Bonus Stock Options. (a) In addition to the Base Salary described in Section 3(a) hereof, during the Employment Period, the Employee shall be eligible to receive an annual cash bonus based upon the Employee's achievement of performance objectives to be determined mutually by the Company and Employee each year (the "Annual Cash Bonus"). The targeted Annual Cash Bonus for ADP's fiscal year ended June 30, 2001 shall be 25% of the annual Base Salary, forty-six thousand dollars ($46,000), with a potential to earn up to 37.5% of the annual Base Salary, sixty-nine thousand dollars ($69,000), based, among other things, upon achievement of performance objectives. Additionally, during the term of this Employment Agreement the Employee and the Company shall establish "stretch" bonus goals with respect to the net operating income component of the Employee's performance objectives thereby entitling the Employee to an additional bonus of 200% of the bonus component related to that performance objective. If the Annual Cash Bonus becomes payable, it will be paid within ninety (90) days after the end of ADP's applicable fiscal year provided that the Employee is an employee of the Company on the last day of such fiscal year. Notwithstanding the foregoing, the pro-rated Annual Cash Bonus for the portion of the Company's fiscal year ended June 30, 2000 that the Employee is employed hereunder shall be paid together with the Annual Cash Bonus for the Company's fiscal year ended June 30, 2001.
(b) As soon as practicable after the date hereof, the Company shall recommend to ADP's stock option committee that the Employee receive an option to purchase ten thousand (10,000) shares of ADP common stock which shall vest in five equal installments over a five-year period from the date of grant and shall be subject to the terms and conditions of such option grant.
Bonus Stock Options. (a) In addition to his Salary, Executive shall be eligible to receive a potential annual target cash bonus (the “Target Cash Bonus”) of 75% of his Salary on an annual fiscal year basis, in accordance with the terms of the Corporation’s Board approved executive incentive compensation or bonus plan, if any, or as otherwise approved by the Board. The determination of any Target Cash Bonus payment to be made shall be based on Executive’s and / or the Corporation’s achievement of financial goals and other measurement criteria, as defined and approved by the Board each year. The annual Target Cash Bonus is payable at the discretion of the Compensation Committee and Board. The Target Cash Bonus for any particular calendar year, if any, will be paid by March 15 of the following calendar year. Notwithstanding anything contained in this Section 4.2(a) to the contrary, Executive’s Target Cash Bonus in respect of calendar year 2017 shall be determined based on Executive’s achievement of performance objectives during the period commencing on the Effective Date and ending on December 31, 2017 (the “2017 Performance Period”), which performance objectives shall be agreed to by the Board and Executive.
(b) As additional compensation for his services hereunder, Executive shall be eligible to receive, as promptly as possible following the Effective Date, an option to purchase a number of shares of the Corporation’s common stock representing seven percent (7%) of the Corporation’s total outstanding shares on the date of grant, subject to and in accordance with the terms and provisions of the Corporation’s current Equity Incentive Plan, as amended (the “Plan”) and the applicable award agreement in accordance with the schedule attached hereto as Schedule 1. An amount equal to fifty percent (50%) of such stock options will vest immediately on the Effective Date and the remaining fifty percent (50%) will vest quarterly over two years in equal installments, irrespective of Executive remaining in the role contemplated by this Agreement.
(c) Subject to Compensation Committee and Board approval, for each fiscal year during the term of his employment following the first fiscal year, Executive shall be eligible to receive, simultaneous with receipt of the Target Cash Bonus described in Section 4.2 (a), options to purchase a number of shares of the Corporation’s common stock with an aggregate fair market value (determined by the quoted price of the common stock on Nasdaq or other nation...
Bonus Stock Options. Within sixty (60) days after the Securities and Exchange Commission declares the Registration Statement on Form S-1 to be filed by Employer, effective, Employee will be issued an Incentive Stock Option (“ISO”) to purchase up to Seven Hundred Thousand (700,000) shares of Employer’s common stock. The ISO will have an exercise price equal to 85% of the fair market value of the Employer’s common stock on the date of grant. The ISO will vest according to the following schedule:
(i) If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1st, 2011 through December 31st, 2011, from the annual gross sales from January 1st, 2010 through December 31st, 2010, then employee will vest in one quarter of the ISO shares (i.e. will be able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s common stock );
(ii) If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1st, 2012 to December 31st, 2012 from the annual gross sales from January 1st, 2011 through December 31st, 2011, then Employee will vest in one quarter of the ISO shares (i.e. will be able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s common stock);
(iii) If GMS’ annual gross sales increase at least Fifty Percent (50%) from January 1st, 2013 to December 31st, 2013 from the annual gross sales from January 1st, 2012 through December 31st, 2012 then Employee will vest in one quarter of the ISO shares(i.e. will be able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s common stock);
(iv) If GMS’ annual gross sales increase at least Fifty Percent (50%) or greater from January 1st, 2014 to December 31st, 2014 from the annual gross sales from January 1st, 2013 through December 31st, 2013 then Employee will vest in one quarter of the ISO shares(i.e. will be able to exercise One Hundred Seventy Five Thousand (175,000) of the Seven Hundred Thousand (700,000) options to purchase the Employer’s common stock).
Bonus Stock Options. (a) In addition to his Salary, Executive may receive a cash or cash equivalent bonus (“Bonus”) in respect of each calendar year during the Term. The Bonus for each calendar year shall be determined by the Compensation Committee and the Board in their sole discretion. The Target Bonus shall be fifty percent (50%) of the Salary in any one year, with a maximum amount at the sole discretion of the Compensation Committee and the Board. Such Bonus may be a mix of cash and stock, as determined by the Board in its sole discretion. Objectives for the Bonus will be set and agreed to by the Board and Executive at the beginning of each calendar year. The Bonus for any particular calendar year, if any, will be paid by March 15 of the following calendar year.
(b) Subject to Compensation Committee and Board approval, Executive shall be eligible to receive, as promptly as possible following the Effective Date, an option to purchase one hundred and fifty thousand (150,000) shares of the Corporation’s Common Stock, subject to and in accordance with the terms and provisions of the Corporation’s 2012 Equity Incentive Plan, as amended (the “Plan”) and the applicable award agreement. Such stock options will vest quarterly over three years in equal installments.
(c) Subject to Compensation Committee and Board approval, for each fiscal year during the term of his employment following the first fiscal year, Executive may be eligible to receive, at such time as the Compensation Committee and Board may deem appropriate, options to purchase additional shares of the Corporation’s Common Stock in accordance with the terms and provisions of the Plan or any successor plan.
Bonus Stock Options. (a) In addition to his annual Salary, Executive shall receive a bonus (“Bonus”) during each year of employment. The Bonus for each of Year One, Year Two and each successive term shall be determined in accordance with the performance goals set by the Compensation Committee of the Board of Directors and the President of the Corporation in their sole discretion. The Compensation Committee and the President shall set a target for the Bonus which shall be equal to or greater than twenty-five (25%) percent of the Executive’s annual salary; provided, however, that such target bonus is not binding on the Committee or President. The Bonus shall be paid in cash within 30 days of August 1 of each year.
(b) During Year One of the term of this Agreement, Executive shall receive, at the commencement of Year One, options to purchase a minimum of twenty-five thousand (25,000) shares of the Corporation’s Common Stock, each in accordance with the terms and provisions of the Corporation’s Amended and Restated Stock Option Plan (the “Plan”). After commencement of Year Two the Option Committee shall either approve the grant of options to Executive to purchase twenty-five thousand (25,000) shares of the Corporation’s Common Stock, or, in the discretion of the Compensation Committee shall approve other stock based or other compensation which the Corporation may grant in lieu of stock options to executives of the Company. The value of such stock based or other compensation (excluding salary or bonus) shall be consistent with such compensation granted to other executives of the Company. Options shall vest in 25% increments on the first through fourth anniversaries of the grant date and shall be governed by the terms of the Plan, a copy of which has been provided to Executive.
Bonus Stock Options. (a) In addition to the Base Salary, Executive may receive a cash or cash equivalent bonus (“Bonus”) in respect of each calendar year during the Term, including, without limitation, calendar year 2021. The Bonus for each calendar year shall be determined by the Compensation Committee in its sole discretion. The “Target Bonus” shall be forty percent (40%) of the Base Salary in any one year, with the amount at the sole discretion of the Compensation Committee. Objectives for any Bonus will be set by the Compensation Committee in consultation with the CEO at the beginning of each calendar year. The Bonus for any particular year, if any, will be paid by March 15 of the following calendar year. Notwithstanding anything contained in this Section 4.2(a) to the contrary, Executive’s Bonus for the 2021 calendar year shall be determined based on Executive’s achievement of performance objectives during the period commencing on the Employment Commencement Date and ending on December 31, 2021 (the “2021 Performance Period”), which performance objectives shall be set by the Compensation Committee in consultation with the CEO, and the Bonus earned by Executive in respect of calendar year 2021, if any, shall be pro-rated based on the number of days in the 2021 Performance Period, as compared to the total number of days in such calendar year.
Bonus Stock Options. (a) In addition to the Salary payable to the Executive, the Executive shall be eligible to receive a an annual Bonus (the “Bonus”) of up to 75% of the Executive’s then applicable base Salary, based on the Executive’s and / or the Company’s achievement of specified performance indicators (the “Goals”), as determined by the Board or the Compensation Committee of the Board if such a Committee is in existence. The Bonus if earned shall be payable in Cash and up to 50% in shares of the Company’s Common Stock (the “Common Stock”), at the Executive’s own discretion. The Common Stock component of the Bonus shall be paid in a manner consistent with the Company’s Stock Award Program, if applicable. The Bonus shall be calculated within thirty (30) days after the end of the applicable year and will be paid promptly thereafter, including after the Term, and including partially. The Goals for each year of the Term, other than the initial year, shall be set by the Board no later than thirty (30) days after the commencement of the applicable annual period. Bonus metrics for the first period (2018) will be set up as soon as possible after execution of the employment agreement by the Board and the Compensation Committee.
(b) As additional compensation for his services hereunder, the Executive shall receive (i) as promptly as possible following the Effective Date, 500,000 shares of the Company’s Common Stock of the Company; and (ii) and a grant, effective as of the Effective Date, Company of 600,000 Company Shares of Common Stock, with a quarterly vesting during the Term of this Agreement, with the first 50,000 Company Shares vesting on November 30, 2018 and 50,000 Company Shares vesting on the last day of each three month period thereafter; provided that at the vesting date the Executive is employed with the Company.
(c) Subject to the approval of the Compensation Committee of the Board or the Board if there is no Compensation Committee, as applicable, for each fiscal year during the term of his employment following the first fiscal year, Executive shall be eligible to receive, simultaneous with receipt of the Cash Bonus described in Section 4.2 (a), options to purchase a number of shares of the Company’s common stock, with an aggregate fair market value to be determined following standard methods, subject to and in accordance with the terms and provisions of the Company’s plan and the applicable award agreement.
Bonus Stock Options. (a) In addition to the annual Salary, Executive shall be eligible to receive certain bonuses during his employment as follows:
(i) Executive shall receive a $10,000 bonus for each Abbreviated New Drug Application (“ANDA”) that is submitted under Executive’s supervision and approved by the Federal Drug Administration (“FDA”) FDA; and
(ii) Executive shall be entitled to participate in the Corporation’s executive bonus pool as shall be determined by the Corporation’s Compensation Committee in its sole discretion.
(b) All bonuses payable pursuant to Section 4.2(a) shall be calculated and payable at such time as bonuses for the Corporation’s executives are regularly calculated and payable. Executive shall be entitled to only one bonus for each ANDA approved by the FDA. The bonuses payable under Section 4.2(a) shall not, in the aggregate, exceed 60% of Executive’s Salary for the year in which such bonuses are payable.
(c) Subject to the Corporation’s Compensation Committee approval, Executive shall be eligible to receive, on or around the date that this Agreement is executed by Executive and the Corporation, an option to purchase forty thousand (40,000) shares of the Corporation’s Common Stock, subject to, and in accordance with, the terms and provisions of the Corporation’s 2012 Incentive Compensation Plan (the “Plan”), a copy of which has been provided to Executive.
(d) Subject to the Corporation’s Compensation Committee approval, on or after each of the first and second anniversaries of the Effective Date, Executive shall be eligible to receive an option to purchase forty thousand (40,000) shares of the Corporation’s Common Stock (or some other reasonably equivalent incentive compensation), subject to and in accordance with the terms and provisions of the Plan.
Bonus Stock Options. For each calendar year beginning on January 1, 2016 Executive will be eligible to receive additional equity incentive awards with respect to each such calendar year of the Company based upon Executive's perceived performance during such calendar year and the achievement of the Company targeted results of operations as set by the Board of Directors during the Company's budgeting process in the previous calendar year. Such equity incentive awards may be in the form of options to purchase shares of the Company's common stock, awards of restricted stock, stock appreciation rights, or other awards as determined by the Board or a Committee of the Board. The target number of shares subject to each annual award shall be one-half of one percent of the outstanding shares of the Company; provided, however, that the actual amount of the award, the vesting provisions and other terms and conditions of each award will be determined by the Board or a Committee of the Board.
Bonus Stock Options. (a) As additional compensation for your services, you shall be eligible to earn bonus compensation for each fiscal year of the Company commencing with the fiscal year ending December 31, 1998 during your term of employment hereunder, based on a "target bonus" of $400,000 per annum and otherwise in accordance with the criteria considered in an incentive compensation plan to be mutually agreed to in advance of each such fiscal year by you and the Company's Board of Directors.
(b) Pursuant to the Consulting Agreement, you received ten-year, non-qualified stock options to purchase 500,000 shares of the Company's Common Stock (the "NQSOs"). After your Employment Date but prior to February 1, 1998, you may request that the Company grant to you up to the maximum number of incentive stock options ("ISO's") that may be issued to you (to become exercisable during the period beginning on the Employment Date and ending on the day after the third anniversary of your initial election to the Board) under the Company's Amended 1994 Stock Plan and applicable law, provided that a like number of NQSO's shall be surrendered by you for cancellation. Such ISOs shall be exercisable at the same times and during the same periods as the NQSOs and otherwise shall have substantially identical provisions to the NQSOs, except to the extent contrary to applicable law.
(c) You shall be eligible to receive additional stock options annually, at the discretion of the Board.
(d) The Company will maintain in effect, throughout the periods that the stock options described in this Section 3 remain exercisable, a registration statement on Form S-8 or other appropriate form, registering the shares of its Common Stock issuable pursuant to such options under the Securities Act of 1933, as amended. If requested by you, the Company shall prepare, file and maintain in effect any resale prospectuses under such registration statement as may be required to permit you to resell your option shares without restriction.
