Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review. 2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS"). 2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy. 2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy. 2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer. 2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect. 2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement. 2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located. 2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Pacific Ethanol, Inc.)
Compensation and Benefits. 2.1 As compensation for his In consideration of the services to Employerbe provided hereunder, Employer the Employee, during the term of his employment, shall pay to Executive an be paid a gross annual base salary of One Hundred Eighty-Five Thousand Dollars $330,000 USD ($185,000“Base Salary”) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or bi-weekly installments, in arrears, less applicable statutory deductions and withholdings. Salaries are reviewed annually in March on the basis of such factors as, but not limited to, merit, market performance, job grade and potential. However, any increase to the Employee's Base Salary is in the sole discretion of the Employer and the Board of Directors. The Employee shall be eligible for a target annual bonus of 40% of the Employee’s Base Salary, based on performance in the prior calendar year, subject to achieving corporate and personal targets to be determined by the Employer and the Board of Directors, taking into account input from the Employee regarding his personal targets. The Employee acknowledges that: (i) terms and conditions of the applicable bonus program may change each calendar year at the discretion of the Employer; (ii) there will be no guaranteed level of Bonus in any year. The Employee will be eligible for equity-based awards under the Company’s Equity Incentive Compensation Plan as determined by the Board of Directors, commensurate with the Employee’s position and any business milestones which may be established by the Employer. The Employee shall receive an automobile allowance of $2,000 USD per month payable in accordance with the Employer’s practices and subject to applicable deductions. Subject to the terms of applicable policies and plans, the Employee will be eligible to participate in the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereaftergroup insured benefits program, or earlier as may be in effect from time to time for its employees generally, and executive employees specifically. Benefits, coverages, policies and plans may be amended or terminated by the Employer at any time, without advance notice or other obligation, provided however that in the discretion event of the Compensation Committee of the Board, but not less frequently than annuallysuch amendment or termination, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, will either make available to the extent offered by EmployerEmployee benefits coverage substantially comparable in scope to the preceding coverage, and in amounts consistent with or reimburse the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing Employee for the benefit cost of other senior executive officers of Employer. Executive's participation obtaining private coverage substantially comparable in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation scope to the city where Employer's corporate headquarters are locatedpreceding coverage.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As 4.1 The Corporation shall pay to Executive as compensation for his services to Employer, Employer shall pay to Executive an annual and agreements hereunder a base salary at the rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during 275,000 per annum, or such greater amount as the first 12-month period that this Agreement is in effect, Board of Directors of the Corporation shall from time to time determine. Base salary shall be payable in equal semimonthly payments or installments in accordance with the EmployerCorporation's regular normal payroll policy policy, subject to payroll taxes and withholding requirements.
4.2 The Corporation will establish a discretionary performance bonus program for salaried employees Executive with respect to each fiscal year during the Term. The performance bonus will be an amount of up to seventy-five percent (75%) of Executive's then current base salary, and will be based upon the "SALARY"). Thereafter, or earlier from time extent to time in which Executive and the discretion Corporation achieve individual and corporate performance objectives and criteria established by the President of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following Corporation for such reviewfiscal year.
2.2 In addition4.3 Upon execution of this Agreement, Executive shall be entitled to receive a cash an additional bonus payment in the amount of $25,000; provided, however, that such bonus will not to exceed fifty percent (50%) be deemed earned until the first anniversary of his base salary to be paid based upon performance criteria to be established Executive's employment by the Board of Directors of Employer on an annual basis (Corporation, and shall be refunded in full in the event Executive's employment is terminated by the Corporation for "INCENTIVE BONUScause" or by Executive without ")good reason".
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, 4.4 Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plansparticipate, to the extent offered by Employerhe is eligible under the terms and conditions thereof, in any bonus, pension, retirement, disability, hospitalization, insurance, medical service, or other employee benefit plan which is generally available to executive employees of the Corporation and which may be in effect from time to time during the period of his employment hereunder, including the Exec-U-Care insurance program. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan. In addition, the Corporation shall provide Executive with Four Hundred Thousand Dollars ($400,000) in additional life insurance coverage, payable to such beneficiary as Executive shall designate from time to time, in such form and manner as the Corporation and Executive shall determine as appropriate in order to minimize the income tax consequences of such coverage to Executive. If such insurance is not available at an annual premium of $3,000 or less, then the Corporation shall provide such lesser amount of insurance as is available at an annual premium of $3,000.
4.5 The Corporation will reimburse Executive for his reasonably documented moving expenses from Las Vegas, Nevada to the Chicago area, up to an aggregate of $60,000, including the real estate commissions on the sale of Executive's home in Las Vegas, and in amounts consistent with the Employermoving of Executive's policyhousehold items and two automobiles. Also, the Corporation shall reimburse Executive for other senior executive officers the cost of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums one round-trip coach airline fare for Executive's dependants four children and any addition round-trip coach airline fares for Executive's wife as are reasonably necessary for Executive's relocation. The Corporation will reimburse Executive for the amount, if any, by which the purchase price paid by Executive for Executive's home in Las Vegas (including the cost of any documented capital improvements made by Executive to such home) exceeds the sale price obtained upon the sale of Executive's home in Las Vegas to prevent Executive from suffering a loss between the price he paid for the Las Vegas home (and the cost of such capital improvements) and the sales price for the Las Vegas home, provided that such reimbursement shall not exceed $40,000. Executive shall provide the Corporation with documentation showing the purchase price he paid for his home in Las Vegas. The payments to Executive set forth in this Section 4.5 shall be paid in accordance with Employer's policy.
2.5 net of any income tax imposed upon Executive shall have the right to participate in any additional compensationas a result of such payments, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan and shall be developed in relative proportion to Executive's position with Employer.
2.6 "grossed-up" such that the net amount retained by Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday the full amount of such payments after the calculation and other paid or unpaid leaves deduction of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectany income taxes on such payments.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (WMS Industries Inc /De/)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $360,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that she is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As Company will pay the following compensation for his services to EmployerEmployee pursuant to this Agreement:
a. Beginning on the Effective Date, Employer shall Company will pay to Executive an annual base Employee salary at the rate of $150,000 (One Hundred Eighty-Five Fifty Thousand Dollars ($185,000and 00/100 United States Dollars) during per year, payable on Company’s normal payroll cycle, which salary shall be subject to required withholding and employment taxes levied by federal, state and local governments. Such salary may be adjusted from time to time by mutual agreement of the first 12-month period that parties. . Employee will have periodic performance reviews in accordance with Company’s policy at which time Employee’s compensation will be addressed. All other provisions of this Agreement will remain unchanged.
b. Employee will be granted options to purchase 200,000 (Two Hundred Thousand) shares of the Company’s common stock which options will have a per share exercise price of $0.30 and will vest ratably over the succeeding 36 months from the Effective Date. Other terms and conditions concerning the stock options will be further delineated to a stock option agreement to be drafted by the Company’s counsel.
c. Company may create and change from time to time employee handbooks and/or policy manuals and provide same to Employee. Such handbooks or policy manuals are intended to provide instruction and guidance to employees concerning operating procedures and current working policies of the Company but shall not be deemed to be and Employee understands that they are not a contract between the parties and are not part of this Agreement. The Company is free to follow or not follow procedures and policies set forth in effectthe handbooks or policy manuals depending upon the business needs and conditions as solely determined by the Company. Employee may not rely upon anything contained in such handbooks or policy manuals as requiring any specific or general action of Company.
d. The Company maintains various employee benefit plans including a medical plan The Company will permit Employee to become a participant in any medical, payable optical, dental and life insurance plan, pension plan, profit sharing plan, and/or performance award programs established by Company, provided Employee has become eligible to participate in equal semimonthly payments such plan or program according to the terms and conditions of said plan or program.
e. Employee shall be eligible for vacation, sick time, and holidays in accordance with the Employer's regular payroll policy for salaried employees (policies and practices of the "SALARY")Company. ThereafterVacation must be taken at a time convenient to Company and must be approved in advance by Company.
f. Company reserves the absolute right to make any changes in assignment, personnel, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewemployee benefits at any time.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Chapeau Inc)
Compensation and Benefits. 2.1 As compensation for his services (a) The Executive shall receive an initial payment equal to Employer$700,000 no later than March 15, Employer 2008.
(b) The Executive’s salary shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars (be $185,000) 550,000 per year during the first 12-month period that which this Agreement is in effect, payable in equal semimonthly payments or . Such salary shall be paid in accordance with the Employer's regular Corporation’s payroll policy for salaried employees practices. Such salary shall be subject to review each year by the Board and may be increased (the "SALARY"). Thereafter, or earlier from time to time but not decreased) in the discretion of the Compensation Committee Board. The Executive’s salary, as then in effect, is called the “Salary”.
(c) The independent directors of the BoardBoard shall determine performance targets and metrics for the Executive for each year during which this Agreement is in effect. The Executive will be eligible to receive a performance bonus each year. The bonus is expected to be no less than 50% and no greater than 100% of the Salary. The independent directors of the Board shall determine, but not less frequently than annuallyin their discretion, the Compensation Committee shall perform a review amount of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesbonus, if any, for each year. The Compensation Committee may, bonus will be paid in its sole discretion, increase (but not decrease) accordance with the Salary Corporation’s payroll practices no later than March 15 following such reviewthe year in respect of which the bonus is earned.
2.2 In addition, (d) The Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by reimbursement, in accordance with the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer Corporation’s expense reimbursement practices, for all reasonable and customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him the Executive in the connection with performance of his services duties and duties hereunder (includingresponsibilities; provided, without limitation, for gifts, travel that such expenses are incurred and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses reported in accordance with Employer's normal the Corporation’s expense reimbursement policypolicies and procedures. Without limiting such expenses, such expenses include expenses for reasonable and customary temporary accommodations near the Corporation’s facilities located more than 35 miles outside of New York, New York for the Executive and, if the Executive is required to work from such facilities for an extended period, the Executive’s spouse and dependents and related travel arrangements.
2.4 As long as this Agreement is in effect, (e) The Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in receive benefits under any additional compensation, benefitmedical, pension, profit sharing or other employee benefit plan or arrangement generally made available by the Corporation now or in the future to its executives and management employees (or to their family members) subject to the terms and conditions of such plans and arrangements; provided, however, that nothing herein shall obligate the Corporation to grant any stock option, restricted stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for equity incentive awards to the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 (f) The Executive shall be entitled to vacation four (but in no event less than three (34) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next each year, he shall be paid for the with carryover of unused vacation at his Salary rate then days in effectaccordance with the Corporation’s vacation policy.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services During your employment with the Company, subject to Employeryour execution of this Agreement, Employer shall pay to Executive an annual you will receive the following: • Your base salary will be paid at the rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 155,000 annually in accordance with the Employer's regular Company’s then current payroll policy for salaried employees practices (the "SALARY"“Base Salary”). Thereafter, or earlier • You will participate in all benefit plans and programs that the Company generally provides to employees in comparable positions in accordance with the terms and conditions of such benefit plans and programs as may be modified by the Company from time to time in the discretion time. Your vacation eligibility shall be four (4) weeks of paid vacation each year. • You will be eligible to participate, upon approval of the Company’s Board of Directors and its Compensation Committee Committee, for an additional grant of 75,000 shares of restricted stock of the Board, but not less frequently than annually, Company under the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary Company’s equity incentive plan to be paid based upon performance criteria to be established developed and implemented by the Board of Directors and its Compensation Committee, subject to vesting, [except as otherwise provided in Section 3], so long as you are then employed by the Company, upon the later of Employer on (i) the validation through an NI 43-101 of qualified resources (at least measured and indicated) and reserves (probable and proven), in each case including those previously validated, of the Company aggregating 3,250,000 ounces of gold equivalent and (ii) the third month of consecutive mining operations at an annual basis production rate of 20,000 ounces of gold equivalent; and all of which shall vest ("INCENTIVE BONUS"so long as you are then employed by the Company) upon a Change in Control (as defined in the agreement pursuant to which the award is granted).
2.3 Upon Executive's furnishing . Containing such other terms as the Board of Directors and the Compensation Committee determine are appropriate and set forth in the agreement pursuant to Employer customary which the restricted stock award is granted. • You will be eligible for reimbursement, in accordance with the Company’s normal expense reimbursement practices, for all ordinary, necessary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him you in the connection with performance of his services your duties; provided, that such expenses are incurred and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses reported in accordance with Employer's the Company’s normal expense reimbursement policy.
2.4 As long as this Agreement is in effectpolicies and procedures. • You will be responsible for all federal, Executive shall be entitled to participate in the medical (including hospitalization), dental, life state and disability insurance plans, local taxes attributable to the extent offered by Employercompensation and benefits set forth above, and in amounts consistent with the Employer's policy, except payroll taxes for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policywhich employers are generally responsible.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his (a) For all services to Employerrendered by Executive under this Agreement, the Employer shall pay to the Executive an annual base salary, to be determined by its Board of Directors, but in no event shall the annual salary of One Hundred Eighty-Five Thousand Dollars (be less than $185,000) during the first 12-month period that this Agreement is in effect115,200 per year, payable in equal semimonthly payments monthly installments on the first day of each month. Executive shall have the right to enter into a reasonable deferred compensation agreement and plan with the Company or the Bank, provided that the deferred compensation agreement and plan complies with applicable tax deferral regulations and that Employer is not obligated to match any Executive contributions. The Board (or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's salary if it determines in its sole discretion that an increase is appropriate.
(b) For the period beginning on the Opening Date and ending on January 31, 2002, the Employer shall pay the Executive the reduced amount of $3,600 per month (the "Salary Reduction Amount") in order to defer the Employer's organizational expenses. The remaining portion of the Executive's base salary shall accrue at the rate of $6,000 per month and shall be paid by the Employer to the Executive on the earlier of (i) the date that Executive ceases employment with the Employer, or (ii) January 31, 2002. Executive shall have the right to defer all or part of the accrued base salary in accordance with the Employer's regular payroll policy for salaried employees terms of any deferred compensation agreement and plan executed by the parties as contemplated in Section 3(a) hereof.
(the "SALARY"). Thereafter, c) On or earlier from time to time in the discretion before January 31 of the Compensation Committee of the Board, but not less frequently than annuallyeach year, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled eligible to receive a cash bonus not equaling up to exceed fifty percent 5% of the greater of (50%i) the net pretax consolidated income of his base salary to be paid based upon the Company for the preceding fiscal year (determined in accordance with generally accepted accounting principals), or (ii) the net after-tax consolidated income of the Company for the preceding fiscal year (determined in accordance with generally accepted accounting principals), if the Bank achieves certain performance criteria to be levels established by the Board of Directors of Employer on an annual basis from time to time (the "INCENTIVE BONUSBonus Plan"). On or before the beginning of each fiscal year, the Board of Directors, in consultation with the Executive, shall establish reasonable performance levels for the Bank and the specific terms of the Bonus Plan for the ensuing fiscal year.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, The Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization)Bank's long-term equity incentive program and be eligible for the grant of stock options, dentalrestricted stock, life and disability insurance plansother awards thereunder or under any similar plan adopted by the Company. As soon as an appropriate stock option plan is adopted by the Board, the Company shall grant to the extent offered Executive an option to purchase a number of shares of Common Stock equal to 5% of the number of shares sold in the offering. The award agreement for the stock option shall provide that one-third of the shares subject to the option will vest on each of the first three anniversaries of the Opening Date or such other dates as may be mutually agreeable to the parties, but only if the Executive remains employed by Employerthe Company on such date, and shall contain other customary terms and conditions. Nothing herein shall be deemed to preclude the granting to the Executive of warrants or options under a director option plan in amounts consistent with addition to the Employer's policyoptions granted hereunder.
(e) The Executive shall participate in all health, for disability, retirement, welfare and other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all benefit plans or a portion programs of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for applicable generally to employees of the benefit Employer or to a class of other employees that includes senior executive officers executives of the Employer. The Employer shall pay the premiums necessary to cover the Executive and his dependents under any group medical and hospitalization insurance policy offered by the Employer to its employees. The Executive shall also receive 20 business days of paid vacation each year.
(f) The Employer shall provide the Executive with a key man term life insurance policy providing for death benefits totaling $1,000,000, with $500,000 payable to the Employer and $500,000 payable to the Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 designated beneficiary, and the Executive shall be entitled to vacation (but cooperate with the Employer in no event less than three (3) weeks per year), holiday the securing and other paid or unpaid leaves maintenance of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one yearsuch policy. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection is taxed by state or federal authorities with commuting from Los Gatos, California respect to Employer's corporate headquarters payment of the key man life insurance policy, Executive's compensation payable hereunder shall be increased, on a tax gross-up basis, so as to reimburse the Executive for the additional tax payable by the Executive as a result of Employer's payment of the key man life insurance premiums taking into account all taxes payable by the Executive with respect to such period tax gross-up payments hereunder, so that the Executive shall be, after payment of time as mutually agreed between Executive and Employer andall taxes, in any eventthe same financial position as if no taxes with respect to the key man life insurance policy had been imposed upon him. The Employer shall also pay for an accident liability policy on the Executive totaling $1,000,000 to protect the Employer and the Executive from damages or lawsuits resulting from injuries to third parties caused by the Executive.
(g) Prior to the Opening Date, the Employer shall provide the Executive with a reasonable allowance each month for an automobile. Beginning upon the Opening Date, the Company shall provide Executive with either an automobile (at a period cost not to exceed $35,000) owned or leased by the Company of a make and model appropriate to the Executive's status, or a monthly automobile allowance not less than six to exceed $575 per month. If an automobile is provided to the Executive by the Company, such automobile shall be replaced with a new vehicle at least every two (62) months from years during the term of this Agreement. The Company shall also pay or reimburse the Executive for the reasonable expenses associated with the use of the automobile (whether such automobile is provided by the Company or by the Executive) including, but not limited to, a fuel allowance, maintenance, insurance, taxes, etc.
(h) In addition, commencing on the date of this Agreement, the Employer shall pay Executive's monthly membership dues pertaining to an area country club and an area civic club for so long as the Executive remains the President and CEO of the Employer and this Agreement remains in force.
2.8 (i) The Employer shall reimburse the Executive for reasonable travel and other business development expenses related to the Executive's duties which are incurred and accounted for in accordance with the normal practices of the Employer.
(j) Each year, the Executive may elect to enter into a deferred compensation agreement with the Employer for the following year; provided the Executive gives notice to the Employer at least 60 days prior to January 1 of the year in which Executive desires to defer all or part of his compensation. Subject to applicable statutes and regulations, the Employer will work with the Executive to determine mutually agreeable terms of the deferred compensation agreement.
(k) Each year, at the Employer's expense, the Executive shall obtain a physical examination. The scope of such physical examination shall be entitled of a type and nature similar to reimbursement for all medical examinations required of key executives in similar businesses from time to time, and shall be determined in the reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval discretion of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (First Southern Bancorp Inc /Ga/)
Compensation and Benefits. 2.1 As compensation In exchange for his services Executive’s promises and execution of those promises set forth in this Agreement, as well as the release set forth above, the Company agrees to Employer, Employer shall pay or provide to Executive the following:
(a) Until the Retirement Date, Executive shall receive his current base salary and shall continue to participate in the Company’s employee benefit plans in which he currently participates.
(b) Pursuant to the Company’s Executive Incentive Plan, and in full satisfaction of any amounts owed in connection therewith, Executive shall be eligible to receive an annual base salary incentive award that will be prorated based on Executive’s service through the Retirement Date (i.e., 6/12 months). The payment of One Hundred Eightythis pro-Five Thousand Dollars ($185,000) during rated annual incentive will be made as soon as practicable following the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with certification of the Employer's regular payroll policy for salaried employees Company’s performance by the Compensation and Stock Option Committee (the "SALARYCompensation Committee"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently later than annuallyJune 15, the Compensation Committee 2016.
(c) Executive shall perform a review be entitled to retain all stock options and restricted shares that have vested as of the date of this Agreement. All such options may be exercised according to the terms of the award agreements.
(d) All stock options and restricted stock issued to Executive that are not vested as of the date of this Agreement will be forfeited pursuant to the terms of the applicable award agreements, except that (i) the 13,000 WRLD stock options scheduled to vest on December 7, 2015 shall vest on the Retirement Date, and shall be exercisable by Executive at any time prior to the option expiration date, as a retiree who has attained at least 10 years of service with the Company and (ii) 21,000 of Executive's Salary based ’s Group B restricted shares, which represent twenty-five percent (25%) of the grant of such shares to Executive, shall vest on Executive's performance the Retirement Date. Executive agrees to hold any equity referred to in this Section 9(d) for the duration of his duties noncompetition and the Employer's other compensation policies. The Compensation Committee may, consulting obligations set forth in its sole discretion, increase (but not decrease) the Salary following such reviewSections 4 and 6 hereof.
2.2 In addition, (e) Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%his vested and accrued benefits under the Company’s pension and welfare benefit plans, including without limitation the Company’s 401(k) of his base salary to be paid based upon performance criteria to be established by plan and the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")SERP.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsf) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life exercise any conversion rights provided under and disability insurance plans, pursuant to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion terms of the premiums for Executive's dependants to be paid in accordance with Employer's policyCompany’s employee benefits plans.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k(g) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation receive reimbursement for any expenses incurred prior to the Retirement Date, in accord with the Company’s policies with respect to the same.
(but in no event less than three h) The Company will assign title to Executive's company car to Executive free and clear of all liens, deliverable on the Retirement Date;
(3i) weeks per yearExecutive’s retirement from the Company is a “qualifying event” under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall will be entitled provided an opportunity to accrue vacation time for one yearcontinue health and dental coverage through the Company’s benefit plans after his retirement, as required by and pursuant to the terms of COBRA. If he does not take Executive will receive a separate notice of his COBRA rights in order to allow him the accrued vacation during chance to decide whether to elect (and pay for) COBRA continuation coverage. The Company agrees to pay Executive the next year, he shall sum of $18,000 in lieu of Company-funded COBRA coverage. This amount will be paid for to Executive on the unused vacation at first regular payroll date following the Company’s receipt of his Salary rate then in effectCOBRA election.
2.7 (j) The Company will provide Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental on the Retirement Date the Company-owned MacBook and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between cell phone Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection is currently assigned. Consistent with his relocation obligations pursuant to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")Sections 5 and 13 hereof, Executive shall be issued an aggregate agrees to cooperate in the removal of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately Company data and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlinformation from such devices.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation (a) The Employers shall compensate and pay the Executive for his services to Employer, Employer shall pay to Executive an annual during the Term of Employment at a minimum base salary of One Hundred Eighty-Five Thousand Dollars $600,000 per year ($185,000) during the first 12-month period that this Agreement is in effect“Base Salary”), payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier which may be increased from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall amounts as may be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established determined by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon the Employers and may not be decreased without the Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive express written consent. The Executive’s Base Salary shall be reimbursed for such costs and expenses paid in periodic installments (not less than monthly) in accordance with Employer's normal expense reimbursement policythe general payroll practices of the Employers, as in effect from time-to-time.
2.4 As long as this (b) This Agreement is in effectshall have no impact on, and Executive shall continue to be entitled to all benefits set forth in, that certain Salary Continuation Agreement between Executive and the Bank dated May 17, 2006. In addition, during the Term of Employment, the Executive shall be entitled to participate in and receive the medical (including hospitalization)benefits of any pension or other retirement benefit plan, dentalprofit sharing, life stock option, employee stock ownership, or other plans, benefits and disability insurance plansprivileges given to employees and executives of the Employers, to the extent offered commensurate with Executive’s then duties and responsibilities as fixed by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers Boards of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion Directors of the premiums for Executive's dependants to be paid in accordance with Employer's policyEmployers.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k(c) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to receive all benefits and conditions of employment generally available to other executives of Employers, including, without limitation, sick leave, disability, accident, life, hospitalization, medical and dental insurance, paid holidays, and participation in any pension, profit sharing or other retirement plan pursuant to the terms of said plans
(d) Executive shall accrue paid vacation at the rate of five (but in no event less than three (35) weeks per year), holiday year and other paid or unpaid leaves sick leave at the rate of absence consistent with Employer's normal policies two hours per pay period unless extended for other senior executive officers years of Employer or service as otherwise approved governed by the BoardEmployer’s Employee Handbook. Except as stated herein, other terms and conditions of Executive’s vacation and sick pay shall be governed by Employer’s Employee Handbook, as amended from time-to-time.
(e) The Employers shall provide Executive with an automobile owned or leased by the Employers of a make and model appropriate to the Executive's status, or a monthly automobile allowance, which shall be paid no less frequently than monthly. The Employers shall provide for reasonable expenses associated with the automobile, including, but not limited to insurance, taxes, etc. The Employers shall reimburse Executive for such expenses no later than the last day of the calendar year following the calendar year in which the expense was incurred.
(f) Executive shall be entitled to accrue vacation time eligible for one year. If he does not take a discretionary performance bonus in accordance with the accrued vacation during Employers’ executive compensation plan.
(g) The Employers shall require and pay the next year, he shall be paid cost of an annual physical for the unused vacation at his Salary rate then in effectExecutive.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation During the Term of Executive's employment under this Agreement:
(a) subject to the adjustments provided for his services to Employerbelow, Employer the Company shall pay to Executive an a salary at the annual base salary rate of One Hundred Eighty-Five Eighty Thousand and No/100 Dollars ($185,000180,000.00), which salary shall be paid in installments on the Company's customary pay dates and shall be subject to all applicable withholding required by state or federal law; provided, that (i) Executive's salary shall be subject to review and adjustment during the first 12-month period that term of this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Board, but shall not be reduced prior to June 30, 2002, and (ii) the Board will review Executive's compensation at least once annually following completion of the Company's fiscal year (currently March ------------------------------------------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the Commission pursuant to Rule 406. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.83 AND 230.496 31), such review to occur no later than one hundred twenty (120) days following the completion of the fiscal year; and
(b) the Company shall provide to Executive, at the expense of the Company, such benefits as the Board or the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee mayif any, in its sole discretion, increase from time to time, determines to provide, which shall be the same benefits, including health insurance, 401(k) and disability insurance, and subject to the same terms and conditions (but not decreaseincluding without limitation eligibility requirements) as received by other senior executives of the Salary following Company; and
(c) Executive shall be eligible to receive a bonus for the Company's fiscal year ending March 31, 2002 based on the attainment of financial, operational and strategic goals as set forth on EXHIBIT B attached hereto. Executive may be eligible for such reviewother incentive compensation and bonuses in any calendar year as the Board or the Compensation Committee of the Board, if any, from time to time, determines to provide in its sole discretion; and
(d) Executive shall receive up to fifteen (15) days of vacation per calendar year, which shall accrue and accumulate in accordance with the Company's vacation policies.
2.2 (e) Executive will receive reimbursements for his reasonable living expenses incurred in connection with performance of his duties in Austin, Texas from October 1, 2001 through July 31, 2001, not to exceed a total of $5,000 per month. In addition, Executive shall be entitled to will receive a cash bonus not to exceed fifty percent (50%) loan of his base salary to be paid based upon performance criteria to be established by the Board $85,000 payable as of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (includingJuly 31, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan 2002 (the "PlanLoan"), Executive provided that one-twelfth (1/12) the total of such loan shall be issued forgiven on the last day of each month following, for so long as Executive continues to serve as a full-time employee of Xxxxxx'x, Inc. Such Loan will not bear interest and the remaining balance due on such loan shall be repayable in full upon demand by Xxxxxx'x, Inc. upon Executive's resignation as an aggregate employee of 54,000 shares of EmployerXxxxxx'x, Inc., or Executive's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the firsttermination for Cause by Xxxxxx'x, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.Inc.
Appears in 1 contract
Samples: Employment Agreement (Hoovers Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, (a) Employer shall pay to Executive an annual Employee as compensation for all services rendered by Employee a base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 300,000 per year during the first 12-month period that this Agreement is in effectInitial Term, or such other sums as the parties may mutually agree on from time to time, payable in equal semimonthly payments or in accordance with the Employer's ’s regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier practices as in effect from time to time in the discretion with respect to all office employees of the Compensation Committee of the BoardEmployer, but not no less frequently than annuallymonthly (“Base Salary”). The Board or, if the same is established, the Compensation Committee shall perform a review human resources or compensation committee of the Executive's Board (the “Compensation Committee”) shall have the right to increase Employee’s Base Salary based on Executive's performance of his duties from time to time, and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive an annual or more frequent review thereof as determined by the Board, with the first such review to occur in the first calendar quarter of Employer’s 2018 fiscal year. Such increased Base Salary then shall become Employee’s “Base Salary” for purposes of this Agreement.
(b) The Board or Compensation Committee, in its good faith discretion, reasonably exercised, may, with respect to any year during the term hereof, award an incentive opportunity bonus or bonuses to Employee; provided, however, that Employer shall annually provide Employee with a cash bonus not short-term incentive plan (the “STIP”) to exceed fifty be determined by the Board or the Compensation Committee. Employee’s target payment under the STIP (the “Target STIP”) shall be seventy-five percent (5075%) of his base salary to Base Salary, and Employee’s maximum payment under the STIP shall be paid based upon performance criteria to one hundred sixty-eight and seventy-five hundredths percent (168.75%) of Base Salary, or such other amounts as may be established approved by the Board or the Compensation Committee. The STIP shall be on the terms and conditions as determined by the Compensation Committee and established by written summary delivered to Employee no later than March 15 of Directors the applicable year(s). The compensation provided for in this Section 3(b) shall be in addition to any pension, 401(k), or profit sharing payments set aside or allocated for the benefit of Employer on an annual basis ("INCENTIVE BONUS")Employee in either a tax qualified plan or otherwise.
2.3 Upon Executive's furnishing to (c) Employer customary and shall reimburse Employee for all reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him Employee in the performance of his services and duties hereunder (includingunder this Agreement, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal ’s expense reimbursement policy; provided, however, that Employee must furnish to Employer an itemized account, in form satisfactory to Employer, in substantiation of such expenditures.
2.4 As long as this Agreement is in effect, Executive (d) Employee shall be entitled to participate in such fringe benefits including, but not limited to, life, medical, disability, and family insurance benefits as may be provided from time to time by Employer to other senior officers of Employer and on an economic basis consistent with past practices and policies of Employer.
(e) To the medical (including hospitalization), dental, life extent permitted by applicable law and disability insurance terms of the benefit plans, Employer shall include in Employee’s credited service, in any case where credited service is relevant in determining eligibility for or benefits under any employee benefits plan, Employee’s service for any parent, subsidiary or affiliate of Employer or for any entity acquired by, or other predecessor of, Employer.
(f) Employer shall provide Employee with either (i) an Employer-leased vehicle, all costs (gas, insurance, maintenance, etc.) paid, or (ii) an auto allowance and a mobile telephone allowance during the term of the Agreement, as may be provided from time to the extent offered time by Employer, Employer to other senior officers of Employer and in amounts on an economic basis consistent with the Employer's policy, for other senior executive officers past practices and policies of Employer, with premiums .
(g) The amount of expenses eligible for all such insurance reimbursement or in-kind benefits provided during a calendar year may not affect the expenses eligible for Executive reimbursement to be paid by Employer and all provided in any other calendar year. Reimbursement of eligible expenses will be made on or a portion before the last day of the premiums for Executive's dependants to be paid calendar year following the calendar year in accordance with Employer's policy.
2.5 Executive shall have which the expense was incurred and the right to participate in any additional compensation, reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $385,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $375,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, (a) The Employer shall pay to the Executive an a rate of annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 425,000.00 which shall be paid in accordance with the Employer's regular ’s standard payroll policy for salaried employees (procedures, which shall be no less frequently than monthly. The Employer shall have the "SALARY"). Thereafter, or earlier right to increase this salary from time to time in accordance with the discretion salary payment practices of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee Employer. The Board shall perform a review of the Executive's Salary based on ’s salary at least annually and may increase the Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, ’s base salary if it determines in its sole discretion, discretion that an increase (but not decrease) the Salary following such reviewis appropriate.
2.2 In addition, (b) The Executive shall participate in the Employer’s long-term equity incentive program and be entitled eligible for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Company. Any options or similar awards shall be issued to receive a cash bonus Executive at an exercise price of not less than the stock’s current fair market value as of the date of grant, and the number of shares subject to exceed fifty percent (50%) such grant shall be set forth on the date of his base salary grant. The Executive shall continue to be paid based upon performance criteria eligible for and participate in a Salary Continuation Agreement as previously entered into and as amended from time to be established time.
(c) The Executive shall participate in all retirement, health, welfare, insurance, and other benefit plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer.
(d) The Employer shall require and pay the cost of an annual physical for the Executive, and the Executive hereby authorizes the examining physician and other relevant persons and entities to release the results of that annual physical to the Employer (and the Executive will execute one or more separate release authorizations if and as requested by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS"Employer).
2.3 Upon Executive's furnishing (e) The Employer shall pay the dues pertaining to an area country club mutually acceptable to the parties and shall designate the Executive as the authorized user of such membership for so long as the Executive remains the President or Chief Executive Officer of the Bank and this Agreement remains in force.
(f) The Employer customary and shall reimburse the Executive for reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment other expenses, including cell phone expenses related to the Executive’s duties, which are incurred and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed accounted for such costs and expenses in accordance with the normal practices of the Employer's normal expense reimbursement policy. The Employer shall reimburse the Executive for such expenses within sixty days of Executive’s notice to Employer of such expense.
2.4 As long as this Agreement is (g) The Employer shall provide the Executive with annual paid time off, which includes sick leave, in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent accordance with the Employer's ’s benefit policy as in effect from time to time, and which shall be taken in accordance with any banking rules or regulations governing paid time off leave. Except as allowed in accordance with the Employer’s benefit policy, paid time off days may not be carried forward into following calendar years, and any payments made by the Employer to the Executive as compensation for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to time off days shall be paid in accordance with the Employer's policy’s standard payroll procedures, which shall be no less frequently than monthly.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k(h) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 The Executive shall be entitled eligible to vacation (but in no event less than three (3) weeks per year)receive cash bonuses based on the Executive’s achievement of specified goals and criteria. These goals and criteria may include both annual and long-term goals, holiday may provide for vesting over a specified time period, and other paid or unpaid leaves shall be established annually by the Human Resources Committee of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive Unless otherwise set forth in a bonus plan that complies with Section 409A, any bonus payment made pursuant to this Section 3(h) shall be entitled to accrue vacation time for one year. If he does made in a lump sum not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less later than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each March 15 of the first, second, third and fourth anniversaries year after the end of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing year for accelerated vesting in a Change in Controlwhich the bonus was earned by the Executive.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services The Employee shall be entitled to Employer, Employer the following benefits:
(a) The Company shall pay to Executive an annual base the Employee, and the Employee hereby accepts, a salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY")“Base Salary”) at the rate of U.S.$210,000 per annum. Thereafter, or earlier The Employee’s salary may be increased from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company during the term of the Agreement and, upon any increase; such increased salary shall then become the Base Salary. The Base Salary shall be payable in equal bi-monthly installments in arrears.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsb) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive The Employee shall be entitled to participate in the Company’s Amended and Restated Stock Option Plan and in any successor option plan. Subject to the approval of the Board of Directors, the number of options to be granted shall be 200,000. The value of each option shall be determined using a Black Scholes valuation.
(c) The Employee shall be entitled to participate in the Company’s Executive Management Performance Bonus Plan and in any successor bonus plan. The target bonus level shall be 40% of Base Salary but this may vary between 0% and 80% depending on results and performance.
(d) The Company shall reimburse the Employee for all reasonable and documented travel, entertainment and other business expenses actually and properly incurred by him in connection to his duties hereunder. The Employee shall render expense accounts requesting reimbursements of his expenses hereunder within a reasonable period of time following such expense and in accordance with such documentation and verification as the President and Chief Executive Officer of the Company may from time to time require.
(e) The Employee shall be entitled to participate in such of the Company’s benefit and deferred compensation plans as are from time to time available to executive officers of the Company, including medical (including hospitalization), dentaland dental health plans, life and disability insurance plans, supplemental retirement programs and other fringe benefit plans (provided, however, that the Employee’s benefits may be modified or the Employee may be denied participation in any such plan because of a condition or restriction imposed by law or regulation or third-party insurer or other provider relating to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policyparticipation.
2.5 Executive (f) The Employee shall have the right be entitled to participate in any additional compensationand all applicable group savings or retirement plans, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement fringe benefits of Employer now or hereafter existing for the benefit of other senior Company as established by the Company from time to time in which executive officers of Employer. Executive's participation in Employer's stock option plan are eligible to participate, provided that the Employee shall be developed in relative proportion to Executive's position with Employerhave fulfilled all eligibility requirements for such benefits.
2.6 Executive (g) The Employee shall be entitled to four weeks of paid vacation (but in no event less than three (3) weeks per year), holiday during each year of employment hereunder at such time or times as may be selected by the Employee and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the BoardPresident and Chief Executive Officer, and as are in accordance with the Company’s policies and reasonable operating requirements. Executive The Employee shall be entitled to accrue vacation time for one year. If he does not take all public holidays observed by the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's Golden Star corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant office to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each maximum of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlten (10) days per annum.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 245,000 during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's ’s regular payroll policy for salaried employees (the "SALARY"“Salary”). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's ’s Salary based on Executive's ’s performance of his duties and the Employer's ’s other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty forty percent (5040%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS"“Incentive Bonus”).
2.3 Upon Executive's ’s furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's ’s normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's ’s policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's ’s dependants to be paid in accordance with Employer's ’s policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's ’s participation in Employer's ’s stock option plan shall be developed in relative proportion to Executive's ’s position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three five (35) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's ’s normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from On the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")Effective Date, Executive shall be issued options to purchase an aggregate of 54,000 200,000 shares of Employer's ’s common stock pursuant to a restricted stock or restricted stock unit award under the Plan that an Employer’s 2007 Share Incentive Plan. The options will vest as follows: (i) options to 13,500 purchase 66,666 shares immediately and as to an additional 10,125 shares shall vest on each the first anniversary of the first, second, third and fourth anniversaries Effective Date; (ii) options to purchase 66,666 shares will vest on the second anniversary of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlEffective Date; and (iii) 66,668 shares will vest on the third anniversary of the Effective Date.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $785,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than eighty percent (80%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement, and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(i) During the first period that includes or follows the Effective Date during which an “insider” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, is permitted to trade in Company stock, the Employee will be granted an award of restricted stock units (“RSUs”) pursuant to the terms of this subsection 4(c), and otherwise in the form of, and subject to such terms and conditions contained in, the form of Restricted Stock Unit Award agreement that has been approved by the Compensation Committee of the Board as of such date; provided, however, that if the Employee has not been continuously employed by the Company from the Effective Date until such date of grant, then no such grant will be made.
(ii) In addition, during each subsequent calendar year that falls within the Term, the Employee will be entitled to receive an RSU award on the date that the Compensation Committee generally makes equity awards to Company executives under the Company’s long-term grant program in effect at such time; provided that (A) to be entitled to such award, the Employee must have been continuously employed by the Company from the Effective Date until such date of grant, and (B) the Employee will be entitled to only one such RSU award in any calendar year. ThereafterThis annual award is intended to be in addition to, and not in lieu of the annual equity award that the Employee would otherwise be entitled to receive under the Company’s long-term grant program, as in effect from time to time.
(iii) The number of RSUs granted under each award described under this subsection 4(c), will be equal to $150,000 divided by the per share planning value in effect for the equity grants generally made on that date to Company executives (and with respect to the 2012 grant, the planning value in effect for the March 2012 executive equity grants), in each case, rounded to the nearest whole number.
(iv) Notwithstanding the foregoing, it is the intention of the parties hereto that the Employee be entitled to no more than five RSU awards pursuant to this subsection 4(c) and the obligations to make RSU grants to the Employee under this subsection 4(c) will terminate as of the earlier of the Termination Date and the date five RSU awards have been made hereunder.
(d) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or earlier benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. The Employee acknowledges that he is aware of the effect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(e) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 For all services rendered by Executive pursuant to this Agreement, EuroGas shall compensate Executive as follows:
(a) As annual compensation for his Executive's services hereunder, in accordance with its normal payroll practices, EuroGas agrees to Employer, Employer shall pay to Executive an annual during the Employment Period a base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectUS$400,000 per annum, payable in equal semimonthly payments semi-monthly installments, with any annual increase (should there be one), as shall be determined in the sole discretion of the Board of Directors of EuroGas or the designated compensation committee thereof, taking into consideration the performance of EuroGas and its subsidiaries, and the contribution of Executive to such performance, and such other factors as the Board of Directors or the designated compensation committee thereof may deem appropriate. In addition, the rate of salary may be further or otherwise increased at any time and in such amount as the Board of Directors or the designated compensation committee thereof may determine appropriate. In no event may the base salary of the Executive be decreased at any time during the Employment Period without the prior written consent of the Executive.
(b) EuroGas may provide to Executive such money bonuses and additional grants of stock options as shall be determined appropriate in the sole discretion of the Board of Directors or the designated compensation committee thereof, taking into consideration the performance of EuroGas and its subsidiaries, and the contribution of Executive to such performance, or such other factors as the Board or the designated compensation committee thereof may deem appropriate.
(c) Upon the execution hereof, EuroGas shall grant to Executive an option to acquire 1,000,000 shares of common stock of EuroGas at a per share exercise price of fair market value on the date of grant at any time prior to ten years from date of grant. Such option shall vest and Executive shall have the right to exercise the full amount of such option beginning January 1, 2000 (the "Vesting Date"). No later than the Vesting Date all shares of common stock issuable upon the exercise of the option shall be registered by an effective registration statement on Form S-8 kept current by EuroGas until at least three months after such time as the options are no longer exercisable or have all been exercised. The option granted to the Executive shall not be subject to forfeiture except as expressly provided herein. Executive and EuroGas shall enter into a mutually acceptable stock option agreement containing the foregoing provisions among others within a reasonable period after the execution of this Agreement.
(d) Executive shall receive a housing allowance or housing reasonably acceptable to Executive. In either case, housing shall be in the form of a furnished rental apartment in an area of London, England reasonably acceptable to Executive and the Company. If Executive receives a housing allowance, it shall be in an amount not less than US$1,750.00 per week (the "Housing Allowance"). Executive shall also receive an allowance for commodities and services in an amount not less than US$600.00 per week (the "Commodities and Services Allowance"). With respect to the Commodities and Services Allowance and the Housing Allowance, Executive shall also receive a tax make up from the Company such that Executive will receive the Commodities and Services Allowance and the Housing Allowance net (or value of the housing supplied by the Company, if such be the case) of all taxes due on such amounts.
(e) EuroGas shall include Executive as a participant in any stock option or benefit plans hereinafter adopted, including but not limited to, incentive stock option plans, director stock option plans, or 401k retirement plans in accordance with the Employer's regular payroll policy most favorable plans, practices, programs, and policies of EuroGas in effect for salaried employees similarly situated executives. However, EuroGas shall not be required to adopt any such plans.
(the "SALARY"). Thereafterf) EuroGas shall provide to Executive in London, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the England suitable executive offices and facilities appropriate for Executive's Salary based on position and suitable for the performance of Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewresponsibilities.
2.2 In addition, (g) Executive shall be entitled to receive a cash bonus vacation of at least four weeks in any calendar year or such greater period of time as may be mutually agreed by EuroGas and the Executive. Vacations shall be taken by Executive at any time and with starting and ending dates mutually convenient to EuroGas and Executive. Vacations or portions of vacations not used in one employment year shall carry over to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")succeeding employment year, but shall thereafter expire if not used within such succeeding year.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsh) evidencing costs and EuroGas shall reimburse Executive for all proper expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policyhereunder.
2.4 As long as this Agreement is in effect(i) The Company shall pay Executive's relocation expenses from the United States to London.
(j) To the extent EuroGas has such plans, Executive practices, programs and policies, EuroGas shall be entitled to participate in the medical (including hospitalization)provide Executive, dentalat EuroGas' expense, with life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid policies in accordance with Employer's policy.
2.5 the most favorable plans, practices, programs, and policies of EuroGas in effect for similarly situated executives. To the extent EuroGas has such plans, practices, programs and policies, EuroGas shall further provide to Executive incentive, retirement, pension, profit sharing, stock option, or other employee benefit plans which are consistent with and similar to such plans provided by EuroGas to its executive employees generally in accordance with the most favorable plans, practices, programs, and policies of EuroGas in effect for similarly situated executives. Executive shall also have the right to participate in any additional compensationother employee benefit programs provided by the EuroGas Group in accordance with the most favorable plans, benefitpractices, pensionprograms, stock option, stock purchase, 401(kand policies of EuroGas in effect for similarly situated executives.
(k) or other plan or arrangement EuroGas shall make available to Executive the services of Employer now or hereafter existing for the benefit Ernst & Young to assist Executive in his tax return preparation in light of other senior executive officers of Employer. Executive's participation in Employer's stock option plan status as an expatriate. Any cost shall be developed borne by the Company.
(l) EuroGas shall make low-cost loans to Executive to make purchases of the stock of the Company in relative proportion a principal amount to be determined at a later date and mutually agreed, which shall be repaid on terms reasonably acceptable to Executive and mutually agreeable to Executive and the Company agreed upon at the time any such loans are made.
(m) EuroGas shall assume and pay reasonable dues of Executive in local, state, and national societies and associations, and in such other clubs and organizations, as shall be approved and authorized by the board of directors of EuroGas.
(n) EuroGas shall withhold from Executive's position with Employercompensation hereunder all proper federal and state payroll taxes and income taxes on compensation paid to Executive and shall provide an accounting to Executive for such amounts withheld.
2.6 (o) EuroGas shall reimburse Executive shall be entitled to vacation (but for legal expenses incurred by him in no event less than three (3) weeks per year), holiday the preparation and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date negotiation of this Agreement.
2.8 (p) The Company will reimburse Executive shall be entitled to reimbursement (with an amount net of U.S. taxes) for all reasonable relocation costs in connection with his relocation foreign taxes to the city where Employerextent such taxes exceed Executive's corporate headquarters are locatedU.S. taxes.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As Company will pay the following compensation for his services to EmployerEmployee pursuant to this Agreement:
a. Beginning on the Effective Date, Employer shall Company will pay to Executive an annual base Employee salary at the rate of $140,000 (One Hundred Eighty-Five Thousand Dollars ($185,000and Xxxxx Xxxxxxxx xxx 00/000 Xxxxxx Xxxxxx Dollars) during per year, payable on Company’s normal payroll cycle, which salary shall be subject to required withholding and employment taxes levied by federal, state and local governments. Such salary may be adjusted from time to time by mutual agreement of the first 12-month period that parties. Employee will have periodic performance reviews in accordance with Company’s policy at which time Employee’s compensation will be addressed. All other provisions of this Agreement will remain unchanged.
b. Employee will be granted options to purchase 500,000 (Five Hundred Thousand) shares of the Company’s common stock which options will have a per share exercise price of $0.30 and will vest ratably over the succeeding 36 months from the Effective Date. Other terms and conditions concerning the stock options will be further delineated to a stock option agreement to be drafted by the Company’s counsel.
c. Company may create and change from time to time employee handbooks and/or policy manuals and provide same to Employee. Such handbooks or policy manuals are intended to provide instruction and guidance to employees concerning operating procedures and current working policies of the Company but shall not be deemed to be and Employee understands that they are not a contract between the parties and are not part of this Agreement. The Company is free to follow or not follow procedures and policies set forth in effectthe handbooks or policy manuals depending upon the business needs and conditions as solely determined by the Company. Employee may not rely upon anything contained in such handbooks or policy manuals as requiring any specific or general action of Company.
d. The Company maintains various employee benefit plans including a medical plan. The Company will permit Employee to become a participant in any medical, payable optical, dental and life insurance plan, pension plan, profit sharing plan, and/or performance award programs established by Company, provided Employee has become eligible to participate in equal semimonthly payments such plan or program according to the terms and conditions of said plan or program. Employee shall be eligible for vacation, sick time, and holidays in accordance with the Employer's regular payroll policy for salaried employees (policies and practices of the "SALARY")Company. ThereafterVacation must be taken at a time convenient to Company and must be approved in advance by Company.
e. Company reserves the absolute right to make any changes in assignment, personnel, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewemployee benefits at any time.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Chapeau Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer a. The Company shall pay to the Executive an annual base a salary at a rate of One Hundred Eighty-Five Thousand Dollars (not less than $185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 62,000 per annum in accordance with the Employersalary payment practices of the Company. The Board (or an appropriate committee of the Board) shall review the Executive's regular payroll policy salary at least annually (on October 15, 1996, for salaried employees the first review) and may increase the Executive's base salary if it 2 determines in its sole discretion that an increase is appropriate. The Company shall also pay to the Executive same amount of directors' fees, if any, that are paid to any of the directors.
b. The Executive shall participate in a management incentive program and shall be eligible to receive quarterly bonus payments based upon achievement of targeted levels of performance and such other criteria as the Board (or an appropriate committee of the "SALARY"). Thereafter, or earlier Board) shall establish from time to time in the discretion pursuant to that program. Within twelve months of the Compensation Committee date hereof, the Board shall establish such targeted goals. Prior to that time, the determination of any bonus amount shall be within the Board's discretion, but not less frequently than annuallyexcept that if no targeted goals and bonus amount have been set within this twelve month period, the Compensation Committee annual bonus shall perform a review be designated as 100% of the Executive's Salary based on annual base salary then in effect, and this amount shall apply for all purposes of this Agreement until the Board sets such target goals and a bonus amount. In addition, the Board shall annually consider the Executive's performance and determine if any additional bonus is appropriate.
c. The Company anticipates adopting a stock option plan and, when it does, the Executive shall participate in the plan and be eligible for the grant of his duties stock options, restricted stock and other awards thereunder.
d. The Executive shall participate in all retirement, welfare, deferred compensation, life and health insurance, and other benefit plans or programs of the EmployerCompany now or hereafter applicable to the Executive or applicable generally to employees of the Company or to a class of employees that includes senior executives of the Company; provided, however, that during any period during the Term that the Executive is subject to a Disability, and during the 365-day period of physical or mental infirmity leading up to the Executive's other Disability, the amount of the Executive's compensation policiesprovided under this Section 3 shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Company or any of its subsidiaries.
e. The Executive currently leases a 1996 Jeep Grand Cherokee pursuant to a twenty-four month lease with World Omni Limited (a copy of which is attached). The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Company shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing pay all costs and expenses incurred by him in pursuant to this lease, including the performance of his services and duties hereunder monthly lease payment (including, without limitation, for gifts, travel and entertainment and cellular telephone expenseswhich shall not exceed $375.00) and containing sufficient information to establish all excess mileage penalties. After the amount, date, place and essential character termination of the expenditurelease, Executive the Company shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, provide to the extent offered Executive an automobile owned or leased by Employer, the Company of a make and in amounts consistent with model appropriate to the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive status. The Company shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved also reimburse all reasonable expenses incurred by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatosthe operation and maintenance of the automobile, California to Employerincluding for gasoline, insurance, tires and similar items.
f. The Company shall reimburse the Executive's corporate headquarters reasonable expenses for such period dues and capital assessments for country and dining club memberships currently held by the Executive; provided, however, that if the Executive during the term of time as mutually agreed between Executive and Employer and, his employment with the Company ceases his membership in any eventsuch clubs and any bonds or other capital payments made by the Company are repaid to the Executive, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation pay over such payments to the city where Employer's corporate headquarters are locatedCompany.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As 4.1 The Corporation shall pay to Executive as compensation for his services to Employer, Employer shall pay to Executive an annual and agreements hereunder a base salary at the rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during 250,000 per annum, or such greater amount as the first 12-month period that this Agreement is in effect, Board of Directors of the Corporation shall from time to time determine. Base salary shall be payable in equal semimonthly payments or installments in accordance with the EmployerCorporation's regular normal payroll policy policy, subject to payroll taxes and withholding requirements.
4.2 The Corporation will establish a discretionary performance bonus program for salaried employees (Executive with respect to each fiscal year during the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesTerm. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall performance bonus will be entitled an amount of up to receive a cash bonus not to exceed fifty percent (50%) of his Executive's then current base salary to salary, and will be paid based upon the extent to which Executive and the Corporation achieve individual and corporate performance objectives and criteria to be established by the Board President of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Corporation for such fiscal year.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, 4.3 Executive shall be entitled to participate receive an additional bonus payment in the medical amount of $125,000 in the event (including hospitalization)a) Executive remains employed by the Corporation through October 30, dental2000, life and disability insurance plans, in which case such bonus shall be payable on such date; or (b) the employment of Executive is terminated by the Corporation prior to such date other than for "cause" or by Executive for "good reason," in which case such bonus shall be payable on the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers date of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion termination of the premiums for Executive's dependants to be paid in accordance with Employer's policyemployment.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 4.4 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year)participate, holiday to the extent he is eligible under the terms and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer andconditions thereof, in any eventbonus, for a pension, retirement, disability, hospitalization, insurance, medical service, or other employee benefit plan which is generally available to executive employees of the Corporation and which may be in effect from time to time during the period of not less than six his employment hereunder, including the Exec-U-Care insurance program. The Corporation shall be under no obligation to institute or continue the existence of any such employee benefit plan. In addition, the Corporation shall provide Executive with Four Hundred Thousand Dollars (6$400,000) months from the date of this Agreement.
2.8 in additional life insurance coverage, payable to such beneficiary as Executive shall be entitled designate from time to reimbursement for all reasonable relocation costs time, in connection with his relocation to such form and manner as the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Corporation and Executive shall be issued determine as appropriate in order to minimize the income tax consequences of such coverage to Executive. If such insurance is not available at an aggregate annual premium of 54,000 shares $3,000 or less, then the Corporation shall provide such lesser amount of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest insurance as to 13,500 shares immediately and as to is available at an additional 10,125 shares on each annual premium of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control$3,000.
Appears in 1 contract
Samples: Executive Employment Agreement (WMS Industries Inc /De/)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to Executive an annual base the Employee a salary at a rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 95,000 per annum in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion salary payment practices of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesCompany. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on Company or the President and Chief Operating Officer of Parent may increase the Employee's base salary if they determine in their sole discretion that an annual basis ("INCENTIVE BONUS")increase is appropriate.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsb) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive The Employee shall be entitled to participate in the medical (including hospitalization), dentalall retirement, life and disability insurance planshealth insurance, disability, option plans and other similar benefit plans or programs of the Parent now or hereafter available to the extent offered by EmployerEmployee or available generally to officers of the Parent in comparable senior management positions; provided, however, that during any period during the Term that the Employee is disabled, and in amounts consistent with during the Employer120-day period of physical or mental infirmity leading up to the Employee's policyDisability, the amount of the Employee's compensation provided under this Section 1.4 shall be reduced by the sum of the amounts, if any, paid to the Employee for the same period under any disability benefit or pension plan of the Company, Parent or any of their subsidiaries.
(c) The Employee shall be eligible to receive bonus payments (not more than once annually) based upon achievement of targeted levels of performance and such other senior executive officers criteria as the President and Chief Operating Officer of EmployerParent shall determine from time to time, with premiums such bonus not to exceed 20% of Employee's annual base salary. The determination of any bonus amount shall be within the good faith discretion of the President and the Chief Operating Officer of Parent. In addition, the Employee shall receive an annual performance review from the President and Chief Operating Officer of the Parent or his designee.
(d) The Company shall reimburse the Employee for all such insurance reasonable ordinary and necessary travel, seminar and other expenses related to the Employee's duties which are incurred and accounted for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policythe reimbursement practices of the Company.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k(e) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive Employee shall be entitled to vacation four (but in no event less than three (34) weeks per year), holiday and other paid or unpaid leaves vacation annually during the Term of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved employment by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectCompany hereunder.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Management Stockholder Employment Agreement (Towne Services Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base Your salary of One Hundred Eighty-Five Thousand Dollars will be $650,000 per year ($185,000) 54,166.67 monthly), less applicable payroll deductions and withholdings, during the first 12Term of Employment. You will be paid semi-month period that this Agreement is in effectmonthly, payable in equal semimonthly payments or in accordance with the Employer's regular Company’s compensation practices for other employees in place at the time. Your base salary shall serve as full compensation for your services to the Company during the Term of Employment. Without limiting the foregoing, you will remain a director on the Board during the Term of Employment, but, in accordance with the Company’s policies, will not be entitled to any director fees or additional compensation for your role as a director. In addition, you will be eligible for an annual bonus, targeted at 60% of your base salary, subject to applicable payroll policy deductions and withholdings (“Bonus”). Whether you receive this Bonus, and the amount of any such Bonus, will be determined by the Company in its sole discretion based upon your performance, the Company’s performance, and such other criteria that the Board (or committee thereof) deems relevant in its sole discretion and will be prorated for salaried employees any partial year during which you are employed (determined by multiplying the amount of such Bonus that would be due for the full year by a fraction, the numerator of which is the number of days during the year of termination that you are employed by the Company and the denominator of which is 365). Except as provided below, any Bonus shall be paid within thirty (30) days after the Company’s determination that a Bonus shall be awarded or, if later, at the same time bonuses for such year are paid to other senior executives of the Company. The Bonus associated with your Prior Agreement will be determined by the Board in accordance with the terms of the Prior Agreement, pro rated based on the number of days during calendar year 2023 that you are employed by the Company under the Prior Agreement, and paid within thirty (30) days of the Effective Date (the "SALARY"“Interim CEO Bonus”). ThereafterThe remainder of your Bonus for 2023 will be determined separately by the Board and pro rated based on the number of days during calendar year 2023 that you are employed by the Company under this Agreement and paid at the same time bonuses for 2023 are paid to other senior executives of the Company. Notwithstanding the foregoing, in no event will the Bonus be paid later than March 15 of the year following the year to which the Bonus relates. To be eligible for a Bonus (other than with respect to the Interim CEO Bonus), you must remain employed by the Company as of the date on which the applicable Bonus is paid or, with respect to the remaining Bonus associated with the Company’s 2023 year only, have been terminated by the Company without Cause, or earlier have resigned your employment for Good Reason. If you are terminated or resign in 2023 under any of the circumstances described in the immediately preceding sentence, your Bonus for 2023 will be calculated based on your pro-rata target bonus and paid within thirty (30) days of the date of termination of your employment. You will not be eligible for a Bonus if there exists a basis (as determined by the Board in its reasonable judgment) to terminate your employment for Cause as of the date the Bonus is awarded or paid. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and, without additional compensation, for such extended hours or additional time as appropriate to manage your responsibilities. During your employment, you will be entitled to participate in such benefit plans or programs of the Company, if any, as may be made available from time to time by the Company to its employees generally, subject to the terms of any applicable benefit plan or program documents. Standard Company benefits currently include: medical insurance, paid time off (PTO), 401(k), Employee Stock Purchase Plan (ESPP), and holidays. Details about these benefits are provided in the Employee Handbook, Summary Plan Descriptions, and other benefit plan or program documents, which are available for your review. Eiger may change your compensation and benefits from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) . The Board has previously granted you options to purchase shares of the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary Company’s Common Stock and restricted stock units. These equity awards will continue to be paid based upon performance criteria governed by the terms of the applicable equity plans and award agreements. The Company will grant you nonstatutory stock options to purchase up to 750,000 shares of the Company’s common stock pursuant to and in accordance with the Company’s Amended and Restated 2013 Equity Incentive Plan and the applicable award agreement containing the terms and conditions of the grant (the “Additional Grant”). The exercise price per share of the Additional Grant will be established the fair market value as determined by the Board as of Directors the date of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such grant. Provided that you remain employed by the Company in good standing as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, each vesting date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, shares subject to the extent offered by Employer, and Additional Grant will vest in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months 48 equal monthly installments measured from the date of this Agreement.
2.8 Executive shall grant, and will be entitled to reimbursement for all reasonable relocation costs in connection with his relocation subject to the city where Employer's corporate headquarters are locatedacceleration provisions described below in the section titled “Payments upon Termination.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.”
Appears in 1 contract
Samples: Employment Agreement (Eiger BioPharmaceuticals, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall (a) The Company will pay to Executive you an initial salary of $400,000 per annum (which as increased from time to time, is referred to as the “Base Salary"). The Base Salary will be payable in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed annually.
(b) You will be eligible to participate in an annual base salary Bonus Plan of One Hundred Eighty-Five Thousand Dollars the Company for each calendar year of your employment with the Company. Such Bonus Plan will be subject to revision by Company management and the Board for each subsequent calendar year.
(c) The Company shall provide you with an automobile allowance in the amount of $185,000750 per month.
(d) You may take four (4) weeks of vacation in each calendar year during the Term at such times as shall be mutually convenient to you and the Company. Your vacation will be prorated for each partial calendar year during the Term.
(e) You may participate in all retirement plans, life, medical/dental insurance plans and disability insurance plans of the Company, to the extent that you qualify under the eligibility requirements of each plan or program.
(f) On the Effective Date, subject to your execution and delivery to the Company of a Joinder Agreement in the form attached as Exhibit 1 hereto in which you agree to be bound by all of the terms and conditions of the Limited Liability Company Agreement of the Company (a true and correct copy of which is appended to the Joinder Agreement attached as Exhibit 1, and which is hereinafter referred to as the “LLC Agreement"), you will receive Profits Interests, allocated among Tier One, Tier Two and Tier Three, all as described in the LLC Agreement.1 On the Effective Date, you shall become vested with respect to one-third of each of your Tier One, Tier Two and Tier Three Profits Interests. Provided that you are still employed by the Company under this letter agreement at such time, you shall become vested with respect to an additional one-third of each of your Tier One, Tier Two and Tier Three Profits Interests on the first anniversary of the Effective Date. Provided that you are still employed by the Company 1 Representing 5.0% of the Company’s total Profits Interests as specified in the LLC Agreement (representing the right to receive 1.5% of the distributions by the Company beyond certain thresholds, all as described in the LLC Agreement). under this letter agreement at such time, you shall become vested with respect to the final one-third of each of your Tier One, Tier Two and Tier Three Profits Interests on the second anniversary of the Effective Date. Notwithstanding the foregoing, you shall become fully vested in all of such entire Profits Interests upon (1) a Change of Control of the Company, (2) your death, (3) the termination of your employment hereunder because of your Disability, (4) the termination of your employment hereunder by the Company without Cause or (5) the termination of your employment hereunder by you for Good Reason. Upon the termination of your employment under this letter agreement (other than after a Change of Control or on account of the reasons specified in clauses (2) through (5) above), any portion of your Profits Interests that has not previously vested shall be deemed cancelled and of no further force or effect.
(g) The Company agrees that it and its affiliates will conduct “Seller Restricted Activities” (as such term is defined in the Asset Purchase Agreement dated May 9, 2005 between the Company and UMG Manufacturing & Logistics, Inc. and Universal Music & Video Distribution Corp.) only through the Company and its subsidiaries or other entities in which you are granted Profits Interests equivalent to the Profits Interest granted to you hereunder and under the LLC Agreement.
(h) In the event that your employment is terminated by the Company without Cause or by you for Good Reason (a “Triggering Termination”) within the first 24 months of your Initial Term, the Company will, in full settlement and satisfaction of all claims for Base Salary or Bonus compensation hereunder, pay you (1) your then-current Base Salary at the time of such Triggering Termination for a period of 12 months (2) a prorated amount of your bonus payable under the Bonus Plan for the then-current fiscal year. Such total amount payable to you as set forth in this subsection (h) (1) or (2) above will be paid in equal bi-weekly installments over the 12-month period after termination. In the event that a Triggering Termination occurs at any time after the first 24 months of your Initial Term and prior to the expiration of the Initial Term, the Company will, in full settlement and satisfaction of all claims for Base Salary or Bonus compensation hereunder, pay you (A) your then-current Base Salary at the time of such Triggering Termination through the end of the Initial term (B) a prorated amount of your bonus payable under the Bonus Plan for the then-current fiscal year. Such total amount payable to you as set forth in this Agreement is in effect, payable subsection (h) (A) or (B) above will be paid in equal semimonthly payments or bi-weekly installments over the period remaining in accordance with the Employer's regular payroll policy for salaried employees Initial Term after termination. Except as specifically set forth in this Section 3 (the "SALARY"). Thereafterh) above, or earlier from any future payments due under the LLC Agreement for any Profits Interests that are fully vested and nonforfeitable at the time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annuallytermination, the Compensation Committee Company shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's have no other compensation policies. The Compensation Committee mayor further obligation to pay any severance or other post-termination to Employee, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved that your employment is terminated by the BoardCompany for Cause or by you without Good Reason. Executive shall be entitled In addition, upon the occurrence of a Triggering Termination, the Company will provide medical benefits to accrue vacation time you (and your dependents) for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six twelve (612) months from the date of this Agreement.
2.8 Executive the Triggering Termination, or until the end of your Initial Term, whichever ends soonest, at the same level of coverage as such benefits are provided to active employees of the Company. Your right to continue medical coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) shall be entitled to reimbursement for all reasonable relocation costs begin at the expiration of the 12-month period described in connection with his relocation subsection (h) (1) above in the case of a Triggering Termination within the first 24 months of your Initial Term, or shall begin at the expiration of the Initial Term in the case of a Triggering Termination after the first 24 months of your Initial Term and prior to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each expiration of the firstInitial Term. Termination of your employment for Disability shall not qualify you for benefits under this Paragraph 3(h). As used in this letter agreement, second, third and fourth anniversaries of the initial grant. The Plan following terms shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.have the following meanings:
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual 2.1. Employee's base salary of One Hundred Eighty-Five Thousand Dollars (shall not be less than $185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 350,000 per annum which shall be paid in accordance with the Employer's regular standard payroll policy practice for salaried employees (the "SALARY")its executives. Thereafter, or earlier Employee's base salary may thereafter be increased from time to time with the approval of the Compensation Committee of Halliburton's Board of Directors (the "Compensation Committee") or its delegate, as applicable. Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Employee.
2.2. During the Term, Employee shall participate in the Halliburton Annual Performance Pay Plan, or any successor annual incentive plan approved by the Compensation Committee; provided, however, that all determinations relating to Employee's participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee's level of participation and payout opportunity, shall be made in the sole discretion of the person or committee to whom such authority has been granted pursuant to such plan's terms.
2.3. On the Effective Date, Employer shall grant to Employee under the Halliburton Company 1993 Stock and Incentive Plan, or its successor plan (the "1993 Plan") a non-qualified stock option to purchase up to 20,000 shares of Employer's common stock at an exercise price equal to the closing price of Employer's common stock on the Effective Date. The other terms and conditions of such option are set forth in Exhibit A attached hereto, and forming a part of this Agreement.
2.4. On the Effective Date, Employer shall grant to Employee under the 1993 Plan 10,000 shares of Employer's common stock subject to restrictions and other terms and conditions set forth in Exhibit B attached hereto, and forming as part of, this Agreement.
2.5. During the Term, Employee shall participate in the Performance Unit Program under the 1993 Plan, or any successor long-term incentive compensation plan, in accordance with such Program's terms; provided, however, that all determinations relating to Employee's participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee's level of participation and payout opportunity, shall be made in the sole discretion of the person or committee to whom such authority has been granted under such program's terms.
2.6. During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; including, but not limited to, travel, entertainment, subscriptions and dues associated with Employee's membership in professional, business and civic organizations; provided that such expenses are incurred and accounted for in accordance with Employer's applicable policies and procedures.
2.7. While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other executive employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer to all or substantially all of Employer's similarly situated executive employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non-qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated executive employees pursuant to the terms and conditions of such benefit plans and programs. While employed by Employer, Employee shall be eligible to receive awards under the 1993 Plan or any successor stock-related plan adopted by Halliburton's Board of Directors; provided, however, that the foregoing shall not be construed as a guarantee with respect to the type, amount or frequency of such awards, if any, such decisions being solely within the discretion of the Compensation Committee or its delegate, as applicable.
2.8. Beginning in 2004, Employee will be eligible for four weeks of paid vacation per calendar year until such time as Employee's years of service entitle him to additional vacation. For the remainder of the Boardcalendar year 2003, but not less frequently than annually, the Compensation Committee shall perform a review Employee will be immediately eligible as of the Executive's Salary based on Executive's performance of his duties and Effective Date for the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a prorated portion of the premiums for Executive's dependants to be paid in accordance with Employer's policysuch vacation benefit.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to Executive an annual Employee a base salary (the "Base Salary") at a rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect140,000 per annum, payable in equal semimonthly payments or in accordance with the EmployerCompany's regular payroll policy practices for salaried employees its executive employees. The Board will review the Base Salary for possible increase not less than annually during the Term.
(the "SALARY"). Thereafterb) In addition to Base Salary, or earlier from time to time in Employee may, at the discretion of the Compensation Committee Board, be granted stock options or share appreciation rights under plans adopted by the Board for the benefit of the executives and key management personnel of the Company.
(c) Employee may, at the discretion of the Board, but not less frequently than annuallybe granted bonus compensation, payable in accordance with the Compensation Committee shall perform a review of the ExecutiveCompany's Salary based on Executive's performance of his duties payroll practices for its executives and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewkey management personnel.
2.2 In addition, Executive (d) Employee shall be entitled to participate in or receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established benefits under any pension plan, health and accident plan or any other employee benefit plan or arrangement made available now or in the future by the Board Company to other executives and key management personnel of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company, as determined by the Board.
2.3 Upon Executive's furnishing (e) The Company shall promptly pay to Employer customary and Employee the approved reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (in accordance with the Company's policies in effect from time to time, including, without limitation, for giftsthose incurred in connection with business related travel or entertainment, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amountor, dateif such expenses are paid directly by Employee, place and essential character of the expenditure, Executive shall be reimbursed promptly reimburse him for such costs and expenses payment, provided that Employee provides proper documentation thereof in accordance with Employerthe Company's normal expense reimbursement policy. In addition, the Company shall provide Employee, at the Company's expense, with the use of a leased recent model automobile of Employee's choosing and the Company shall reimburse Employee for up to per month for lease payments incurred in connection with leasing such automobile.
2.4 As long as this Agreement is in effect, Executive (f) Employee shall be entitled to participate paid vacation days in each calendar year determined by the medical Company from time to time, but not less than four (including hospitalization)4) weeks in any calendar year, dental, life and disability insurance plans, subject to the extent offered by Employer, Company's vacation policies for its executives and key management personnel. Vacation shall be prorated in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion any calendar year of the premiums Term during which Employee is employed hereunder for Executive's dependants to be paid less than an entire year in accordance with Employer's policy.
2.5 Executive the number of days in such year during which he is so employed. Employee shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall also be entitled to vacation all paid holidays given by the Company to its executives and key management personnel.
(but in g) The Company may, at its discretion, subscribe for and maintain, on behalf of the Company, life insurance, key-man insurance (which shall be for an amount no event less than three (3$750,000) weeks per year)and long-term disability insurance with respect to Employee, holiday in such amount and other paid upon such terms or unpaid leaves of absence consistent conditions as the Company may deem reasonable. Employee shall cooperate with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred Company in connection with commuting from Los Gatosthe obtaining of any such policies, California including, without limitation, , the submission to Employer's corporate headquarters for such period of time as mutually agreed between Executive physical examination and Employer and, in any event, for blood testing by a period of not less than six (6) months from physician or other medical professional selected by the date of this AgreementCompany.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Pinpoint Recovery Solutions Corp)
Compensation and Benefits. 2.1 As full compensation for his services hereunder, and subject to Employerall the provisions hereof:
(a) During the Employment Period, Employer the Company shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectExecutive, payable in equal semimonthly payments or in accordance with the Employer's regular its normal payroll policy for salaried employees (the "SALARY"). Thereafterpractices and subject to required withholding, or earlier from time to time in the discretion of a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the BoardBoard from time to time, but in no event at a rate less than One Million Dollars ($l,000,000) per annum ("Base Salary").
(b) During the Employment Period, the Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation, provided (i) that the bonus payable to the Executive at target under the Company's Annual Incentive Compensation Plan shall be no less than 100 percent of Base Salary and (ii) that, subject to the provisions of the 1998 Stock Option and Award Plan (the "1998 Plan") or any other applicable plan, Executive shall, during the Employment Period, receive an annual stock option grant, at the same time and on the same terms and conditions as other senior executives of the Company, for a number of shares no less than the number calculated by dividing 5,000,000 by the "fair market value" of a share of the Common Stock of the Company on the date of such grant, as such term is defined in the 1998 Stock Option and Award Plan. The Company and the Executive recognize that under the provisions of Section 5(b) of the 1998 Plan, the total number of options and other stock-based grants that may be made to any individual may not less frequently exceed 10 percent of the total number of shares of Common Stock authorized for issuance under such plan, and that under the provisions of Section 5(c) of the 1998 Plan, awards of all types granted to any individual may not exceed 600,000 shares of Common Stock in any "Plan Year", as defined therein. In the event that, on any date during the term of the Agreement when stock options are issued to other senior executives of the Company, there are not sufficient shares available for issuance to the Executive under the 1998 Plan or under any other similar plans for the Company to grant to Executive the stock options provided for under clause (ii) of the first sentence in this paragraph (b), the Company shall seek shareholder approval, at the annual meeting of shareholders next following, for an amendment to the 1998 Plan or for a new plan, so that the Company may issue such options to Executive. In the event that the shareholders of the Company fail to approve such amendment or new plan, the Company and Executive shall negotiate in good faith to agree upon an arrangement that will afford Executive a compensation opportunity reasonably equivalent to both the Executive and the Company to that which would have been afforded by such stock options that cannot be granted because of the limitations contained in Section 5(b) or Section 5(c) of the 1998 Plan.
(c) During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time (other than annuallyany special arrangement entered into by contract with an executive). In addition, during the Employment Period, the Company shall reimburse the Executive for his net premiums on his current term life insurance policy for coverage of three million six hundred thousand dollars ($3,600,000) with Aetna Life Insurance Company.
(d) During the Employment Period, the Executive shall be reimbursed for his out-of-pocket travel and entertainment expenses in accordance with the Company's normal policy for senior executive officers, including appropriate documentation.
(e) The Executive shall be entitled to four (4) weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be forfeited.
(f) Within 30 days of the date hereof, the Compensation Committee shall perform a review grant the Executive 275,000 shares of restricted stock under the Executive's Salary based on Executive's performance of his duties 1998 Stock Option and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Award Plan (the "PlanRestricted Stock"), such shares to be subject to a restriction related to Executive's continued employment with the Company, with such restrictions to lapse in three equal installments on January 31, 2000, January 31, 2001 and January 31, 2002.
(g) The Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant provided with a car and driver to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as be used for business purposes.
(h) The Company shall pay for personal financial planning services for Executive up to an additional 10,125 shares on each amount of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control$15,000 per year.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to Executive an annual base the Employee a salary at a rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or 165,000 per annum in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion salary payment practices of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesCompany. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) President and Chief Operating Officer of his base salary to be paid based upon performance criteria to be established by Parent or the Board of Directors of Employer on the Company may increase the Employee's base salary if they determine in their sole discretion that an annual basis ("INCENTIVE BONUS")increase is appropriate.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsb) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive The Employee shall be entitled to participate in the medical (including hospitalization), dentalall retirement, life and disability insurance planshealth insurance, disability, option plans and other similar benefit plans or programs of the Parent now or hereafter available to the extent offered by EmployerEmployee or available generally to officers of the Parent in comparable senior management positions; provided, however, that during any period during the Term that the Employee is disabled, and in amounts consistent with during the Employer120-day period of physical or mental infirmity leading up to the Employee's policyDisability, the amount of the Employee's compensation provided under this Section 1.4 shall be reduced by the sum of the amounts, if any, paid to the Employee for the same period under any disability benefit or pension plan of the Company, Parent or any of their subsidiaries.
(c) The Employee shall be eligible to receive bonus payments (not more than once annually) based upon achievement of targeted levels of performance and such other senior executive officers criteria as the President and Chief Operating Officer of EmployerParent shall determine from time to time, with premiums such bonus not to exceed 22% of Employee's annual base salary. The determination of any bonus amount shall be within the good faith discretion of the President and the Chief Operating Officer of Parent. In addition, the Employee shall receive an annual performance review from the President and Chief Operating Officer of the Parent or his designee.
(d) The Company shall reimburse the Employee for all such insurance reasonable ordinary and necessary travel, seminar and other expenses related to the Employee's duties which are incurred and accounted for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policythe reimbursement practices of the Company.
2.5 Executive (e) The Company shall have pay the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement Employee a monthly automobile allowance of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer$500.
2.6 Executive (f) The Company shall reimburse the Employee on a monthly basis for Employee's country club dues not to exceed a total of $300 per month.
(g) Employee shall be entitled to vacation four (but in no event less than three (34) weeks per year), holiday and other paid or unpaid leaves vacation annually during the Term of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved employment by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectCompany hereunder.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Management Stockholder Employment Agreement (Towne Services Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer 2.1. Employee shall pay to Executive an annual be paid base salary and bonus, a car allowance, and shall accrue vacation as set forth on Exhibit A. Employee’s base salary shall be paid in bi-weekly installments in accordance with Company’s or the employing subsidiary’s standard payroll practice, and (as with all other payments made to Employee by Company or such subsidiary) is subject to withholding of One Hundred Eighty-Five Thousand Dollars all federal, state, city or other taxes as may be required by law.
2.2. While employed by Company or a subsidiary ($185,000) both during the first 12-month period that Term and thereafter), Employee shall be allowed to participate, on the same basis generally as other employees of Company or such subsidiary, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the effective date or thereafter are made available by Company or such subsidiary to all or substantially all of its or their employees. Such benefits, plans and programs may include, without limitation, medical, dental care, life insurance, disability protection and qualified plans. Nothing in this Agreement is in effectto be construed or interpreted to provide greater rights, payable in equal semimonthly payments participation, coverage or in accordance benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the terms and conditions of such benefit plans and programs, except as may be approved by Company’s Governance, Nominating & Compensation Committee (or successor committee with responsibility for the Employer's regular payroll policy for salaried employees (the "SALARY")compensation function) and/or Board of Directors.
2.3. Thereafter, or earlier from time Employee shall be eligible to time participate in the discretion of Company’s long-term incentive plans and Company’s annual incentive plan currently maintained or hereafter maintained by Company or a subsidiary for its officers as a group. Any such grants, awards or participation shall be subject to separate agreements containing the Compensation Committee of terms and provisions applicable to each such grant, award or participation as provided in the Board, but not less frequently than annually, applicable incentive plan and by the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following committee administering such reviewplan.
2.2 In addition2.4. Company shall not by reason of this Article 2 be obligated to institute, Executive shall be entitled maintain or refrain from changing, amending or discontinuing, any such incentive compensation or employee benefit program or plan, so long as such actions or inactions are similarly applicable to receive covered employees generally. Moreover, unless specifically provided for in a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established written plan document adopted by the Board of Directors of Employer on Company, none of the benefits or arrangements described in this Article 2 shall be secured or funded in any way, and each shall instead constitute an annual basis ("INCENTIVE BONUS")unfunded and unsecured promise to pay money in the future exclusively from the general assets of Company.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts 2.5. Company may withhold from any compensation, benefits or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as amounts payable under this Agreement is in effectall federal, Executive shall be entitled to participate in the medical (including hospitalization)state, dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) city or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall taxes as may be developed in relative proportion to Executive's position with Employerrequired by law.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation (a) From and after the Effective Date, you shall be compensated for his services to Employer, Employer shall pay to Executive an annual base salary performance of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that your obligations under this Agreement is in effectat a rate of not less than $275,000 per annum (such salary, as adjusted from time to time, hereinafter referred to as the "Base Salary"), payable in equal semimonthly payments or in accordance such manner as is consistent with the EmployerCompany's regular payroll policy practices for salaried employees (executive employees. Effective upon any promotion to Chief Executive Officer pursuant to Section 3(a), your Base Salary for the "SALARY"). Thereafter, or earlier from time period subsequent to time in such promotion shall increase to a minimum of $325,000 per annum as determined by the discretion Board of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, Directors in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by and the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")may from time to time thereafter consider future increases in Base Salary in its sole discretion.
2.3 Upon Executive's furnishing to Employer customary (b) You shall have the benefit of and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in such employee benefit plans and programs, including life, disability and medical insurance, pension, savings, retirement and other similar plans, as the medical Company now has or hereafter may establish from time to time, and in which you would be entitled to participate pursuant to the terms thereof, including without limitation the Company's existing Supplemental Executive Retirement Plan (including hospitalization"SERP"). The foregoing, dentalhowever, life shall not be construed to require the Company to establish any such plans or to prevent the Company from modifying or terminating any such plans, and disability insurance plansno such action or failure thereof shall affect this Agreement.
(c) You shall be entitled (i) to participate in the Company's Incentive Compensation Plan each year in accordance with criteria and for amounts approved by the Compensation Committee, and (ii) to be granted options, to the extent offered (if any) approved by Employerthe Compensation Committee or the relevant Option Committee, and in amounts consistent with under the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in EmployerCompany's stock option plan plans in effect from time to time. Without limiting the foregoing, you shall have a targeted bonus for the fiscal year ending January 31, 1999 of 40% of the Base Salary paid to you during the period in which you were employed hereunder, and 40% of your Base Salary for the following fiscal year increasing to 50% of your Base Salary for the portion of such year following any promotion to Chief Executive Officer pursuant to Section 3 (with the actual payment of any bonus described herein being dependent on your achievement of targeted objectives). In addition, you shall as of the Effective Date be developed granted a non-qualified stock option to purchase up to 25,000 shares of the Company's Common Stock ("Original Grant") pursuant to the Company's 1998 Stock Option Plan, having an exercise price equal to the closing price of the Company's Common Stock on the New York Stock Exchange on the Effective Date, vesting in relative proportion one-third increments on the first, second and third anniversaries of the Effective Date and expiring 10 years from the Effective Date, subject, however, to Executiveearlier vesting upon termination of this Agreement as provided in Section 9(h) below and otherwise subject to the terms and conditions contained in the Company's position with Employer1998 Stock Option Plan and current form of Option Agreement.
2.6 Executive (d) In the event of a Change of Control Termination of this Agreement (as defined in Exhibit A hereto), you shall be entitled to vacation certain payments and benefits as provided in Exhibit A hereto, which payments and benefits shall be in substitution for, not in addition to, the payments and benefits otherwise payable under this Agreement in the event of termination.
(but in no event less than three (3e) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive You shall be entitled to accrue four weeks of vacation time for one each year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive (f) The Company shall reimburse you annually for up to $5,000 of fees and expenses incurred by you for personal tax and financial planning advice, upon presentation by you of appropriate substantiation of such fees and expenses. You shall also be entitled to reimbursement reimbursed for all any reasonable costs, including air travel, car rental legal fees incurred by you in the negotiation and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date preparation of this Agreement.
2.8 Executive (g) The Company shall be entitled provide you with a leased automobile of reasonable size and quality suitable to reimbursement your position, and shall pay or reimburse you for insurance, repairs, maintenance and fuel expenses with regard to such automobile. You acknowledge that some or all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries benefits provided under this Section 2(g) may constitute taxable income for which you are responsible for payment of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlincome taxes.
Appears in 1 contract
Compensation and Benefits. 2.1 2.1. As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that Executive, while this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY")a salary at a monthly rate of $19,167. Thereafter, or earlier from time Any increases to time in such rate shall be at the discretion of the Compensation Committee duly elected by the Board of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesDirectors. The Compensation Committee maysalary shall be payable in equal bi-weekly installments, in its sole discretion, increase (but not decrease) the Salary following subject only to such review.
2.2 payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. In addition, Executive shall be entitled to receive a cash bonus subject to the parameters set forth by the Compensation Committee each year, the amount of which will be determined by such Committee, but will be in an amount of not to exceed fifty percent (50%) less than 100% of his base salary subject to be paid based upon performance criteria to be established achievement of certain goals as determined by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")Committee.
2.3 2.2. Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 2.3. As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life Employer will purchase and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums maintain for Executive's dependants benefit a guaranteed renewable term life insurance policy having a death benefit of not less than $1 million. Unless prohibited by any policy or plan under which such insurance is provided, Executive will have the right to be paid purchase at Executive's cost additional coverage under such policy or plan. Employer will not permit, even in accordance with Employer's policythe event of termination of this Agreement for any reason, any such policy to lapse without offering Executive the opportunity to take up the premium payments and continue the policy in force.
2.5 2.4. Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchasemedical and dental insurance plan, 401(k) plan, other benefit, life insurance or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 2.5. Executive shall be entitled to such vacation (but in no event less than three (3) weeks per year), holiday holidays and other paid or unpaid leaves of absence as consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the BoardBoard of Directors.
2.6. Executive shall be entitled agrees to accrue vacation time submit to and Employer agrees to pay for one yearcomplete physical examination on an annual basis at a medical clinic mutually acceptable to Employer and Executive.
2.7. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then As long as this Agreement is in effect.
2.7 Executive shall be entitled to reimbursement , Employer will purchase and maintain for all reasonable costsExecutive's benefit a comprehensive long-term disability insurance policy. Employer will not permit, including air travel, car rental and temporary housing, incurred even in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period the event of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date termination of this Agreementagreement for any reason, any such policy to lapse without offering Executive the opportunity to take up the premium payments and continue the policy in force.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $420,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than seventy percent (70%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees (the "SALARY"). Thereafterits senior officers, or earlier as in effect from time to time time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement, and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Compensation Committee Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. The Employee acknowledges that he is aware of the Boardeffect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not less frequently than annuallylimited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive a cash bonus not any and all employee benefits and perquisites generally provided from time to exceed fifty percent (50%) of his base salary time to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character other similarly situated officers of the expenditure, Executive shall be reimbursed for such costs Company as well as the benefits and expenses in accordance with Employer's normal expense reimbursement policyperquisites listed on “Exhibit A” attached hereto and incorporated herein by this reference.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As During the Term, the Executive shall ------------------------- receive the following compensation for his services and benefits:
(a) Prior to Employerthe Opening Date, the Employer shall pay to the Executive an annual base a salary of One Hundred Eightyforty-Five Thousand Dollars five thousand dollars ($185,00045,000) during the first 12-month period that this Agreement is in effectper annum, payable in equal semimonthly payments or in accordance with the Employer's regular standard payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier procedures and policies as in effect from time to time. From and after the Opening Date, the Employer shall pay the Executive an annual salary of ninety thousand dollars ($90,000), plus his yearly medical insurance premium, in accordance with the Employer's standard payroll procedures and policies as in effect from time in the discretion to time.
(b) Beginning as of the Compensation Committee Opening Date, the Executive shall participate in all retirement, welfare and other benefit plans or programs of the BoardEmployer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer; provided that -------- during any period during the Term that the Executive is subject to a Disability, but not less frequently than annuallyand during the 180-day period of physical or mental infirmity leading up to the Executive's Disability, the Compensation Committee shall perform a review amount of the Executive's Salary based on compensation provided under this Section 4 shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Employer or any of its affiliates.
(c) Beginning as of the Opening Date, the Employer shall provide the Executive with a term life insurance policy providing for death benefits totaling two hundred fifty thousand dollars ($250,000) payable to the Executive's performance of his duties designated beneficiary, and the Employer's other compensation policies. The Compensation Committee may, Executive shall cooperate at all times with the Employer in its sole discretion, increase (but not decrease) the Salary following securing and maintenance of such reviewpolicy.
2.2 In addition(d) Beginning as of the date hereof, the Company shall provide the Executive shall be entitled to receive with an automobile (at a cash bonus cost not to exceed fifty percent (50%$9,000 per year) of his base salary to be paid based upon performance criteria to be established owned or leased by the Board Company of Directors of Employer on an annual basis ("INCENTIVE BONUS")a make and model appropriate for the Executive's employment status as provided hereunder.
2.3 Upon Executive's furnishing to (e) Beginning as of the Opening Date, the Employer customary and shall pay for the reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred of the Executive's attendance each year during the term of the annual meeting of the Community Bankers Association of Georgia and the Independent Bankers Association of America.
(f) Beginning as of the Opening Date, the Employer shall pay the reasonable annual dues and membership fees for membership by him the Executive in the performance of such civic, business and social organizations or clubs appropriate to his services and duties hereunder as the Board shall determine.
(includingg) Beginning as of the Date hereof, without limitation, the Employer shall reimburse the Executive for gifts, reasonable travel and entertainment other expenses related to the Executive's duties which are incurred and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed accounted for such costs and expenses in accordance with the normal practices of the Employer's normal , subject to the presentment by the Executive to the Employer of appropriate vouchers or other customary evidence of expense reimbursement policyverification.
2.4 As long as this Agreement is (h) The Employer shall reimburse the Executive for any actual expenses reasonably incurred by the Executive in effectmoving his immediate family and household goods from LaFayette, Executive shall be entitled Alabama to participate Atlanta, Georgia in the medical an amount not to exceed five thousand dollars (including hospitalization$5,000), dental, life and disability insurance plans, subject to the extent offered presentment by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by the Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) appropriate vouchers or other plan or arrangement customary evidence of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerexpense verification.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Buckhead Community Bancorp Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive an annual base the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee's observance and performance of all of the provisions hereof, a salary of One Hundred Eighty-Five Thousand Dollars $350,000 per year ($185,000) during the first 12-month period that this Agreement is in effect, "Base Compensation"). The Employee's salary shall be payable in equal semimonthly payments or in accordance with the Employer's regular normal payroll policy practices of the Company and shall be subject to withholding for salaried employees (applicable taxes and other amounts. In addition to the "SALARY"). ThereafterBase Compensation, or earlier from time to time the Employee may, in the sole and absolute discretion of the Compensation Committee of the BoardBoard of Directors of the Company, but not less frequently than annuallybe entitled to incentive compensation which may, among other things, be based upon the Company's performance and the Employee's performance, all as determined in the sole and absolute discretion of the Compensation Committee shall perform a review of the ExecutiveBoard of Directors of the Company. Upon the occurrence of a "change in control" (as hereinafter defined), the Employee shall have the right to terminate this Agreement. Upon the termination of this Agreement by the Employee due to the occurrence of a "change in control", or upon the termination of this Agreement by the Company pursuant to Section 10(d) hereof, the Employee shall be entitled to receive, in one lump sum, within 15 days of the occurrence of such "change in control" or termination by the Company pursuant to Section 10(d), as the case may be, his Base Compensation to the end of the Term; provided, however, that any such payment shall not be less than twice the Employee's Salary annual Base Compensation and shall be subject to withholding for applicable taxes and other amounts.
(b) During the term of this Agreement, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility and other provisions thereof, the Company's medical insurance and other fringe benefit plans or policies as the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. The Company retains the right to terminate or alter any such plans or policies from time to time. The Employee shall also be entitled to four weeks paid vacation each year, sick leave and other similar benefits in accordance with policies of the Company from time to time in effect for personnel with commensurate duties.
(c) The Employee shall also be entitled to participate, at the sole and absolute discretion of the Compensation Committee of the Board of Directors of the Company, in the Company's incentive stock option plan. Such participation shall be based on Executiveupon, among other things, the Employee's performance of his duties and the EmployerCompany's performance. In addition, the Employee may be entitled, during the term of this Agreement, to receive such additional options, at such exercise prices and other compensation policies. The terms, and/or to participate in such other bonus plans, whether during the term of this Agreement or upon termination pursuant to Section 10 hereof, as the Compensation Committee of the Board of Directors of the Company may, in its sole and absolute discretion, determine. In addition to the foregoing, the Employee shall be entitled to receive options to purchase up to 300,000 shares of the Company's Common Stock, 100,000 shares of which shall vest on each of the first, second and third anniversaries of the date of this Agreement, upon the terms and conditions as more fully set forth in the Stock Option Agreement of even date herewith. Upon termination of this Agreement pursuant to Section 10(a) or Section 10(b) hereof, the options herein described shall vest ratably as herein described, or the vesting thereof may be accelerated as the Board of Directors may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermine.
2.2 In addition, Executive (d) The Company shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by reimburse the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")Employee for certain other expenses as the Company and the Employee may otherwise agree in writing.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $350,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that she is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesdetermines to offer. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive the Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")applicable relocation and moving benefits described in Appendix A attached hereto.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services 4.1 During the term of this Agreement, Employee shall be compensated initially at the rate of $200,000 per annum, subject to Employersuch increases, Employer shall pay to if any, as determined by the Chief Executive an annual base salary Officer and the Compensation Committee of One Hundred Eighty-Five Thousand Dollars the Board of Directors ($185,000) the “Committee”), in its discretion, at the commencement of each of the Company’s fiscal years during the first 12-month period that term of this Agreement is in effect, payable in equal semimonthly payments or (the “Base Salary”). The Base Salary shall be paid to the Employee in accordance with the Employer's Company’s regular executive payroll policy for salaried employees periods.
4.2 Employee may receive a bonus (the "SALARY")“Bonus”) in the sole discretion of the Committee in accordance with the following parameters:
(a) Employee will have an opportunity to earn a cash Bonus during her employment. ThereafterThe Bonus will be based on performance targets and other key objectives established by the Committee, or earlier from time to time and the determination of whether the performance criteria shall have been attained shall be solely in the discretion of the Compensation Committee Committee.
4.3 The Company shall deduct from Employee’s compensation all federal, state, and local taxes which it may now or hereafter be required to deduct.
4.4 Employee may receive such other additional compensation as may be determined from time to time by the Committee, including bonuses and other long term compensation plans. Nothing herein shall be deemed or construed to require the Committee, to award any bonus or additional compensation.
4.5 Notwithstanding any other provisions in this Agreement to the contrary, the Employee agrees and acknowledges that any incentive-based compensation, or any other compensation, paid or payable to Employee pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recoupment or clawback under any applicable law, government regulation, or stock exchange listing requirement, including without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and such regulations as may be promulgated thereunder by the Securities and Exchange Commission, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to applicable law, government regulation, stock exchange listing requirement or any policy of the BoardCompany adopted pursuant to any such law, but not less frequently than annuallygovernment regulation, or stock exchange listing requirement. This section shall survive the termination of this Agreement for a period of three (3) years.
4.6 During the term hereof, the Compensation Committee Company shall perform provide Employee with the following benefits (the “Benefits”): (a) group health care and insurance benefits as generally made available to the Company’s senior management; (b) travel expenses, including a review gas allowance and payment of an EZ Pass during the term of this Agreement and (c) such other insurance benefits obtained by the Company and made generally available to the Company’s senior management. The Company shall reimburse Employee, upon presentation of appropriate vouchers, for all reasonable business expenses incurred by Employee on behalf of the Executive's Salary based on Executive's performance Company upon presentation of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewsuitable documentation.
2.2 In addition4.7 For the term of this Agreement, Executive Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than paid time off) at the rate of three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent annum plus five (5) sick days in accordance with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each laws of the first, second, third and fourth anniversaries State of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlNew York.
Appears in 1 contract
Samples: Employment Agreement (IEH Corp)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $375,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than forty-month period that this Agreement is in effectfive percent (45%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive an annual base the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee's observance and performance of all of the provisions hereof, a salary of One Hundred Eighty-Five Thousand Dollars $175,000 per year ($185,000) during the first 12-month period that this Agreement is in effect, "Base Compensation"). The Employee's salary shall be payable in equal semimonthly payments or in accordance with the Employer's regular normal payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion practices of the Compensation Committee of Company and shall be subject to withholding for applicable taxes and other amounts. In addition to the Board, but not less frequently than annuallyBase Compensation, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee Employee may, in its the sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) and absolute discretion of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company, be entitled to performance bonuses which may be based upon a variety of factors, including the Employee's performance and the achievement of Company goals, all as determined in the sole and absolute discretion of the Board of Directors of the Company.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsb) evidencing costs and expenses incurred by him in During the performance term of his services and duties hereunder (includingthis Agreement, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive Employee shall be entitled to participate in the medical (including hospitalization)or benefit from, dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employerthe eligibility and other provisions thereof, the Company's policy.
2.5 Executive medical insurance and other fringe benefit plans or policies as the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. In addition, during the Term the Company shall have maintain term life insurance on the right to participate Employee in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement the amount of Employer now or hereafter existing $2,000,000 for the benefit of the Employee's designees (the "Life Insurance"). The Company retains the right to terminate or alter any such plans or policies from time to time. The Employee shall also be entitled to four weeks paid vacation each year, sick leave and other senior executive officers similar benefits in accordance with policies of Employer. Executivethe Company from time to time in effect for personnel with commensurate duties.
(c) The Employee shall also be entitled to participate, at the sole and absolute discretion of the Board of Directors of the Company, in the Company's participation in Employer's incentive stock option plan plan. Such participation shall be developed based upon, among other things, the Employee's performance and the Company's performance. In addition, the Employee may be entitled, during the term of this Agreement, to receive such additional options, at such exercise prices and other terms, and/or to participate in relative proportion such other bonus plans, whether during the term of this Agreement or upon termination pursuant to Executive's position with Employer.
2.6 Executive Section 10 hereof, as the Board of Directors of the Company may, in its sole and absolute discretion, determine. In addition to the foregoing, the Employee shall be entitled to vacation receive options to purchase up to 200,000 shares of the Company's common stock, par value $.0001 per share (but in no event less than three (3) weeks per year"Common Stock"), holiday having an exercise price of $5.35 per share and other paid or unpaid leaves vesting over five (5) years, with one-fifth of absence consistent with Employer's normal policies for other senior executive officers such options to vest on each annual anniversary of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreementissuance.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Clarus Corp)
Compensation and Benefits. 2.1 As (a) The Executive shall receive regular compensation for his services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") at the initial rate of One Four Hundred Eighty-Five Thousand Dollars ($185,000400,000.00) during per annum for the first 12-month period that this Agreement is in effect, Initial Term. The Base Salary shall be payable in equal semimonthly payments or arrears less the usual payroll deductions at the same times and in accordance with the Employer's regular payroll policy same manner as salaries paid to other employees of the Company. After the Initial Term, the Base Salary shall be reviewed annually for possible increase including participation in any wage increases applicable generally to salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of Company.
(b) In addition to the Board, but not less frequently than annuallyBase Salary, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") at such times and in such amounts as may be determined pursuant to a cash bonus written plan in effect for each year of the term. There is attached to this Agreement a copy of such Bonus Plan as applicable for fiscal years 1998 and 1999. The maximum possible Incentive Compensation payable per annum under this Agreement shall not exceed 125% of the amount of Base Salary paid by Company to exceed fifty percent Executive in the fiscal year for which such Incentive Compensation is determined. Executive acknowledges that, by agreeing to participate in the Bonus Plan for subsidiaries of Bacou USA, Inc., he thereby waives any rights to participate in any other incentive compensation plan of the Company.
(50%c) of his base salary to Incentive Compensation shall be paid based upon performance criteria to be established by Company for the prior fiscal year within ten (10) days after a decision is made by the Board of Directors of Employer on an Bacou USA, Inc. as to the amount of such Incentive Compensation, but in any event no later than the earlier of the annual basis ("INCENTIVE BONUS")meeting of the Board of Directors or March 31.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for Company at levels to be determined by the medical Board of Directors of Bacou USA, Inc. in their sole discretion.
(including hospitalization), dental, life e) In connection with the execution of this Agreement as a signing bonus and disability insurance plans, subject to the extent offered by Employerexecution of the Stock Option Notice and Agreement attached hereto as Exhibit A, Executive shall receive $200,000 upon execution of this Agreement and be granted options to purchase 15,000 shares of common stock of Bacou USA, Inc. at a per share price equal to the closing price on the trading day immediately preceding the effective date of this Agreement.
(f) The Executive shall be entitled to participate in all savings, thrift, retirement or pension, short-term and long-term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and in amounts consistent with the Employer's policy, for other senior executive officers fringe benefit programs generally available to executives of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid Company in accordance with Employer's policyand subject to the terms and conditions of such programs.
2.5 (g) In addition, the Executive shall be entitled to receive the following benefits:
(i) The Executive shall have the right use of a company car, subject to participate in the written Automobile Policy of Bacou USA, Inc.; provided, however, that for any additional compensationperiod of time Executive elects to continue using his own automobile, benefitthe Company shall pay him a car allowance of $650 per month plus the costs of gas, pensionmaintenance, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerrepairs and insurance.
2.6 (ii) The Executive shall be entitled to vacation (but in no event less than three (3) weeks per year)pursuant to the written Bacou USA, holiday Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for both the Executive and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by Company. To the Board. extent the Executive shall be entitled to accrue vacation time for one year. If he does not take all vacation days the accrued vacation during the next year, he shall remaining days will be carried forward for an unlimited period or be paid to the Executive at the level of his Base Salary valid for the unused fiscal year in which vacation at his Salary rate then in effectdays are not taken.
2.7 (iii) When traveling on Company business, the Executive shall will be entitled provided first class airfare on domestic trips; business class airfare will be provided on international trips.
(iv) The Executive is authorized to reimbursement for all incur reasonable costs, including air travel, car rental and temporary housing, incurred expenses in connection with commuting and for the promotion of the business of Company, including expenses for meals and lodging (regular hotel room, no suites), entertainment, and similar items as required from Los Gatostime to time by the Executive's duties. Company shall reimburse the Executive for all such expenses upon the presentation of an account therefor, California together with appropriate supporting documentation.
(h) In the event that either (a) during the term of this Agreement the Executive is discharged by the Company for reasons other than those set forth in clauses (a), (c) or (d) of Section 3(iv) hereof or (b) the Company elects not to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date renew this Agreement pursuant to Section 2 of this Agreement.
2.8 , then the Company agrees to pay the Executive shall be entitled a severance payment equal to reimbursement for all reasonable relocation costs in connection with his relocation twelve (12) months of direct salary and benefits, payable at normal payroll intervals during the severance period, plus Incentive Compensation equal to the city where Employer's corporate headquarters are located.
2.9 Subject amount of Incentive Compensation paid by the Company to stockholder approval of Employer's 2006 Stock Incentive Plan (Executive for the "Plan"), prior fiscal year. In the event that the Executive shall be issued an aggregate of 54,000 shares of Employer's common stock elects not to renew this Agreement pursuant to Section 2 of this Agreement, then the Company agrees to pay the Executive a restricted stock or restricted stock unit award under severance payment equal to twelve (12) months of direct salary and benefits, payable at normal payroll intervals during the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlseverance period.
Appears in 1 contract
Samples: Employment Agreement (Bacou Usa Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) The Bank or the Company (as they shall determine), Employer shall pay to Executive an annual base as compensation a salary of One Hundred Eighty-Five Thousand Dollars $156,768.00 per year ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARYBase Salary"). ThereafterIn addition to the Base Salary provided in this Paragraph 3(a), or earlier from the Bank shall also provide Executive with all such other benefits as are provided uniformly to permanent full-time to time in the discretion employees of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Bank. If Executive's Base Salary based on is increased, such Increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. For purposes of Paragraph 4(b) and 5(c), Base Salary shall also be deemed to include payments of incentive compensation made to Executive pursuant to any incentive compensation plan in effect during any term of Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewemployment.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%b) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (or receive benefits under any employee benefit plans including hospitalization)but not limited to, dental, life and disability insurance retirement plans, profit-sharing plans, or any other employee benefit plan or arrangement made available by the Bank or Company in the future to the extent offered by Employerits senior executives, subject to and in amounts on a basis consistent with the Employer's policyterms, for other senior executive officers conditions and overall administration of Employer, with premiums for all such insurance for Executive to be paid by Employer plans and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Boardarrangements. Executive shall be entitled to accrue vacation incentive compensation and bonuses as provided in any plan of the Bank or Company in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. From time for one year. If he does not take to time, and as determined by the accrued vacation during Boards of Directors of the next yearCompany and the Bank, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall may be entitled to reimbursement participate in or receive benefits under plans relating to stock options and restricted stock awards that are made available by the Company or the Bank at any time in the future during the term of this Agreement, subject to and on a basis consistent with the terms, conditions and overall administration of such plans.
(c) The Company or Bank (as they shall determine) shall also pay or reimburse Executive for all reasonable costs, including air travel, car rental travel and temporary housing, other reasonable expenses incurred in connection the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board of Directors of the Company or Bank may from time to time determine.
(d) The Bank shall also provide Executive with commuting from Los Gatos, California to Employer's corporate headquarters for such period the primary use of an automobile leased by the Company at present until expiration of that lease in November of 2004.
(e) Executive shall take vacation at a time as mutually agreed between Executive upon by the Company, Bank and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive. Executive shall receive his base salary and other benefits during periods of vacation. Executive shall also be entitled to reimbursement for all reasonable relocation costs paid legal holidays in connection accordance with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each policies of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlBank.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $475,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than sixty-month period that this Agreement is in effectfive percent (65%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that she is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesdetermines to offer. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive the Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")applicable relocation and moving benefits described in Appendix A attached hereto.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for his services to Employer, Employer the duties described in Section 2(b). The Company shall pay to Executive an annual base Employee as compensation a salary of not less than One Hundred Eighty-Five Thousand hundred fifty one thousand Dollars ($185,000151,000) during per year (“Base Salary”) beginning on the first 12Effective Date. Such Base Salary shall be payable semi-month period that this Agreement is in effectweekly, payable in equal semimonthly payments or with such other frequency as employees are generally paid in accordance with the Employer's regular Company’s normal payroll policy for salaried practices. In addition to the Base Salary provided in this Section 3 (a), the Company shall provide Employee with all such other benefits as are provided or made available to Company employees (the "SALARY"). Thereaftergenerally, or earlier from time to time in the discretion of the Compensation Committee of the Boardincluding, but not less frequently than annuallylimited to, participation in Company health and medical plans or paid vacation periods at the Compensation Committee shall perform a review Company’s discretion.
(b) In consideration of Employee’s efforts in performing the requirements of the Executive's position set forth in Section 1, and in addition to Base Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall benefits to which Employee may be entitled to as set forth in Section 3(a) hereof, Employee will receive a cash bonus not to exceed fifty percent an annual incentive payment (50%“Incentive Bonus”) during the Term, or until such later period as Employee leaves the employ of his base salary to be paid the Company or an affiliate or subsidiary of the Company. Such payment is discretionary based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character Company. The annual Incentive Bonus shall be payable by the Company within ninety days after the end of the expenditureCompany’s year end. . Notwithstanding the foregoing, Executive no Incentive Bonus will be payable to Employee at any time after he leaves the employ of the Company, or any affiliate or subsidiary of the Company. For the purpose of this Agreement, pre-tax earnings shall be reimbursed for such costs and expenses computed in accordance with Employer's the Company’s normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid accounting practices in accordance with Employer's policyU.S. Generally Accepted Accounting Principles (“GAAP”) consistently applied.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Energy Services of America CORP)
Compensation and Benefits. 2.1 As (a) Subject to the terms and conditions of this Agreement, as full compensation for his all services to Employerbe rendered pursuant to this Agreement, Employer shall the Company agrees to pay to Executive during the Term a base salary at an annual base salary rate of One Hundred Eighty-Five Eighty Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect180,000.00), payable in equal semimonthly payments or in accordance such installments as is the policy of the Company with respect to executive employees of the Employer's regular payroll policy for salaried employees Company (the "SALARYSalary"). ThereafterThe Board of Directors will review Executive's performance and Salary annually, or earlier from time commencing on June 30, 1999. The Salary will be subject to time in increase at the discretion of the Compensation Committee Board of Directors.
(b) Executive may receive bonuses on such dates, in such amounts and on such other terms as may be determined by the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, Board in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, (c) The Company shall pay or reimburse Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and for all reasonable documentary support (such as receipts expenses actually incurred or paid bills) evidencing costs and expenses incurred by him her during the Term in the performance of his her services and duties hereunder under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as the Company reasonably may require.
(including, without limitation, for gifts, travel and entertainment and cellular telephone expensesd) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effecteligible under any incentive plan, Executive shall be entitled to participate in the medical (including hospitalization)stock option plan, dentalstock award plan, life and disability insurance plansbonus, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all participation or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefitextra compensation plan, pension, stock option, stock purchase, 401(k) group insurance or other plan or arrangement of Employer now or hereafter existing so-called "fringe" benefits, if any, which the Company generally provides for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan its executives.
(e) The Company shall be developed in relative proportion provide to Executive, at the Company's position expense, medical insurance with Employercoverage reasonably satisfactory to Executive and the Company. In the event that the Company obtains group medical insurance covering its executives generally, the insurance provided to Executive hereunder may be provided by the Company under its group medical insurance plan covering its executives generally.
2.6 (f) Executive shall be entitled to vacation (but time of 15 days per year taken, subject to fulfillment of her duties hereunder, in no event less than accordance with the vacation policy of the Company, and three (3) weeks personal days per year), holiday and other paid or unpaid leaves during the Term.
(g) Subject to the terms of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by this Agreement, the Company will pay reasonable rent acceptable to the Board. , for an apartment for Executive shall be entitled to accrue vacation time for one year. If he does not take in the accrued vacation during the next yearLawrenceville or Princeton, he shall be paid New Jersey area, for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled Term of this Agreement. In addition and subject to reimbursement the terms of this Agreement, the Company will pay the reasonable cost acceptable to the Board, to rent or lease an automobile for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any eventExecutive, for a period of not less than six (6) months from the date Term of this Agreement.
2.8 Executive shall be entitled (h) Unless otherwise paid for by basic insurance coverage, the Company will pay for a general medical check-up for Executive, once each year during the Term hereof, up to reimbursement for all reasonable relocation costs in connection with his relocation a cost to the city where Employer's corporate headquarters are locatedCompany of $2,000.00 per each check-up.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Voxware Inc)
Compensation and Benefits. 2.1 As full and complete compensation to the Executive for his services to Employer, Employer shall pay to Executive an annual base salary execution and delivery of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectand performance of the services required hereunder, the Company shall pay, grant or provide to the Executive, and the Executive agrees to accept:
(a) (i) a base salary, payable in equal semimonthly payments or in accordance with the Employer's regular Company’s standard payroll policy practices for salaried employees executive officers, of $430,000 per annum (“Base Salary”); (ii) an annual bonus (the "SALARY"). Thereafter“Annual Bonus”) of up to 65% of Base Salary, or earlier from time in accordance with the bonus plan then in effect for executive officers of the Company, as approved by the Signet Remuneration Committee, which Annual Bonus shall be paid within 30 days following the preliminary announcement by Signet of its results for the related fiscal year, (iii) a long term incentive bonus of up to time 35% of Base salary, payable in accordance with the long term incentive plan for executive officers then in effect as approved by the Signet Remuneration Committee (the “Long Term Bonus”) and (iv) option awards, as determined in the sole discretion of the Compensation Committee Signet Remuneration Committee, in accordance with the option plan then in effect as approved by the Signet Remuneration Committee; provided, however, that notwithstanding that (x) this Agreement is dated as of the BoardExecution Date, but not less frequently than annually(y) the Term of Employment hereunder commences on the Execution Date and (z) for the period from May 10, 1996 to the Execution Date the Executive was employed by the Company under the Original Agreement that was terminated by the Executive and the Company as of the Execution Date, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent paid his Base Salary effective as of May 1, 2004 and his Annual Bonus and Long Term Bonus effective as of February 2, 2004 (50%) and in lieu of his any other base salary or annual bonus payable under the Original Agreement for the period from May 1, 2004 (or from February 1, 2004 in the case of the Annual Bonus and Long Term Bonus) to be paid based upon performance criteria the Execution Date); and, provided further, that on or prior to be established by each May 1 of each year (beginning on May 1, 2005), the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon the Company or the Signet Remuneration Committee shall review the amount of the Executive's furnishing to Employer customary and reasonable documentary support (’s Base Salary then in effect and, in the absolute discretion of the Board or such as receipts or paid bills) evidencing costs and expenses incurred by him in committee, the Base Salary may be increased, but not decreased, from such amount, based upon the performance of his services the Executive and duties hereunder other factors as may be considered by the Board or such committee to be relevant from time to time;
(including, without limitation, for gifts, travel and entertainment and cellular telephone expensesb) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), medical/dental, long term disability and life and disability insurance plansbenefits made available generally from time to time by the Company to executive officers that are comparable with, but no less favorable to the extent offered by EmployerExecutive than, and those benefits in amounts consistent with the Employer's policy, for other senior executive officers effect as of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.Agreement with respect to the Executive;
2.8 (c) such deferred compensation benefits as may be made available generally from time to time by the Company to executive officers of the Company upon the authorization and approval of the Signet Remuneration Committee;
(d) A lease by the Company of an automobile having monthly lease payments not to exceed $800.00 per month in addition to: (i) the payment or reimbursement by the Company of all of the Executive’s costs for gas, repairs, maintenance and insurance premiums relating to such automobile; (ii) an additional amount (the “Gross-Up Payment”) such that, after reduction for all federal, state and local income taxes, if any, payable by the Executive in respect of the reimbursement or payment by the Company to the Executive of an expense described in this subsection (e) (a “Covered Expense”) and the Gross-Up Payment, the Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation retain an after-tax amount equal to the city where Employer's corporate headquarters are located.amount of such Covered Expense; and (iii) an annual adjustment equal to the percentage change in the Consumer Price Index, All Urban Consumers, published by the Bureau of Labor Statistics of the U.S. Department of Labor during the preceding twelve (12) months, or any successor index published by the U.S. Government (reasonably adjusted from time to time using suitable conversion factors in the event of any change in the base year used to calculate the index); and
2.9 Subject (e) such other perquisites and benefits as may be made available generally from time to stockholder approval time by the Company to executive officers of Employer's 2006 Stock Incentive Plan the Company. For purposes of subsection (d) of this Section 3, the "Plan")federal, state and local income taxes payable by the Executive in respect of a reimbursement or payment by the Company to the Executive of a Covered Expense or Gross-Up Payment shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant determined by taking into account all deductions allowable to a restricted stock the Executive for federal, state or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each local income tax purposes in respect of the first, second, third payment of a Covered Expense and fourth anniversaries of any tax payable on a reimbursement or payment made under this subsection to the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlmaximum extent thereof.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) Starting on the Effective Date of this Agreement, the Employer shall pay to the Executive an initial annual base salary of One Hundred Eighty$130,000.00, plus an additional stipend of $278.00 per month, representing the difference in the cost to the Executive of his current health insurance coverage with Blue Cross Blue Shield of Alabama and the cost to the Executive of replacement coverage. This stipend of $278.00 per month shall continue to be paid to the Executive until such time as the Employer shall establish its own group health insurance plan and the Executive is provided with coverage under the plan, at which time the Employer shall pay the Executive's yearly medical insurance premium on the same basis as the other employees are paid. On the date that the Bank opens and commences to conduct business with members of the public, the annual base salary for the Executive will be increased to $150,000.00. Prior to the date the Bank opens for business to the public (the "Opening Date"), the salary will be paid bi-Five Thousand Dollars ($185,000) during monthly. Following the first 12-month period that this Agreement is in effectOpening Date, payable in equal semimonthly payments or the salary will be paid in accordance with the EmployerBank's regular standard payroll policy for salaried employees procedures. The Board (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee an appropriate committee of the Board, but not less frequently than annually, the Compensation Committee ) shall perform a review of the Executive's Salary based on salary at least annually and may increase the Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, base salary if it determines in its sole discretion, discretion that an additional increase (but not decrease) the Salary following such reviewis appropriate.
2.2 In addition, (b) The Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance amount of his services and duties hereunder (including$20,000.00 on the Opening Date. Thereafter, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in an annual bonus plan which shall be presented annually by the medical (including hospitalization)Personnel and Compensation Committee and adopted by the Company pursuant to which the Executive shall be eligible to receive a cash bonus equaling up to 50% of his annual salary provided the Bank achieves certain performance levels established by the Board of Directors from time to time. Additionally the Executive, dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent along with the Employer's policy, for all other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion eligible employees of the premiums for Executive's dependants to Company, shall be paid in accordance with Employer's policy.
2.5 Executive shall have the right entitled to participate in any additional compensationa stock option plan as and when such is adopted.
(c) The Executive shall participate in all retirement, benefit, pension, stock option, stock purchase, 401(k) welfare or other plan benefits plans or arrangement programs of the Employer now or hereafter existing for applicable generally to employees of the benefit Employer or to a class of other employees that includes senior executive officers executives of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with the Employer.
2.6 (d) The Employer shall provide the Executive with long-term disability insurance as well as a term life insurance policy providing for death benefits totaling $500,000.00 payable to the Executive's spouse and heirs and $500,000 payable to the Employer, and the Executive shall cooperate with the Employer in the securing and maintenance of such policy. If the Executive is taxed by state or federal authorities with respect to the Employer's payment of the key man life insurance policy, the Executive's compensation payable hereunder shall be entitled increased, on a tax gross-up basis, so as to reimburse the Executive for the additional tax payable by the Executive as a result of the Employer's payment of the key man life insurance premiums taking into account all taxes payable by the Executive with respect to such tax gross-up payments hereunder, so that the Executive shall be, after payment of all taxes, in the same financial position as if no taxes with respect to the key man life insurance policy had been imposed upon him. The Employer shall require and pay the cost of an annual physical for the Executive.
(e) Employer agrees to provide the Executive with an automobile either owned or leased by the Company or the Bank of a make and model appropriate to the Executive's status. It is understood and agreed by the parties that the Executive currently is leasing a Lexus automobile, and that the Executive's current lease shall expire in September, 2005. Until September, 2005, when the Executive's current automobile lease expires, the Employer may comply with its obligations under this paragraph by reimbursing the Executive for all payments made by him under his current lease, together with all insurance, taxes and other related automobile expenses incurred by the Executive. Upon expiration of the Executive's current automobile lease in September, 2005, the Employer shall either purchase an automobile for the Executive, the cost of which shall not exceed $35,000.00, or, alternatively, the Employer shall provide the Executive with an allowance each month, in an amount not to exceed $750.00 per month, for an automobile commensurate with his position subject to approval of the Compensation Committee. The Company shall provide for reasonable operating expenses associated with the automobile, including, but not limited to insurance, taxes, and other related automobile expenses.
(f) In addition, prior to the Opening Date, the Employer shall obtain a membership in and pay the initiation fee and the dues pertaining to Thornblade Country Club and the Poinsett Club and shall designate the Executive as the authorized user of such membership for so long as the Executive remains the President and CEO of the Employer and this Agreement remains in force. Executive agrees that should his employment by Company terminate for any reason, he will cooperate with the Company and execute any documents necessary to permit the Company to transfer these memberships to another representative of the Company. Any costs or expenses associated with such transfer, however, shall solely be the responsibility of the Company.
(g) The Employer shall reimburse the Executive for reasonable travel and other expenses related to the Executive's duties which are incurred and accounted for in accordance with the normal practices of the Employer.
(h) The Employer shall provide the Executive with four weeks' paid vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive which shall be entitled to accrue taken in accordance with any banking rules or regulations governing vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectleave.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Independence Bancshares, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employerduring the Term of this Agreement, Employer Executive shall pay to Executive an be paid and receive the amounts and benefits set forth in subsections (a) through (h) below:
(a) An annual base salary ("Base Salary") of One Eight Hundred EightySeventy-Five Thousand and No/100 Dollars ($185,000) during the first 12-month period that this Agreement is in effect875,000.00), prorated for any partial year of employment. Executive's salary shall be payable in substantially equal semimonthly payments installments on a bi-monthly basis, or in accordance with the EmployerCompany's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier practices in effect from time to time for executive officers of the Company.
(b) Executive shall be eligible to participate in the discretion Executive Management Target Incentive Plan and such other annual incentive plans as may be established by the Company from time to time for its executive officers. The Board or a committee of the Board will establish performance goals each year under the incentive plans, and Executive's annual Target Bonus shall be 65% of Base Salary; the maximum award for exceeding the performance goals (which will be determined in accordance with the current plan design) shall be 130% of Base Salary. The annual incentive bonus payable under this subsection (b) shall be payable as a lump sum at the same time bonuses are paid to other senior executives after certification by the Compensation Committee of the Board, but not less frequently than annuallythat the applicable performance objectives have been met, unless Executive elects to defer all or a portion of such amount pursuant to any deferral plan established by the Compensation Committee shall perform a review Company for such purpose.
(c) Promptly upon commencement of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In additionTerm, Executive shall be entitled to receive make a cash bonus not to exceed fifty percent minimum investment in the equity (50%"Purchased Equity") of the Company of 60% of the aggregate amount of the net proceeds remaining after all applicable taxes have been paid, resulting from cancellation of his base salary outstanding stock options in accordance with Section 2.2 of the Recapitalization Agreement. The Company and Executive shall endeavor to structure such investment in the most tax and accounting efficient manner The other terms and conditions applicable to the Purchased Equity and the Options shall be as provided in the Term Sheet and the parties agree to enter into an Employee Shareholders Agreement which will include the items covered in the Term Sheet and contain such other customary terms and conditions as are appropriate for such an agreement and are mutually agreeable to Executive and Company (and to LB MBP II, where applicable). The Purchased Equity and the Options will be subject to put and call rights and restrictions as set forth in Schedule A.
(d) Executive shall continue to be paid based upon performance criteria to be established (i) covered by the Board of Directors of Employer on an annual basis a Supplemental Executive Retirement Plan ("INCENTIVE BONUSIndividual SERP"), providing for the benefits set forth in the amended and restated SERP Agreement attached hereto as Exhibit B, (ii) a participant -5- 6 in the Blouxx, Xxc. and Subsidiaries Supplemental Retirement Benefit Plan ("SERP"), and (iii) a participant in the Executive Supplemental Retirement Plan of Blouxx Xxxernational, Inc. ("Executive SERP").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billse) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in, or receive benefits under, any "employee benefit plan" (as defined in Section 3(3) of ERISA) or employee benefit arrangement made generally available by the medical (Company to its executive officers, including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchaseplans providing retirement, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior benefits, deferred compensation, health care (including executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employermedical), life insurance, disability and similar benefits.
2.6 (f) The Company will provide membership dues and assessments at recreational and social clubs commensurate with past practice for Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Boardhis family. Executive shall will be entitled to accrue vacation time provided an automobile commensurate with past practice at Company expense, and the Company will pay all insurance, maintenance, fuel, oil and related operational expenses for one yearsuch automobile. If he does not take the accrued Executive will receive six weeks vacation during the next year, he shall Term. Executive will be paid provided an annual physical examination and a financial/tax consultant for personal financial and tax planning. Executive will be promptly reimbursed by the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement Company for all reasonable costs, including air travel, car rental business expenses he incurs in carrying out his duties and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of responsibilities under this Agreement.
2.8 (g) Executive shall be entitled continue to reimbursement for all reasonable relocation costs participate in connection with his relocation the Company's Executive Life Insurance Program, which will provide a benefit equal to the city where Employer2 l/2 times Executive's corporate headquarters are located.
2.9 Subject total compensation (as determined from time to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"time), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant subject to a restricted stock maximum benefit of $2.5 million. This insurance will be paid-up on the date Executive attains 65 and will be delivered to Executive as a paid-up insurance policy upon his retirement from the Company at or restricted stock unit award after age 65. The life insurance provided to Executive under the
(h) Executive will be paid a tax gross-up amount by the Plan that will vest Company to cover any additional federal or state income taxes he incurs as a result of being required to 13,500 shares immediately and as to an additional 10,125 shares on each include in taxable income the amount of the firstpremiums or costs for, secondor personal usage of, third the items described in subsections (f) and fourth anniversaries (g) above and for the use of the initial grant. The Plan shall include terms comparable to those contained in EmployerCompany's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlairplane.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his (a) For all services to Employerrendered by Executive under this Agreement, the Employer shall pay to the Executive an annual base salary, to be determined by its Board of Directors, but in no event shall the annual salary of One Hundred Eighty-Five Thousand Dollars (be less than $185,000) during the first 12-month period that this Agreement is in effect115,200 per year, payable in equal semimonthly payments monthly installments on the first day of each month. Executive shall have the right to enter into a reasonable deferred compensation agreement and plan with the Company or the Bank, provided that the deferred compensation agreement and plan complies with applicable tax deferral regulations and that Employer is not obligated to match any Executive contributions. The Board (or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's salary if it determines in its sole discretion that an increase is appropriate.
(b) For the period beginning February 1, 2001 and ending on the earlier of (i) December 31, 2001, or (ii) the date the Bank opens for business (the "Opening Date"), the Employer shall pay the Executive the reduced amount of $3,600 per month (the "Salary Reduction Amount") in order to defer the Employer's organizational expenses. The remaining portion of the Executive's base salary shall accrue at the rate of $6,000 per month and shall be paid by the Employer to the Executive on the earlier of (i) the date that Executive ceases employment with the Employer, or (ii) December 31, 2001. Executive shall have the right to defer all or part of the accrued base salary in accordance with the Employer's regular payroll policy for salaried employees terms of any deferred compensation agreement and plan executed by the parties as contemplated in Section 3(a) hereof.
(the "SALARY"). Thereafter, c) On or earlier from time to time in the discretion before January 31 of the Compensation Committee of the Board, but not less frequently than annuallyeach year, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled eligible to receive a cash bonus not equaling up to exceed fifty percent 5% of the greater of (50%i) the net pretax consolidated income of his base salary to be paid based upon the Company for the preceding fiscal year (determined in accordance with generally accepted accounting principals), or (ii) the net after-tax consolidated income of the Company for the preceding fiscal year (determined in accordance with generally accepted accounting principals), if the Bank achieves certain performance criteria to be levels established by the Board of Directors of Employer on an annual basis from time to time (the "INCENTIVE BONUSBonus Plan"). On or before the beginning of each fiscal year, the Board of Directors, in consultation with the Executive, shall establish reasonable performance levels for the Bank and the specific terms of the Bonus Plan for the ensuing fiscal year.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, The Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization)Bank's long-term equity incentive program and be eligible for the grant of stock options, dentalrestricted stock, life and disability insurance plansother awards thereunder or under any similar plan adopted by the Company. As soon as an appropriate stock option plan is adopted by the Board, the Company shall grant to the extent offered Executive an option to purchase a number of shares of Common Stock equal to 5% of the number of shares sold in the offering. The award agreement for the stock option shall provide that one-third of the shares subject to the option will vest on each of the first three anniversaries of the Opening Date or such other dates as may be mutually agreeable to the parties, but only if the Executive remains employed by Employerthe Company on such date, and shall contain other customary terms and conditions. Nothing herein shall be deemed to preclude the granting to the Executive of warrants or options under a director option plan in amounts consistent with addition to the Employer's policyoptions granted hereunder.
(e) The Executive shall participate in all health, for disability, retirement, welfare and other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all benefit plans or a portion programs of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for applicable generally to employees of the benefit Employer or to a class of other employees that includes senior executive officers executives of the Employer. The Employer shall pay the premiums necessary to cover the Executive and his dependents under any group medical and hospitalization insurance policy offered by the Employer to its employees. The Executive shall also receive 20 business days of paid vacation each year.
(f) The Employer shall provide the Executive with a key man term life insurance policy providing for death benefits totaling $1,000,000, with $500,000 payable to the Employer and $500,000 payable to the Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 designated beneficiary, and the Executive shall be entitled to vacation (but cooperate with the Employer in no event less than three (3) weeks per year), holiday the securing and other paid or unpaid leaves maintenance of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one yearsuch policy. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection is taxed by state or federal authorities with commuting from Los Gatos, California respect to Employer's corporate headquarters payment of the key man life insurance policy, Executive's compensation payable hereunder shall be increased, on a tax gross-up basis, so as to reimburse the Executive for the additional tax payable by the Executive as a result of Employer's payment of the key man life insurance premiums taking into account all taxes payable by the Executive with respect to such period tax gross-up payments hereunder, so that the Executive shall be, after payment of time as mutually agreed between Executive and Employer andall taxes, in any eventthe same financial position as if no taxes with respect to the key man life insurance policy had been imposed upon him. The Employer shall also pay for an accident liability policy on the Executive totaling $1,000,000 to protect the Employer and the Executive from damages or lawsuits resulting from injuries to third parties caused by the Executive.
(g) Prior to the Opening Date, the Employer shall provide the Executive with a reasonable allowance each month for an automobile. Beginning upon the Opening Date, the Company shall provide Executive with either an automobile (at a period cost not to exceed $35,000) owned or leased by the Company of a make and model appropriate to the Executive's status, or a monthly automobile allowance not less than six to exceed $575 per month. If an automobile is provided to the Executive by the Company, such automobile shall be replaced with a new vehicle at least every two (62) months from years during the term of this Agreement. The Company shall also pay or reimburse the Executive for the reasonable expenses associated with the use of the automobile (whether such automobile is provided by the Company or by the Executive) including, but not limited to, a fuel allowance, maintenance, insurance, taxes, etc.
(h) In addition, commencing on the date of this Agreement, the Employer shall pay Executive's monthly membership dues pertaining to an area country club and an area civic club for so long as the Executive remains the President and CEO of the Employer and this Agreement remains in force.
2.8 (i) The Employer shall reimburse the Executive for reasonable travel and other business development expenses related to the Executive's duties which are incurred and accounted for in accordance with the normal practices of the Employer.
(j) Each year, the Executive may elect to enter into a deferred compensation agreement with the Employer for the following year; provided the Executive gives notice to the Employer at least 60 days prior to January 1 of the year in which Executive desires to defer all or part of his compensation. Subject to applicable statutes and regulations, the Employer will work with the Executive to determine mutually agreeable terms of the deferred compensation agreement.
(k) Each year, at the Employer's expense, the Executive shall obtain a physical examination. The scope of such physical examination shall be entitled of a type and nature similar to reimbursement for all medical examinations required of key executives in similar businesses from time to time, and shall be determined in the reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval discretion of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (First Southern Bancorp Inc /Ga/)
Compensation and Benefits. 2.1 As (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for his services to Employer, Employer the duties described in Section 2(b). The Company shall pay to Executive an annual base Employee as compensation a salary of One not less than Two Hundred Eighty-Five and Forty Thousand Dollars ($185,000240,000) during per annum ("Base Salary") beginning on the first 12Closing Date. Such Base Salary shall be payable semi-month period that this Agreement is in effectweekly, payable in equal semimonthly payments or with such other frequency as employees are generally paid in accordance with the EmployerCompany's regular normal payroll policy for salaried practices. In addition to the Base Salary provided in this Section 3(a), the Company shall provide Employee with all such other benefits as are provided or made available to Company employees (the "SALARY"). Thereaftergenerally, or earlier from time to time in the discretion of the Compensation Committee of the Boardincluding, but not limited to, participation in Company health and medical plans which shall not be less frequently than annuallythose currently provided by GasSearch. Also, the Compensation Committee vacation shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, accrue to the extent offered by Employer, and in amounts consistent with Employee at the Employer's policy, for other senior executive officers rate of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(kone (1) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than week every three (3) weeks per year)months and may be carried over on a year to year basis.
(b) In consideration of Employee's efforts in performing the requirements of the position set forth in Section 1, holiday and in addition to Base Salary and other paid benefits to which Employee may be entitled as set forth in Section 3(a) hereof, Employee will receive an annual incentive payment ("Incentive Bonus") during the Term, or unpaid until such later period as Employee leaves the employ of absence consistent with Employer's normal policies for other senior executive officers the Company or an affiliate or subsidiary of Employer or as otherwise approved the Company, in an amount equal to 4.5% of the pre-tax earnings generated from GasSearch operations. The annual Incentive Bonus shall be payable by the BoardCompany within ninety days after the end of the twelve month period following the last day of the month in which occurs the Closing Date of the Acquisition, and thereafter on or about each anniversary date of such payment. Executive shall be entitled In the event the employee leaves employment, any bonus which has accrued up to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he that date shall be paid for within ninety (90) days. For the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date purpose of this Agreement.
2.8 Executive , pre-tax earnings shall be entitled to reimbursement for all reasonable relocation costs computed in connection accordance with his relocation to the city where EmployerCompany's corporate headquarters are locatednormal accounting practices in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") consistently applied.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Energy Services Acquisition Corp.)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $390,000 ($185,000“Base Salary”), which amount shall be paid according to the Company's regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee's and the Company's performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the EmployerCompany's regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $330,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than fifty five percent (55%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $650,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than one hundred percent (100%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7, constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that she is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesdetermines to offer. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive the Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")applicable relocation and moving benefits described in Appendix B attached hereto.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los GatosSeattle, California Washington to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Pacific Ethanol, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $260,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement shall be reduced by and subject to withholding for all federal, state, and local taxes and any withholding required by applicable laws and regulations.
(b) The Company may provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion Term of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary Employment based on Executive's performance of his duties the Employee’s and the Employer's other compensation policies. The Compensation Committee mayCompany’s performance, as determined by the Board (or a committee thereof) in its sole discretion. If such a plan is provided, increase (but the Company shall set a target incentive of not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty less than sixty percent (5060%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive salary. Such annual incentive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive the Company’s regular practice for its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall have the right be eligible to participate in any additional all incentive compensation, benefitretirement, pensionsupplemental retirement, stock optionand deferred compensation plans, stock purchasepolicies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board.
(c) Employee agrees that the amounts payable under this Agreement including but not limited to the amount payable under Paragraph 6(a)(l) is good, 401(k) or other plan or arrangement of Employer now or hereafter existing valuable and separate consideration for the benefit non-competition, assignment and release of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.liability provisions
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer8.1 The Employer shall, Employer shall with effect from 1 July 2013, pay to the Executive an annual base salary the Salary at the rate of One Hundred Eighty-Five Thousand Dollars $1,520,000 per annum ($185,000) during or such other sum as may be agreed from time to time). This will be paid in equal monthly instalments in arrears on or about the last working day of the month. The rate of Salary will normally be reviewed annually on 1st October with the first 12-month period that this Agreement is such review expected to be in effectOctober 2014.
8.2 In addition to his Salary, payable the Executive will be eligible to participate in equal semimonthly payments or in accordance with such of the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier following incentive schemes as exist from time to time for senior executives of the Group, subject always to their respective rules:
(a) Diageo Annual Incentive Plan;
(b) Diageo Senior Executive Share Option Plan; and/or
(c) Diageo Performance Share Plan (The PSP Plan). The Executive’s participation in and level of any award under such plans and schemes is at the discretion of the Compensation Committee Board. If a payment is made or an award is granted under such plan and/or schemes in any one year, this shall not give rise to a contractual entitlement to a payment or award in future years. Any awards granted under these plans will be subject to the terms and conditions of the Board, but not less frequently than annuallyappropriate plan from time to time. Further, the Compensation Committee Board may at its discretion reduce the Executive’s participation in the incentive schemes at (b) and (c) above in the event that he fails to satisfy the minimum shareholding requirement (based on his salary and length of service) applicable to him which will be notified to him from time to time.
8.3 The Salary shall perform be inclusive of any fees to which the Executive may be entitled as a review director of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesCompany or any Group Company. The Compensation Committee mayExecutive agrees to pay forthwith to the Company or procure that the Company is paid all such fees received by him.
8.4 Payment of the Salary to the Executive shall be made either by the Employer or by a Group Company and, if by more than one company, in its sole discretion, increase (but not decrease) such proportions as the Salary following such reviewBoard may from time to time think fit.
2.2 In addition, Executive 8.5 The Employer shall be entitled to receive a cash bonus not deduct from any sum due to exceed fifty percent (50%) the Executive under the terms of his base salary to be paid based upon performance criteria to be established this Agreement any monies which are owed by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")Executive to the Employer.
2.3 Upon 8.6 All payments described in this Agreement are gross amounts. All payments and benefits described in this Agreement will be subject to deductions of appropriate taxes and social contributions before payment is made to the Executive's furnishing .
8.7 All payments and/or benefits payable to Employer customary the Executive are subject to and reasonable documentary support conditional upon: (such as receipts i) the terms of applicable law, regulation and governance codes that regulate or paid billsgovern executive pay from time to time; and (ii) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character consent of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion shareholders of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have Company (together “Remuneration Governance”). The Company reserves the right to participate in amend, reduce, hold back, defer, claw back and alter the structure of any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday payments and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation benefits payable to the city where Employer's corporate headquarters are locatedExecutive in order to comply with Remuneration Governance.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Service Agreement (Diageo PLC)
Compensation and Benefits. 2.1 As (a) The Executive shall receive regular compensation for his services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") at the initial rate per annum of One Hundred EightyTwenty-Five Thousand Dollars ($185,000125,000.00) during for the first 12-month period that this Agreement is in effect, Initial Term. The Base Salary shall be payable in equal semimonthly payments or arrears less the usual payroll deductions at the same times and in accordance with the Employer's regular payroll policy same manner as salaries paid to other employees of the Company. The Base Salary shall be reviewed annually during each January of the Term for possible increase including participation in any wage increases applicable generally to salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee Company; provided, however, that the Base Salary shall increase by a minimum of five percent (5%) in January 1999.
(b) In addition to the Board, but not less frequently than annuallyBase Salary, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") at such times and in such amounts as may be determined pursuant to the Bonus Plan for Executives of subsidiaries of Bacou USA, Inc., as in effect for the applicable year and applied with regard to the operating results of the Howard Leight Industries division of the Company. There is attached xx xxxx Xxxxxment a cash bonus copy of such Bonus Plan as applicable for fiscal years 1998 and 1999. The maximum possible Incentive Compensation payable per annum under this Agreement shall not to exceed fifty sixty percent (5060%) of his base salary the amount of Base Salary paid to Executive in the fiscal year for which such Incentive Compensation is determined. Executive acknowledges that, by agreeing to participate in the Bonus Plan for subsidiaries of Bacou USA, Inc., he thereby waives any rights to participate in any other incentive compensation plan of the Company.
(c) Incentive Compensation shall be paid based upon performance criteria to be established by Company for the prior fiscal year within ten (10) days after a decision is made by the Board of Directors of Employer on an Bacou USA, Inc. as to the amount of such Incentive Compensation, but in any event no later than the earlier of the annual basis ("INCENTIVE BONUS")meeting of the Board of Directors or March 31.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for Company at levels to be determined by the medical Board of Directors of Bacou USA, Inc. in their sole discretion.
(including hospitalization), dental, life e) In connection with the execution of this Agreement as a signing bonus and disability insurance plans, subject to the extent offered by Employerexecution of the Stock Option Notice and Agreement attached hereto as Exhibit A, Executive shall receive $200,000 upon execution of this Agreement and be granted option to purchase 5,000 shares of common stock of Bacou USA, Inc. at $17 per share.
(f) The Executive shall be entitled to participate in all savings, retirement or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and in amounts consistent with the Employer's policy, for other senior executive officers fringe benefit programs generally available to executives of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid Company in accordance with Employer's policyand subject to the terms and conditions of such programs.
2.5 (g) In addition, the Executive shall be entitled to receive the following benefits:
(i) The Executive shall have the right use of a company car, subject to participate in the written Automobile Policy of Bacou USA, Inc.; provided, however, that for any additional compensationperiod of time Executive elects to continue using his own automobile, benefitthe Company shall pay him a car allowance of $550 per month plus the costs of gas, pensionmaintenance, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerrepairs and insurance.
2.6 (ii) The Executive shall be entitled to vacation (but in no event less than three (3) weeks per year)pursuant to the written Bacou USA, holiday Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for both the Executive and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by Company. To the Board. extent the Executive shall be entitled to accrue vacation time for one year. If he does not take all vacation days the accrued vacation during the next year, he shall remaining days will be carried forward for an unlimited period or be paid to the Executive at the level of his Base Salary valid for the unused fiscal year in which vacation at his Salary rate then in effectdays are not taken.
2.7 (iii) When traveling on Company business, the Executive shall will be entitled provided coach-class airfare on domestic trips; business class airfare will be provided on international trips.
(iv) The Executive is authorized to reimbursement for all incur reasonable costs, including air travel, car rental and temporary housing, incurred expenses in connection with commuting and for the promotion of the business of Company, including expenses for meals and lodging (regular hotel room, no suites), entertainment, and similar items as required from Los Gatos, California time to Employertime by the Executive's corporate headquarters for such period of time as mutually agreed between duties. Company shall reimburse the Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection such expenses upon the presentation of an account therefor, together with his relocation to the city where Employer's corporate headquarters are locatedappropriate supporting documentation.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Bacou Usa Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive Employee an annual base salary of One Hundred Eightynot less than $300,000 (“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Employee. The Company will provide a one-Five Thousand Dollars time signing bonus in the amount of $100,000, due within 10 days of the effective date of this agreement. All payments made pursuant to this Agreement shall be reduced by and subject to withholding for all federal, state, and local taxes and any withholding required by applicable laws and regulations.
($185,000b) The Company may provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion Term of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary Employment based on Executive's performance of his duties the Employee’s and the Employer's other compensation policies. The Compensation Committee mayCompany’s performance, as determined by the Board (or a committee thereof) in its sole discretion. If such a plan is provided, increase (but the Company shall set a target incentive of not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty less than sixty percent (5060%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive salary. Such annual incentive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive the Company’s regular practice for its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall have the right be eligible to participate in any additional all incentive compensation, benefitretirement, pensionsupplemental retirement, stock optionand deferred compensation plans, stock purchasepolicies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board.
(c) Employee agrees that the amounts payable under this Agreement including but not limited to the amount payable under Paragraph 6(a)(l) is good, 401(k) or other plan or arrangement of Employer now or hereafter existing valuable and separate consideration for the benefit non-competition, assignment and release of other senior executive officers liability provisions contained herein. Employee acknowledges that he is aware of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion the effect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable under this Agreement including but not limited to Executive's position with Employerthe amount payable under Paragraph 6(a)(l) is sufficient consideration for his agreement to these provisions.
2.6 Executive (d) In addition to the compensation called for in this Agreement, Employee shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday any and all benefits and perquisites generally provided from time to time to other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive similarly situated officers of Employer or as otherwise approved well as the benefits and prerequisites attached hereto as Exhibit “A” and incorporated herein by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectthis reference.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As In consideration for entering into this Agreement and as full compensation for his services to Employerduring the Term, Employer the Employee shall pay to Executive an annual receive the following compensation and benefits:
a. The Employee shall receive a base salary computed at the rate of One Hundred Eighty-Five Thousand Dollars at least ______ per calendar year ($185,000) during the first 12-month period that this Agreement is "Base Salary"), paid in effect, payable in equal semimonthly payments or installments in accordance with the Employer's regular payroll policy normal payment schedule for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Boardexecutive employees, but not less frequently than bimonthly. The Employee's performance will be reviewed from time to time during the Term, but at least annually. Based upon the Employee's performance, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee Board may, in its sole sole, absolute discretion, increase (but not decrease) the Salary following such reviewEmployee's Base Salary.
2.2 b. In additionaddition to the Base Salary described above, Executive the Employee shall be eligible to receive an annual bonus of an amount up to __ percent of the Employee's Base Salary at the time the bonus is computed (the "Bonus"). The Bonus will be computed on the Employer's financial and other results and the overall performance of the Employee as determined in the sole absolute discretion of the Board. The Bonus shall be paid, if at all, in the year following the year in which it is earned.
c. In addition to the remuneration set forth in paragraphs 3(a) and (b), above, the Employee shall be entitled to receive the following benefits: (i) four (4) weeks of paid vacation per calendar year, pro rated for part of any calendar year worked during the Term, to be taken at a cash bonus not time or times to exceed fifty percent be mutually agreed by the Employer and the Employee; (50%ii) participation as of the Effective Date for the Employee and, at his option, his spouse and children, in the medical and hospitalization insurance plans (including their dental and pharmaceutical components) of his the Employer, subject to deductibles, stop losses and Employee contributions to cost as are required for other executive employees of the Employer, all as are in effect from time to time during the Term; (iii) participation as of the Effective Date, at no cost to the Employee, in the Employer's life insurance program, such insurance to be equal to the Employee's base salary plus, at the Employee's option, additional amounts of life insurance equal to be paid based upon performance criteria one or two times such base salary, as well as participation in the Employer's long-term disability insurance program, such additional life insurance and long-term disability insurance being subject to be established by the Board Employee's contribution to cost as required for other of Directors of Employer on an annual basis the Employer's executive employees, all as are in effect from time to time during the Term; (iv) participation in the Employer's Supplemental Executive Retirement Plan ("INCENTIVE BONUSSERP").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as the provisions of the form of SERP Agreement attached to this Agreement is as Exhibit A (which the Employer and Employee acknowledge has been signed by them both in effect, Executive shall be entitled to participate such form); (v) participation in the medical Anchor Advanced Products, Inc. Employee Savings Plan, (including hospitalization)vi) use of a company-leased car; (vii) participation in the Anchor Holdings, dentalInc. Time Accelerated Restricted Stock Option Plan; (viii) compensation under the November 18, life and disability insurance plans, to 1994 Supplemental Compensation Agreement (which the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums Employee acknowledge has been signed by them both in such form); (ix) reimbursement for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday documented reasonable travel and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, expenses incurred in connection with commuting from Los Gatos, California to Employerthe Employee's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of services under this Agreement.
2.8 Executive shall be entitled ; (x) reimbursement of annual dues to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")Club Le Conte, Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant or other similar privxxx xxxxng establishment, and to a restricted stock or restricted stock unit award under country club in the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the firstKnoxville, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.Tennessee area; and
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) Starting June 1, 2005, the Employer shall pay to the Executive an initial annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during 117,000.00, plus yearly medical insurance premiums on the first 12-month period same basis as other employees are paid as determined by the Board. On the date that this Agreement is in effectthe Company breaks escrow on its initial offering for the formation of the Bank, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy annual base salary will be increased to $135,000.00. Prior to the date the Bank opens for salaried employees business to the public (the "SALARY"“Opening Date”). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to will be paid based upon performance criteria to be established by monthly. Following the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in Opening Date, the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to salary will be paid in accordance with Employer's policythe Bank’s standard payroll procedures. The Board (or an appropriate committee of the Board) shall review the Executive’s performance and salary at least annually and may increase the Executive’s base salary if it determines in its sole discretion that an additional increase is appropriate.
2.5 (b) The Executive shall have the right to participate in the Bank’s long-term equity incentive program and be eligible for the grant of stock options, restricted stock, and other awards thereunder or under any additional compensationsimilar plan as and when such plan is adopted by the Company. As soon as an appropriate stock option plan is adopted by the Board, benefitthe Company shall grant to the Executive an option to purchase a number of shares of Common Stock equal to 2% of the number of shares sold in the offering. The award agreement for the stock option shall provide that one-fifth of the shares subject to the option will vest on each of the first five anniversaries of the Opening Date, pensionbut only if the Executive remains employed by the Company or one of its subsidiaries on such date, and shall contain other customary terms and conditions. Nothing herein shall be deemed to preclude the granting to the Executive of warrants or options under a director option plan in addition to the options granted hereunder. The exercise price of the options will be equal to the fair market value of the stock optionon the date of grant.
(c) The Executive shall participate in all retirement, stock purchasehealth, 401(k) welfare and other benefit plans or other plan or arrangement programs of the Employer now or hereafter existing for applicable generally to employees of the benefit Employer or to a class of other employees that includes senior executive officers executives of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with the Employer.
2.6 (d) The Employer shall provide the Executive with a term life insurance policy providing for death benefits totaling $500,000 payable to the Executive’s spouse and heirs and $1,000,000 payable to the Employer, and the Executive shall cooperate with the Employer in the securing and maintenance of such policy. If Executive is taxed by state or federal authorities with respect to Employer’s payment of the key man life insurance policy, Executive’s compensation payable hereunder shall be entitled increased, on a tax gross-up basis, so as to vacation reimburse the Executive for the additional tax payable by the Executive as a result of Employer’s payment of the key man life insurance premiums taking into account all taxes payable by the Executive with respect to such tax gross-up payments hereunder, so that the Executive shall be, after payment of all taxes, in the same financial position as if no taxes with respect to the key man life insurance policy had been imposed upon him. The Employer shall require and pay the cost of an annual physical for the Executive.
(but in no event less than three (3e) weeks The Employer shall provide the Executive with an automobile either owned or leased by the Company or the Bank of a make and model appropriate to the Executive’s status. The monthly payment of this automobile shall not exceed $450.00 per year)month. Insurance, holiday taxes and other related automobile expenses shall also be paid or unpaid leaves by the Bank. Until the Employer provides this automobile, the Employer will reimburse the Executive for the use of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved his personal automobile at the IRS legal mileage rate.
(f) In addition, at a time deemed appropriate by the Board. , the Employer shall obtain a membership in and pay the initiation fee (not to exceed $1,000/year) for and the dues pertaining to an area country club and shall designate the Executive as the authorized user of such membership for so long as the Executive remains the President or Chief Executive Officer of the Employer and this Agreement remains in force.
(g) The Employer shall reimburse the Executive for reasonable travel and other expenses, including cell phone expenses related to the Executive’s duties which are incurred and accounted for in accordance with the normal practices of the Employer.
(h) The Employer shall provide the Executive with four weeks’ paid vacation per year, which shall be entitled to accrue taken in accordance with any banking rules or regulations governing vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectleave.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) Executive shall pay to Executive an annual receive a base salary of One Hundred Eighty-Five Thousand Dollars $162,500 per annum. The base salary shall be paid monthly. The Company's Board ($185,000or its compensation committee) shall review the Executive's salary at least annually and may increase the Executive's base salary if it determines in its sole discretion that an increase is appropriate. The Company or The Bank shall also pay to the Executive Directors' fees for serving on the various Boards of Directors of the Company, The Bank or any branches of The Bank or any other subsidiaries of the Company or The Bank. In addition, the Company's Board of Directors shall annually consider the Executive's performance and determine if a bonus is appropriate.
(b) The Executive shall participate in all retirement, welfare, deferred compensation, life and health insurance and other benefit plans or programs of the Company now or hereafter applicable to the Executive or applicable generally to employees of the Company or to a class of employees that includes senior executives of the Company. In any period during the first 12Term that the Executive is subject to a Disability, and during the 180-month day period of physical or mental infirmity leading up to the Executive's Disability, the amount of the Executive's compensation provided under this Section 3 shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Company or any of its subsidiaries.
(c) The Company shall provide to the Executive an automobile owned or leased by the Company of a make and model appropriate to the Executive's status or, in lieu thereof, shall provide the Executive with an annual allowance of not less than $15,000 to partially cover the cost of the business use of an automobile owned or leased by the Executive.
(d) The Company shall reimburse the Executive's reasonable expenses for initiation fees, dues and capital assessments for athletic, country and dining club memberships held by the Executive; provided, however, that this Agreement is if the Executive during the term of his employment with the Company ceases his membership in effectany such clubs and any bonds or other capital payments made by the Company are repaid to the Executive, payable in equal semimonthly the Executive shall pay over such payments or to the Company.
(e) The Company shall reimburse the Executive for travel, seminar and other expenses related to the Executive's duties which are incurred and accounted for in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion historic practices of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewCompany.
2.2 In addition, (f) Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) three weeks of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Banc Corp)
Compensation and Benefits. 2.1 As compensation for his services Subject to Employerall the other terms of this Agreement, in connection with Employee's performance of the Services, Employer shall:
a) Commencing on the Effective Date, pay Employee's salary by check or direct deposit twice per month in equal installments in accordance with Employer's regular salary payment schedule, which shall pay be paid at the rate of $14,583.33 semi-monthly (which equates to Executive an annual base salary annualized amount of One Hundred Eighty$350,000) before deductions made at Employee's request, if any, and for deductions required by federal, state and local law.
b) Grant Employee a one-Five Thousand Dollars time grant of 200,000 restricted shares ($185,000"Restricted Shares") during of the first 12-month period that Company's Common Stock out of the Company's 2010 Employee, Director and Consultant Equity Incentive Plan (the "2010 Plan") on the date this Agreement is in effect, payable in equal semimonthly payments signed by Employee and Employer and approved by a majority of the disinterested Board of Directors of the Company or in accordance with the Compensation Committee. All such Restricted Shares shall be granted pursuant to the terms and conditions of the 2010 Plan and Employer's regular payroll policy form Restricted Stock Grant Agreement at a per share purchase price of $0.01 and with no Company Lapsing Forfeiture Right (as such term is defined in the 2010 Plan i.e. fully vested) once granted.
c) Subject to the approval by a majority of the disinterested Board of Director of the Company or the Compensation Committee, periodically and on a case-by-case basis, Employer may pay Employee discretionary cash bonuses, Restricted Shares and/or stock options in such amounts and subject to such vesting schedule as determined by a majority of the disinterested Board of Director of the Company or the Compensation Committee in its sole and absolute discretion.
d) Reimburse Employee for salaried housing and automobile related expenses pursuant to Employer's accountable plan in an amount not to exceed five thousand dollars ($5,000) per month.
e) Grant Employee the option to participate in the benefit plans offered by Employer to all of its employees from time to time, including without limitation, insurance plans, 401(k) and other savings plans, short and long term disability insurance, Section 125 (the "SALARY"). Thereaftercafeteria) and similar pre-tax expense plans, or earlier holidays, PTO- Personal Time Off, etc., which may be amended from time to time in the discretion Employer's discretion.
f) Participate in health insurance for Employee and Employee's dependents, and such other benefits as Employer shall determine to provide to all of the Compensation Committee of the Boardits employees from time to time.
g) Reimburse Employee for all reasonable travel, but not less frequently than annuallymeals, the Compensation Committee lodging, communications, entertainment and other business expenses incurred by Employee in connection with Employee's employment.
h) Grant Employee four (4) weeks vacation with pay for each twelve-month period, to be taken at times agreed with Employer. Unused vacation shall perform a review of the Executive's Salary based on Executive's performance of his duties and accrue according to the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's accrued vacation policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive as may be amended from time to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policytime.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual Employee’s base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectTerm shall be $400,000.00 per annum, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time subject to time in increase at the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase Employer (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization“Base Salary”), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to which shall be paid in accordance with Employer's policy’s standard payroll practice. In addition to the Base Salary, Employee shall be eligible to receive a target bonus (a “Bonus”) in each calendar year during the Term, payable in accordance with and pursuant to Employer’s then current bonus plan. For the 2022 bonus year, the target bonus for Employee will be equal to 90% of the Base Salary and shall be subject to such terms and conditions as are established generally by Employer. Such factors may include, but is not limited to, the achievement by Employer of certain performance objectives and the company’s achievement of certain key performance indicators established by the board of directors from time to time. Any bonus payment is further subject to the policies set forth from time to time by Employer relating to bonuses.
2.2 During the Term, Employee shall be eligible to receive annual awards under the terms of the Crestwood Equity Partners LP Long Term Incentive Plan and any successor plan thereto. For the 2023 grant cycle, the Employee shall receive an award of restricted and performance units, with an aggregate target equity grant level for Employee equal to 240% of Base Salary. These restricted units shall be subject to such terms and conditions as are established by Employer from time to time. Equity awards granted to Employee under the foregoing plan shall include provisions that provide for accelerated vesting in the event of a Change in Control, upon termination of Employee’s employment by Employer without Cause, or upon Employee’s resignation with Employee Cause (for purposes of this Section 2.2 only, each of “Change in Control,” “Cause” and “Employee Cause” to be as such terms are defined in the respective award agreements).
2.3 During the Term, Employer shall pay or reimburse Employee for all reasonable and customary business expenses actually incurred by Employee during the Term in the course of Employee’s employment; provided that such expenses are incurred and accounted for in accordance with Employer’s applicable policies and procedures. Employer shall provide to Employee officer/director liability insurance coverage to cover any claims that may be made arising from Employee’s past, present, or future activities on behalf of Employer or any Related Entity, in the same manner and of the same kind as such insurance is provided to the other officers and directors of Employer.
2.4 During the Term, Employer shall furnish Employee with such fringe benefit programs that are maintained by Employer and that are made available to Employer’s management generally, under the same terms as those provided to Employer’s management generally. Employee shall bear any tax effects or obligations stemming from any such policies and programs or their amounts.
2.5 Executive Employee acknowledges that Employee shall have the right to participate no vested rights under or in respect of Employee’s participation in any additional compensationemployee benefit program, benefitplan, pensionor coverage except as expressly provided under the terms thereof. Notwithstanding anything in this Agreement, stock optionit is specifically understood and agreed that Employer shall not be obligated to institute, stock purchasemaintain, 401(k) or other plan refrain from changing, amending, or arrangement discontinuing any employee benefit program, plan, or coverage applicable to Employee, so long as any such actions or inactions in this regard by Employer are similarly applicable to covered executive employees of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employergenerally.
2.6 Executive Employee shall be entitled to 4 weeks of paid vacation (but per calendar year, to be provided in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent accordance with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall ’s standard policy and to be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation taken at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive by Employee and Employer and, in any event, for a period of not less than six (6) months from the date of this AgreementEmployer.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Crestwood Equity Partners LP)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $325,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that she is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As (a) The Executive shall receive regular compensation for his services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") at the initial rate of One Hundred Eighty-Five Ninety Thousand Dollars ($185,000190,000.00) per annum during the first 12-month period that this Agreement is in effect, Initial Term. The Base Salary shall be payable in equal semimonthly payments or arrears less the usual payroll deductions at the same times and in accordance with the Employer's regular payroll policy for same manner as salaries paid to other employees of the Company. The Executive shall participate in any wage increases applicable generally to salaried employees of Company. The Base Salary prevailing at any time shall be reviewed annually for a possible increase beginning in January 1999.
(b) In addition to the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annuallyBase Salary, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") at such times and in such amounts as may be determined pursuant to the Bonus Plan for Executives of subsidiaries of Bacou USA, Inc., as in effect for the applicable year (the "Company Plan"; a cash bonus not copy of the Company Plan for 1998 and 1999 is attached to exceed fifty percent this Agreement as Exhibit B), provided, however, that for 1998 the Executive shall be entitled to Incentive Compensation equal to the greater of the following two amounts:
(50%i) The amount determined pursuant to the Company Plan; or
(ii) $30,000. Executive acknowledges that, by agreeing to participate in the Company Plan he thereby waives any rights to participate in any other incentive compensation plan of his base salary to the Company.
(c) Incentive Compensation shall be paid based upon performance criteria to be established by Company for the prior fiscal year within ten (10) days after a decision is made by the Board of Directors of Employer on an Company as to the amount of such Incentive Compensation, but in any event no later than the earlier of the annual basis ("INCENTIVE BONUS")meeting of the Board of Directors of Company or March 31.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, The Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall which Bacou USA, Inc. may adopt for Company at levels to be developed determined by the Board of Directors of Company in relative proportion their sole discretion. In connection with the execution of this Agreement and subject to Executive's position with Employer.
2.6 the execution of an Option Agreement in the standard form utilized by Bacou, Executive shall be entitled granted options to vacation purchase fifteen thousand (but in no event less than three (315,000) weeks shares of common stock of Bacou USA, Inc. at a per year)share price equal to the closing price on the Nasdaq national market system on June 30, holiday 1998, subject to vesting 20% on December 31, 1998 and other paid or unpaid leaves 20% each on the first through fourth anniversaries of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 (e) The Executive shall be entitled to reimbursement participate in all savings, thrift, retirement or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and other fringe benefit programs generally available to senior executives of Company in accordance with and subject to the terms and conditions of such programs.
(f) In addition, the Executive shall be entitled to receive the following benefits:
(i) The Executive shall have the use of a company car, subject to the Automobile Policy of Bacou USA, Inc.
(ii) The Executive shall be entitled to vacation pursuant to the Bacou USA, Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for both the Executive and Company. To the extent the Executive does not take all vacation days the remaining days will be carried forward for an unlimited period or be paid to the Executive at the level of his Base Salary valid for the fiscal year in which vacation days are not taken.
(iii) When traveling on Company business, the Executive will be provided coach-class airfare on domestic trips; business class airfare will be provided on international trips.
(iv) The Executive is authorized to incur reasonable relocation costs expenses in connection with his relocation and for the promotion of the business of Company, including expenses for meals and lodging (regular hotel room, no suites), entertainment, and similar items as required from time to time by the city where EmployerExecutive's corporate headquarters are locatedduties. Company shall reimburse the Executive for all such expenses upon the presentation of an account therefor, together with appropriate supporting documentation.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (v) The Executive will receive relocation assistance in accordance with the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately terms and as to an additional 10,125 shares on each conditions of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.Relocation Assistance Agreement attached hereto as Exhibit A.
Appears in 1 contract
Samples: Employment Agreement (Bacou Usa Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, (a) Employer shall pay to Executive an annual Employee as compensation for all services rendered by Employee a base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 425,000 per year during the first 12-month period that this Agreement is in effectInitial Term, or such other sums as the parties may mutually agree on from time to time, payable in equal semimonthly payments or in accordance with the Employer's ’s regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier practices as in effect from time to time in the discretion with respect to all office employees of the Compensation Committee of the BoardEmployer, but not no less frequently than annuallymonthly (“Base Salary”). The Board or, if the same is established, the Compensation Committee shall perform a review human resources or compensation committee of the Executive's Board (the “Compensation Committee”) shall have the right to increase Employee’s Base Salary based on Executive's performance of his duties from time to time, and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive an annual or more frequent review thereof as determined by the Board, with the first such review to occur in the first calendar quarter of Employer’s 2018 fiscal year. Such increased Base Salary then shall become Employee’s “Base Salary” for purposes of this Agreement.
(b) The Board or Compensation Committee, in its good faith discretion, reasonably exercised, may, with respect to any year during the term hereof, award an incentive opportunity bonus or bonuses to Employee; provided, however, that Employer shall annually provide Employee with a cash bonus not short-term incentive plan (the “STIP”) to exceed fifty be determined by the Board or the Compensation Committee. Employee’s target payment under the STIP (the “Target STIP”) shall be seventy-five percent (5075%) of his base salary to Base Salary, and Employee’s maximum payment under the STIP shall be paid based upon performance criteria to one hundred sixty eight and seventy-five hundredths percent (168.75%) of Base Salary, or such other amounts as may be established approved by the Board or the Compensation Committee. The STIP shall be on the terms and conditions as determined by the Compensation Committee and established by written summary delivered to Employee no later than March 15 of Directors the applicable year(s). The compensation provided for in this Section 3(b) shall be in addition to any pension, 401(k), or profit sharing payments set aside or allocated for the benefit of Employer on an annual basis ("INCENTIVE BONUS")Employee in either a tax qualified plan or otherwise.
2.3 Upon Executive's furnishing to (c) Employer customary and shall reimburse Employee for all reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him Employee in the performance of his services and duties hereunder (includingunder this Agreement, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal ’s expense reimbursement policy; provided, however, that Employee must furnish to Employer an itemized account, in form satisfactory to Employer, in substantiation of such expenditures.
2.4 As long as this Agreement is in effect, Executive (d) Employee shall be entitled to participate in such fringe benefits including, but not limited to, life, medical, disability, and family insurance benefits as may be provided from time to time by Employer to other senior officers of Employer and on an economic basis consistent with past practices and policies of Employer.
(e) To the medical (including hospitalization), dental, life extent permitted by applicable law and disability insurance terms of the benefit plans, Employer shall include in Employee’s credited service, in any case where credited service is relevant in determining eligibility for or benefits under any employee benefits plan, Employee’s service for any parent, subsidiary or affiliate of Employer or for any entity acquired by, or other predecessor of, Employer.
(f) Employer shall provide Employee with either (i) an Employer-leased vehicle, all costs (gas, insurance, maintenance, etc.) paid, or (ii) an auto allowance and a mobile telephone allowance during the term of the Agreement, as may be provided from time to the extent offered time by Employer, Employer to other senior officers of Employer and in amounts on an economic basis consistent with the Employer's policy, for other senior executive officers past practices and policies of Employer, with premiums .
(g) The amount of expenses eligible for all such insurance reimbursement or in-kind benefits provided during a calendar year may not affect the expenses eligible for Executive reimbursement to be paid by Employer and all provided in any other calendar year. Reimbursement of eligible expenses will be made on or a portion before the last day of the premiums for Executive's dependants to be paid calendar year following the calendar year in accordance with Employer's policy.
2.5 Executive shall have which the expense was incurred and the right to participate in any additional compensation, reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $910,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than one hundred percent (100%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement, and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 200,000 during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's ’s regular payroll policy for salaried employees (the "SALARY"“Salary”). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's ’s Salary based on Executive's ’s performance of his duties and the Employer's ’s other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty thirty-five percent (5035%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS"“Incentive Bonus”).
2.3 Upon Executive's ’s furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's ’s normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's ’s policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's ’s policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's ’s participation in Employer's ’s stock option plan shall be developed in relative proportion to Executive's ’s position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's ’s normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from On the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")Effective Date, Executive shall be issued options to purchase an aggregate of 54,000 266,000 shares of Employer's ’s common stock pursuant to a restricted stock or restricted stock unit award under the Plan that an Employer’s 2007 Share Incentive Plan. The options will vest as follows: (i) options to 13,500 purchase 88,666 shares immediately and as to an additional 10,125 shares shall vest on each the first anniversary of the first, second, third and fourth anniversaries Effective Date; (ii) options to purchase 88,666 shares will vest on the second anniversary of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlEffective Date; and (iii) 88,668 shares will vest on the third anniversary of the Effective Date.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 223,000 during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in At the discretion end of the Compensation Committee first twelve months of employment the Board, but not less frequently than annuallyExecutive shall receive an increase to his annual base salary of 10% from $223,00 to $245,300. In the years thereafter, the Compensation Committee (the "COMPENSATION COMMITTEE") of the Board of Directors of Employer (the "BOARD") shall perform a an annual review of the Executive's Salary based on a review of Executive's performance of his duties prepared by Employer's President and the Chief Executive Officer and Employer's other compensation policies. The Compensation Committee may, in at its sole discretion, increase (but not decrease) the Salary following such reviewat any time, and from time to time, after the first 12-month period that this Agreement is in effect.
2.2 In addition, Executive shall be entitled eligible for Additional Cash Compensation in the total amount of up to receive a cash bonus not to exceed fifty percent (50%) $20,000 during the first year of his base salary to employment. If earned, the Additional Cash Compensation would be paid payable in 6-month increments of $10,000. The Additional Cash Compensation shall be earned and awarded based solely upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")CEO's determination, in his absolute discretion, whether Executive met mutually agreed upon objectives for each 6-month period.
2.3 Executive shall be eligible for an Incentive Bonus, payable no later than the date Employer's Form 10-K for the previous fiscal year is filed with the Securities and Exchange Commission, based on criteria determined by the Compensation Committee, at its sole discretion; provided, however, that Executive shall not be eligible for an Incentive Bonus for fiscal years 2007 and 2008. Executive be eligible for a partial bonus in 2008 based solely upon the CEO's determination in his absolute discretion.
2.4 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long 2.5 In recognition of Executive's intention to, and Employer's desire that Executive will, participate in 40 hours each year of continuing professional education and certification requirements as this Agreement is in effecta Certified Public Accountant, Employer shall reimburse Executive for up to $5,000 per year for reasonable and properly documented expenses incurred by Executive for such continuing professional education.
2.6 Executive shall be entitled to participate in the medical (including hospitalization), dental, life ) and disability insurance plans, dental to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive and his dependents to be paid by Employer Employer. In lieu of participating in Employer's life and all or a portion long term disability insurance plans, Executive shall be entitled to payment of the premiums for $1,100 per year to be used by Executive to maintain Executive's dependants to be paid in accordance with Employer's policyexiting life and long term disability insurance plans.
2.5 2.7 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 2.8 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As a. Employee shall be paid by Employer as compensation for his services to Employer, Employer shall pay to Executive an for the twelve (12) month period commencing on the date hereof the base annual base salary of One Hundred Eighty-Five Thousand Dollars four hundred and forty thousand dollars ($185,000) during the first 12-month period that this Agreement is in effect440,000), payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy of Employer, less such deductions or amounts to be withheld as shall be required by applicable law and regulations or as elected by Employer for salaried employees any employee benefit plans of Employer. Employee’s base annual salary shall be reviewed on January 1st of each year and adjusted upward annually by not less than five percent (the "SALARY"). Thereafter, or earlier from time to time in the discretion 5%) of the Compensation Committee prior year’s compensation. In addition to the base salary, upon January 1st of the Board, but not less frequently than annually, the Compensation Committee shall perform a review each year of the Executive's Salary based on Executive's performance of his duties and service with the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established payable by the Board of Directors of Employer based on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in Employee’s performance during the performance of his services and duties hereunder (includingprevious calendar year, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive which bonus shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with past practices and/or the Employer's policy, bonus plan in place for other senior similarly situated executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not no less than six $100,000 per year.
b. During the Initial Term, Employee was issued profits interests of Peninsula Gaming Partners, LLC, a Delaware limited liability company (“PGP”), representing 6% of PGP’s outstanding units on a fully diluted basis (the “Granted Units”). Upon any termination of this Agreement or of Employee’s employment with Employer hereunder for any reason, all Granted Units that shall have vested in accordance with their terms shall, upon the request of Employee, and subject to any financing arrangements of Employer or any of its direct and indirect subsidiaries, be redeemed by PGP for cash at the fair market value thereof (as determined below), within ninety (90) months from days of the date of this Agreement.
2.8 Executive such request. For the purpose of determining “fair market value” in connection with any redemption hereunder, “fair market value” shall be determined by the Board of Managers of PGP (the “Board”) in its reasonable discretion, provided, however, that if Employee in good faith disagrees with the determination of the Board and communicates such disagreement in writing to the Board not later than three (3) business days after receipt of such determination, and during the following ten (10) business day period Employee and the Board are unable to mutually agree on a fair market value, Employee shall be entitled to reimbursement select an independent appraiser, reasonably acceptable to Employer to determine such fair market value, which determination shall be final and binding on the parties. If the determination of the independent appraiser selected by the parties differs in an amount greater than 10% of the initial determination of the Board, then the cost of such appraisal shall be borne by Employer, otherwise such cost shall be borne by Employee.
c. To the extent not inconsistent with Employee’s status as a salaried employee under a continuing contract, Employee shall, during the continuation of Employee’s employment by Employer hereunder, be entitled to all benefits accorded executive officers of Employer in accordance with the terms of Employer’s personnel policies, including a deferred compensation plan to be implemented by Employer. At a minimum, benefits shall include health insurance and a life insurance policy from an AM Best A rated company for all the face amount of one million dollars ($1,000,000).
d. Employer shall promptly reimburse Employee for reasonable relocation costs out-of-pocket housing and lodging expenses in Iowa incurred in connection with his relocation the fulfillment of Employee’s obligations to Employer hereunder. Further, Employee shall be entitled to three (3) weeks of paid vacation for each year of the Term.
e. If Employee’s employment hereunder is terminated for any reason, then, promptly after such termination, Employer shall pay to Employee, in addition to any other amounts payable to Employee hereunder, a cash bonus in an amount equal to a total of one hundred eighty thousand dollars ($180,000); provided, however, that as a condition of receiving such payment, Employee will be required to execute a settlement and a general release of claims against Employer in form and substance reasonably satisfactory to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As The Bank shall pay or provide to Executive the following items as compensation for his services to Employer, Employer shall pay to Executive an annual service hereunder:
(i) A base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect225,000 per year, payable in equal semimonthly payments or in accordance with the Employer's regular Bank’s standard payroll policy for salaried employees (the "SALARY"). Thereafterpractices, or earlier which base salary may be increased from time to time by the Bank’s Board of Directors, Compensation Committee, and/or Chief Executive Officer, as applicable pursuant to the Bank’s procedures, in the discretion accordance with normal business practices of the Compensation Committee Bank (the “Base Salary”); and
(ii) Hospitalization insurance (including major medical) in accordance with the Bank’s insurance plans for its executive officers (“Senior Management”) as such plans may be modified from time to time; and
(iii) Reasonable monthly dues for clubs for business entertainment and civic purposes that provide potential business development opportunities, in accordance with the Bank’s policies, subject to the prior approval of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Bank’s Board of Directors and/or the Chief Executive Officer, as applicable pursuant to the Bank’s procedures; and
(iv) The grant, pursuant to a written award agreement (the “Award Agreement”) of Employer on an annual basis 12,500 shares of restricted common stock of the Company, subject to regulatory approvals and maintaining Subchapter S qualifications, including the execution of a related shareholder agreement and elections. Such shares shall be restricted stock subject to a five ("INCENTIVE BONUS")5) year restriction period from the date of hire and the realization of performance goals specified in the Award Agreement, at which time unrestricted ownership will vest with Executive; provided, however, that the five (5) year restriction period will lapse and all such shares of restricted stock shall vest upon the occurrence of a Change in Control.
2.3 Upon Executive's furnishing (v) To the extent consistent with the Company’s general human resources policies, the number of years in which Executive was employed by the employer immediately previous to Employer customary and reasonable documentary support (such as receipts his employment by the Bank will be taken to account when determining the number of years of continuous employment of Executive for the purposes of calculating paid time off. The above-stated terms of compensation shall not be deemed exclusive or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (prevent Executive from receiving any other compensation, including, without limitation, for giftsbonuses and equity incentives, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish provided by the amount, date, place and essential character of Bank and/or the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Company. Executive shall be entitled to participate in all current and future employee benefit plans and arrangements in which the medical (including hospitalization)Senior Management of the Bank is permitted to participate, dentalon such basis as the Bank’s Board of Directors, life and disability insurance plansCompensation Committee and/or the Chief Executive Officer, as applicable pursuant to the extent offered by EmployerBank’s procedures, and determines in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for its discretion. Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any acknowledges that no additional compensation, benefit, pension, stock option, stock purchase, 401(k) compensation or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall benefits will be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved payable by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectCompany hereunder.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Altrust Financial Services Inc)
Compensation and Benefits. 2.1 As full and complete compensation to the Executive for his services to Employer, Employer shall pay to Executive an annual base salary execution and delivery of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectand performance of the services required hereunder, the Company shall pay, grant or provide to the Executive, and the Executive agrees to accept:
(a) (i) a base salary, payable in equal semimonthly payments or in accordance with the Employer's regular Company’s standard payroll policy practices for salaried employees executive officers, of $540,000 per annum (“Base Salary”); (ii) an annual bonus (the "SALARY"). Thereafter“Annual Bonus”) of up to 70% of Base Salary, or earlier from time in accordance with the bonus plan then in effect for executive officers of the Company, as approved by the Signet Remuneration Committee, which Annual Bonus shall be paid within 30 days following the preliminary announcement by Signet of its results for the related fiscal year; (iii) a long-term incentive bonus of up to time 45% of Base Salary, payable in accordance with the long-term incentive plan for executive officers then in effect as approved by the Signet Remuneration Committee (the “Long Term Bonus”) and (iv) option awards, as determined in the sole discretion of the Compensation Committee Signet Remuneration Committee, in accordance with the option plan then in effect as approved by the Signet Remuneration Committee; provided, however, that notwithstanding that (x) this Agreement is dated as of the BoardExecution Date, but not less frequently than annually(y) the Term of Employment hereunder commences on the Execution Date and (z) for the period from April 26, 2002 to the Execution Date the Executive was employed by the Company under the Original Agreement that was terminated by the Executive and the Company as of the Execution Date, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent paid his Base Salary effective as of May 1, 2004 (50%) and in lieu of his any other base salary payable under the Original Agreement for the period from May 1, 2004 to be paid based upon performance criteria the Execution Date); and, provided further, that on or prior to be established by each May 1 of each year (beginning on May 1, 2005), the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon the Company or the Signet Remuneration Committee shall review the amount of the Executive's furnishing to Employer customary and reasonable documentary support (’s Base Salary then in effect and, in the absolute discretion of the Board or such as receipts or paid bills) evidencing costs and expenses incurred by him in committee, the Base Salary may be increased, but not decreased, from such amount, based upon the performance of his services the Executive and duties hereunder other factors as may be considered by the Board or such committee to be relevant from time to time;
(includingb) the payment or reimbursement by the Company for membership dues in the country club in which the Executive is a member on the date hereof (or in a replacement club at comparable cost), without limitation, for gifts, travel the membership therein to be used to further the ordinary and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character necessary business purposes of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.Company;
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), c) medical/dental, long-term disability and life and disability insurance plansbenefits made available generally from time to time by the Company to executive officers that are comparable with, but no less favorable to the extent offered by EmployerExecutive than, and those benefits in amounts consistent with the Employer's policy, for other senior executive officers effect as of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.Agreement with respect to the Executive;
2.8 (d) such deferred compensation benefits as may be made available generally from time to time by the Company to executive officers of the Company upon the authorization and approval of the Signet Remuneration Committee;
(e) A lease by the Company of an automobile having monthly lease payments not to exceed $1,050.00 per month in addition to: (i) the payment or reimbursement by the Company of all of the Executive’s costs for gas, repairs, maintenance and insurance premiums relating to such automobile; (ii) an additional amount (the “Gross-Up Payment”) such that, after reduction for all federal, state and local income taxes, if any, payable by the Executive in respect of the reimbursement or payment by the Company to the Executive of an expense described in this subsection (e) (a “Covered Expense”) and the Gross-Up Payment, the Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation retain an after-tax amount equal to the city where Employer's corporate headquarters are located.amount of such Covered Expense; and (iii) an annual adjustment equal to the percentage change in the Consumer Price Index, All Urban Consumers, published by the Bureau of Labor Statistics of the U.S. Department of Labor during the preceding twelve (12) months, or any successor index published by the U.S. Government (reasonably adjusted from time to time using suitable conversion factors in the event of any change in the base year used to calculate the index); and
2.9 Subject (f) such other perquisites and benefits as may be made available generally from time to stockholder approval time by the Company to executive officers of Employer's 2006 Stock Incentive Plan the Company. For purposes of subsection (e) of this Section 3, the "Plan")federal, state and local income taxes payable by the Executive in respect of a reimbursement or payment by the Company to the Executive of a Covered Expense or Gross-Up Payment shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant determined by taking into account all deductions allowable to a restricted stock the Executive for federal, state or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each local income tax purposes in respect of the first, second, third payment of a Covered Expense and fourth anniversaries of any tax payable on a reimbursement or payment made under this subsection to the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlmaximum extent thereof.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $235,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary Term based on Executive's performance of his duties the Employee’s and the Employer's other compensation policies. The Compensation Committee mayCompany’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, increase the Board (but or a committee thereof) shall set an annual incentive target of not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty less than forty-five percent (5045%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by EmployerBase Salary, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to Annual Incentive shall be paid in accordance with Employer's policy.
2.5 Executive the Company’s regular practice for its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall have the right be eligible to participate in any additional all incentive compensation, benefitretirement, pensionsupplemental retirement, stock optionand deferred compensation plans, stock purchasepolicies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, 401(k) including but not limited to any amounts payable or other plan or arrangement of Employer now or hereafter existing benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the benefit non-competition, assignment and release of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.liability provisions
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer 3.1 The Company shall pay to Executive Employee during the Term of this Agreement an annual base salary, payable semi-monthly. The annual base salary of One will initially be Three Hundred Eighty-Two Thousand Five Thousand Hundred Dollars ($185,000) during 302,500).
3.2 In addition to the first 12-month period that this Agreement is base salary, Employee will be eligible for an annual performance bonus in effect, payable in equal semimonthly payments an exact amount to be determined by the Board of Directors of the Company or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually. The annual bonus will be determined in accordance with the bonus plan of the Company and will be based on objectives and goals set for the Company and the Employee. Employee's annual bonus is initially established at 50% of annual base salary if all objectives and goals are met.
3.3 In addition to salary and bonus payments as provided above, the Compensation Committee Company will provide Employee, during the Term of this Agreement, with the benefits of such insurance plans, hospitalization plans and other perquisites as shall perform a review be generally provided to employees of the Executive's Salary based on Executive's Company at his level and for which Employee may be eligible under the terms and conditions thereof. Employee will also be entitled to all benefits provided under any directors and officers liability insurance or errors and omissions insurance maintained by the Company. Throughout the Term of this Agreement, the Company will provide Employee with a car allowance in the amount of Seven Hundred Dollars ($700) per month.
3.4 Throughout the Term of this Agreement, the Company will reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in connection with the business of the Company and the performance of his duties under this Agreement, upon presentation to the Company by Employee of an itemized accounting of such expenses with reasonable supporting data. At the request of Employee, the Company will during the Term of this Agreement purchase and maintain at the Employer's other compensation policies. The Compensation Committee may, expense of the Company a life insurance policy on the life of the Employee with the beneficiary being the estate of the Employee in its sole discretion, increase an amount equal to two (but not decrease2) times the Salary following such reviewaggregate amount of his annual base salary plus his targeted annual bonus.
2.2 In addition, Executive shall be entitled 3.5 The Company will from time to receive a cash bonus not time provide to exceed fifty percent (50%) of his base salary Employee stock options pursuant to be paid based upon performance criteria and subject to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary terms and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character conditions of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with EmployerCompany's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlPlans.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation (a) For services rendered hereunder by the Executive, the Employer shall compensate and pay Executive for his services to Employer, Employer shall pay to Executive an during the term of this Agreement at a minimum annual gross base salary of One Hundred Eighty-Five Seventy Thousand and No/100 Dollars ($185,000170,000.00) during for the first 12-month period that this Agreement is in effectyear ending December 31, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees 2010 and each year thereafter (the "SALARY"“Base Salary”). Thereafter, or earlier which may be increased from time to time in such amounts as may be determined by the discretion Board.
(b) During the term of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effectAgreement, Executive shall be entitled to participate in and receive the medical (including hospitalization)benefits of any pension or other retirement benefit plan, dental401(k) plan, life profit sharing, stock option, employee stock ownership, incentive compensation, or other plans, benefits and disability insurance plansprivileges given to executive level employees of the Employer, to the extent offered commensurate with his then duties and responsibilities, as fixed by Employerthe Board. The Employer may amend or terminate any such plan in its discretion, and but shall not make any material changes in amounts consistent with such plans, benefits or privileges that would adversely affect the Executive’s rights or benefits thereunder, other than in an across-the-board change of benefits to all senior executives of the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of . The basis on which the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but participate in no event less than three (3) weeks per year), holiday any such plans and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved the benefits to be received by him thereunder shall be governed by the Board. terms of such respective plans and in the event of any conflict between such plans and this Agreement, the terms of such plans shall control.
(c) During the term of this Agreement, the Executive shall be entitled to accrue four (4) weeks of paid vacation, to be taken in accordance with the Employer’s normal and customary vacation time for one yearpolicies. If he does not take The Executive shall also be entitled to all paid holidays to which similarly situated executives and key management employees of the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Employer are entitled. The Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental paid leave due to physical illness in each calendar year to be taken and temporary housing, incurred American Locker Group Incorporated Employment Agreement initial determined in connection accordance with commuting the policies and procedures established from Los Gatos, California time to time by the Employer's corporate headquarters for such period of time as mutually agreed between . The Executive and Employer and, in shall not be entitled to receive any event, for a period of not less than six (6) months additional compensation from the date of this AgreementEmployer for failure to take a vacation, or failure to use “sick days,” nor shall Executive be able to accumulate unused vacation or “sick days,” except to the extent authorized by the Board.
2.8 (d) The Executive shall be entitled to reimbursement the use of that certain 2008 Ford Explorer XLT (VIN#0XXXX00X00XX00000) that is currently leased by the Employer for the remainder of the lease term and all reasonable relocation costs of insurance and maintenance of such vehicle shall be borne by the Employer.
(e) The Employer hereby irrevocably transfers to Executive the laptop computer that Employer has provided to the Executive for use in connection with his relocation employment; provided that, in the event of the termination of the Executive’s employment hereunder, for any reason, the Employer shall be given access to such laptop for the limited purpose of retrieving and deleting information that belongs solely to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As (a) The Executive shall receive regular compensation for his services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") at the initial rate per annum of One Hundred Eighty-Five Ten Thousand Dollars ($185,000110,000.00) during for the first 12-month period that this Agreement is in effect, Initial Term. The Base Salary shall be payable in equal semimonthly payments or arrears less the usual payroll deductions at the same times and in accordance with the Employer's regular payroll policy same manner as salaries paid to other employees of the Company. The Base Salary shall be reviewed annually during each January of the Term for possible increase including participation in any wage increases applicable generally to salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of Company.
(b) In addition to the Board, but not less frequently than annuallyBase Salary, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") at such times and in such amounts as may be determined pursuant to the Bonus Plan for Executives of subsidiaries of Bacou USA, Inc., as in effect for the applicable year and applied with regard to the operating results of the Howard Leight Industries division of the Company. There is attached xx xxxx Xxxxxment a cash bonus copy of such Bonus Plan as applicable for fiscal years 1998 and 1999. The maximum possible Incentive Compensation payable per annum under this Agreement shall not to exceed fifty sixty percent (5060%) of his base salary the amount of Base Salary paid to Executive in the fiscal year for which such Incentive Compensation is determined. Executive acknowledges that, by agreeing to participate in the Bonus Plan for subsidiaries of Bacou USA, Inc., he thereby waives any rights to participate in any other incentive compensation plan of the Company.
(c) Incentive Compensation shall be paid based upon performance criteria to be established by Company for the prior fiscal year within ten (10) days after a decision is made by the Board of Directors of Employer on an Bacou USA, Inc. as to the amount of such Incentive Compensation, but in any event no later than the earlier of the annual basis ("INCENTIVE BONUS")meeting of the Board of Directors or March 31.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for Company at levels to be determined by the medical Board of Directors of Bacou USA, Inc. in their sole discretion.
(including hospitalization), dental, life e) In connection with the execution of this Agreement and disability insurance plans, subject to the extent offered by Employerexecution of the Stock Option Notice and Agreement attached hereto as Exhibit A, Executive shall be granted options to purchase 5,000 shares of common stock of Bacou USA, Inc. at $17 per share.
(f) The Executive shall be entitled to participate in all savings, retirement and long term or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization, holiday, vacation, and in amounts consistent with the Employer's policy, for other senior executive officers fringe benefit programs generally available to executives of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid Company in accordance with Employer's policyand subject to the terms and conditions of such programs.
2.5 (g) In addition, the Executive shall be entitled to receive the following benefits:
(i) The Executive shall have the right use of a company car, subject to participate in the written Automobile Policy of Bacou USA, Inc.; provided, however, that for any additional compensationperiod of time Executive elects to continue using his own automobile, benefitthe Company shall pay him a car allowance of $550 per month plus the costs of gas, pensionmaintenance, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerrepairs and insurance.
2.6 (ii) The Executive shall be entitled to vacation (but in no event less than three (3) weeks per year)pursuant to the written Bacou USA, holiday Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for both the Executive and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by Company. To the Board. extent the Executive shall be entitled to accrue vacation time for one year. If he does not take all vacation days the accrued vacation during the next year, he shall remaining days will be carried forward for an unlimited period or be paid to the Executive at the level of his Base Salary valid for the unused fiscal year in which vacation at his Salary rate then in effectdays are not taken.
2.7 (iii) When traveling on Company business, the Executive shall will be entitled provided coach-class airfare on domestic trips; business class airfare will be provided on international trips.
(iv) The Executive is authorized to reimbursement for all incur reasonable costs, including air travel, car rental and temporary housing, incurred expenses in connection with commuting and for the promotion of the business of Company, including expenses for meals and lodging (regular hotel room, no suites), entertainment, and similar items as required from Los Gatos, California time to Employertime by the Executive's corporate headquarters for such period of time as mutually agreed between duties. Company shall reimburse the Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection such expenses upon the presentation of an account therefor, together with his relocation to the city where Employer's corporate headquarters are locatedappropriate supporting documentation.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Bacou Usa Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to the Executive an annual base salary a fee (the "Fee") of One Hundred Eighty-Five Thousand Dollars $20,834 per month ($185,000) or fraction thereof), payable monthly in advance, during the first 12-month period that this Agreement is in effectInitial Term. In addition, payable in equal semimonthly payments or during the Initial Term, the Executive shall continue to be entitled to such other perquisites (including expense reimbursement and transportation) as are made available to senior executive officers of Sonat in accordance with the EmployerSonat's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion policies and practices prevailing as of the Compensation Committee date of this Agreement. Without limiting the generality of the Boardforegoing, but not less frequently than annuallyduring the Initial Term, the Compensation Executive shall have the use of the corporate aircraft owned by the Company and its subsidiaries, at least one of which shall remain based in Birmingham, Alabama, on the same terms and conditions as he is currently permitted to use corporate aircraft owned by Sonat.
(b) In addition to the other compensation and benefits provided for under this Agreement, during the Initial Term and the Subsequent Term, (i) the Executive shall receive the same compensation and benefits, other than cash director fees, as other non-employee members of the Board and the Executive Committee thereof, and (ii) the Company shall perform a review pay the Executive's country club dues to the same extent and on the same terms and conditions as Sonat currently pays such dues.
(c) The Company shall provide retiree medical coverage to the Executive and his spouse from the Date of Termination and for the remainder of their respective lives, and to the Executive's children so long as they remain eligible, on terms and conditions no less favorable than those in effect under the Company's Retiree Medical Plan for Post-1993 Retirees for individuals who are, as of the Effective Time, receiving or eligible to receive such coverage under such plan. In addition, from the Date of Termination and for the remainder of the Executive's Salary based on life, the Company shall pay all life insurance premiums under Sonat's Executive Life Insurance Program under policy number 902715088U sufficient to maintain such insurance in effect in an amount not less than four times his base pay as in effect immediately before the Date of Termination.
(d) From the Date of Termination and for the remainder of the Executive's performance of his duties life, the Company shall (i) provide the Executive with office space and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary parking space and reasonable documentary appropriate equipment and support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for giftsphones and computer support) 3 and (ii) shall employ, travel and entertainment and cellular telephone expenses) and containing sufficient information shall provide the Executive with the full-time secretarial services of, Sue Xxxxxx, xxs current executive assistant or, if Mrs. Xxxxxx xxxuntarily ceases to establish the amount, date, place and essential character be an employee of the expenditureCompany, Executive with the full-time services of another executive secretary of comparable qualifications employed by the Company and loaned to the Executive. Such office space shall consist of the office suite formerly occupied by John X. Xxxx, Xx., xx the 20th floor of the AmSouth-Sonat Tower, and such parking space shall be reimbursed the parking space currently designated for such costs the Executive, in each case except to the extent otherwise agreed upon by the Executive and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effectthe Company; provided, Executive shall be entitled to participate that, in the medical (including hospitalization)event the Company and its subsidiaries cease to own or lease space in the AmSouth-Sonat Tower, dentalthe Company shall provide other comparable office space and another comparable parking space reasonably acceptable to the Executive. During her employment with the Company pursuant to the foregoing, life and disability insurance plansMrs. Xxxxxx xxxll receive an annual salary at least equal to her present salary, increased as of each anniversary of the Date of Termination to reflect increases as necessary to provide her with increases at least equal, on a percentage basis, to the increases provided to similarly situated executive secretaries of the Company and shall receive the benefits, including retirement benefits with appropriate service credit for her service with Sonat, required by the Merger Agreement for Continuing Company Employees (as defined in the Merger Agreement). In addition, if and to the extent offered by Employerthat the Executive recognizes taxable income as a result of the provision of the space and services set forth above, the Company shall make cash payments to the Executive not later than 10 business days before the date on which the Executive becomes obligated to make any resulting payment of tax (including without limitation federal, state and local income taxes and payments of estimated taxes) sufficient to make the Executive whole, on a net after-tax basis taking into account the tax on such cash payments, for such tax.
(e) The Executive's status during the Initial Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Executive under this Section 4 shall be made or provided without withholding or deduction of any kind, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensationassume sole responsibility for discharging, benefit, pension, stock option, stock purchase, 401(k) all tax or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerobligations associated therewith.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Termination and Consulting Agreement (El Paso Corp/De)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $475,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewdetermines to offer.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer4.01 During the term of employment hereunder, Employer Executive shall pay to Executive an annual be paid a base salary at the rate of One Hundred EightySeventy-Five Thousand Dollars ($185,000175,000) during the first 12-month period that this Agreement is in effectper year (“Base Salary”), payable in equal semimonthly payments or bi-weekly installments in accordance with the Employer's regular payroll policy Company’s established pay periods, reduced by all deductions and withholdings required by law and as otherwise specified by Executive. The Company shall cause the Committee to review Executive’s performance and Base Salary level each calendar year during the Term, commencing, 2007. Executive’s Base Salary may be increased (but not decreased), in the sole discretion of the Board. In the event Executive’s employment shall, for salaried employees (any reason, terminate during the "SALARY"). ThereafterTerm, Executive’s final monthly Base Salary payment shall be made on a pro-rated basis as of the last day of the month in which such employment terminated.
4.02 During the term of employment, in addition to payments of Base Salary set forth above, Executive shall be eligible to participate in any performance-based cash bonus plan for senior executives based upon achievement of goals established with respect to each fiscal year by the Board or earlier from time to time in Committee after reasonable consultation with Executive, but Executive’s participation and performance goals therein shall remain within the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewBoard or Committee.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) 4.03 During the term of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effectemployment, Executive shall be entitled to participate in employee benefit plans, policies, programs, perquisites and arrangements, as the medical (including hospitalization)same may be provided and amended from time to time, dental, life and disability insurance plansthat are provided generally to similarly situated executive employees of the Company, to the extent offered Executive meets the eligibility requirements for any such plan, policy, program, perquisite or arrangement.
4.04 The Company shall reimburse Executive for all reasonable business expenses incurred by EmployerExecutive in carrying out Executive’s duties, services, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Boardresponsibilities under this Agreement. Executive shall be entitled comply with generally applicable policies, practices and procedures of the Company with respect to accrue vacation time reimbursement for, and submission of expense reports, receipts or similar documentation of, such expenses.
4.05 If the Company, based upon an opinion of legal counsel or a judicial determination, determines that Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 is applicable to Executive, to the extent that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, Executive shall reimburse the Company for one year. If he does not take any bonus or other incentive or equity-based compensation received from the accrued vacation Company during the next year, he shall be paid for 12-month period following the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental first public issuance or filing with the Securities and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for Exchange Commission (whichever first occurs) of the financial document embodying such period of time as mutually agreed between Executive financial reporting requirement and Employer and, in any event, for a period of not less than six (6) months profits received from the date sale of the Company’s securities during that 12-month period. In the event Executive fails to make prompt reimbursement of any such amount, the Company may, to the extent permitted by applicable law, deduct the amount required to be reimbursed from Executive’s compensation otherwise due under this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $550,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Executive. All payments made pursuant to this Agreement shall be reduced by and subject to withholding for all federal, state, and local taxes and any withholding required by applicable laws and regulations. The Company agrees that if its ultimate parent converts to a stock company, it will establish and Executive shall participate in such additional compensation plans, subject to regulatory approval, as are reasonable and customary to similarly situated executives in the property and casualty insurance industry.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Executive during the first 12term of employment based on the Executive’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. Such plan shall set a combined Annual and Long Term target incentive of not less than one hundred seventy-month period that this Agreement is in effect, payable in equal semimonthly payments or five percent (175%) of Base Salary. Such Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees (the "SALARY"). Thereafterits senior officers, or earlier as in effect from time to time time. The Board of Directors (or a committee thereof) shall determine the apportionment of the Annual Incentive between Annual and Long Term and cash and non-cash components, if applicable, but in no event shall the cash portion of the Annual Incentive target be less than 25% of Base Salary. To the extent not duplicative of the specific benefits provided herein, the Executive shall be eligible to participate in all incentive compensation, retirement, supplemental retirement, and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Executive has the opportunity to receive and the terms thereof) determined in the sole discretion of the Compensation Committee Board;
(c) Executive agrees that the amounts payable under this Agreement including but not limited to the amount payable under Paragraph 6(a)(1) is good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. Executive acknowledges that he is aware of the Boardeffect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable under this Agreement including but not less frequently than annually, limited to the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of amount payable under Paragraph 6(a)(1) is sufficient consideration for his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewagreement to these provisions.
2.2 (d) In additionaddition to the compensation called for in this Agreement, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer any and all or a portion of benefits and perquisites generally provided from time to time to other similarly situated officers as well as the premiums for Executive's dependants to be paid in accordance with Employer's policybenefits and prerequisites attached hereto as Exhibit “A” and incorporated herein by this reference.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services (a) For all of the service rendered by Executive to Employerthe Company, Employer Executive shall pay to Executive receive an annual base salary of One $400,000 (Four Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectDollars), less all legal withholdings, payable in equal semimonthly payments or reasonable periodic installments in accordance with the Employer's Company’s regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier practices in effect from time to time in the discretion of time. Annual increases to base salary, if any, shall be approved by the Compensation Committee of the BoardCompany’s Board of Directors.
(b) In addition to Executive’s base salary, Executive will be entitled to an annual performance-based bonus. The amount of said bonus will be governed by the terms and conditions of the Annual Executive Bonus Plan approved by the Board of Directors. Said bonus is not guaranteed and is contingent upon the Executive and the Company achieving goals agreed upon by the Executive and the Board of Directors as set forth in the Annual Executive Bonus Plan. For 2001, the target bonus amount at plan will be $200,000 but not less frequently than annuallyis to be prorated for the number of months during the year that Executive is an employee of the Company. Additionally, the bonus plan for 2001 will be negotiated in good faith by Executive and the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance Board of his duties and the Employer's other compensation policiesDirectors. The Company from time to time may pay Executive other additional compensation as the Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company may determine.
2.3 (c) Upon signing this Employment Agreement and as set forth herein, Executive will be granted an option to purchase 1 million shares of stock as an inducement essential to entering into this Agreement. Executive's furnishing to Employer customary ’s option shall be governed by the terms and conditions of the Nonstatutory Stock Option Grant Agreement, attached hereto as Exhibit A which Executive shall execute simultaneously with entering into this Employment Agreement with the Company.
(d) The Company shall pay all reasonable documentary support (such as receipts or paid bills) evidencing costs and moving expenses incurred by him Executive in connection with his employment with the Company and relocation to the Rockville, Maryland area, including closing costs and real estate commissions for the sale of Executive’s current residence located at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx and purchase of his Rockville, Maryland residence, provided Executive is employed by the Company at the time of the particular closing for which he seeks reimbursement. The Company also will reimburse Executive for up to six (6) months’ reasonable rent for an apartment prior to his purchasing a home in the performance Rockville, Maryland area. Executive agrees that, in the event he voluntarily resigns his employment with the Company during the first 12 months of this Agreement (except for resignation due to a material breach of this Agreement by the Company or due to a material reduction in the responsibilities or reporting relationship of Executive, as provided for in Paragraph 11 of the Agreement), he shall repay to the Company within 30 days of his services and duties hereunder (including, without limitation, last date of employment a proportionate share off the relocation expenses paid for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish by the amount, date, place and essential character of the expenditure, Executive Company. Such proportionate share shall be reimbursed equal to the number of months remaining in the first year of this Agreement divided by twelve and multiplied by the total amount of his relocation expenses paid for such costs and expenses in accordance with Employer's normal expense reimbursement policyby the Company.
2.4 As (e) Throughout the term of this Agreement and as long as this Agreement is they are kept in effectforce by the Company, Executive shall be entitled to participate in and receive the medical (including hospitalization)benefits of any health, dentallife, life and disability or accident insurance plans, plans or programs made available to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion similarly-situated Executives of the premiums for Executive's dependants to be paid in accordance with Employer's policyCompany.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k(f) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation twenty-five (but 25) business days paid leave in no event less than three accordance with the Company’s leave plan as in effect from time to time, if any (3for vacation, illness, personal, or otherwise) weeks per year), holiday and other paid or unpaid leaves during each year of absence consistent with Employer's normal policies for other senior executive officers the term of Employer or as otherwise approved by the Board. this Agreement.
(g) Executive shall be entitled to accrue vacation time for one yeartwenty (20) business days “sabbatical” following the completion of each four (4) years of employment with the Company. If he does not take the accrued vacation during the next year, he No portion of his sabbatical shall be earned until Executive completes four years of employment, nor shall any unused portion of this sabbatical be paid for to Executive following termination of employment. This sabbatical must be taken within a finite period of being earned, such period to be in accordance with the unused vacation at his Salary rate then Company’s leave plan as in effect from time to time, if any, or if no such policy is in effect.
2.7 Executive , as shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period determined by the Board of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each Directors of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlCompany.
Appears in 1 contract
Compensation and Benefits. 2.1 2.1. As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that Executive, while this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY")a salary at a monthly rate of $16,667. Thereafter, or earlier from time Any increases to time in such rate shall be at the discretion of the Compensation Committee duly elected by the Board of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesDirectors. The Compensation Committee maysalary shall be payable in equal bi-weekly installments, in its sole discretion, increase (but not decrease) the Salary following subject only to such review.
2.2 payroll and withholding deductions as may be required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. In addition, Executive shall be entitled to receive participate in the Company's Management Incentive Compensation Plan ("MICP) at a cash rate of 50% of base salary. This bonus not will be subject to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established the parameters set forth by the Board Compensation Committee each year and the amount of Directors of Employer on an annual basis ("INCENTIVE BONUS")payment will be determined by such Committee.
2.3 2.2. Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 2.3. As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life Employer will purchase and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums maintain for Executive's dependants benefit a guaranteed renewable term life insurance policy having a death benefit of not less than $1 million. Unless prohibited by any policy or plan under which such insurance is provided, Executive will have the right to be paid purchase at Executive's cost additional coverage under such policy or plan. Employer will not permit, even in accordance with Employer's policythe event of termination of this Agreement for any reason, any such policy to lapse without offering Executive the opportunity to take up the premium payments and continue the policy in force.
2.5 2.4. Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchasemedical and dental insurance plan, 401(k) plan, other benefit, life insurance or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 2.5. Executive shall be entitled to such vacation (but in no event less than three (3) weeks per year), holiday holidays and other paid or unpaid leaves of absence as consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the BoardBoard of Directors.
2.6. Executive shall be entitled agrees to accrue vacation time submit to and Company agrees to pay for one yearcomplete physical examination on an annual basis at the Xxxxxx Clinic (or similar medical clinic) in Dallas, Texas.
2.7. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then As long as this Agreement is in effect.
2.7 Executive shall be entitled to reimbursement , Employer will purchase and maintain for all reasonable costsExecutive's benefit a comprehensive long-term disability insurance policy. Employer will not permit, including air travel, car rental and temporary housing, incurred even in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period the event of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date termination of this Agreementagreement for any reason, any such policy to lapse without offering Executive the opportunity to take up the premium payments and continue the policy in force.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Compucom Systems Inc)
Compensation and Benefits. 2.1 As (a) The Executive shall receive regular compensation for his services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") at the initial rate of One Hundred EightySixty-Five Thousand Dollars ($185,000165,000.00) per annum during the first 12-month period that this Agreement is in effect, Initial Term. The Base Salary shall be payable in equal semimonthly payments or arrears less the usual payroll deductions at the same times and in accordance with the Employer's regular payroll policy for same manner as salaries paid to other employees of the Company. The Executive shall participate in any wage increases applicable generally to salaried employees of Company. The Base Salary prevailing at any time shall be reviewed annually for a possible increase beginning in February 2000.
(b) In addition to the "SALARY"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annuallyBase Salary, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive annual incentive compensation payments ("Incentive Compensation") at such times and in such amounts as may be determined pursuant to the Bonus Plan for Executives of subsidiaries of Bacou USA, Inc., as in effect for the applicable year (the "Company Plan", a cash bonus not copy of which plan for 1998 and 1999 is attached to exceed fifty percent this Agreement as Exhibit A). Notwithstanding the Company Plan, for the year 1999 Executive shall receive Incentive Compensation equal to the greater of (50%i) the amount payable pursuant to the Company Plan, or (ii) an amount paid at the discretion of his base salary the Board of Directors of the Company based on the Company's achievement of certain objectives set forth on Exhibit B hereto. If the Company achieves all of the objectives set forth on Exhibit B, Executive shall receive Incentive Compensation for 1999 of $35,000. If the Company partially achieves the objectives set forth on Exhibit B, the Board of Directors may award Executive Incentive Compensation for 1999 in an amount less than $35,000 but that, in its discretion, fairly reflects the level of achievement of these objectives. The Executive acknowledges that, by agreeing to the terms of this Section 4(b), he thereby waives any rights to participate in any other incentive compensation plan of the Company.
(c) Incentive Compensation shall be paid based upon performance criteria to be established by Company for each fiscal year within ten (10) days after a decision is made by the Board of Directors of Employer on an Company as to the amount of such Incentive Compensation, but in any event no later than the earlier of the annual basis ("INCENTIVE BONUS")meeting of the Board of Directors of the Company or February 28 following the fiscal year for which the Incentive Compensation is paid.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid billsd) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, The Executive shall be entitled to participate in any stock option plan which Bacou USA, Inc. may adopt for Company at levels to be determined by the medical Board of Directors of Company in its sole discretion.
(including e) The Executive shall be entitled to participate in all savings, thrift, retirement or pension, short term and long term disability, health and accident, Blue Cross/Blue Shield, Major Medical or other hospitalization), dentalholiday, life and disability insurance plans, to the extent offered by Employervacation, and in amounts consistent with the Employer's policy, for other fringe benefit programs generally available to senior executive officers executives of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid Company in accordance with Employer's policyand subject to the terms and conditions of such programs.
2.5 (f) In addition, the Executive shall be entitled to receive the following benefits:
(i) The Executive shall have the right use of a company car, subject to participate the Automobile Policy of Bacou USA, Inc., a copy of which is attached to this Agreement as Exhibit C. To the extent that you have a leased or owned vehicle in any additional compensationplace at the beginning of the Initial Term, benefit, pension, stock option, stock purchase, 401(k) we shall pay you the standard amount payable pursuant to the Company's Automobile Policy until such time as the lease expires on such vehicle or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion you are ready to Executive's position with Employerpurchase another vehicle.
2.6 (ii) The Executive shall be entitled to vacation (but in no event less than three (3) weeks per year)pursuant to the Bacou USA, holiday Inc. Executive Vacation Policy. Vacation days will be taken at a time convenient for both the Executive and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by Company. To the Board. extent the Executive shall be entitled to accrue vacation time for one year. If he does not take all vacation days the accrued vacation during the next year, he shall remaining days will be carried forward for an unlimited period or be paid to the Executive at the level of his Base Salary valid for the unused fiscal year in which vacation at his Salary rate then in effectdays are not taken.
2.7 (iii) When traveling on Company business, the Executive shall will be entitled provided coach-class airfare on domestic trips; business class airfare will be provided on international trips.
(iv) The Executive is authorized to reimbursement for all incur reasonable costs, including air travel, car rental and temporary housing, incurred expenses in connection with commuting and for the promotion of the business of Company, including expenses for meals and lodging (regular hotel room, no suites), entertainment, and similar items as required from Los Gatos, California time to Employertime by the Executive's corporate headquarters for such period of time as mutually agreed between duties. Company shall reimburse the Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection such expenses upon the presentation of an account therefor, together with his relocation to the city where Employer's corporate headquarters are locatedappropriate supporting documentation.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Bacou Usa Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) The Bank or the Company (as they shall determine), Employer shall pay to Executive an annual base as compensation a salary of One Hundred Eighty-Five Thousand Dollars $214,500 per year ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARYBase Salary"). ThereafterIn addition to the Base Salary provided in this Paragraph 3(a), or earlier from the Bank shall also provide Executive with all such other benefits as are provided uniformly to permanent full-time to time in the discretion employees of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Bank. If Executive's Base Salary based on is increased, such Increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. For purposes of Paragraph 4(b) and 5(c), Base Salary shall also be deemed to include payments of incentive compensation made to Executive pursuant to any incentive compensation plan in effect during any term of Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewemployment.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%b) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (or receive benefits under any employee benefit plans including hospitalization)but not limited to, dental, life and disability insurance retirement plans, profit-sharing plans, or any other employee benefit plan or arrangement made available by the Bank or Company in the future to the extent offered by Employerits senior executives, subject to and in amounts on a basis consistent with the Employer's policyterms, for other senior executive officers conditions and overall administration of Employer, with premiums for all such insurance for Executive to be paid by Employer plans and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Boardarrangements. Executive shall be entitled to accrue vacation incentive compensation and bonuses as provided in any plan of the Bank or Company in which Executive is eligible to participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. From time for one year. If he does not take to time, and as determined by the accrued vacation during Boards of Directors of the next yearCompany and the Bank, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall may be entitled to reimbursement participate in or receive benefits under plans relating to stock options and restricted stock awards that are made available by the Company or the Bank at any time in the future during the term of this Agreement, subject to and on a basis consistent with the terms, conditions and overall administration of such plans.
(c) The Company or Bank (as they shall determine) shall also pay or reimburse Executive for all reasonable costs, including air travel, car rental travel and temporary housing, other reasonable expenses incurred in connection with commuting the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board of Directors of the Company or Bank may from Los Gatos, California time to Employer's corporate headquarters for such period time determine.
(d) The Bank shall also pay Executive a one time payment of Fifteen Thousand and no/100 ($15,000.00) Dollars as a Housing Allowance to be applied by Executive as he in his sole discretion may determine.
(e) Executive shall take vacation at a time as mutually agreed between Executive upon by the Company, Bank and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive. Executive shall receive his base salary and other benefits during periods of vacation. Executive shall also be entitled to reimbursement for all reasonable relocation costs paid legal holidays in connection accordance with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each policies of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in ControlBank.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to the Executive an annual base salary a fee (the "Fee") of One Hundred Eighty-Five Thousand Dollars $20,834 per month ($185,000) or fraction thereof), payable monthly in advance, during the first 12-month period that this Agreement is in effectInitial Term. In addition, payable in equal semimonthly payments or during the Initial Term, the Executive shall continue to be entitled to such other perquisites (including expense reimbursement and transportation) as are made available to senior executive officers of Sonat in accordance with the EmployerSonat's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion policies and practices prevailing as of the Compensation Committee date of this Agreement. Without limiting the generality of the Boardforegoing, but not less frequently than annuallyduring the Initial Term, the Compensation Executive shall have the use of the corporate aircraft owned by the Company and its subsidiaries, at least one of which shall remain based in Birmingham, Alabama, on the same terms and conditions as he is currently permitted to use corporate aircraft owned by Sonat.
(b) In addition to the other compensation and benefits provided for under this Agreement, during the Initial Term and the Subsequent Term, (i) the Executive shall receive the same compensation and benefits, other than cash director fees, as other non-employee members of the Board and the Executive Committee thereof, and (ii) the Company shall perform a review pay the Executive's country club dues to the same extent and on the same terms and conditions as Sonat currently pays such dues.
(c) The Company shall provide retiree medical coverage to the Executive and his spouse from the Date of Termination and for the remainder of their respective lives, and to the Executive's children so long as they remain eligible, on terms and conditions no less favorable than those in effect under the Company's Retiree Medical Plan for Post-1993 Retirees for individuals who are, as of the Effective Time, receiving or eligible to receive such coverage under such plan. In addition, from the Date of Termination and for the remainder of the Executive's Salary based on life, the Company shall pay all life insurance premiums under Sonat's Executive Life Insurance Program under policy number 902715088U sufficient to maintain such insurance in effect in an amount not less than four times his base pay as in effect immediately before the Date of Termination.
(d) From the Date of Termination and for the remainder of the Executive's performance of his duties life, the Company shall (i) provide the Executive with office space and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary parking space and reasonable documentary appropriate equipment and support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel phones and entertainment and cellular telephone expensescomputer support) and containing sufficient information (ii) shall employ, and shall provide the Executive with the full-time secretarial services of, Sue Xxxxxx, xxs current executive assistant or, if Mrs. Xxxxxx xxxuntarily ceases to establish the amount, date, place and essential character be an employee of the expenditureCompany, Executive with the full-time services of another executive secretary of comparable qualifications employed by the Company and loaned to the Executive. Such office space shall consist of the office suite formerly occupied by John X. Xxxx, Xx., xx the 20th floor of the AmSouth-Sonat Tower, and such parking space shall be reimbursed the parking space currently designated for such costs the Executive, in each case except to the extent otherwise agreed upon by the Executive and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effectthe Company; provided, Executive shall be entitled to participate that, in the medical (including hospitalization)event the Company and its subsidiaries cease to own or lease space in the AmSouth-Sonat Tower, dentalthe Company shall provide other comparable office space and another comparable parking space reasonably acceptable to the Executive. During her employment with the Company pursuant to the foregoing, life and disability insurance plansMrs. Xxxxxx xxxll receive an annual salary at least equal to her present salary, increased as of each anniversary of the Date of Termination to reflect increases as necessary to provide her with increases at least equal, on a percentage basis, to the increases provided to similarly situated executive secretaries of the Company and shall receive the benefits, including retirement benefits with appropriate service credit for her service with Sonat, required by the Merger Agreement for Continuing Company Employees (as defined in the Merger Agreement). In addition, if and to the extent offered by Employerthat the Executive recognizes taxable income as a result of the provision of the space and services set forth above, the Company shall make cash payments to the Executive not later than 10 business days before the date on which the Executive becomes obligated to make any resulting payment of tax (including without limitation federal, state and local income taxes and payments of estimated taxes) sufficient to make the Executive whole, on a net after-tax basis taking into account the tax on such cash payments, for such tax.
(e) The Executive's status during the Initial Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Executive under this Section 4 shall be made or provided without withholding or deduction of any kind, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensationassume sole responsibility for discharging, benefit, pension, stock option, stock purchase, 401(k) all tax or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerobligations associated therewith.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Termination and Consulting Agreement (El Paso Energy Corp/De)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $325,000 ($185,000) during "Base Salary"), which amount shall be paid according to the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the EmployerCompany's regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for salaried employees the Employee. All payments made pursuant to this Agreement, including but not limited to subsections 4(a) and 4(b), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the "SALARYAnnual Incentive"). Thereafter, or earlier from time ) to time in the discretion of Employee during the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary Term based on Executivethe Employee's performance of his duties and the EmployerCompany's other compensation policies. The Compensation Committee mayperformance, as determined by the Board (or a committee thereof) in its sole discretion. In this regard, increase the Board (but or a committee thereof) shall set an annual incentive target of not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed less than fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by EmployerBase Salary, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to Annual Incentive shall be paid in accordance with Employerthe Company's policy.
2.5 Executive regular practice for its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall have the right be eligible to participate in any additional all incentive compensation, benefitretirement, pensionsupplemental retirement and deferred compensation plans, stock optionpolicies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof). In addition, stock purchasethe Company will provide the Employee with an initial cash sign-on bonus in the amount of $150,000, 401(kwhich will be paid to her no later than the first payroll date next following the Effective Date.
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or other plan or arrangement of Employer now or hereafter existing benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the benefit non-competition, assignment and release of other senior executive officers liability provisions contained herein. The Employee acknowledges that she is aware of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion the effect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to Executive's position with Employerthe amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for her agreement to these provisions.
2.6 Executive (d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to vacation (but receive any and all employee benefits and perquisites as the Company from time to time in no event less than three (3) weeks per year)its discretion determines to offer. In addition, holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive Employee shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then applicable relocation and moving benefits described in effectAppendix A attached hereto.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, (a) Employer shall will pay to Executive an annual base salary Employee during the term of One this Agreement a Base Salary at the rate of Two Hundred Eighty-Five Forty Thousand Dollars ($185,000240,000.00) per year (such Base Salary as increased by Employer as hereinafter provided is referred to herein as the “Base Salary”). Employer will review the Base Salary from time to time and, during the first 12-month period that term of this Agreement is in effectAgreement, payable may increase, but may not decrease, the Base Salary. The Base Salary will be paid to Employee in equal semimonthly payments installments every two weeks or on such other schedule as Employer may generally establish from time to time for its employees.
(b) During each applicable fiscal period during the term of this Agreement, Employee shall receive a bonus to the extent payable in accordance with the terms and conditions of whatever incentive or bonus plan Employer establishes for its executives.
(c) Employee will be eligible for option grants to purchase Employer's regular payroll policy for salaried ’s common stock or other equity securities of Employer (“Shares”) as provided under any stock option plans generally available to Employer’s employees (the "SALARY"or other replacement incentive or stock option plans Employer establishes for its key executives). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive in the event of a Change in Control (as defined in Section 6(c)), each option to acquire Shares or other equity securities of Employer held by Employee immediately prior to such a Change in Control shall become fully exercisable, regardless of whether or not the vesting conditions set forth in the relevant stock option agreement have been satisfied in full, and all restrictions on any restricted Shares granted to Employee prior to such Change in Control shall be removed and such Shares shall be freely transferable (subject to applicable securities laws), regardless of whether the conditions set forth in the relevant restricted stock agreements have been satisfied in full.
(d) Employee will be entitled to receive a cash bonus paid vacation of not to exceed fifty percent less than four (50%4) of his base salary to weeks each year. Vacation may be paid based taken by Employee at the time and for such periods as may be mutually agreed upon performance criteria to be established by the Board of Directors of between Employer on an annual basis ("INCENTIVE BONUS")and Employee.
2.3 Upon Executive's furnishing to Employer customary (e) Employee will be reimbursed in accordance with Employer’s normal expense reimbursement policy for all of the actual and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (hereunder, including, without limitation, for giftsbut not limited to, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.entertainment
Appears in 1 contract
Samples: Employment Agreement (Global Geophysical Services Inc)
Compensation and Benefits. 2.1 As (a) The Bank shall pay or provide to Executive the following compensation for his services to Employer, Employer shall pay to Executive an annual service hereunder:
(i) A base salary of One Two Hundred Eighty-Twenty Five Thousand and 00/100 Dollars ($185,000225,000.00) during the first 12-month period that this Agreement is in effectper year, payable paid in equal semimonthly payments or installments in accordance with the EmployerBank's regular standard payroll policy practices, reduced by deductions and withholdings for salaried employees federal, state and local income taxes, Social Security taxes and other deductions (collectively, “Deductions and Withholdings”) required by applicable laws (the "SALARY"“Base Salary”). Thereafter, or earlier which Base Salary may be increased from time to time in by and at the sole discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the ExecutiveCompany's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS"or a committee thereof).
2.3 Upon (ii) For each fiscal year during the term of this Agreement, an annual bonus (the “Annual Bonus”) in cash of up to 33.33% of the Base Salary (the actual amount to be determined at the sole discretion of the Company's Board of Directors (or committee thereof)), payable no later than the 15th day of the third month after the end of the Bank's fiscal year to which the Annual Bonus relates, and subject to applicable Deductions and Withholdings.
(iii) The option to purchase up to 15,000 shares of the Company’s common stock (“Common Stock”), at an exercise price per share equal to the “fair market value” (as defined in the Internal Revenue Services’ regulations promulgated pursuant to Internal Revenue code Section 409A) as of the date hereof, which is set at $10.35 per share, and otherwise pursuant and subject to the terms and conditions of that certain incentive Stock Option Agreement (the “Plan”), dated September 2, 2014, by and between Executive and the Company (the “Equity Award”). The Equity Award shall also be subject to any required (i) regulatory approvals or regulatory restrictions imposed by federal or state banking laws, and (ii) shareholder approvals (including the approval of an amendment to the Plan to, among other things, add a number of shares available for issuance under the Plan sufficient to grant the Equity Award). The Equity Award shall vest 33.33% upon the first anniversary of the date hereof; 33.33% upon the second anniversary of the date hereof; and 33.34% upon the third anniversary hereof; provided, however, that any unvested portion of the Equity Award as of the date of a change in Control (as defined below) shall be immediately vested.
(iv) Reimbursement for authorized expenses, including without limitation up to $1,400 per for social club fees and dues (prorated for any partial year), in each case evidenced by an itemized account of such expenses timely submitted by Executive to the Bank), according to the Bank's established policies, within thirty (30) calendar days following the date on which Executive incurs the expenses, but, in each case, no later than December 31 of the year following the year in which Executive incurs the related expenses; provided that in no event shall the reimbursements or in-kind benefits to be provided by the Company or the Bank in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Executive's furnishing right to Employer customary reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, all reimbursements relating to the Additional Delayed Payments (as defined in Section 9) shall be made on the Permissible Payment Date (as defined in Section 9).
(v) Paid vacation time each year pursuant to the Bank's policy as it may be revised from time to time.
(vi) Participation in all medical and reasonable documentary support health care benefit plans through health insurance, corporate funds, medical reimbursement plans or other plans, if any, provided, or to be provided, by the Bank for its employees (“Benefit Plans”). Until such time as receipts Executive can be covered under the Bank’s medical plans, the Bank shall reimburse Executive for up to $1,643.44 in costs for COBRA coverage.
(vii) Other benefits, including paid parking, a Company paid mobile smart phone for Bank and Company purposes, and a one-time relocation bonus of Five Thousand and 00/100 Dollars ($5,000.00).
(b) The above-stated terms of compensation shall not be deemed exclusive or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (prevent Executive from receiving any other compensation, including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish bonuses provided by the amount, date, place and essential character of Bank and/or the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Company. Executive shall be entitled to participate in all current and future employee benefit plans and arrangements in which the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for the Company or the Bank are permitted to participate. Executive to be paid by Employer acknowledges and all or a portion agrees that the Company does not separately compensate its officers who are also officers of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) Bank and that no compensation or other plan or arrangement of Employer now or hereafter existing for benefits will be payable by the benefit of other senior executive officers of EmployerCompany hereunder. Executive's participation in Employer's stock option plan The foregoing notwithstanding, the Equity Award shall be developed in relative proportion the sole equity award to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date term of this Agreement.
2.8 Executive (c) The payment of any Annual Bonus shall be entitled subject to reimbursement for any approvals or non-objections required by any regulator of the Company or the Bank, and it is understood by the parties that it is contemplated that Executive will not be eligible to receive any such Annual Bonus or other short-term incentive compensation while the Company or the Bank is subject to restrictions imposed by any written agreements with any bank regulatory authority, or otherwise restricted under applicable law.
(d) Executive agrees to repay any compensation previously paid or otherwise made available to him that is subject to recovery under any applicable governmental, regulatory, or self-regulatory authority, including Nasdaq or any other applicable securities exchange or market where the Company’s securities are then traded (each a “Governmental Authority”), where such compensation was in excess of what should have been paid or made available because a Governmental Authority has determined that the amount was inconsistent with any applicable law, order or other requirements of such Governmental Authority. Executive agrees to return promptly any such compensation identified by the Company or the Bank. If Executive fails to return such compensation promptly, Executive agrees that the amount of such compensation may be deducted from any and all reasonable relocation costs in connection with his relocation other amounts owed by the Bank to Executive. Executive acknowledges that the Company or the Bank may take appropriate disciplinary action (up to, and including, termination of employment) if Executive fails to return such incentive compensation. The provisions of this Section 3(d) shall be modified to the city where Employer's corporate headquarters are locatedextent, and remain in effect for the period, required by applicable law.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Jacksonville Bancorp Inc /Fl/)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) 350,000 during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARYSalary"). Thereafter, or earlier from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, Board (the "Compensation Committee Committee") shall perform a an annual review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in at its sole discretion, increase (but not decrease) the Salary following such review.
2.2 at any time, and from time to time, after the first 12-month period that this Agreement is in effect. In addition, Executive shall be entitled to receive a cash eligible for an incentive bonus not to exceed fifty percent (50%) of his base salary to be paid "Incentive Bonus"), payable no later than the date Employer's Form 10-K for the previous fiscal year is filed with the Securities and Exchange Commission based upon performance on criteria to be established determined by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")Compensation Committee, at its sole discretion.
2.3 2.2 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment entertainment, cellular telephone, computer and cellular telephone other home office expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, 2.3 Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive and his dependents to be paid by Employer, subject to customary employee contributions. In addition, Employer shall purchase and all or maintain in effect a portion of the premiums for life insurance policy on Executive's dependants life, in the amount of $1,000,000, payable to be paid Executive's estate in accordance with Employer's policythe event of his death during the term of this Agreement and any renewals of this Agreement.
2.5 2.4 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 2.5 Executive shall be entitled to vacation (but in no event less than three (3) four weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.6 Executive shall be provided a monthly car allowance in the amount of at least $750.00.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to the non-exclusive use of Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreementresidence.
2.8 Employer shall purchase and maintain in effect a directors' and officers' liability insurance policy with a minimum limit of liability of $5,000,000 and shall enter into an indemnification agreement with Executive shall be entitled upon terms and conditions mutually acceptable to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are locatedEmployer and Executive.
2.9 Subject Employer agrees, by action of its Board, to nominate Executive as a Class III member of the Board and seek stockholder approval of Employer's 2006 Stock Incentive Plan (such nomination at the "Plan"), Executive shall be issued an aggregate 2008 annual meeting of 54,000 shares the stockholders of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation in full for his the ---------------------------- services to Employerbe rendered by the Employee under this Agreement, Employer the Company agrees to compensate the Employee as follows:
(a) During the Employment Term, the Company shall pay to Executive Employee an annual base salary of One Hundred Eightyone-Five Thousand Dollars hundred and eight-thousand dollars ($185,000108,000) ("Base Salary"), which shall be paid bi-monthly.
(b) The Employee shall also be entitled to:
(i) Receive an annual cash bonus ("Cash Bonus") of up to forty percent (40%) of the Base Salary. The Cash Bonus shall be calculated based on actual performance applied to performance metrics ("the Metrics"). The Metrics shall be mutually agreed upon by the Company's Board of Directors, the CEO and the Employee.
(ii) Receive a one-time bonus of up to ten percent (10%) of the Company's outstanding shares of common stock ("Stock Bonus"). The Stock Bonus shall be calculated based on actual performance applied to the Metrics. Except as otherwise set forth herein, the Stock Bonus shall be earned and vest only after the Employee completes two years of employment ("Vesting Period"). Additionally, the Employee agrees to execute and be bound by a Leak-Out Agreement (Exhibit A) governing future sales or dispositions of the Company's common stock by the Employee.
(iii) Receive "Relocation Expenses" up to a maximum of fifteen-thousand dollars ($15,000). Relocation Expenses shall include rent, moving, travel and other costs associated with the Employee's relocation to the Washington, MO region. Upon submission of proper vouchers and evidence, the Company will promptly pay or reimburse Employee for the Relocation Expenses.
(c) Employee shall be eligible to participate in those non-salary benefits and programs generally made available to employees of the Company, as are in effect from time to time, including, but not limited to, any health, dental, life or disability insurance plan, 401(k) or other retirement savings plan, and any other employee benefit plan, subject to any and all terms, conditions, and eligibility requirements of said plans or benefits, as may from time to time be prescribed by the Company. Full family health insurance, life and disability insurance (short-term and long-term) coverage shall be provided for Employee immediately upon execution of this Employment Agreement. The life insurance policy shall be for two times the Employee's base annual salary. Employee acknowledges that non-salary benefits are discretionary with the Company's Board and that such benefits may be modified or terminated without notice to the Employee.
(d) Employee shall be entitled to a vacation period or periods each year during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or Employment Term in accordance with the EmployerCompany's regular payroll vacation policy for salaried employees officers.
(e) Upon submission of proper vouchers and evidence, the "SALARY"). ThereafterCompany will promptly pay or reimburse Employee for reasonable transportation, or earlier hotel, travel and related expenses incurred by Employee on business trips away from Employee's principal office, and for other business expenses reasonably incurred by Employee in connection with the business of the Company during the Employment Term, all subject to such limitations and procedures as may from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established prescribed by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company or the CEO.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual Employee's base salary of One Hundred Eightyduring the Term shall be $525,000 (Five Hundred, Twenty-Five Thousand Dollars ($185,000Dollars) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or per annum which shall be paid in accordance with the Employer's regular standard payroll policy for salaried employees (practice. Employee's base salary shall be reviewed annually by the "SALARY"). Thereafter, or earlier from time to time in the discretion of CEO and the Compensation Committee of the BoardBoard of Directors (the "Compensation Committee") or the Board of Directors and may be increased, but in the Compensation Committee's or Board of Directors' sole discretion, from time to time. Such increased base salary shall become the minimum base salary under this Agreement and may not less frequently than annuallybe decreased thereafter without the written consent of Employee unless otherwise permitted by this Agreement.
2.2 During the Term, Employee shall participate in a bonus plan pursuant to which an annual bonus shall be paid to Employee in an amount to be determined by the Compensation Committee or the Board of Directors, which annual bonus shall perform have a review threshold of 45% of Employee's then current Base Salary, a target of 90% of Employee's then current base salary (the "Target Bonus"), with a maximum bonus opportunity of 180% of Employee's then current base salary. Payment of the Executive's Salary bonus shall be made at the same time as bonuses are paid to other senior executive officers and shall be based on Executive's parameters, including, without limitation, performance of his duties goals applicable to Employee, and such parameters shall be approved by the Employer's other compensation policies. The Compensation Committee mayor Board of Directors.
2.3 During the Term, Employee shall participate in Alpha Natural Resources' long-term incentive plans, including its equity incentive plans, on the terms established from time to time by the Compensation Committee or the Board of Directors.
2.4 The Employee shall participate in Alpha Natural Resources' Retention Compensation Plan, dated November 10, 2005 (the "Retention Compensation Plan").
2.5 During the Term, in its sole discretionthe event of a Change in Control (as defined below), increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive a minimum lump sum cash bonus not payment equal to exceed fifty percent (50%) a pro rata Target Bonus for the year in which the Change in Control occurs, which shall be based on the portion of his base salary such year that Employee was employed by Employer prior to the effective date of the Change in Control. Such payment, if any, shall be paid based upon performance criteria to be established by made no later than 60 days after the Board effective date of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Change in Control.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive 2.6 The Employee shall be reimbursed for entitled to at least four (4) weeks paid vacation in each calendar year, or such costs and expenses greater amount of vacation as may be determined in accordance with Employer's normal expense reimbursement policy.
2.4 As long vacation policy as this Agreement is in effect, Executive effect from time to time. The Employee shall also be entitled to participate all paid holidays given by Employer to its executives.
2.7 During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the medical (including hospitalization), dental, life course of his employment; provided that such expenses are incurred and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, accounted for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday applicable policies and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreementprocedures.
2.8 Executive While employed by Employer, Employee shall be entitled allowed to reimbursement for participate, on the same basis generally as other employees of Employer, in all reasonable relocation costs general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer and/or the Employer Entities to all or substantially all of Employer's similarly situated employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, qualified and non-qualified retirement plans, retiree medical plans and stock option and stock grant programs, if any. Except as specifically provided in connection with his relocation this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the city where Employer's corporate headquarters are locatedterms and conditions of such benefit plans and programs.
2.9 Subject Notwithstanding anything to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")contrary in this Agreement, Executive it is specifically understood and agreed that Employer and the Employer Entities shall not be issued an aggregate of 54,000 shares of Employer's common obligated to institute, maintain, or refrain from changing, amending, or discontinuing any incentive, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally.
2.10 Employer shall withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to a restricted stock any law or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlgovernmental regulation or ruling.
Appears in 1 contract
Samples: Employment Agreement (Alpha Natural Resources, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) The Company shall pay to Executive an annual Employee a base salary (the "Base Salary") at a rate of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effect160,000 per annum, payable in equal semimonthly payments or in accordance with the EmployerCompany's regular payroll policy practices for salaried employees its executive employees. The Board will review the Base Salary for possible increase not less than annually during the Term.
(the "SALARY"). Thereafterb) In addition to Base Salary, or earlier from time to time in Employee may, at the discretion of the Compensation Committee Board, be granted stock options or share appreciation rights under plans adopted by the Board for the benefit of the executives and key management personnel of the Company.
(c) Employee may, at the discretion of the Board, but not less frequently than annuallybe granted bonus compensation, payable in accordance with the Compensation Committee shall perform a review of the ExecutiveCompany's Salary based on Executive's performance of his duties payroll practices for its executives and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such reviewkey management personnel.
2.2 In addition, Executive (d) Employee shall be entitled to participate in or receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established benefits under any pension plan, health and accident plan or any other employee benefit plan or arrangement made available now or in the future by the Board Company to other executives and key management personnel of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Company, as determined by the Board.
2.3 Upon Executive's furnishing (e) The Company shall promptly pay to Employer customary and Employee the approved reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (in accordance with the Company's policies in effect from time to time, including, without limitation, for giftsthose incurred in connection with business related travel or entertainment, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amountor, dateif such expenses are paid directly by Employee, place and essential character of the expenditure, Executive shall be reimbursed promptly reimburse him for such costs and expenses payment, provided that Employee provides proper documentation thereof in accordance with Employerthe Company's normal expense reimbursement policy. In addition, the Company shall provide Employee, at the Company's expense, with the use of a leased recent model automobile of Employee's choosing and the Company shall reimburse Employee for up to $ per month for lease payments incurred in connection with leasing such automobile.
2.4 As long as this Agreement is in effect, Executive (f) Employee shall be entitled to participate paid vacation days in each calendar year determined by the medical Company from time to time, but not less than four (including hospitalization)4) weeks in any calendar year, dental, life and disability insurance plans, subject to the extent offered by Employer, Company's vacation policies for its executives and key management personnel. Vacation shall be prorated in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion any calendar year of the premiums Term during which Employee is employed hereunder for Executive's dependants to be paid less than an entire year in accordance with Employer's policy.
2.5 Executive the number of days in such year during which he is so employed. Employee shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall also be entitled to vacation all paid holidays given by the Company to its executives and key management personnel.
(but in g) The Company may, at its discretion, subscribe for and maintain, on behalf of the Company, life insurance, key-man insurance (which shall be for an amount no event less than three (3$750,000) weeks per year)and long-term disability insurance with respect to Employee, holiday in such amount and other paid upon such terms or unpaid leaves of absence consistent conditions as the Company may deem reasonable. Employee shall cooperate with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred Company in connection with commuting from Los Gatosthe obtaining of any such policies, California including, without limitation, the submission to Employer's corporate headquarters for such period of time as mutually agreed between Executive physical examination and Employer and, in any event, for blood testing by a period of not less than six (6) months from physician or other medical professional selected by the date of this AgreementCompany.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Samples: Employment Agreement (Pinpoint Recovery Solutions Corp)
Compensation and Benefits. 2.1 As compensation (a) The Bank shall compensate and pay the Executive for his services to Employer, Employer shall pay to Executive an annual during the term of this Agreement at a base salary of One Hundred Eighty-Five Thousand Dollars $200,000 per year ($185,000) during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARYBase Salary"). Thereafter, or earlier which may be increased from time to time in the discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall amounts as may be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established determined by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon the Bank. The Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive Base Salary shall be reimbursed for such costs and expenses paid in periodic installments (not less than monthly) in accordance with Employer's normal expense reimbursement policythe general payroll practices of the Bank, as in effect from time-to-time.
2.4 As long as (b) During the term of this Agreement is in effectAgreement, the Executive shall be entitled to participate in and receive the medical (including hospitalization)benefits of any pension or other retirement benefit plan, dentalprofit sharing, life stock option, employee stock ownership, or other plans, benefits and disability insurance plansprivileges given to employees and executives of the Bank, to the extent offered by Employer, and in amounts consistent commensurate with the EmployerExecutive's policy, for other senior executive officers then duties and responsibilities as fixed by the Board of Employer, with premiums for all such insurance for Executive to be paid by Employer and all Directors or a portion the President of the premiums for Executive's dependants to be paid in accordance with Employer's policyBank.
2.5 Executive shall have (c) During the right to participate in any additional compensationterm of this Agreement, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to receive all benefits and conditions of employment generally available to other executives of the Bank, including, without limitation, sick leave, disability, accident, life, hospitalization, medical and dental insurance, paid holidays, and participation in any pension, profit sharing or other retirement plan pursuant to the terms of said plans.
(d) During the term of this Agreement, the Executive shall accrue paid vacation (but in no event less than three (3) weeks at the rate of eighteen days per year)year and paid sick leave at the rate of two hours per pay period, holiday and other paid or unpaid leaves unless extended for years of absence consistent with Employer's normal policies for other senior executive officers of Employer or service as otherwise approved governed by the BoardBank's Employee Handbook. Except as stated herein, other terms and conditions of the Executive's vacation and sick pay shall be governed by the Bank's Employee Handbook, as amended from time-to-time.
(e) The Executive shall be entitled eligible to accrue vacation participate in the Bank's then existing discretionary incentive and/or bonus plans. The Executive must be an employee at the time for one year. If he does not take the accrued vacation during the next year, he shall of payment in order to be paid for the unused vacation at his Salary rate then in effecteligible to receive an incentive and/or bonus payment.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6f) months from During the date term of this Agreement.
2.8 , the Bank shall provide the Executive shall with an automobile allowance in the amount of five hundred dollars ($500) per month for the costs of an automobile to be entitled to reimbursement for all reasonable relocation costs used by the Executive in connection with the performance of his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares duties on each behalf of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained Bank as provided in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer shall pay to Executive an annual Employee's base salary of One Hundred Eighty-Five Thousand Dollars ($185,000) during the first 12-month period that this Agreement is in effectTerm shall be $560,000 (Five Hundred, payable in equal semimonthly payments or Sixty Thousand Dollars) per annum which shall be paid in accordance with the Employer's regular standard payroll policy for salaried employees (practice. Employee's base salary shall be reviewed annually by the "SALARY"). Thereafter, or earlier from time to time in the discretion of CEO and the Compensation Committee of the BoardBoard of Directors (the "Compensation Committee") or the Board of Directors and may be increased, but in the Compensation Committee's or Board of Directors' sole discretion, from time to time. Such increased base salary shall become the minimum base salary under this Agreement and may not less frequently than annuallybe decreased thereafter without the written consent of Employee unless otherwise permitted by this Agreement.
2.2 During the Term, Employee shall participate in a bonus plan pursuant to which an annual bonus shall be paid to Employee in an amount to be determined by the Compensation Committee or the Board of Directors, which annual bonus shall perform have a review threshold of 45% of Employee's then current Base Salary, a target of 90% of Employee's then current base salary (the "Target Bonus"), with a maximum bonus opportunity of 180% of Employee's then current base salary. Payment of the Executive's Salary bonus shall be made at the same time as bonuses are paid to other senior executive officers in accordance with the applicable plan terms and shall be based on Executive's parameters, including, without limitation, performance of his duties goals applicable to Employee, and such parameters shall be approved by the Employer's other compensation policies. The Compensation Committee mayor Board of Directors.
2.3 During the Term, Employee shall participate in Alpha Natural Resources' long-term incentive plans, including its equity incentive plans, on the terms established from time to time by the Compensation Committee or the Board of Directors.
2.4 The Employee shall participate in Alpha Natural Resources' Retention Compensation Plan, dated November 10, 2005 (the "Retention Compensation Plan").
2.5 During the Term, in its sole discretionthe event of a Change in Control (as defined below), increase (but not decrease) the Salary following such review.
2.2 In addition, Executive Employee shall be entitled to receive a lump sum cash bonus not payment equal to exceed fifty percent (50%) a pro rata Target Bonus for the year in which the Change in Control occurs, which shall be based on the portion of his base salary such year that Employee was employed by Employer prior to the effective date of the Change in Control. Such payment, if any, shall be paid based upon performance criteria to be established by made no later than 60 days after the Board effective date of Directors of Employer on an annual basis ("INCENTIVE BONUS")the Change in Control.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive 2.6 The Employee shall be reimbursed for entitled to at least four (4) weeks paid vacation in each calendar year, or such costs and expenses greater amount of vacation as may be determined in accordance with Employer's normal expense reimbursement policy.
2.4 As long vacation policy as this Agreement is in effect, Executive effect from time to time. The Employee shall also be entitled to participate all paid holidays given by Employer to its executives.
2.7 During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the medical (including hospitalization), dental, life course of his employment; provided that such expenses are incurred and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, accounted for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday applicable policies and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreementprocedures.
2.8 Executive While employed by Employer, Employee shall be entitled allowed to reimbursement for participate, on the same basis generally as other employees of Employer, in all reasonable relocation costs general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer and/or the Employer Entities to all or substantially all of Employer's similarly situated employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, qualified and non-qualified retirement plans, retiree medical plans and stock option and stock grant programs, if any. Except as specifically provided in connection with his relocation this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated employees pursuant to the city where Employer's corporate headquarters are locatedterms and conditions of such benefit plans and programs.
2.9 Subject Notwithstanding anything to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan")contrary in this Agreement, Executive it is specifically understood and agreed that Employer and the Employer Entities shall not be issued an aggregate of 54,000 shares of Employer's common obligated to institute, maintain, or refrain from changing, amending, or discontinuing any incentive, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally.
2.10 Employer shall withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to a restricted stock any law or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlgovernmental regulation or ruling.
Appears in 1 contract
Samples: Employment Agreement (Alpha Natural Resources, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $475,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than sixty percent (60%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesdetermines to offer. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive the Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")applicable relocation benefits described in Appendix A attached hereto.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services (a) The Executive shall receive an initial payment equal to Employer$950,000 no later than March 15, Employer 2008.
(b) The Executive’s salary shall pay to Executive an annual base salary of One Hundred Eighty-Five Thousand Dollars (be $185,000) 800,000 per year during the first 12-month period that which this Agreement is in effect, payable in equal semimonthly payments or . Such salary shall be paid in accordance with the Employer's regular Corporation’s payroll policy for salaried employees practices. Such salary shall be subject to review each year by the Board and may be increased (the "SALARY"). Thereafter, or earlier from time to time but not decreased) in the discretion of the Compensation Committee Board. The Executive’s salary, as then in effect, is called the “Salary”.
(c) The independent directors of the BoardBoard shall determine performance targets and metrics for the Executive for each year during which this Agreement is in effect. The Executive will be eligible to receive a performance bonus each year. The bonus is expected to be no less than 50% and no greater than 150% of the Salary. The independent directors of the Board shall determine, but not less frequently than annuallyin their discretion, the Compensation Committee shall perform a review amount of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesbonus, if any, for each year. The Compensation Committee may, bonus will be paid in its sole discretion, increase (but not decrease) accordance with the Salary Corporation’s payroll practices no later than March 15 following such reviewthe year in respect of which the bonus is earned.
2.2 In addition, (d) The Executive shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by reimbursement, in accordance with the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer Corporation’s expense reimbursement practices, for all reasonable and customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him the Executive in the connection with performance of his services duties and duties hereunder (includingresponsibilities; provided, without limitation, for gifts, travel that such expenses are incurred and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses reported in accordance with Employer's normal the Corporation’s expense reimbursement policypolicies and procedures. Without limiting such expenses, such expenses include expenses for reasonable and customary temporary accommodations near the Corporation’s facilities located more than 35 miles outside of New York, New York for the Executive and, if the Executive is required to work from such facilities for an extended period, the Executive’s spouse and dependents and related travel arrangements.
2.4 As long as this Agreement is in effect, (e) The Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in receive benefits under any additional compensation, benefitmedical, pension, profit sharing or other employee benefit plan or arrangement generally made available by the Corporation now or in the future to its executives and management employees (or to their family members) subject to the terms and conditions of such plans and arrangements; provided, however, that nothing herein shall obligate the Corporation to grant any stock option, restricted stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for equity incentive awards to the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 (f) The Executive shall be entitled to vacation four (but in no event less than three (34) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next each year, he shall be paid for the with carryover of unused vacation at his Salary rate then days in effectaccordance with the Corporation’s vacation policy.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer, Employer (a) Executive’s base pay shall pay to Executive be at an annual base salary rate of One Hundred Eighty-Five Thousand Dollars (no less than $185,000) during the first 12-month period that this Agreement is in effect450,000.00, which shall be payable in equal semimonthly payments or twice monthly in accordance with the Employer's regular Company’s customary payroll policy for salaried employees practices, subject to applicable withholding (the "SALARY"“Base Pay”). Thereafter, or earlier from time The Base Pay shall be subject to time in annual upward adjustments (but not decreases) at the discretion of the Compensation Committee of the Board.
(b) Commencing with this Agreement, but not less frequently than annuallyExecutive shall be a participant in, and shall receive an award under, the Compensation Committee Company’s 2012 Long-Term Incentive Plan and shall perform receive a review of non-performance-based bonus as set forth in Exhibit B (collectively referred to in this Agreement as the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies“Bonus Plans”). The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive may be awarded other bonuses, stock options and/or other stock benefits at the discretion of the Board (collectively with awards under the Bonus Plans, “Incentive Awards”), provided that Executive’s participation in the Bonus Plans and any other incentive plan or equity plan shall be entitled in accordance with the terms of such plans. Unless otherwise required by law or plan documents, the vesting of Executive’s unvested Incentive Awards shall accelerate and vest in full (along with any accrued but unvested benefits under any supplemental retirement plan, excess retirement plan and deferred compensation plan maintained or contributed to receive a cash bonus not to exceed fifty percent by the Company or any of its Affiliates) upon (50%i) Executive’s termination of his base salary to employment by reason of death, (ii) Executive’s termination of employment by reason of Disability (as provided in Section 4(b)), (iii) Executive’s termination of employment for Good Reason (as provided in Section 4(c)), (iv) Executive’s termination of employment by the Company other than for Cause (as provided in Section 4(f)), (v) Executive’s termination of employment by the Company during the Protection Period, other than for Cause (as provided in Section 4(g)), or (vi) Executive’s termination of employment during the Protection Period for Good Reason (as provided in Section 4(g)). Any award or benefit the vesting of which is accelerated under this Section 3(b) shall be paid based upon performance criteria to in accordance with the terms of the applicable plan unless otherwise provided in this Agreement.
(c) Executive shall be established offered the various benefits currently offered by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing Company generally to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (its senior executives including, without limitation, for giftslife and health insurance (“Benefits”). Subject to the preceding sentence, travel and entertainment and cellular telephone expenses) and containing sufficient information any such Benefits may be modified or terminated from time to establish time at the amount, date, place and essential character sole discretion of the expenditureCompany. Where a particular Benefit is subject to a formal plan (for example, medical insurance), eligibility to participate in and receive any particular Benefit is governed solely by the applicable formal plan document.
(d) Executive shall be fully reimbursed for such costs all reasonable and necessary business expenses upon presentation of adequate documentation to the Company demonstrating same, including up to $8,000 of Executive’s reasonable legal fees and expenses in accordance connection with Employer's normal expense reimbursement policy.
2.4 As long as negotiating and entering into this Agreement is in effect, Agreement. Reimbursement payments due to Executive hereunder shall be entitled paid to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by EmployerExecutive as soon as administratively practicable, and in amounts consistent with any event within twenty (20) days after being properly submitted. If Executive becomes entitled to taxable reimbursements or the Employer's policyprovision of in-kind benefits, such reimbursements and benefits shall not be subject to liquidation or exchange for another benefit and the amount of such reimbursements and benefits that Executive receives in one taxable year shall not affect the amount of such reimbursements and benefits that Executive receives in any other senior executive officers taxable year.
(e) Executive annually will be granted twenty (20) days plus all federal holidays and all major religious holidays of Employerhis faith as paid time off days (“PTO” days) for Executive’s use for vacation, with premiums for all such insurance for Executive personal or sick leave. Executive’s accrued but unused PTO days shall not carry over from year to year and shall not be paid by Employer and all or a portion to Executive upon termination of the premiums for Executive's dependants to be paid in accordance with Employer's policyemployment.
2.5 (f) Promptly following the close of business on the Commencement Date, the Company shall pay the Executive shall have the right to participate $75,000 in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employerimmediately available funds as a sign on bonus.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $505,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion. In this Agreement is in effectregard, payable in equal semimonthly payments the Board (or a committee thereof) shall set an annual incentive target of not less than sixty five (65%) of Base Salary, and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof).
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. ThereafterThe Employee acknowledges that he is aware of the effect of the non-competition, or earlier assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policiesdetermines to offer. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive the Employee shall be entitled to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS")applicable relocation benefits described in Appendix A attached hereto.
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the Term, Employer the Company shall pay to Executive the Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $425,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any adjustment made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement, including but not limited to this subsection 4(a), shall be reduced by and subject to withholding for all federal, state, and local taxes and any other withholding required by applicable laws and regulations.
(b) The Company will provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12Term based on the Employee’s and the Company’s performance, as determined by the Board (or a committee thereof) in its sole discretion, and to the extent such an incentive is established for the 2015 calendar year, then the Employee will be eligible to participate in the Annual Incentive effective as of January 1, 2015. In this regard, the Board (or a committee thereof) shall set an annual incentive target of not less than fifty-month period that this Agreement is in effectfive percent (55%) of Base Salary, payable in equal semimonthly payments or and the Annual Incentive shall be paid in accordance with the Employer's Company’s regular payroll policy practice for salaried employees its senior officers, as in effect from time to time. To the extent not duplicative of the specific benefits provided herein, the Employee shall be eligible to participate in all incentive compensation, retirement, supplemental retirement and deferred compensation plans, policies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the "SALARY"amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board (or a committee thereof). ThereafterIn addition, the Company will provide the Employee with an initial cash sign-on bonus in the amount of $40,000, which will be paid to him no later than ten business days following the Effective Date.
(c) The Employee agrees that the amounts payable and benefits provided under this Agreement, including but not limited to any amounts payable or earlier benefits provided under this Section 4 and Section 7 constitute good, valuable and separate consideration for the non-competition, assignment and release of liability provisions contained herein. The Employee acknowledges that he is aware of the effect of the non-competition, assignment and release of liability provisions contained herein and agrees that the amounts payable and benefits provided under this Agreement, including but not limited to the amounts payable and benefits provided under this Section 4 and Section 7, if any, constitute sufficient consideration for his agreement to these provisions.
(d) In addition to the compensation called for in this Agreement, the Employee shall be entitled to receive any and all employee benefits and perquisites as the Company from time to time in the its discretion of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary based on Executive's performance of his duties and the Employer's other compensation policies. The Compensation Committee may, in its sole discretion, increase (but not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled determines to receive a cash bonus not to exceed fifty percent (50%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costsoffer, including air travelthe applicable relocation benefits described in Appendix A, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreementattached hereto.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.
Appears in 1 contract
Compensation and Benefits. 2.1 As compensation payment for his the services to Employerbe rendered by the Executive hereunder during the Term of this Agreement, Employer the Executive shall pay be entitled to Executive an the following:
(a) receive payment of the Executive’s annual base salary at the rate of One Hundred Eighty-Five Thousand Dollars (not less than US $185,000) during the first 12-month period that this Agreement is in effect750,000.00 a year, subject to federal, state and local taxes and less deductions required by federal, state and local taxes and as otherwise required by law, payable in equal semimonthly payments or in accordance with the Employer's regular ’s standard payroll policy for salaried employees schedule, but not less frequently than monthly; the Board (or a committee thereof) may, but shall not be required to, increase the "SALARY"). Thereafterannual base salary during the Term; the Executive’s annual base salary, or earlier as in effect from time to time time, is referred to herein as the “Base Salary”;
(b) participate in any short-term and long-term incentive compensation plans, discretionary annual bonus plans and such other management incentive programs of the Company, if any, approved by the Board that are generally available to the Company’s senior executives as determined by the Board in its sole discretion and may receive annual performance cash awards (“Annual Cash Awards”) at the rate of 100% of Base Salary (the “Target Percentage”), if certain performance goals are reached as identified and approved by the Compensation Committee of the Board (the “Compensation Committee”), but not to exceed the maximum award permissible under the applicable incentive plan for such Annual Cash Awards, it being understood that Annual Cash Awards at targeted levels of performance and the actual amount of each Annual Cash Award shall be determined in the discretion of the Compensation Committee of the BoardCommittee, but not less frequently than annually, the Compensation Committee shall perform a review of and the Executive's Salary based on Executive's performance of his duties ’s participation in one year shall not guarantee participation in any other year, and the Employer's establishment of any such plan in one year shall not require such plan in any other compensation policies. The Compensation Committee may, in its sole discretion, increase year;
(but not decreasec) the Salary following such review.
2.2 In addition, Executive shall will be entitled to receive a cash bonus not participate, on the same basis generally as other similarly situated employees of the Company, in all employee benefits plans and programs, subject to exceed fifty percent (50%) the terms of his base salary to such plans, as may be paid based upon performance criteria to be established offered by the Board Company from time to time;
(d) reimbursement of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer's normal such expense reimbursement policypolicies of the Company as in effect from time to time; and
(e) paid vacation of six(6) weeks per year, subject to the Company’s or its affiliates’ policies respecting vacation as in effect from time to time.
2.4 As long as this Agreement is in effect, (f) the Executive shall may be entitled eligible to participate in the medical SAExploration Holdings, Inc. Amended and Restated 2018 Long-Term Incentive Plan, as may be amended, restated and supplemented from time to time (including hospitalization), dental, life the “Equity Incentive Plan”) and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for such other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all equity incentive programs or a portion arrangements of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive shall have the right to participate in any additional compensation, benefit, pension, stock option, stock purchase, 401(k) or other plan or arrangement of Employer now or hereafter existing for the benefit of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise Company approved by the Board. Executive shall be entitled Board that are generally available to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effectCompany’s senior executives.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred (g) Notwithstanding any other provisions in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation Agreement to the city where Employer's corporate headquarters are located.
2.9 Subject contrary, any incentive-based compensation, or any other compensation, paid to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, governmental regulation or stock exchange listing requirement or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each policy of the firstCompany adopted to comply with any such law, secondregulation, third or listing requirement, will be subject to such deductions and fourth anniversaries of the initial grant. The Plan shall include terms comparable requirements for repayment (“Clawback”) as may be required to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Controlbe made pursuant to such law, governmental regulation, stock exchange listing requirement, or policy.
Appears in 1 contract
Samples: Executive Employment Agreement (SAExploration Holdings, Inc.)
Compensation and Benefits. 2.1 As compensation for his services to Employer(a) During the term of this Agreement, Employer the Company shall pay to Executive Employee an annual base salary of One Hundred Eighty-Five Thousand Dollars not less than $310,000 ($185,000“Base Salary”), which amount shall be paid according to the Company’s regular payroll practices. The Company agrees to review the Base Salary on an annual basis and adjust the salary to comply with the executive compensation policy in effect at the time of the review. Any increase made to the annual salary will establish the new Base Salary for the Employee. All payments made pursuant to this Agreement shall be reduced by and subject to withholding for all federal, state, and local taxes and any withholding required by applicable laws and regulations.
(b) The Company may provide an annual incentive (the “Annual Incentive”) to the Employee during the first 12-month period that this Agreement is in effect, payable in equal semimonthly payments or in accordance with the Employer's regular payroll policy for salaried employees (the "SALARY"). Thereafter, or earlier from time to time in the discretion Term of the Compensation Committee of the Board, but not less frequently than annually, the Compensation Committee shall perform a review of the Executive's Salary Employment based on Executive's performance of his duties the Employee’s and the Employer's other compensation policies. The Compensation Committee mayCompany’s performance, as determined by the Board (or a committee thereof) in its sole discretion. If such a plan is provided, increase (but the Company shall set a target incentive of not decrease) the Salary following such review.
2.2 In addition, Executive shall be entitled to receive a cash bonus not to exceed fifty less than sixty percent (5060%) of his base salary to be paid based upon performance criteria to be established by the Board of Directors of Employer on an annual basis ("INCENTIVE BONUS").
2.3 Upon Executive's furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, for gifts, travel and entertainment and cellular telephone expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive salary. Such annual incentive shall be reimbursed for such costs and expenses in accordance with Employer's normal expense reimbursement policy.
2.4 As long as this Agreement is in effect, Executive shall be entitled to participate in the medical (including hospitalization), dental, life and disability insurance plans, to the extent offered by Employer, and in amounts consistent with the Employer's policy, for other senior executive officers of Employer, with premiums for all such insurance for Executive to be paid by Employer and all or a portion of the premiums for Executive's dependants to be paid in accordance with Employer's policy.
2.5 Executive the Company’s regular practice for its senior officers, as in effect from time to time, To the extent not duplicative of the specific benefits provided herein, the Employee shall have the right be eligible to participate in any additional all incentive compensation, benefitretirement, pensionsupplemental retirement, stock optionand deferred compensation plans, stock purchasepolicies and arrangements that are provided generally to other senior officers of the Company at a level (in terms of the amount and types of benefits and incentive compensation that the Employee has the opportunity to receive and the terms thereof) determined in the sole discretion of the Board.
(c) Employee agrees that the amounts payable under this Agreement including but not limited to the amount payable under Paragraph 6(a)(l) is good, 401(k) or other plan or arrangement of Employer now or hereafter existing valuable and separate consideration for the benefit non-competition, assignment and release of other senior executive officers of Employer. Executive's participation in Employer's stock option plan shall be developed in relative proportion to Executive's position with Employer.
2.6 Executive shall be entitled to vacation (but in no event less than three (3) weeks per year), holiday and other paid or unpaid leaves of absence consistent with Employer's normal policies for other senior executive officers of Employer or as otherwise approved by the Board. Executive shall be entitled to accrue vacation time for one year. If he does not take the accrued vacation during the next year, he shall be paid for the unused vacation at his Salary rate then in effect.
2.7 Executive shall be entitled to reimbursement for all reasonable costs, including air travel, car rental and temporary housing, incurred in connection with commuting from Los Gatos, California to Employer's corporate headquarters for such period of time as mutually agreed between Executive and Employer and, in any event, for a period of not less than six (6) months from the date of this Agreement.
2.8 Executive shall be entitled to reimbursement for all reasonable relocation costs in connection with his relocation to the city where Employer's corporate headquarters are located.
2.9 Subject to stockholder approval of Employer's 2006 Stock Incentive Plan (the "Plan"), Executive shall be issued an aggregate of 54,000 shares of Employer's common stock pursuant to a restricted stock or restricted stock unit award under the Plan that will vest as to 13,500 shares immediately and as to an additional 10,125 shares on each of the first, second, third and fourth anniversaries of the initial grant. The Plan shall include terms comparable to those contained in Employer's 2004 Stock Option Plan providing for accelerated vesting in a Change in Control.liability provisions
Appears in 1 contract
