Variable Compensation In addition to any interim award that the Company owes to the Executive under the Variable Compensation Plan (or any similar provisions in a successor to the Variable Compensation Plan), the Executive shall be paid a lump sum cash amount equal to 2.0 times the target annual award under the Variable Compensation Plan for the Executive’s job for the calendar year during which the Change in Control occurs. In order to be entitled to a payment pursuant to this Section 4(b), the Executive must have been a participant in the Company’s Variable Compensation Plan at some time during the calendar year in which the Change in Control occurred or the calendar year immediately preceding the calendar year in which the Change in Control occurred.
Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.
Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.
Base Compensation The Bank agrees to pay the Employee during the ----------------- term of this Agreement a salary at the rate of $76,000 per annum, payable in cash not less frequently than monthly; provided, that the rate of such salary shall be reviewed by the Board of Directors of the Bank not less often than annually, and Employee shall be entitled to receive annually an increase at such percentage or in such an amount as the Board of Directors in its sole discretion may decide.
Annual Salary Executive's compensation shall consist of an annual base salary (the "Annual Salary") of one hundred fifty thousand dollars ($150,000), before all customary payroll deductions. The Annual Salary shall be reviewed, and shall be subject to change, by the Board of Directors of Employer (or the Compensation Committee thereof) at least annually while Executive is employed hereunder.
Annual Incentive Compensation Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.
Additional Compensation Notwithstanding anything in this Memorandum of Understanding to the contrary when in the judgment of the Board, it becomes necessary or desirable to utilize the services of County employees in capacities other than those for which they are regularly employed, the Board may authorize and, if appropriate, fix an additional rate of compensation for such employees.
Annual Vacation 9.1 An employee who, at the beginning of the calendar year, is not qualified under paragraph 9.2 hereof, shall be allowed one working day’s vacation with pay for each 25 days’ cumulative compensated service, or major portion thereof, during the preceding calendar year, with a maximum of 10 working days until qualifying for further vacation under paragraph 9.2. 9.2 Subject to the provision of Note 1 below, employees who, at the beginning of the calendar year have maintained a continuous employment relationship for at least 3 years and have completed at least 750 days of cumulative compensated service, shall have their vacation schedule on the basis of one working day’s vacation with pay for each 16 2/3 days of cumulative compensated service, or major portion thereof, during the preceding calendar year with a maximum of 15 working days; in subsequent years, they will continue vacation entitlement on the foregoing basis until qualifying for additional vacation under paragraph 9.3. NOTE 1: Employees covered by paragraph 9.2 will be entitled to vacation on the basis outlined therein if on fourth or subsequent service anniversary date they achieve 1,000 days of cumulative compensated service; otherwise their vacation entitlement will be calculated as set out in paragraph 9.1. Any vacation granted for which employees do not subsequently qualify will be deducted from their vacation entitlement in the next calendar year. If such employees leave the service for any reason prior to their next vacation the adjustment will be made at time of leaving. 9.3 Subject to the provisions of Note 2 below, employees who, at the beginning of the calendar year, have maintained a continuous employment relationship for at least 9 years and have completed at least 2,500 days of cumulative compensated service, shall have their vacation scheduled on the basis of one working days’ vacation with pay for each 12 1/2 days of cumulative compensated service, or major portion thereof, during the preceding calendar year, with a maximum of 20 working days; in subsequent years, they will continue vacation entitlement on the foregoing basis until qualifying for additional vacation under paragraph 9.4. NOTE 2: Employees covered by sub-paragraph 9.3 will be entitled to vacation on the basis outlined therein if on their tenth or subsequent service anniversary that they achieve 2,750 days of cumulative compensated service; otherwise their vacation entitlement will be calculated as set out in paragraph 9.2. Any vacation granted for which employees do not subsequently qualify will be deducted from their vacation entitlement in the next calendar year. If such employees leave the service for any reason prior to their next vacation, the adjustment will be made at time of leaving. (a) Subject to the provisions of Note 2 below employees who, at the beginning of the calendar year, have, maintained a continuous employment relationship for at least 9 years and have completed at least 2,250 days of cumulative compensated service, shall have their vacation scheduled on the basis of one working day’s vacation with pay for each 12 1/2 days of cumulative compensated service, or major portion thereof, during the preceding calendar year, with a maximum of 20 working days; in subsequent years, they will continue vacation entitlement on the foregoing basis until qualifying for additional vacation under paragraph NOTE 2: Employees covered by sub-paragraph 9.3(a) will be entitled to vacation on the basis outlined therein if on their tenth of subsequent service anniversary date they achieve 2,500 days of cumulative compensated service; otherwise their vacation entitlement will be calculated as set out in paragraph 9.2. Any vacation granted for which employees do not subsequently qualify will be deducted from their vacation entitlement in the next calendar year. If such employees leave the service for any reason prior to their next vacation, the adjustment will be made at time of leaving. 9.4 Subject to the provisions of Note 3 below employees who, at the beginning of the calendar year, have maintained a continuous employment relationship for at least 19 years and have completed at least 4,750 days of cumulative compensated service, shall have their vacation scheduled on the basis of one working day’s vacation with pay for each 10 days of cumulative compensated service or major portion thereof, during the preceding calendar year with a maximum of 25 working days; in subsequent years, they will continue vacation entitlement on the foregoing basis until qualifying for additional vacation under paragraph 9.5. NOTE 3: Employees covered by paragraph 9.4 will be entitled to vacation on the basis outlined therein of in their twentieth or subsequent service anniversary date they achieve 5,000 days if cumulative compensated service; otherwise, their vacation entitlement will be calculated as set out in paragraph 9.3. Any vacation granted for which employees do not subsequently qualify will be deducted from their vacation entitlement in the next calendar year. If such employees leave the service for any reason prior to their next vacation, the adjustment will be made at time of leaving. 9.5 Subject to the provisions of Note 4 below, employees who at the beginning of the calendar year have maintained a continuous employment relationship for at least 28 years and have completed at least 7,000 days of cumulative compensated service shall have their vacation scheduled on the basis of one working day’s vacation with pay for each 8 1/2 days of cumulative compensated service, or major portion thereof, during the preceding calendar year, with maximum of 30 working days. NOTE 4: Employees covered by paragraph 9 5 will be entitled to vacation on the basis outlined therein if on their twenty-ninth or subsequent service anniversary date they achieve 7,250 days of cumulative compensated service; otherwise their vacation entitlement which employees do not subsequently qualify will be deducted from their vacation entitlement in the next calendar year. If such employees leave the service for any reason prior to their next vacation, the adjustment will be made at time of leaving. (a) Scheduling an employee for five weeks vacation with the employee being paid for the sixth week vacation at pro rata rates; or (b) Splitting the vacation on the basis of five weeks and one week.
Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.
Salary Compensation As salary compensation for Employee's services hereunder and all the rights granted hereunder by Employee to the Company, the Company shall pay Employee a gross salary of not less than $175,000 during the term of this Agreement. Employee's salary shall be payable in bi-weekly increments in accordance with the Company's payroll practices for salaried employees, upon the condition that Employee fully and faithfully performs Employee's services hereunder in accordance with the terms and conditions of this Agreement. The Company shall deduct and withhold from the compensation payable to Employee hereunder any and all amounts required to be deducted or withheld by the Company under the provisions of any statute, regulation, ordinance, or order and any and all amendments hereinafter enacted requiring the withholding or deducting from compensation payable to employees.