and/or Stock Option Plan (or any successor equity-based compensation plan or plans) on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance. (c) Cash Bonuses. (i) Employee shall be entitled to participate in the Company's Cash Bonus Plan as set forth on Schedule 1 for 2023. Employee's participation in such Plan will be pursuant to the terms and conditions thereof. The performance goals applicable to such participation will be consistent with those applicable to other employees at Employee's level, taking into account Employee's position and duties. (ii) With respect to each subsequent calendar year in the Term, Employee shall be entitled to continue to participate in the Company's Cash Bonus Plan (or any successor performance-based cash incentive compensation plan) pursuant to the terms and conditions thereof and on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance, provided that in no event will the percentage of eligible earnings target bonus potential thereunder be less than that set forth on Schedule 1.View More
Compensation. (a) Base Salary. Employee's base salary ("Base Salary") from the Commencement Date through February 29, 2024 28, 2021 shall be at the annual rate set forth on Schedule 1. Employee shall thereafter be entitled to participate in any salary increase program offered during the Term, on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance. Base Salary shall not be reduced other than as part of a salary reductio...n program effected on a basis consistent with that applicable to other employees at Employee's level. Base Salary, less normal deductions, shall be paid to Employee in accordance with the Company's payroll practices in effect from time to time. (b) Restricted Stock and Stock Option Grants. Continuing (i) In March 2020, Employee shall receive a grant of restricted stock units under the Company's Restricted Stock Plan for the number of shares of the Company's Class A Common Stock set forth on Schedule 1. Such units shall vest as set forth on Schedule 1. (ii) Commencing in 2023 March 2021 and in March of each subsequent calendar year in the Term, Term (and in March 2025 with respect to the final year in the Term), Employee shall be entitled to participate in any annual broad-based grant programs under the Company's Restricted Stock Plan and/or Stock Option Plan (or any successor equity-based compensation plan or plans) on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance. Company's grants pursuant to Company's Restricted Stock Plan and Stock Option Plan in March 2021 shall be based on the full 2020 calendar year (i.e., based on 12 months) notwithstanding the Commencement Date. (c) Cash Bonuses. (i) Employee shall be entitled to participate in the Company's Cash Bonus Plan as set forth on Schedule 1 for 2023. the 2020 calendar year. The bonus payable for 2020 shall be paid in March, 2021, and shall be payable with respect to the full 2020 calendar year (i.e., based on 12 months) notwithstanding the Commencement Date. Employee's participation in such Plan will be pursuant to the terms and conditions thereof. The performance goals applicable to such participation will be consistent with those applicable to other employees at Employee's level, taking into account Employee's position and duties. (ii) With respect to each subsequent calendar year in the Term, Employee shall be entitled to continue to participate in the Company's Cash Bonus Plan (or any successor performance-based cash incentive compensation plan) pursuant to the terms and conditions thereof and on a basis consistent with that applicable to other employees at Employee's level, taking into account Employee's position, duties and performance, provided that in no event will the percentage of eligible earnings target bonus potential thereunder be less than that set forth on Schedule 1. 2 4. Benefit Plans and Programs. Employee shall be entitled to: (a) participate in the Company's health and welfare and other employee benefit plans and programs (including group insurance programs and vacation benefits) on terms (including cost) as are consistent with those made available to other employees at Employee's level, taking into account Employee's position and duties, in accordance with the terms of such plans and programs; and (b) applicable directors and officers liability insurance and indemnification and advancement of expenses provisions relating to claims made by third parties against Employee in Employee's role as a director, officer or employee) (the items listed in subparagraphs (a) and (b) collectively, "Benefit Plans"). Nothing in this Agreement shall limit the Company's right to modify or discontinue any Benefit Plans at any time, provided no such action may adversely affect any vested rights of Employee thereunder. The provisions of this Paragraph 4 shall not apply to compensation and benefit plans and programs specifically addressed in this Agreement, in which case the applicable other terms of this Agreement shall control. View More
Compensation. a.Base Salary. Employee will receive an initial annualized base salary of $410,000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). Employee's base salary and other compensation will be subject to review and adjustment by the Company at any time, as the Company deems appropriate; provided, that Employee's base salary will not be reduced without Employee's consent unless a salary reduction is imposed upon substantially... all employees of the Company as part of a general reduction. b.Bonus and Incentive Compensation. For each calendar year during the term of this Agreement, beginning on the Effective Date of this Agreement, Employee shall be eligible to receive an annual incentive bonus determined annually at the discretion of the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee will award a bonus based on performance of Employee vs. annual MBO/Objectives on a percentage of base salary. Bonus payout will range from 0% to 50% of base salary, or at the Board's discretion, a higher percentage based on performance. The Compensation Committee will be the evaluator of Employee performance and will make the final decision on the bonus amount. Any bonus payments made under this Section 4(b) shall be paid within 2 1/2 months of the end of the applicable bonus period, provided that Employee was employed by the Company on the last day of the applicable bonus period and is not in breach of this Agreement. For purposes of this Agreement, "Bonus Period" shall be defined as January 1 through December 31 of the applicable calendar year. Employee will also be eligible to participate in a long-term incentive plan to be adopted and maintained by the Compensation Committee, with the current long-term incentive plan attached to this Agreement as Exhibit A. 2 Employee will also be considered for stock option awards in connection with grants to key employees and in other appropriate circumstances. Each grant of equity awards will be made from the Company's Amended and Restated 2012 Stock Incentive Plan (the "2012 Plan") or successor plans and governed by agreements setting forth the terms of each such grant. There must be sufficient shares available under the 2012 Plan reserve (or reserve of successor plan) for any of these grants, meaning that some of these grants may be subject to obtaining shareholder approval of an increase to the plan reserve. The Employee's rights and obligations regarding stock options, restricted stock, restricted stock units or other equity incentives owned by Employee upon termination of employment shall be determined in accordance with and be governed by the 2012 Plan or other applicable equity plan. c.Directors & Officers Insurance. While employed by the Company, Employee shall be considered an officer of the Company and shall be covered by D&O Insurance, or any other similar type of insurance, that provides coverage for Employee's acts or omissions undertaken during the course and scope of Employee's employment, and maintain coverage for Employee for at least three (3) years following Employee's employment.View More
Compensation. a.Base Salary. Base Salary . Employee will receive an initial annualized base salary of $410,000 $ 380 , 000 (gross, less applicable legally required withholdings and such other deductions as Employee voluntarily authorizes in writing). writing) . Employee's base salary and other compensation will be subject to review and adjustment by the Company at any time, as the Company deems appropriate; appropriate ; provided, that Employee's base salary will not be reduced without Employee's consent unle...ss a salary reduction is imposed upon substantially all employees of the Company as part of a general reduction. b.Bonus reduction . Bonus and Incentive Compensation. Compensation . For each calendar year during the term of this Agreement, beginning on the Effective Date of this Agreement, Employee shall be eligible to receive an annual incentive bonus determined annually at the discretion of the Compensation Committee of the Board (the "Compensation Committee"). Committee") . The Compensation Committee will award a bonus based on performance of Employee vs. vs . annual MBO/Objectives MEO/Objectives on a percentage of base salary. Bonus payout will range from 0% to 50% of base salary, or at the Board's discretion, a higher percentage based on performance. salary . The Compensation Committee will be the evaluator of Employee performance and will make the final decision on the bonus amount. amount . Any bonus payments made under this Section 4(b) 4 (b) shall be paid within 2 1/2 1 / 2 months of the end of the applicable bonus period, provided that Employee was is employed by the Company on the last day of the applicable bonus period and is not in breach of this Agreement. Agreement . For purposes of this Agreement, "Bonus Period" shall be defined as January 1 through December 31 of the applicable calendar year. year . If Employee is terminated pursuant to Paragraph 11 , any bonus for the calendar year in which her employment terminates is forfeited it its entirety, regardless of termination date within the calendar year or percentage of the calendar year Employee was employed . Employee will also be eligible entitled to participate in a long-term long - term incentive plan (the "LTIP) pursuant to which Employee will be granted restricted stock units the vesting of which will be conditioned upon (i) Employee remaining 3 continuously employed by the Company through the expiration of the Term, and (ii) the satisfaction of performance objectives to be adopted and maintained by the Compensation Committee, Committee within 60 days following the Effective Date . The target number of restricted stock units comprising the LTIP award will be 150 , 000 , which is consistent with the current long-term incentive plan attached target number of restricted stock units granted to this Agreement as Exhibit A. 2 the Company's Chief Financial Officer under the 2021 Long Term Incentive Plan adopted by the Company for fiscal years 2021 - 2023 . Employee will also be considered for stock option awards in connection with grants to key employees and in other appropriate circumstances. circumstances . Each grant of equity awards awards, including those above, will be made from the Company's Amended and Restated 2012 Stock Incentive Plan (the "2012 " 2012 Plan") or successor plans and governed by agreements setting forth the terms of each such grant. grant . There must be sufficient shares available under the 2012 Plan reserve (or reserve of successor plan) for any of these grants, meaning that some of these grants may be subject to obtaining shareholder approval of an increase to the plan reserve. reserve . The Employee's rights and obligations regarding stock options, restricted stock, restricted stock units or other equity incentives owned by Employee upon termination of employment pursuant to Section 11 or Section 12 of this Agreement shall be determined in accordance with and be governed by the 2012 Plan or other applicable equity plan. c.Directors plan . End of Term Bonus . If, and only if, Employee remains continuously employed by the Company through July 31 , 2025 and is not in breach of this Agreement, Employee shall be entitled to receive from the Company an additional cash bonus in the amount of $ 380 , 000 , to be paid on the first payroll date following July 31 , 2025 . Directors & Officers Insurance. Insurance . While employed by the Company, Employee shall be considered an officer of the Company and shall be covered by D&O Insurance, or any other similar type of insurance, that provides coverage for Employee's acts or omissions undertaken during the course and scope of Employee's employment, employment , and maintain coverage for Employee for at least three (3) ( 3 ) years following Employee's employment. employment . View More
Compensation. Your annual base salary will be $300,000; paid semi-monthly (on the 15th and last day of each month) consistent with our standard payroll procedures, and reduced by payroll deductions and all required withholdings. You will also be eligible for a bonus of 40% of your annual salary based on achievement of corporate goals as set forth by the SailPoint Board of Directors Compensation Committee.
Compensation. Your annual base salary will be $300,000; $260,000; paid semi-monthly (on the 15th and last day of each month) consistent with our standard payroll procedures, and reduced by payroll deductions and all required withholdings. You will also be eligible for a bonus of 40% 35% of your annual salary based on achievement of corporate goals as set forth by the SailPoint Board of Directors Compensation Committee.
Compensation. (a) The Company shall pay the Dealer Manager, in respect of its services as Dealer Manager, the fee set forth in the attached Schedule I (the "Fee"). (b) Unless this Agreement has been terminated by the Company pursuant to Section 9(a)(ii), the Company shall promptly reimburse the Dealer Manager, without regard to consummation of the Exchange Offer or the Consent Solicitation, on demand for the Dealer Manager's reasonable out-of-pocket expenses that shall have been reasonably incurred by them in... connection with preparing for and performing their functions as Dealer Manager in accordance with this Agreement, including the reasonable fees, costs and out-of-pocket expenses of counsel for its representation of the Dealer Manager in connection therewith, not exceeding in the case of such counsel's fees, costs and out of pocket expenses, $125,000 (inclusive of any expenses attributable to such counsel in Section 5(j)(vii)).View More
Compensation. (a) The Company shall pay the Dealer Manager, in respect of its services as Dealer Manager, the fee fees set forth in the attached Schedule I (the "Fee"). I. (b) Unless this Agreement has been terminated by the Company pursuant to Section 9(a)(ii), the Company shall promptly reimburse the Dealer Manager, Manager (in addition to the fees set forth in Schedule I), without regard to consummation of the Exchange Offer or the Consent Solicitation, on demand for the Dealer Manager's reasonable and doc...umented out-of-pocket expenses that shall have been reasonably incurred by them in connection with preparing for and performing their its functions as Dealer Manager in accordance with this Agreement, including the reasonable fees, costs and out-of-pocket expenses of counsel for its representation of the Dealer Manager in connection therewith, whether or not exceeding the Exchange Offer is commenced or consummated; provided, that the fees and expenses of legal counsel to the Dealer Manager to be reimbursed by the Company shall not exceed $125,000 in the case aggregate without the prior consent of the Company, which consent shall not be unreasonably withheld; provided further, that such counsel's fees, costs cap on reimbursable fees and out expenses shall not impact the Company's obligations under Section 7 of pocket expenses, $125,000 (inclusive of any expenses attributable to such counsel in Section 5(j)(vii)). this Agreement. View More
Compensation. (a) The Company shall pay the Dealer Manager, in respect of its services as Dealer Manager, the fee set forth in the attached Schedule I (the "Fee"). (b) Unless this Agreement has been terminated by the Company pursuant to Section 9(a)(ii), the The Company shall promptly reimburse the Dealer Manager, without regard to consummation of the Exchange Offer or the Consent Solicitation, Offer, on demand for the Dealer Manager's reasonable out-of-pocket expenses that shall have been reasonably incurred... by them in connection with preparing for and performing their functions as Dealer Manager in accordance with this Agreement, including the reasonable fees, costs and out-of-pocket expenses of counsel for its representation of the Dealer Manager in connection therewith, not exceeding in the case of such counsel's fees, costs and out of pocket out-of-pocket expenses, $125,000 $200,000 (inclusive of any expenses attributable to such counsel in Section 5(j)(vii)). 5(j)). View More
Compensation. As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $40,000 for each calendar year of service under this Agreement on a pro-rated basis and payable on a quarterly basis starting on the date of your appointment. In addition, you should receive stock option or warrants for up to 40,000 shares exercisable at an exercise price of $4.00 for three years from the date of issuance. The shares underlying the stock options may be exercised ...on a cashless basis and shall vest in four equal installment on a quarterly basis (i.e. 10,000 shares every three months). For the avoidance of doubt, the first payment of $10,000 and 10,000 shares of stock option or warrant shall be due and vested three months after Company's listing on the Nasdaq Stock Market. You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).View More
Compensation. As compensation for your services to the Company, you will receive upon execution of this Agreement a compensation of $40,000 $30,000 for each calendar year of service under this Agreement on a pro-rated basis and payable on a quarterly basis starting on the date of your appointment. basis. In addition, you should receive stock option or warrants for up to 40,000 30,000 shares exercisable at an exercise price of $4.00 for three years from the date of issuance. The shares underlying the stock opt...ions may be exercised on a cashless basis and shall vest in four equal installment on a quarterly basis (i.e. 10,000 7,500 shares every three months). For the avoidance of doubt, the first payment of $10,000 $7,500 and 10,000 7,500 shares of stock option or warrant shall be due and vested three months after Company's listing on the Nasdaq Stock Market. You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings). View More
Compensation. Client will pay Consultant the fee set forth in each Project Assignment for Services rendered pursuant to this Agreement as Consultant's sole compensation for such Services. Consultant will be reimbursed only for expenses that are expressly provided for in a Project Assignment or that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant's fees and expenses will be i...n accordance with the terms and conditions set forth in the applicable Project Assignment. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) for work which has been completed. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due 30 days following Client's receipt of an invoice that contains accurate records of the work performed sufficient to document the invoiced fees.View More
Compensation. Client will pay compensate Consultant the fee as set forth in each the Project Assignment for Services rendered pursuant to this Agreement as Consultant's sole compensation for such Services. Agreement. Consultant will be reimbursed only for expenses that are expressly provided for in a the Project Assignment or that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consult...ant's fees and expenses will be in accordance with the terms and conditions set forth in the applicable Project Assignment. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) for work which has been completed. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due 30 days following Client's receipt of an invoice that contains accurate records of the work performed sufficient to document the invoiced fees.View More
Compensation. Client Consultant will pay Consultant the fee be compensated as set forth in each the Project Assignment for Services rendered pursuant to this Agreement as Consultant's sole compensation for such Services. Assignment. Consultant will be reimbursed only for expenses that are expressly provided for in a the Project Assignment or that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Pa...yment of Consultant's fees and expenses will be in accordance with the terms and conditions set forth in the applicable Project Assignment. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) Assignment for work which that has been completed. Unless otherwise provided in a the Project Assignment, payment to Consultant of undisputed fees will be due 30 days following Client's receipt of an invoice that contains accurate records of the work performed that are sufficient to document substantiate the invoiced fees. View More
Compensation. (a) Consultancy Fees. The Company shall, so long as the Consultant is providing Services to the Company under this Agreement, pay the Consultant the consulting fee as detailed in Exhibit A. The Company will not withhold any tax or social security payments due from the Consultant to any governmental taxing authority. The Consultant will be responsible for the payment of any social security, income tax or similar payments required by law to be made in relation to this Agreement. The Consultant wil...l indemnify and hold the Company harmless to the extent of any obligation imposed on the Company (a) to pay in withholding taxes or similar items or (b) resulting from a determination that the Consultant is not an independent contractor. Neither the Consultant nor the Individual shall have any claim against the Company for health or disability benefits, retirement benefits, social security, worker's compensation, unemployment insurance benefits, or employee benefits of any kind. (b) VNRX Equity Compensation. The Individual shall be entitled to participate in the VolitionRx Limited ("VNRX") stock incentive plan. The criteria for determining the amount of any allocations to the Individual under the stock incentive plan for any year during the Term of this Agreement shall be determined by the Board of Directors of VolitionRx Limited or a designated committee in its absolute discretion and upon the terms and conditions set forth in the award agreement and the governing plan. 1 3. Expenses. (a) The Company shall reimburse the Consultant for any actual expenses incurred by the Consultant while rendering Services under this Agreement so long as such expenses are reasonable and necessary, and appropriately documented. (b) In claiming expenses the Consultant shall comply with the generally applicable policies, practices and procedures of the Company and/or the Group Company for submission of expense reports, receipts or similar documentation of such expenses (as amended from time to time), a copy of which will be provided.View More
Compensation. (a) Consultancy Fees. The Company shall, so long as the Consultant is providing Services to the Company under this Agreement, pay the Consultant the consulting fee as detailed in Exhibit A. The Company will not withhold any tax or social security payments due from the Consultant to any governmental taxing authority. The Consultant will be responsible for the payment of any social security, income tax or similar payments required by law to be made in relation to this Agreement. The Consultant wil...l indemnify and hold the Company harmless to the extent of any obligation imposed on the Company (a) to pay in withholding taxes or similar items or (b) resulting from a determination that the Consultant is not an independent contractor. Neither the Consultant nor the Individual shall have any claim against the Company for health or disability benefits, retirement benefits, social security, worker's compensation, unemployment insurance benefits, or employee benefits of any kind. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, OR (II) CONTAINS PERSONALLY IDENTIFIABLE INFORMATION, OMITTED PURSUANT TO ITEM 601(A)(6) UNDER REGULATION S-K. 1 (b) VNRX Equity Compensation. The Individual shall be entitled to participate in the VolitionRx Limited ("VNRX") stock incentive plan. The criteria for determining the amount of any allocations to the Individual under the stock incentive plan for any year during the Term of this Agreement shall be determined by the Board of Directors of VolitionRx Limited or a designated committee in its absolute discretion and upon the terms and conditions set forth in the award agreement and the governing plan. 1 3. Expenses. (a) The Company shall reimburse the Consultant for any actual expenses incurred by the Consultant while rendering Services under this Agreement so long as such expenses are reasonable and necessary, and appropriately documented. (b) In claiming expenses the Consultant shall comply with the generally applicable policies, practices and procedures of the Company and/or the Group Company for submission of expense reports, receipts or similar documentation of such expenses (as amended from time to time), a copy of which will be provided.View More
Compensation. a. Salary. Your initial base salary will be at a rate of $300,000, on an annualized basis, minus customary deductions and withholding for federal and state taxes and the like, payable in installments in accordance with the Company's normal payroll practices. b. Annual Performance Bonus. You will be eligible to receive an annual bonus of up to 30% of your base salary. The amount of any annual bonus will be determined by the Board in its sole discretion based on your achievement of specific milest...ones or performance criteria established annually by the Board after consulting with you. Any annual bonus amounts shall be paid to you no later than March 15th of the calendar year immediately following the calendar year for which it was earned. You must be employed by the Company at the time that the annual bonus is paid in order to be eligible for and have earned the annual bonus. c. Stock Options. (i) Subject to the terms of and contingent upon your execution of a stock option award agreement (the "Option Agreement") issued pursuant to the Company's 2016 Equity Incentive Plan (the "Plan") and subject to Board approval, you will be issued an option (the "Option"), which will be an incentive stock option to the extent permitted by law, to purchase 300,000 shares of common stock of the Company. (ii) Subject to the terms and conditions of the Plan and the Option Agreement, (A) the Option will be issued with an exercise price per share equal to the fair market value per share of the common stock of the Company on the date of grant of such Option, as determined by the Board in its sole discretion; and (B) each Option will vest as to 25% of the total number of shares subject to such options on the first anniversary of the Start Date and the remaining 75% shall vest in twelve (12) substantially equal installments on the final day of each successive three month period thereafter, such that the Option will be fully vested on the fourth anniversary of the Start Date, provided, in each case, that you remain continuously employed through the applicable vesting dates. In the event of any conflict between the foregoing and the terms and conditions, the aforesaid will be subject to the specific terms of the Plan and the Option Agreement. d. Relocation Allowance. Until the first anniversary of the Start Date, the Company will reimburse you for Relocation Expenses actually and reasonably incurred by you upon presentation to the Company of reasonably detailed documentation evidencing the incurrence by you of such expenses, up to an amount not to exceed $70,000 in the aggregate. If you resign from your employment other than for Good Reason (as defined below) at any time on or prior to September 13, 2018, you agree to promptly repay to the Company any and all amounts paid to you pursuant to this Section 2.d. As used herein, "Relocation Expenses" means (a) the ordinary realtor costs incurred by you selling your existing home, (b) the ordinary closing costs incurred by you in both selling your existing home and buying a new home, (c) other moving expenses and (d) temporary living and rental expenses. e. Benefits. You will be eligible to participate in the Company's benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to, other Company employees of similar rank and tenure. Summaries of each of the Company's benefit plans are available to you. You will be reimbursed for all reasonable out-of-pocket expenses incurred during the performance of your duties, in accordance with the Company's reimbursement policies as established or modified from time to time by the Company. Each calendar year you will be eligible to receive three (3) weeks' vacation and holidays as set forth by the Company and subject to the Company's vacation and holiday policies as in effect from time to time.View More
Compensation. a. Salary. Your initial base salary will be at a rate of $300,000, $500,000 on an annualized basis, minus customary deductions and withholding for federal and state taxes and the like, payable in installments in accordance with the Company's normal payroll practices. All payments made by the Company under this Agreement shall be reduced by any fax or other amounts required to be withheld by the Company under applicable law. b. One-Time Signing Bonus. Provided that you commence employment with th...e Company by the Start Date, the Company will provide you with a one-time signing bonus of $75,000 (the "Signing Bonus"). The Signing Bonus will be paid to you in a lump sum on the next regular payday following the Start Date. In the event that your employment with the Company terminates for any reason on or before the nine (9) month anniversary of the Start Date, you agree to repay the Signing Bonus to the Company within thirty (30) days following the date of termination. c. Annual Performance Bonus. You will be eligible to receive an annual bonus of up to 30% targeted at fifty percent (50%) of your base salary. The actual amount of any annual bonus bonus, which may be less than, equal to, or greater than fifty percent (50%) of your base salary, will be determined by the Board in its sole discretion based on your achievement of specific milestones or performance criteria established annually by the Board after consulting with you. Any annual bonus amounts shall be paid to you no later than March 15th 15 of the calendar year immediately following the calendar year for which it was earned. You must be employed by the Company at the time that the annual bonus is paid in order to be eligible for and have earned the annual bonus. c. d. Stock Options. (i) Subject to the terms of and contingent upon your execution of a stock option award agreement (the "Option Agreement") issued pursuant to the Company's 2016 Equity Incentive Plan (the "Plan") and subject to Board approval, you will be issued an option (the "Option"), "Initial Option"), which will be an incentive stock option to the extent permitted by law, to purchase 300,000 2,450,000 shares of common stock of the Company. (ii) Company ("Common Stock"). Subject to the terms and conditions of the Plan and the applicable Option Agreement, (A) the initial Option will be issued with an exercise price per share equal to the fair market value per share of the common stock of the Company Common Stock on the date of grant of such Initial Option, as determined by the Board in its sole discretion; and (B) each the Initial Option will vest as to 25% of the total number of shares subject to such options on the first anniversary of the Start Date and the remaining 75% shall vest in twelve (12) substantially equal installments on the final day of each successive three month three-month period thereafter, such that the Initial Option will be fully vested on the fourth anniversary of the Start Date, provided, in each case, that you remain continuously employed through the applicable vesting dates. In the event of any conflict between the foregoing and the terms and conditions, conditions of the aforesaid will be subject to Plan or the specific applicable Option Agreement, the terms of the Plan and the or Option Agreement. d. Relocation Allowance. Until the first anniversary of the Start Date, the Company will reimburse you for Relocation Expenses actually and reasonably incurred by you upon presentation to the Company of reasonably detailed documentation evidencing the incurrence by you of such expenses, up to an amount not to exceed $70,000 in the aggregate. If you resign from your employment other than for Good Reason (as defined below) Agreement, as applicable, shall govern. The Company's compensation committee reviews all equity grants annually (or more often, at any time on or prior to September 13, 2018, you agree to promptly repay to the Company any and all amounts paid to you pursuant to this Section 2.d. As used herein, "Relocation Expenses" means (a) the ordinary realtor costs incurred by you selling your existing home, (b) the ordinary closing costs incurred by you in both selling your existing home and buying a new home, (c) other moving expenses and (d) temporary living and rental expenses. its sole discretion). e. Benefits. You will be eligible entitled to participate in the Company's benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to, other Company employees of similar rank and tenure. Summaries of each of the Company's benefit plans are available to you. You will be reimbursed for all reasonable out-of-pocket expenses incurred during the performance of your duties, in accordance with the Company's reimbursement policies as established or modified from time to time by the Company. Each calendar year you will be eligible to receive three (3) four (4) weeks' vacation and holidays as set forth by the Company and subject to the Company's vacation and holiday policies as in effect from time to time. f. Indemnification. The Company will indemnify you to the fullest extent permitted under the Company's by-laws and certificate of incorporation. Furthermore, the Company shall maintain a directors and officers liability policy during your employment and must provide you 2 with such coverage to the same extent as provided by the Company to other senior executives and directors of the Company. View More
Compensation. a. Salary. Your initial base salary will be at a rate of $300,000, $400,000 on an annualized basis, minus customary deductions and withholding for federal and state taxes and the like, payable in installments in accordance with the Company's normal payroll practices. 1 b. Annual Performance Bonus. You will be become eligible to receive an annual bonus of up to 30% fifty percent (50 %) of your base salary. salary (the "Annual Bonus") following the completion of a Series B preferred stock financin...g with institutional investors or the completion of a significant strategic transaction, in each case as determined by the Board. The amount of any annual bonus Annual Bonus will be determined by the Board in its sole discretion based on your achievement of specific milestones or performance criteria established annually by the Board after consulting with you. Any annual bonus amounts The Annual Bonus shall be paid to you no later than March 15th of the calendar year immediately following the calendar year for which it was earned. You must be employed by the Company at the time that the annual bonus Annual Bonus is paid in order to be eligible for and have earned the annual bonus. Annual Bonus. c. Stock Options. (i) Subject to the terms of and contingent upon your execution of a stock option award agreement (the "Option Agreement") issued pursuant to the Company's 2016 Equity 2015 Stock Incentive Plan (the "Plan") and subject to Board approval, you will be issued an option (the "Option"), which will be an incentive stock option to the extent permitted by law, "CEO Option") to purchase 300,000 a number of shares of common stock of the Company. Company determined by the Board and intended to represent (i) 7% of the fully diluted shares outstanding immediately after the closing of the Company's Series A preferred stock financing, assuming conversion of all shares of preferred stock, warrants and options then outstanding, minus (ii) Subject 630,000 shares. The vesting of the option to purchase 630,000 shares of the Company's common stock granted to you on June 8, 2015 (the "Advisor Option") shall continue according to its terms and conditions shall not be impacted by the grant of the Plan and the Option Agreement, (A) the CEO Option. The CEO Option will be issued with an exercise price per share equal to the fair market value per share of the Company's common stock of the Company on the date of the grant of such Option, as determined by the Board in its sole discretion; and (B) each of Directors. The CEO Option will vest as to 25% of the total number of shares subject to such options option on the first anniversary of the your Start Date and thereafter the remaining 75% shall vest in twelve (12) 12 substantially equal installments on the final day of each successive three month period thereafter, such that the CEO Option will be fully vested on the fourth anniversary of the Start Date, provided, in each case, all events, provided that you remain continuously employed through the applicable vesting dates. In day. For the event avoidance of any conflict between doubt, the foregoing sum of the number of shares of Company common stock originally subject to the CEO Option and the terms and conditions, shares of Company common stock originally subject to the Advisor Option shall be intended to represent a total of 7% of the fully diluted shares outstanding immediately after the closing of the Company's Series A preferred stock financing. The aforesaid will be subject to the specific terms and conditions of the 2015 Stock Incentive Plan and the applicable Option Agreement. d. Relocation Allowance. Until the first anniversary of the Start Date, the Company will reimburse you for Relocation Expenses actually and reasonably incurred by you upon presentation to the Company of reasonably detailed documentation evidencing the incurrence by you of such expenses, up to an amount not to exceed $70,000 Agreement, which, in the aggregate. If you resign from your employment other than for Good Reason (as defined below) at any time on or prior to September 13, 2018, you agree to promptly repay to the Company any and all amounts paid to you pursuant to this Section 2.d. As used herein, "Relocation Expenses" means (a) the ordinary realtor costs incurred by you selling your existing home, (b) the ordinary closing costs incurred by you in both selling your existing home and buying a new home, (c) other moving expenses and (d) temporary living and rental expenses. e. case of inconsistency, shall govern. d. Benefits. You will be eligible to participate in the Company's benefit plans to the same extent as, and subject to the same terms, conditions and limitations applicable to, other Company employees of similar rank and tenure. Summaries of each of the Company's benefit plans are available to you. You will be reimbursed for all reasonable out-of-pocket expenses incurred during the performance of your duties, in accordance with the Company's reimbursement policies as established or modified from time to time by the Company. Each calendar year you will be eligible to receive three (3) four (4) weeks' vacation and holidays as set forth by the Company and subject to the Company's vacation and holiday policies as in effect from time to time. 2 e. Participation Right. Subject to applicable law and your continued employment through the investment date, you shall have the right, but not the obligation, to invest in each of the first and second closings of the sale of the Company's Series A preferred stock to institutional investors at a purchase price share equal to the purchase price per share offered to other participants in such financing round, provided that any such investment(s) may not exceed $500,000 in the aggregate. View More
Compensation. During the Term, the Consultant shall be compensated, as follows: (a) Consulting Fee. The monthly consulting fee (the "Consulting Fee") payable to Consultant during the term of this Agreement is $12,000. The Consulting Fee shall be payable to Consultant on a bi-weekly basis in accordance with the Company's normal payroll practices. (b) Expenses. The Company shall reimburse the Consultant for all reasonable and necessary out-of-pocket business expenses including, but not limited to, travel expens...es incurred in connection with his performance of the Services hereunder, subject to the submission of reasonable documentation therefor and pre-approval by the Company.View More
Compensation. During the Term, the Consultant shall be compensated, as follows: (a) Consulting Fee. The monthly consulting fee (the "Consulting Fee") payable to Consultant during the term of this Agreement is $12,000. $16,666.66. The Consulting Fee shall be payable to Consultant on a bi-weekly basis in accordance with the Company's normal payroll practices. (b) Expenses. The Company shall reimburse the Consultant for all reasonable and necessary out-of-pocket business expenses including, but not limited to, t...ravel expenses incurred in connection with his performance of the Services hereunder, subject to the submission of reasonable documentation therefor and pre-approval by the Company. View More
Compensation. As consideration for your service as a member of the Board, the Company will pay you the following compensation: A.Initial Equity Award. Subject to the approval of the Board, upon your appointment to the Board, the Company will grant to you a one-time nonqualified stock option exercisable for the purchase of 250,310 shares of the Company's common stock, par value $0.0001 per share (the "Option"), which is equal to 0.2% of the Company measured on a fully diluted basis as of immediately following ...the Company's recent Series C financing which closed on February 25, 2021. The Option will: (i) be subject to the terms and conditions of the Century Therapeutics, Inc. 2018 Stock Option and Grant Plan (as amended, restated or otherwise modified from time to time, the "Plan") and the Non-Qualified Stock Option Agreement by and between you and the Company (the "Award Agreement"), (ii) have an exercise price per share equal to the fair market value of the Company's common stock on the date of grant ($2.89 per share) and (iii) be subject to vesting requirements such that 25% of the shares of Common Stock underlying the Option shall vest on the first anniversary of the grant date, and thereafter, the remaining 75% of the shares of Common Stock underlying the Option shall vest in 36 substantially equal monthly installments, in each case if you continue to provide services to the Company as of the applicable vesting date; provided, however, that any then-unvested portion of the Option shall automatically vest upon the closing of a Sale Event (as defined in the Plan) if you continue to provide services to the Company through such event. B. Annual Retainer and Equity Awards. Subject to approval by the Board, for so long as you continue to serve as a director of the Company, you shall be entitled to receive an annual retainer of $25,000, payable on a quarterly basis. Such retainer shall be pro-rated for any partial year.View More
Compensation. As consideration for your service as a member of the Board, the Company will pay you the following compensation: A.Initial (a) Equity Award. Subject to the approval of the Board, upon your appointment the closing of an equity financing resulting in gross proceeds to the Board, Company of at least $155,000,000 (the "Series C Financing"), the Company will grant to you a one-time nonqualified stock option exercisable for the purchase of 250,310 683,601 shares of the Company's common stock, par valu...e $0.0001 per share (the "Common Stock") (the "Option"), which is equal which, together with existing awards previously granted to 0.2% you by the Company, brings your equity ownership in the Company following the closing of the Series C Financing to 1% of the Company measured on a fully diluted basis as of immediately following the Company's recent Series C financing which closed on February 25, 2021. basis. The Option will: (i) be subject to the terms and conditions of the Century Therapeutics, Inc. 2018 Stock Option and Grant Plan (as amended, restated or otherwise modified from time to time, the "Plan") and the Non-Qualified Stock Option Agreement by and between you and the Company (the "Award Agreement"), (ii) have an exercise price per share equal to the fair market value per share of the Company's common stock Common Stock on the date of grant ($2.89 per share) the grant, as determined by the Board, and (iii) be subject to vesting requirements such that 25% of the shares of Common Stock underlying the Option shall vest on the first anniversary of the grant date, date of grant, and thereafter, the remaining 75% of the shares of Common Stock underlying the Option shall vest in 36 substantially equal monthly installments, in each case if you continue to provide services to the Company as of the applicable vesting date; provided, however, that any then-unvested portion of the Option shall automatically vest upon the closing of a Sale Event (as defined in the Plan) if you continue to provide services to the Company through such event. B. (b) Annual Retainer and Equity Awards. Retainer. Subject to approval by the Board, for so long as you continue to serve as a director of the Company, you shall be entitled to receive an annual retainer of $25,000, $50,000, payable on a quarterly basis. Such retainer shall be pro-rated for any partial year. View More
