Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. (b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00200,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than will provide for at least three (3) weeksweeks of vacation time. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 1,000.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., Rail Brokerage Division of the corporate accounting functionsCompany) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00225,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsHighway division,) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “"Base Salary”") of ----------- $300,000.00275,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation 's policy, which shall be but in any event no less than three four (34) weeksweeks vacation per year occurring during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s 's policy in effect from time to time with respect to its executive officers generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as the use of a vehicle provided by the Company or its Affiliate or an equivalent monthly car allowance of $700.00 in accordance with the Company’s 's policy from time to time for similarly situated executivesexecutive officers, in all cases each case subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. In addition, the Company at its sole cost and expense shall provide the Executive with reasonable and customary legal malpractice insurance coverage.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s 's performance bonus plan or program as adopted by Board and in effect from time to time with respect to the Company's similarly situated executives of the Company and its subsidiaries (the “"Bonus Plan”"), and to receive such performance bonus thereunder (if any) with ---------- respect to each fiscal year of the Company occurring during the Employment Period, commencing with the fiscal year ending in December 2002, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions determine (which may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and the Company and/or its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and well as individual performance criteria as may be determined by the Board Board) (or committee thereof) taking into account the Executive’s duties and responsibilities provided that to the extent the achievement or satisfaction of any or all of the maximum specified targets, goals and conditions is exceeded, the Company and its Affiliates for may, in the period in questionsole discretion of the Board, increase such performance bonus award to an amount greater than such stated maximum percentage of the Base Salary). The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b29(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. The Executive's rights to participate in, and to receive a performance bonus under, the Company's Bonus Plan in effect for any given fiscal year shall be subject to the Company's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In addition to the foregoing rights to participate in the Company's Bonus Plan with respect to each such fiscal year occurring during the Employment Period, the Executive shall be entitled to receive a guaranteed bonus in the amount of $49,700 with respect to the current fiscal year of the Company ending in December 2001, subject to the further terms and conditions of this Section 29(b) (including the pro ration thereof, if applicable). If the Executive’s 's employment with the Company is terminated for any reason other than without "cause" pursuant to Section 32(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. If the Executive's employment with the Company is terminated without “"cause” " pursuant to Section 7(b32(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) ), which effective as of July 30, 2006 is $300,000.00212,160.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 700 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company Pacer International and its subsidiaries subsidiaries, including the Company, (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsPacer Cartage) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “"Base Salary”") of $300,000.00400,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation 's policy, which shall be but in any event no less than three four (34) weeksweeks vacation per year occurring during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s 's policy in effect from time to time with respect to its executive officers generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as the use of a vehicle provided by the Company or its Affiliate or an equivalent monthly car allowance of $700.00 in accordance with the Company’s 's policy from time to time for similarly situated executivesits most senior executive officers, in all cases each case subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s 's performance bonus plan or program as adopted by Board and in effect from time to time with respect to the Company's similarly situated executives of the Company and its subsidiaries (the “"Bonus Plan”"), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, commencing with the fiscal year ending in December 2002, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty be targeted at sixty percent (5060%) of the Base Salary in effect for such fiscal year as year, with the actual amount of such bonus being determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions determine (which may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and the Company and/or its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and well as individual performance criteria as may be determined by the Board Board) (or committee thereof) taking into account the Executive’s duties and responsibilities provided that to the extent the achievement or satisfaction of any or all of the maximum specified targets, goals and conditions is exceeded, the Company and its Affiliates for may, in the period in questionsole discretion of the Board, increase such performance bonus award to an amount greater than such stated maximum percentage of the Base Salary). The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)ofSection 8(b)(iii) below) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If The Executive's rights to participate in, and to receive a performance bonus under, the Executive’s employment Company's Bonus Plan in effect for any given fiscal year shall be subject to the Company's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In addition to the foregoing rights to participate in the Company's Bonus Plan with respect to each such fiscal year occurring during the Company is terminated without “cause” pursuant to Section 7(b) belowEmployment Period, the Executive will shall be entitled to receive that portion a guaranteed bonus in the amount of the bonus payable for $180,000 with respect to the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 daysended in December 2001. If the Executive’s 's employment with the Company is terminated for any reason other than without “"cause” " pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The If the Executive’s rights 's employment with the Company is terminated without "cause" pursuant to participate inSection 7(b) below, and the Executive will be entitled to receive a performance that amount of the bonus under, as may be awarded by the Company’s Bonus Plan Board in effect for any given fiscal year shall be subject accordance with the foregoing provisions of this Section 4(b) with respect to the Company’s right at any time and from time Severance Period pursuant to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall controlSection 8(b)(iii) below.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00286,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be but in any event no less than three (3) weeksweeks vacation per year during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as (i) a monthly car allowance of at least $700.00 1,200 in accordance with the Company’s policy from time for its most senior executive officers and (ii) shared use of or access to time for similarly situated executivesa country club membership owned or maintained by the Company in the Columbus, Ohio metropolitan area, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsInternational, Warehousing and Distribution, Supply Chain Services and Rail Brokerage divisions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00, 300,000 payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three four (34) weeksweeks per year occurring during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsIntermodal Segment) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officersemployees. The Base Salary may be increased from time to time in the sole discretion of the BoardBoard (or a committee thereof). The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers employees generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executivesemployees, in all cases subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as if, as, and to the extent adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if anyany is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect earned and paid for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsmarketing and sales function) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive’s 's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers similarly situated employees of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below, the Executive will may, at the discretion of the Company’s Chief Executive Officer, be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 daysdays (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than by the Company without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $ $300,000.00205,880.48, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officersemployees. The Base Salary may be increased reviewed periodically or from time to time in by senior management or the sole discretion Board, as part of the BoardCompany’s executive compensation review process or otherwise, and will be subject to adjustment, if any, as determined by the Board (or a Committee thereof or the other officer to which the Board has delegated authority) in its, his or her sole discretion, but in no event shall the Base Salary be reduced during the Employment Period below the minimum amount stated above without the Executive’s consent. The Executive will also be entitled to vacation under and subject to the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers employees generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as if, as, and to the extent adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if anyany is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect earned and paid for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) or functional group(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsnetwork management) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) taking into account the Executive’s 's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers similarly situated employees of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 daysdays (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00225,685.28, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respectrespect on reasonable notice. Any such amendment, change or modification will not result in a forfeiture of accrued and unused vacation. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programsprograms upon reasonable notice and in accordance with applicable law.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty-five percent (5035%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(sunit(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s 's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respectrespect upon reasonable notice and in accordance with applicable law. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00291,891.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, effect as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty-five percent (5035%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(sunit(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsIntermodal Segment) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00260,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to no less than four (4) weeks vacation per year under the Company’s vacation policy, which shall be no less than three (3) weekspolicy in effect from time to time during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) International division, currently comprised of the Company and its subsidiaries), and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question). The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00225,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to three weeks vacation (pro-rated in 2011) under and subject to the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs; provided however, that during the period from the Commencement Date until December 31, 2011, the Executive has requested, and the Company has agreed, that the Executive and his family will not participate in the Company’s’ health insurance plan but instead the Executive and his family shall continue coverage under the Executive’s former employer’s health insurance program and the Company shall reimburse the Executive for his COBRA premiums in a monthly amount of $1,167.18. The Company will reimburse the Executive for the reasonable costs incurred by the Executive for temporary housing in the vicinity of Dublin, OH, until the first to occur of (i) the Executive’s relocation to the Dublin, OH, vicinity and (ii) November 30, 2011. The Company will also reimburse the Executive for the reasonable costs and expenses incurred by the Executive (grossed up to cover any net income tax obligation incurred by the Executive with respect to such reimbursement) to relocate to the Dublin, OH, vicinity subject to and in accordance with the Company’s relocation policy.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries Affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionshuman resources function) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated by the Company without “cause” pursuant to Section 7(b) below or by the Executive with Good Reason (as defined below) within eighteen (18) months after a Change in Control (as defined below) pursuant to Section 7(d) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below or by the Executive with Good Reason within eighteen (18) months after a Change in Control pursuant to Section 7(d) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
(c) During the Employment Period, the Executive shall be entitled to participate in the Company’s long-term equity incentive plan as adopted by the Board (or a committee thereof) and in effect from time to time with respect to similarly situated executives of the Company and its Affiliates (the “LTI Plan”), and to receive such awards thereunder (if any), subject in all cases to the terms and conditions of this Agreement, the LTI Plan and the applicable award agreement issued thereunder. The number of shares or awards and applicable terms and conditions of such awards, if any, that may be granted to the Executive hereunder shall be determined by the Board (or committee thereof) in its sole discretion and shall be vested and earned based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such LTI Plan or the applicable award agreement, and as the Board (or committee thereof) may determine. Such targets, goals and conditions may include any performance measures permitted under the LTI Plan as determined by the Board (or a committee thereof) and may relate to business, financial, operating and/or other measures applicable to (A) the Company and its Affiliates taken as a whole, (B) those business segment(s) or divisions(s) of the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the human resources function) and (C) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The effect of termination of employment or other circumstances shall be as stated in the LTI Plan or the applicable award agreement. The Executive’s rights to participate in, and to receive awards under, the Company’s LTI Plan shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such LTI Plan or any award program thereunder in any respect. In the event of a conflict between this Agreement and such LTI Plan or the applicable award agreement, the LTI Plan and the applicable award agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00140,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives and participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries Affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00350,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officersemployees. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to four weeks vacation (pro-rated in 2012) under and subject to the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as if, as, and to the extent adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries Affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if anyany is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect earned and paid for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsinternational and warehousing business units) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) ), taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 daysdays (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00275,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as (i) a monthly car allowance of $700.00 1,295.00, in accordance with the Company’s policy from time to time for similarly situated executives, and (ii) a membership in the Executive’s name at the Tartan Fields Club payable in accordance with past practice, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty forty percent (5040%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.and
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00175,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than will provide for at least three (3) weeksweeks of vacation time. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty-five percent (5035%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsPacer International) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00165,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officersemployees. The Base Salary may be increased from time to time in the sole discretion of the BoardBoard or its delegate. The Executive Board or its delegate will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject first consider an adjustment to the CompanyBase Salary after the Executive’s right at any time and from time to time to amend, modify, change or terminate such vacation policy first six months of service in any respectthe Corporate Controller position. The Executive will also be entitled to such other benefits as may be made available to other executive officers similarly situated employees of the Company generally, including vacation and sick leave, participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as if, as, and to the extent adopted by the Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries Affiliates (the “Bonus Plan”), and to receive such performance bonus thereunder (if anyany is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect earned and paid for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International the Company and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionscontroller function) and (ii) such personal and individual performance criteria as may be determined by the Executive’s supervisor or the Board (or committee thereof) ), taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers similarly situated employees of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 daysdays (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as Pacer’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00158,900.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to the Company’s similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions (which may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question). The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00350,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly club dues allowance of $700.00 and a monthly car allowance of $700.00 900.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsIntermodal Segment) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
(c) The Company shall pay the Executive a one-time signing bonus of $75,000.00 at such time or times and in such installments as shall be mutually agreed upon and determined by the Company and the Executive.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) Subsidiaries shall pay the Executive you a minimum annual base salary (the “"Base Salary”") of $300,000.00220,000, payable in such installments (but not less often than monthlybi-weekly) as is generally the policy of the Company or such Subsidiary with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the BoardBoard of Directors of the Company. The Executive During the Employment Period, you will also be entitled to four weeks vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue per year and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company or such Subsidiary generally, including including, without limitation, (i) participation in such health, life and disability insurance programs and retirement or savings plans, if any, plans as the Company or such Subsidiary may from time to time maintain in effect, as well as ; (ii) the use of a vehicle provided by the Company or such Subsidiary or an equivalent monthly car allowance of $700.00 in accordance with the Company’s 's or such Subsidiary's policy with respect to its senior executives; and (iii) participation in such stock option plans of the Company as may be adopted from time to time for similarly situated executives, in all cases subject to the executive officers of the Company on terms determined by the Board of Directors of the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During In addition to the Employment PeriodBase Salary and benefits set forth in paragraph (a) above, the Executive shall you will be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”)receive a cash incentive bonus, and to receive such performance bonus thereunder (if any) , with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases determined pursuant to the terms and conditions of this Agreement and such Bonus PlanSection 4(c). The amount of such performance bonus, if any, that may Such bonus shall be awarded due and payable to as soon as practicable, but in no event later than 30 days, following the Executive hereunder with respect to any such fiscal year shall range up to fifty percent (50%) Company's receipt from its public accountants of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent audited consolidated financial statements of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates subsidiaries. If your employment with the Company is terminated for any reason other than without "cause" pursuant to Section 7(b), the period in question. The performance Company (or any of its affiliates) will not pay you a bonus awarded and payable to the Executive under such Bonus Plan with respect to any such the fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time in which your employment is terminated or times and in such manner as performance bonuses are paid to the other executive officers of the Company generallythereafter. If the Executive’s your employment with the Company is terminated without “"cause” " pursuant to Section 7(b) belowat any time during any fiscal year, the Executive you will be entitled to receive that portion of the bonus payable for the such fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment , payable in accordance with the Company is terminated second sentence of this Section 4(b).
(c) The bonuses payable for any reason other than without “cause” pursuant to Section 7(b) below, neither each calendar year during the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year Employment Period shall be subject to and determined on the achievement by the Company and its subsidiaries of the same specified performance targets applicable to the other senior managers of the Company and its subsidiaries that are determined by the Board of Directors of the Company’s right at any time . Such bonus for the 1998 calendar year will range from $23,300 upon the achievement of the minimum specified targets to $60,000 upon the achievement of the maximum specified targets. For the calendar year 1999 and each calendar year thereafter during the Employment Period, the bonus shall range from time $35,000 upon the achievement of the minimum specified targets to time to amend, modify, change or terminate such Bonus Plan in any respect. In $90,000 upon the event achievement of a conflict between this Agreement and such Bonus Plan, this Agreement shall controlthe maximum specified targets.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00, 225,000.00 payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three (3) weeks. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of Pacer International, Inc. (“Pacer International”), and its subsidiaries, including the Company and its subsidiaries (the “Bonus Plan”), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year shall range up to fifty thirty percent (5030%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functionsRetail Intermodal Services) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s 's duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s 's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.
(c) The Company shall pay the Executive a one-time signing bonus of $40,000.00, payable in two equal installments of $20,000.00, one payable with the Executive’s first paycheck after the Commencement Date and the second payable in February 2009, subject to the Executive’s continued employment at such time.
Appears in 1 contract
Base Salary; Bonus; Benefits. (a) During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $300,000.00275,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its executive officers. The Base Salary may be increased from time to time in the sole discretion of the Board. The Executive will also be entitled to vacation under the Company’s vacation policy, which shall be no less than three four (34) weeksweeks vacation per calendar year occurring during the Employment Period. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its executive officers generally, subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well as a monthly car allowance of $700.00 in accordance with the Company’s policy from time to time for similarly situated executives, in all cases subject to the Company’s right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs.
(b) During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program as adopted by Board and in effect from time to time with respect to similarly situated executives of the Company and its subsidiaries (the “Bonus Plan”), subject to approval of the Board (or committee thereof), and to receive such performance bonus thereunder (if any) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder under the Company’s Bonus Plan with respect to any such fiscal year shall range up to fifty percent (50%) of the Base Salary in effect for such fiscal year as determined by the Board (or committee thereof) in its sole discretion based on and to the extent of the achievement or satisfaction of such targets, goals and conditions as may be provided in such Bonus Plan for such fiscal year, and as the Board (or committee thereof) may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) Pacer International and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of Pacer International and its Affiliates for and with respect to which the Executive is responsible or has authority (e.g., the corporate accounting functions) and (ii) such personal and individual performance criteria as may be determined by the Board (or committee thereof) taking into account the Executive’s duties and responsibilities to the Company and its Affiliates for the period in question. The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any pro rated amount payable pursuant to the following provisions of this Section 4(b)) shall be paid at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally. If the Executive’s employment with the Company is terminated without “cause” pursuant to Section 7(b) below, the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs pro rated through the date of such termination based on the number of days elapsed through the termination date over 365 days. If the Executive’s employment with the Company is terminated for any reason other than without “cause” pursuant to Section 7(b) below, neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company’s right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.such
Appears in 1 contract
