Common use of Base Salary and Bonus Compensation Clause in Contracts

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual base salary of $516,000.00 (the “Base Salary”). Such Base Salary shall be payable at such intervals as salaries are paid by the Company to other employees of the Company, subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretion. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "Annual Bonus"). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at a non-discretionary minimum of 10% of the then applicable Base Salary, provided that any amount in addition thereto shall be within the sole and absolute discretion of the Company's Board of Directors (or the Compensation Committee of the Board of Directors) and shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) Employee also is being granted a non-qualified stock option (the “Option”) to purchase an aggregate of 800,000 shares of the common stock (the “Common Stock”) of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment by the Company ceases for any reason. The Option will have an exercise price per share equal to $1.00, and will be governed in all other respects by (and Employee agrees to enter into) Wyndcrest’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrest, or the sale of all or substantially all of the assets of Wyndcrest and its subsidiaries on a consolidated basis, provided that Employee is then still employed pursuant to the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Option with effect not later than five (5) business days prior to the consummation of such transaction, or (ii) cause Wyndcrest to enter into such contractual arrangements with the purchaser(s) in such transaction as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such termination. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution of this Agreement, a signing bonus in an amount equal to $100,000, which amount shall be in lieu of any relocation or similar benefit.

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual base salary of $516,000.00 500,000.00 (the “Base Salary”). Such Base Salary shall be payable at such intervals as salaries are paid by the Company to other employees of the Company, subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretion. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "“Annual Bonus"”). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at a non-discretionary minimum of 1020% of the then applicable Base Salary, provided that any amount in addition thereto shall be within the sole and absolute discretion of the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) and shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's ’s overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. In any event, the Annual Bonus payable for a given year shall be paid no later than February 28 of the following year. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) Employee also is being granted a non-qualified stock option (the “Option”) to purchase an aggregate of 800,000 shares of the common stock (the “Common Stock”) of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment by the Company ceases for any reason. The Option will have an exercise price per share equal to $1.00, and will be governed in all other respects by (and Employee agrees to enter into) Wyndcrest’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrest, or the sale of all or substantially all of the assets of Wyndcrest and its subsidiaries on a consolidated basis, provided that Employee is then still employed pursuant to the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Option with effect not later than five (5) business days prior to the consummation of such transaction, or (ii) cause Wyndcrest to enter into such contractual arrangements with the purchaser(s) in such transaction as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such termination. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution within 10 days of this Agreementa Relocation Decision (as defined below), a signing bonus in an amount equal to $100,000100,000 (the “Relocation Payment”), which amount shall be in lieu of any relocation or similar benefit. A Relocation Decision shall occur with the Company decides to relocate the Company’s offices more than 40 miles from Hobe Sound, Florida.

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual annualized base salary of $516,000.00 during the Term (the “Base Salary”). Such Base Salary , which shall be payable at such intervals as salaries are paid by the Company to other employees of the CompanyCompany (but no less frequently than monthly), subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over $400,000 during the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretionTerm. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "“Annual Bonus"). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at a non-discretionary minimum of 10% of the then applicable Base Salary, provided that any ”) in an amount in addition thereto shall be within the sole and absolute discretion of determined by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. Employee’s Annual Bonus during the Term shall be shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's ’s overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) In addition to the Base Salary and Annual Bonus, the Employee also is being granted will be eligible to receive a nonone-qualified stock option time bonus in the event of a successful Initial Public Offering during the course of their Employment in which the Company or its parent company raises more than $50 million (the “OptionIPO bonus”). The IPO bonus will be in the amount of $100,000 and will be paid within thirty (30) days of a successful Initial Public Offering. (d) Following a successful IPO, the Employee will be eligible to purchase an aggregate of 800,000 shares of the common stock receive Stock Options (the “Common StockOptions”) in DDMG with the number of Options awarded commensurate with the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on Employees seniority within the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment by the Company ceases for any reasonGroup. The Option Options will have an exercise price per share equal to $1.00as determined by the Board of Directors of DDMG, and will be governed in all other respects by (and Employee agrees to enter into) WyndcrestDDMG’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrest, or the sale of all or substantially all of the assets of Wyndcrest and its subsidiaries on a consolidated basis, provided that Employee is then still employed pursuant to the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Option with effect not later than five (5) business days prior to the consummation of such transaction, or (ii) cause Wyndcrest to enter into such contractual arrangements with the purchaser(s) in such transaction as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such termination. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution of this Agreement, a signing bonus in an amount equal to $100,000, which amount shall be in lieu of any relocation or similar benefit.

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual base salary of $516,000.00 300,000.00 (the “Base Salary”). Such Base Salary shall be payable at such intervals as salaries are paid by the Company to other employees of the Company, subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretion. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "“Annual Bonus"”). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at a non-discretionary minimum of 1020% of the then applicable Base Salary, provided that any amount in addition thereto shall be within the sole and absolute discretion of the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) and shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's ’s overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. In any event, the Annual Bonus payable for a given year shall be paid no later than February 28 of the following year. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) Employee also is being granted a non-qualified stock option (the “Option”) to purchase an aggregate of 800,000 shares of the common stock (the “Common Stock”) of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment by the Company ceases for any reason. The Option will have an exercise price per share equal to $1.00, and will be governed in all other respects by (and Employee agrees to enter into) Wyndcrest’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrest, or the sale of all or substantially all of the assets of Wyndcrest and its subsidiaries on a consolidated basis, provided that Employee is then still employed pursuant to the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Option with effect not later than five (5) business days prior to the consummation of such transaction, or (ii) cause Wyndcrest to enter into such contractual arrangements with the purchaser(s) in such transaction as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such termination. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution within 10 days of this Agreementa Relocation Decision (as defined below), a signing bonus in an amount equal to $100,000100,000 (the “Relocation Payment”), which amount shall be in lieu of any relocation or similar benefit. A Relocation Decision shall occur with the Company decides to relocate the Company’s offices more than 40 miles from Hobe Sound, Florida.

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual annualized base salary of $516,000.00 during the Term (the “Base Salary”). Such Base Salary , which shall be payable at such intervals as salaries are paid by the Company to other employees of the CompanyCompany (but no less frequently than monthly), subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over $300,000.00 during the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretionTerm. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "Annual Bonus"). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at a non-discretionary minimum of 10% of the then applicable Base Salary, provided that any amount in addition thereto shall be within the sole and absolute discretion of the Company's Board of Directors (or the Compensation Committee of the Board of Directors) and shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) That Option granted to Employee also is being granted a non-qualified stock option pursuant to that certain employment terms letter dated as of January 6, 2007 (the “OptionJanuary 6, 2007 Letter Agreement”) to purchase an aggregate of 800,000 shares of the common stock (the “Common Stock”) of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment continue unmodified by the Company ceases for any reason. The Option will have an exercise price per share equal to $1.00this Agreement, and will be governed in all other respects by (and Employee agrees to enter into) Wyndcrest’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form . In consideration of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that grant of the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrestto Employee, or the sale of all or substantially Employee agrees that all of the assets of Wyndcrest and its subsidiaries on a consolidated basisoptions previously issued to her by the Company, provided that Employee is then still employed pursuant to under the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Company’s 1995 Stock Option with effect not later than five (5) business days prior to the consummation of such transactionPlan, or (ii) cause Wyndcrest otherwise, vested or unvested, have been effectively cancelled in their entirety, and Employee agrees to enter into execute such contractual arrangements with the purchaser(s) in such transaction additional instruments as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) requested by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such terminationevidence this cancellation. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution of this Agreement, a signing bonus in an amount equal to $100,000, which amount shall be in lieu of any relocation or similar benefit.

Base Salary and Bonus Compensation. (a) In consideration for all rights and services provided by Employee, Employee shall receive an annual annualized base salary of $516,000.00 during the Term (the “Base Salary”). Such Base Salary , which shall be payable at such intervals as salaries are paid by the Company to other employees of the CompanyCompany (but no less frequently than monthly), subject to the usual and required employee payroll deductions and withholdings. The Base Salary shall be subject to minimum annual increases of 7% over $300,000 during the prior year’s Base Salary, with any increase in excess of such minimum to be determined by the Company’s Board of Directors (or the Compensation Committee of such Board of Directors), in its sole and absolute discretionTerm. (b) In addition to the Base Salary, Employee will be eligible to receive an annual discretionary bonus (the "“Annual Bonus"). Employee’s Annual Bonus during the Term shall be unconditionally guaranteed at ”) in an amount no less than $50,000 up to a non-discretionary minimum maximum of 10% of the then applicable Base Salary$100,000, provided that any amount in addition thereto shall be within the sole and absolute discretion of as determined by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. Employee’s Annual Bonus during the Term shall be shall be based upon Employee’s achievement of certain mutually agreed objectives and goals and/or Employee’s contribution to the success of the Company’s financial and business objectives and goals for the fiscal year with respect to which the Annual Bonus is calculated, such determination to be made by the Company's ’s Board of Directors (or the Compensation Committee of the Board of Directors) in its sole and absolute discretion. The Company's ’s overall financial performance will also be considered in determining whether any of the discretionary portion of the Annual Bonus is awarded and, if so, the amount. Employee must remain continuously employed by Company through the date on which the Annual Bonus is paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be subject to all required federal, state and local tax withholding. (c) Following a successful IPO, the Employee also is being granted a non-qualified stock option will be eligible to receive Stock Options (the “OptionOptions”) to purchase an aggregate in DDMG with the number of 800,000 shares Options awarded commensurate with the Employees seniority within the group of the common stock (the “Common Stock”) of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the date six (6) months following the Commencement Date and one-eighth (1/8) portions thereof shall vest on the final date of each 6 month period thereafter until such Option is fully vested, provided that, subject to the provisions of Section 7(b), all vesting under the Option shall cease as of the date that Employee’s employment by the Company ceases for any reasoncompanies. The Option Options will have an exercise price per share equal to $1.00as determined by the Board of Directors of DDMG, and will be governed in all other respects by (and Employee agrees to enter into) WyndcrestDDMG’s standard form of stock option agreement, and by the terms of the equity incentive plan under which it is granted, provided that such form of stock option agreement as entered into between Wyndcrest and Employee shall provide that, (x) in the event and to the extent that the Option would otherwise expire upon the consummation of a fundamental corporate transaction constituting the sale of more than 50% of the capital stock of Wyndcrest, or the sale of all or substantially all of the assets of Wyndcrest and its subsidiaries on a consolidated basis, provided that Employee is then still employed pursuant to the terms of this Agreement, the Board of Directors of Wyndcrest shall, as determined by it in its sole and absolute discretion, either (i) accelerate the vesting of the entire unvested portion of the Option with effect not later than five (5) business days prior to the consummation of such transaction, or (ii) cause Wyndcrest to enter into such contractual arrangements with the purchaser(s) in such transaction as are necessary to ensure that the Option continues to survive in accordance with its original tenor from and after the consummation of such fundamental corporate transaction, and (y) in the event that this Agreement is terminated (other than “for cause” as defined infra) by the Company (or a successor entity) or by Employee pursuant to Section 6(b), within six (6) months after and as a result of the consummation of such a fundamental corporate transaction, the then unvested portion of the Option shall become fully vested upon such termination. (d) The Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay to Employee, simultaneously with the execution of this Agreement, a signing bonus in an amount equal to $100,000, which amount shall be in lieu of any relocation or similar benefit.