Bonuses and Incentive Compensation. (a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “Incentive Compensation”), which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365. (b) To the extent that the Company is required pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “Policy”) providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers. (c) Subject to the conditions set forth in this Section 5(c), the Executive shall be entitled to the incentive compensation set forth on Exhibit A. (i) Notwithstanding anything to the contrary in any applicable equity award agreement, upon termination of employment for any reason other than for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of the date of termination of Executive’s employment that would have vested in the one year period immediately following the termination of employment of Executive (“Post-Termination Period”) will vest during the Post-Termination Period pursuant to the otherwise applicable vesting provisions to which such stock-based awards are subject and subject to the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided that in the sole discretion of the Board, during the Post-Termination Period, the Executive makes himself reasonably available and cooperates with reasonable requests from the Company concerning any business or legal matters (including, without limitation, response to a subpoena or testimony in any litigation matters) involving facts or events relating to the Company that may be within the Executive’s knowledge. (ii) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to time, the current form of which is annexed as Exhibit B, herein the “Incentive Plan”) or other merger, sale, dissolution or liquidation of the Company under the Company’s applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s employment (subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after termination of Executive's employment. (d) In addition to the foregoing incentive compensation set forth in this Section 5, the Company may, but is not obligated, to grant Executive a discretionary bonus, the granting and amount of which may be determined from time to time by the Board in its sole and absolute discretion.
Appears in 1 contract
Samples: Executive Employment Agreement (XpresSpa Group, Inc.)
Bonuses and Incentive Compensation. (a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “Incentive Compensation”), ) which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365.
(b) . To the extent that the Company is required pursuant to Section 954 of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “"Policy”") providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers.
(cb) Subject to the conditions set forth in this Section 5(c5(b), the Executive shall be entitled to the incentive compensation set forth on Exhibit A.of either 5(b)(i) (Change of Control of XpresSpa Incentive) or 5(b)(ii) (Public Offering Incentive), whichever occurs first:
(i) Notwithstanding anything to Change of Control of XpresSpa Incentive: Provided that on the contrary in any applicable equity award agreement, upon termination date of employment for any reason other than the closing of a Change of Control of XpresSpa the Executive is either employed by XpresSpa or receiving the Severance Benefit and has not been terminated for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of will be entitled on the date of termination closing (except as provided below regarding a Future Payment Event) to 2% of Executive’s employment that would have vested in the one year period immediately following the termination of employment of Executive (“Post-Termination Period”) will vest during the Post-Termination Period pursuant amount equal to the total amount of cash and the fair market value (on the date of payment) of all non-cash consideration paid or payable to the Company or its stockholders in connection with the Change of Control of XpresSpa net of transaction expenses payable to third parties and less the original Company acquisition price of XpresSpa of $45,000,000 and less any past or future capital contributions made or to be made by the Company or its stockholders; provided, however, to the extent that (A) any consideration otherwise applicable vesting provisions receivable by the Company or its stockholders is deposited in escrow or otherwise receivable as a non-contingent deferred payment; and/or (B) any portion of the consideration is payable to which the Company or its stockholders as a contingent deferred payment (a "Future Payment Event"), such stock-based awards are subject amounts shall be paid to the Executive only if and when such amounts become payable to the Company or its stockholders. Notwithstanding the foregoing, except if the Future Payment Event is subject to the applicable requirements a substantial risk of forfeiture in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), provided if the amount payable in connection with a Future Payment Event will be received by the Company or the Company’s stockholders on a date that in is later than the sole discretion fifth anniversary of the Board, during effective time of the Post-Termination PeriodChange of Control of XpresSpa, the Executive makes himself reasonably available and cooperates will not be eligible to receive any payment in connection with reasonable requests from such Future Payment Event. If the Company concerning any business or legal matters (including, without limitation, response Future Payment Event is subject to a subpoena or testimony in any litigation matters) involving facts or events relating to substantial risk of forfeiture at the Company that may be within time the Executive’s knowledge.
(ii) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to timeof XpresSpa becomes effective, the current form of which is annexed as Exhibit B, herein Executive shall remain eligible to receive a distribution from any Future Payment Event in accordance with this paragraph. In no event shall the “Incentive Plan”) or other merger, sale, dissolution or liquidation of Executive receive any payments until the Company under the Company’s applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s employment (subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after termination of Executive's employment.
(d) In addition to the foregoing incentive compensation set forth its stockholders receives payment. As used in this Section 55(b)(i) only, "Change of Control of XpresSpa" shall mean (A) an acquisition or series of acquisitions by a person(s) or entity(ies) (unrelated to FORM) of more than fifty percent (50%) of the Company may, but is not obligated, outstanding shares or securities entitled to grant Executive vote for the election of directors or similar managing authority of XpresSpa or (B) a discretionary bonus, the granting and amount sale or disposition of which may be determined from time all or substantially all of XpresSpa’s assets to time by the Board in its sole and absolute discretion.an unrelated third party. or
Appears in 1 contract
Samples: Executive Employment Agreement (FORM Holdings Corp.)
Bonuses and Incentive Compensation. (a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “"Incentive Compensation”), ") which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365.
(b) . To the extent that the Company is required pursuant to Section 954 of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “"Policy”") providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers.
(c) Subject to the conditions set forth in this Section 5(c), the Executive shall be entitled to the incentive compensation set forth on Exhibit A.
(ib) Notwithstanding anything to the contrary in any applicable equity award agreement, upon termination of employment for any reason other than for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of the date of termination of Executive’s 's employment that would have vested in the one year period immediately following the termination of employment of Executive (“Post-"Post- Termination Period”") will vest during the Post-Termination Period pursuant to the otherwise applicable vesting provisions to which such stock-based awards are subject and subject to the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided that in the sole discretion of the BoardBoard , during the Post-Termination Period, the Executive makes himself reasonably available and cooperates with reasonable requests from the Company concerning any business or legal matters (including, without limitation, response to a subpoena or testimony in any litigation matters) involving facts or events relating to the Company that may be within the Executive’s 's knowledge. The Company will in good faith consider Executive's obligations for other persons and/or employers, and will take its best efforts to accommodate such obligations in connection with any such cooperation request. Upon submission of invoices, the Company will reimburse the Executive for reasonable expenses (including, but not limited to, legal fees and travel) incurred in carrying out the provisions of this paragraph. The Executive will provide the Company with reasonable advance written notice prior to incurring any expenses in excess of $2500. Without limiting the foregoing, if Executive is not receiving Severance Benefit during the Post-Termination Period, then the Company will pay the Executive additional compensation, in such amount and form as the parties reasonably agree, in connection with any cooperation request by the Company of the Executive which is reasonably expected to exceed five hours in the aggregate (including for this purposes time spent in connection with any prior cooperation requests).
(iic) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to time, the current form of which is annexed as Exhibit B, herein the “Incentive Plan”) or other merger, sale, dissolution or liquidation of the Company under the Company’s 's applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s employment (subject 's employment-(subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after from termination of Executive's employment.
(d) In addition to . As used in this Agreement, "Change of Control" shall have the foregoing incentive compensation meaning set forth in this Section 5the Company's 2012 Employee, the Company may, but is not obligated, to grant Executive a discretionary bonus, the granting Director and amount of which may be determined from time to time by the Board in its sole and absolute discretionConsultant Equity Incentive Plan.
Appears in 1 contract
Samples: Executive Employment Agreement (FORM Holdings Corp.)
Bonuses and Incentive Compensation. (a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “"Incentive Compensation”), ") which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365.
(b) . To the extent that the Company is required pursuant to Section 954 of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “"Policy”'') providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers.
(c) Subject to the conditions set forth in this Section 5(c), the Executive shall be entitled to the incentive compensation set forth on Exhibit A.
(ib) Notwithstanding anything to the contrary in any applicable equity award agreement, upon termination of employment for any reason other than for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of the date of termination of Executive’s 's employment that would have vested in the one year period immediately following the termination of employment of Executive (“Post-"Post- Termination Period”") will vest during the Post-Termination Period pursuant to the otherwise applicable vesting provisions to which such stock-based awards are subject and subject to the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided that in the sole discretion of the Board, during the Post-Termination Period, the Executive makes himself reasonably available and cooperates with reasonable requests from the Company concerning any business or legal matters (including, without limitation, response to a subpoena or testimony in any litigation matters) involving facts or events relating to the Company that may be within the Executive’s 's knowledge. The Company will in good faith consider Executive's obligations for other persons and/or employers, and will take its best efforts to accommodate such obligations in connection with any such cooperation request. Upon submission of invoices, the Company will reimburse the Executive for reasonable expenses (including, but not limited to, legal fees and travel) incurred in carrying out the provisions of this paragraph. The Executive will provide the Company with reasonable advance written notice prior to incurring any expenses in excess of $2500. Without limiting the foregoing, if Executive is not receiving Severance Benefit during the Post-Termination Period, then the Company will pay the Executive additional compensation, in such amount and form as the parties reasonably agree, in connection with any cooperation request by the Company of the Executive which is reasonably expected to exceed five hours in the aggregate (including for this purposes time spent in connection with any prior cooperation requests).
(iic) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to time, the current form of which is annexed as Exhibit B, herein the “Incentive Plan”) or other merger, sale, dissolution or liquidation of the Company under the Company’s 's applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s 's employment (subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after from termination of Executive's employment.
(d) In addition to employment As used in this Agreement, "Change of Control" shall have the foregoing incentive compensation meaning set forth in this Section 5, the Company may, but is not obligated, to grant Executive a discretionary bonus, the granting Company's 2012 Employee) Director and amount of which may be determined from time to time by the Board in its sole and absolute discretionConsultant Equity Incentive Plan.
Appears in 1 contract
Samples: Executive Employment Agreement (FORM Holdings Corp.)
Bonuses and Incentive Compensation. (a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “"Incentive Compensation”), ") which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365.
(b) . To the extent that the Company is required pursuant to Section 954 of the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “"Policy”") providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers.
(c) Subject to the conditions set forth in this Section 5(c), the Executive shall be entitled to the incentive compensation set forth on Exhibit A.
(ib) Notwithstanding anything to the contrary in any applicable equity award agreement, upon termination of employment for any reason other than for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of the date of termination of Executive’s 's employment that would have vested in the one year period immediately following the termination of employment of Executive (“"Post-Termination Period”Period ") will vest during the Post-Termination Period pursuant to the otherwise applicable vesting provisions to which such stock-based awards are subject and subject to the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided that in the sole discretion of the Board, during the Post-Termination Period, the Executive makes himself herself reasonably available and cooperates with reasonable requests from the Company concerning any business or legal matters (including, without limitation, response to a subpoena or testimony in any litigation matters) involving facts or events relating to the Company that may be within the Executive’s 's knowledge. The Company will in good faith consider Executive's obligations for other persons and/or employers, and will take its best efforts to accommodate such obligations in connection with any such cooperation request. Upon submission of invoices, the Company will reimburse the Executive for reasonable expenses (including, but not limited to, legal fees and travel) incurred in carrying out the provisions of this paragraph. The Executive will provide the Company with reasonable advance written notice prior to incurring any expenses in excess of $2500. Without limiting the foregoing, if Executive is not receiving Severance Benefit during the Post-Termination Period, then the Company will pay the Executive additional compensation, in such amount and form as the parties reasonably agree, in connection with any cooperation request by the Company of the Executive which is reasonably expected to exceed five hours in the aggregate (including for this purposes time spent in connection with any prior cooperation requests).
(iic) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to time, the current form of which is annexed as Exhibit B, herein the “Incentive Plan”) or other merger, sale, dissolution or liquidation of the Company under the Company’s 's applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s 's employment (subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after from termination of Executive's employment.
(d) In addition to . As used in this Agreement, "Change of Control" shall have the foregoing incentive compensation meaning set forth in this Section 5the Company's 2012 Employee, the Company may, but is not obligated, to grant Executive a discretionary bonus, the granting Director and amount of which may be determined from time to time by the Board in its sole and absolute discretionConsultant Equity Incentive Plan.
Appears in 1 contract
Samples: Executive Employment Agreement (FORM Holdings Corp.)
Bonuses and Incentive Compensation.
(a) During the Employment Period, the Executive will be eligible to participate in any annual bonus and other incentive compensation program that the Company may adopt from time to time for its executive officers. If the Executive has earned any bonus or non-equity based incentive compensation (collectively, “"Incentive Compensation”), ") which remains unpaid upon termination of Employment for any reason whether by Executive or Company other than for Cause Cause, then Executive shall be entitled to receive such Incentive Compensation at the time the Company distributes such Incentive Compensation to other executive officers of the Company. Such amount shall be prorated for the year of termination equal to the amount of Incentive Compensation earned multiplied by a fraction the numerator of which the number of days that Executive worked for the Company prior to the date of termination and the denominator of which is 365..
(b) To the extent that the Company is required pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act to develop and implement a policy (the “"Policy”") providing for the recovery from the Executive of any payment of incentive based compensation (whether in cash or in equity) paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company's other executive officers..
(c) Subject to the conditions set forth in this Section 5(c5(d), the Executive shall be entitled to the incentive compensation set forth on Exhibit A.
(i) Notwithstanding anything to the contrary in any applicable equity award agreement, upon termination of employment for any reason other than for Cause, the vesting of such number of stock options, RSUs and other stock-based awards outstanding and held by the Executive as of the date of termination of Executive’s 's employment that would have vested in the one year period immediately following the termination of employment of Executive (“"Post-Termination Period”") will vest during the Post-Termination Period pursuant to the otherwise applicable vesting provisions to which such stock-based awards are subject and subject to the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), provided that in the sole discretion of the Board, during the Post-Termination Period, the Executive makes himself reasonably available and cooperates with reasonable requests from the Company concerning any business or legal matters (including, without limitation, response to a subpoena or testimony in any litigation matters) involving facts or events relating to the Company that may be within the Executive’s 's knowledge..
(ii) In addition, subject to any permitted action by the Board upon a Change of Control (as defined in the Company’s 's 2012 Employee, Director and Consultant Equity Incentive Plan, as amended from time to time, the current form of which is annexed as Exhibit B, B. herein the “"Incentive Plan”) or other merger, sale, dissolution or liquidation of the Company under the Company’s 's applicable equity plan to terminate the stock options or other stock-based awards, subject to the applicable requirements of Section 409A of the Code, any stock option granted on or after the Effective Date, which has vested, shall be exercisable for not less than one year from the date of termination of Executive’s 's employment (subject to the scheduled expiration of any option) and if such option is an incentive stock option it shall automatically convert and be deemed a non-qualified option as of the date that is three months after termination of Executive's employment..
(d) In addition to Notwithstanding the foregoing incentive compensation set forth in this Section 5foregoing, the Company mayExecutive shall be entitled to a one time 10% minimum guaranteed bonus for 2019 to be calculated off his Base Salary as of his July 8, but is not obligated, to grant Executive a discretionary bonus, the granting and amount of which may be determined from time to time by the Board in its sole and absolute discretion.2019 commencement date.
Appears in 1 contract
Samples: Executive Employment Agreement (XpresSpa Group, Inc.)
