Common use of Base Salary, Bonus and Benefits Clause in Contracts

Base Salary, Bonus and Benefits. (a) During the Employment Period, Executive’s total base salary shall be $473,000 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. The Company will review the Executive’s total base salary annually. (b) During the Employment Period, Executive shall be eligible to receive an annual (based on the Company’s fiscal year) bonus of up to 66-2/3% of his Base Salary (the “Bonus”). The Bonus shall be based upon the Company’s annual financial results, as reflected in its audited financial statements, and shall consist of a single lump sum cash payment payable within thirty (30) days after the completion of the Company’s audited annual financial statements, but in no event later than 2 ½ months after the end of the Company’s fiscal year. The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the beginning of each fiscal year of the Company, Executive shall submit to the Board for its approval the Company’s operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets and set conditions each year based on the approved operational plan (a “Bonus Plan”). The financial targets and conditions established for Executive’s Bonus shall be consistent with those established for other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the applicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Any of the Company’s financial results that are used to calculate a Bonus shall be taken only from the Company’s audited financial statements for the applicable year. (c) During the Employment Period, consistent with past custom and practice, Executive shall be entitled to (i) participate in all of the Company Group’s employee benefit programs for which senior executive employees of the Company Group are generally eligible, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker’s compensation insurance and disability coverage, (ii) four (4) weeks of paid vacation each year (which shall include reimbursement of up to $5,000 paid to Executive for an annual comparative shopping trip for research and development purposes to be taken during such vacation), which if not taken may not be carried forward to any subsequent year, (iii) the payment by the Company, or such other member of the Company Group as the Board shall determine to the Executive of a car allowance of $1,000 a month, payable no less frequently than quarterly, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the cost of the premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the Company in procuring such insurance by submitting to reasonable medical examinations and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply, and (v) such other benefits as the Board may from time to time determine. The benefits described in Section 2.3(c)(i)-(v) above are collectively referred to herein as the Executive’s “Benefits.”

Base Salary, Bonus and Benefits. (a) During Promptly after Executive’s execution and delivery of this Agreement, and in partial consideration for the Employment Periodsame, the Company will grant to Executive: (i) an aggregate of 30,290 performance shares, pursuant to the terms and subject to the conditions set forth in one or more Performance Share Agreements under the Sigma Xxxxxxx Corporation 2003 Long Term Incentive Plan (the “Plan”) and (ii) an option to acquire 130,000 shares of the Company’s common stock, pursuant to the terms and subject to the conditions of a Non-Qualified Stock Option Agreement under the Plan, in each case, subject to such terms and conditions including vesting and performance criteria, if applicable, as set forth in an award agreement mutually agreeable to the Company and Executive. (b) Subject to the terms of this Agreement, in consideration of Executive’s agreements contained herein, for the fiscal year beginning the Effective Date, Executive’s total base salary Base Salary shall be $473,000 990,000.00 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular semi-monthly or other agreed-upon equal installments in accordance with during the Company’s general payroll practices year and shall be subject to deductions for customary withholdingwithholdings, including, without limitation, federal and state withholding taxes and social security taxes. The Company will review the Executive’s total base salary annually. (b) During the Employment Period, Executive shall be eligible to receive an annual (based on the Company’s fiscal year) bonus of up to 66-2/3% of his Base Salary (the “Bonus”in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f). The Bonus shall be based upon the Company’s annual financial results, as reflected in its audited financial statements, and shall consist of a single lump sum cash payment payable within thirty (30) days after the completion of the Company’s audited annual financial statements, but in no event later than 2 ½ months after the end of the Company’s fiscal year. The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the beginning of each fiscal year of the Company, Executive shall submit to the Board for its approval the Company’s operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets and set conditions each year based on the approved operational plan (a “Bonus Plan”). The financial targets and conditions established for Executive’s Bonus shall be consistent with those established for other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the applicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Any of the Company’s financial results that are used to calculate a Bonus shall be taken only from the Company’s audited financial statements for the applicable year. (c) During the Employment Period, consistent with past custom and practice, Executive shall be entitled during the Employment Period to the opportunity to earn annual performance bonuses (iwith a target bonus equal to 100% of Base Salary) in accordance with the Board-approved annual bonus program (the “Annual Bonus”). Executive’s Annual Bonus in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f). (d) Executive shall be entitled during the Employment Period to participate in all retirement, disability, pension, savings, health, medical, dental, insurance and other fringe benefits or plans of the Company Groupgenerally available to executive employees. (e) Executive shall be entitled during the Employment Period to participate in the Company’s employee benefit programs long term incentive plan. Beginning with the 2014 grant Executive will receive annual equity grants targeted to achieve a value to Executive equal to $3,600,000.00 in the form of stock options, restricted stock units, performance shares or other forms of equity as determined by the Board of Directors and on terms, including terms relating to retirement eligibility, no less beneficial than those generally applicable to other senior executives under the Plan. The value of an option will be determined using the Black-Scholes method. Depending upon performance, the actual performance share payout may range from zero up to 200% of target. Executive’s long term incentive opportunities in subsequent fiscal years will be subject to adjustment pursuant to Section 2.3(f). (f) Executive’s Base Salary, Annual Bonus and long term incentive opportunity for which senior executive employees subsequent years during the Employment Period shall be reviewed and set annually by the Compensation Committee of the Company Group are generally eligibleBoard, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker’s compensation insurance and disability coverage, (ii) four (4) weeks of paid vacation each year (which but his Base Salary shall include reimbursement of up to $5,000 paid to Executive for an annual comparative shopping trip for research and development purposes to be taken during such vacation), which if not taken may not be carried forward to any subsequent year, (iii) the payment by the Company, or such other member of the Company Group as the Board shall determine to the Executive of a car allowance of reduced below $1,000 a month, payable no less frequently than quarterly, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the cost of the premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the Company in procuring such insurance by submitting to reasonable medical examinations and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply990,000.00 per annum, and (v) such other benefits as his bonus and long term incentive opportunities shall not be reduced below the Board may from time to time determine. The benefits described levels specified in this Section 2.3(c)(i)-(v) above are collectively referred to herein as 2.3 during the Executive’s “BenefitsEmployment Period.”

Base Salary, Bonus and Benefits. (a) During the Employment Period, Executive’s total base salary shall be $473,000 296,587 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. The Company will review the Executive’s total base salary annually. (b) During the Employment Period, Executive shall be eligible to receive an annual (based on the Company’s fiscal year) bonus of up to 66-2/350% of his Base Salary (the “Bonus”). The Bonus shall be based upon the Company’s annual financial results, as reflected in its audited financial statements, and shall consist of a single lump sum cash payment payable within thirty (30) days after the completion of the Company’s audited annual financial statements, but in no event later than 2 ½ months after the end of the Company’s fiscal year. The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the beginning of each fiscal year of the Company, Executive shall submit to the Board for its approval the Company’s operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets and set conditions each year based on the approved operational plan (a “Bonus Plan”). The financial targets and conditions established for Executive’s Bonus shall be consistent with those established for other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the applicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Any of the Company’s financial results that are used to calculate a Bonus shall be taken only from the Company’s audited financial statements for the applicable year. (c) During the Employment Period, consistent with past custom and practice, Executive shall be entitled to (i) participate in all of the Company Group’s employee benefit programs for which senior executive employees of the Company Group are generally eligible, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker’s compensation insurance and disability coverage, (ii) four (4) weeks of paid vacation each year (which shall include reimbursement of up to $5,000 paid to Executive for an annual comparative shopping trip for research and development purposes to be taken during such vacation), which if not taken may not be carried forward to any subsequent year, (iii) the payment by the Company, or such other member of the Company Group as the Board shall determine to the Executive of a car allowance of $1,000 700 a month, payable no less frequently than quarterly, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, fees and (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the cost of the premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the Company in procuring such insurance by submitting to reasonable medical examinations and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply, and (v) such other benefits as the Board may from time to time determine. The benefits described in Section 2.3(c)(i)-(v2.3(c)(i)-(iv) above are collectively referred to herein as the Executive’s “Benefits.”

Base Salary, Bonus and Benefits. (a) During Subject to the Employment Periodterms of this Agreement, in consideration of Executive’s agreements contained herein, for the period beginning on the Start Date, Executive’s total base salary shall be $473,000 250,000 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular equal installments during the year in accordance with the Company’s general normal payroll practices schedule and shall be subject to deductions for customary withholdingwithholdings, including, without limitation, federal and state withholding taxes and social security taxes. The Commencing on the first September 1 that is approximately one year following the Start Date, and each September 1 thereafter, the Base Salary shall be adjusted annually during the Employment Period to reflect any increase from the previous year in the Bureau of Labor Statistics, Consumer Price Index (all urban wage earners) for the Midwest Urban metropolitan area, size B/C with a population between 50,000 and 1,500,000 people. Beginning with the fiscal year ending December 31, 2008, Executive shall be eligible for the opportunity to earn annual performance bonuses in an amount up to 100% of Base Salary (with a target bonus equal to 60% of Base Salary), based on the achievement of such targets as shall be established, in accordance with the Company’s annual bonus program. Executive must remain employed by the Company will review on the Executive’s total base salary annually. (b) During payment date of any such bonus in order to receive any such bonus. Subject to the terms of the actual bonus plan, any bonus thereunder is payable in cash on or after January 1 and no later than April 15 of the calendar year following the applicable fiscal year with respect to such bonus. In addition, during the Employment Period, Executive shall be eligible entitled to participate in all retirement, disability, pension, savings, life, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of the Company. (b) Executive shall receive a bonus for the year ending December 31, 2007 in an amount equal to: $150,000 times (the number of days Executive is employed with the Company during calendar year 2007, divided by 365). Executive must be employed with the Company on the date such bonus is paid in order to receive an annual (based on such bonus. The bonus for the year ending December 31, 2007 shall be paid in cash in accordance with the Company’s fiscal yearnormal bonus payment schedule on or after January 1 and no later than April 15, 2008, subject to the terms of the bonus plan. (c) bonus On the Start Date, the Company shall grant Executive a stock option to purchase 225,000 shares of up to 66-2/3% common stock of his Base Salary (the “Bonus”). The Bonus shall be based upon the Company’s annual financial results, as reflected in its audited financial statements, subject to all terms and shall consist of a single lump sum cash payment payable within thirty (30) days after the completion conditions of the Company’s audited stock option plan and an award agreement evidencing such grant. The exercise price shall be the fair market value of the underlying stock on the date of grant. Such option shall be an incentive stock option to the extent allowable by the law, and any portion of such option that does not so qualify as an incentive stock option shall be treated as a nonqualified option. Such option shall vest at a rate of twenty percent (20%) on the Start Date and an additional twenty percent (20%) on each annual financial statementsanniversary of the Start Date thereafter, but subject to continued employment. Such options shall fully vest upon a change in no event later than 2 ½ months after the end of control, as defined in the Company’s fiscal year. The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the beginning of each fiscal year of the Company, Executive shall submit to the Board for its approval the Company’s operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets stock option plan and set conditions each year based on the approved operational plan (a “Bonus Plan”). The financial targets and conditions established for Executive’s Bonus shall be consistent with those established for other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the applicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Any of the Company’s financial results that are used to calculate a Bonus shall be taken only from the Company’s audited financial statements for the applicable yearaward agreement. (cd) During the Employment Period, consistent the Company upon the submission of proper substantiation by the Executive, shall reimburse the Executive for all reasonable business expenses actually and necessarily paid or incurred by him in the course of and pursuant to the business of the Company, in accordance with past custom Company policies relating to the reimbursement of business expenses. (e) The Company shall pay the reasonable closing costs on the sale of Executive’s principal residence in Memphis, Tennessee and practiceon the purchase of Executive’s principal residence in Tulsa, Oklahoma area. The Company shall pay the actual moving expenses associated with moving Executive’s (and his immediate family’s) personal effects from Memphis to Tulsa. In addition, the Company shall pay Executive a one-time incidental moving allowance of $23,500 upon completion of his move to the Tulsa, Oklahoma area. The Company shall pay to the Executive a gross-up payment in an amount equal to the federal, state and local taxes imposed on the payments contemplated by this subsection (e) relating to moving expense reimbursements and allowances (including federal, state and local taxes imposed on such gross-up payments). The Executive must be employed with the Company at the time of such payments in order to receive such payments, provided however, that such payments shall be made within 10 days of Executive requesting such reimbursement and allowances. (f) The Company shall reimburse Executive monthly for the cost of reasonable temporary living in an apartment in the Tulsa, Oklahoma area for a period not to exceed 12 months. During the period of temporary living, not to exceed 12 months, the Company shall reimburse Executive monthly for the reasonable cost of traveling to Memphis for the purpose of visiting his family. (g) Executive shall be entitled to (i) participate in all of the Company Group’s employee benefit programs for which senior executive employees of the Company Group are generally eligible, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker’s compensation insurance and disability coverage, (ii) four (4) weeks of paid vacation during each year (which shall include reimbursement of up to $5,000 paid to Executive employment for an annual comparative shopping trip for research the first three years of employment and development purposes five weeks of vacation during each year of employment thereafter, consistent with Company policy and to be taken during such vacation), at times which if do not taken may not unreasonably interfere with the performance of Executive’s duties hereunder. Unused vacation time shall be carried forward to any subsequent year, (iii) the payment by treated in accordance with the Company, or such other member of the Company Group as the Board shall determine to the Executive of a car allowance of $1,000 a month, payable no less frequently than quarterly, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the cost of the premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the Company ’s policies in procuring such insurance by submitting to reasonable medical examinations and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply, and (v) such other benefits as the Board may effect from time to time determine. The benefits described in Section 2.3(c)(i)-(v) above are collectively referred to herein as the Executive’s “Benefitstime.”