Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows: (a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum rate of Three Hundred and Sixty Thousand Dollars ($360,000). The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation Committee. (b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the Company, the Executive shall be entitled to participate in such pension, profit sharing, bonus or incentive compensation, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executive. (c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect. (d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement. (e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies. (f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the Company, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to The first sentence of paragraph 1.2(a) of the Company, 1994 Agreement shall be deleted and the Executive shall, during the Employment Period, be compensated as followsfollowing sentence substituted therefor:
(a) The Company Corporation shall pay to the Executive a base salary (the "Salary") ------ based upon a of not less than $700,000 per annum rate effective retroactively to January 1, 1996, such annual compensation being herein sometimes referred to as the 'base salary.'" Paragraph 1.2(b) of Three Hundred and Sixty Thousand Dollars ($360,000). The Salary the 1994 Agreement shall be payable amended to read, in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if anyits entirety, as may be approved from time to time by the Compensation Committee.follows:
(b) Throughout the Employment Period and The Corporation shall also pay to the extent determined Executive a performance bonus for each fiscal year beginning after December 31, 1995, of 100% of his base salary for such year (the 'Target Bonus') if the Corporation meets its EBIT target for such year (as set by the Compensation Committee of the Board in its discretion to be commensurate the annual budget after consulting with senior management of the Corporation), plus a minimum of 25% of his annual base salary for such year if the Corporation exceeds such EBIT target by 10% or more, plus a minimum of an additional 25% of his base salary for such year if the Corporation exceeds such EBIT target by 20% or more; provided, however, that the Executive remains an employee of the Corporation on the last day of each such fiscal year for which a performance bonus is being paid, except that, in the event of the Executive's level of responsibility within death or his qualification for a benefit under the CompanyCorpora- tion's long term disability plan (the 'LTD Plan'), the Executive shall be entitled to participate in such pension, profit sharing, the entire bonus or incentive compensation, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans to which he would otherwise be entitled had he remained an employee of the Company Corporation as of the last day of the year in which such event of death or additional benefit programs, which may be established by the Company qualification occurred. The performance bonus for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive year shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary payable as soon as administratively feasible after it is determined and shall be payable to any beneficiary as designated by the Executive.
(c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him paid in the performance form of his duties hereunder, provided that cash or Common Stock (based on market price on the Executive shall submit vouchers and other supporting data to substantiate the amount date of said expenses in accordance with Company policy from time to time in effect.
(dpayment) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken a combination thereof as selected by the Executive, shall be taken at but subject to such times limitation on the number of shares as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination Compensation Committee of the Employment Period under Board may have set for such year. For the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term purposes of this Agreement one or more life insurance policies on and subject to extraordinary events, 'EBIT' shall mean the life Corporation's consolidated earnings before interest and taxes, all determined in accordance with generally accepted accounting principles ('GAAP') consistently applied."
Paragraph 1. 2(c)(iv) of the Executive1994 Agreement shall be amended to read, in addition to any policies purchased pursuant to Section 3(b) hereofits entirety, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the Company, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.follows:
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum monthly rate of Three Seven Thousand Five Hundred Dollars until July 15, 2005 and Sixty a monthly rate of Twelve Thousand Five Hundred Dollars thereafter until the completion of the Term ($360,000collectively, the "Salary"). The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the Board shall from time to time determine.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to participate in such pension, 401K, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executive.
(c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirableIn addition, the Company shall be the beneficiary of such policy or policies and grant to the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated on the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled options to purchase the aggregate of Seven Two Hundred and Seventy-Five Fifty Thousand (775,000) shares of Common Stock at an exercise price of the Company vesting over a period of three yearsSeventy Five Cents ($0.75) per share, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any Five Hundred Thousand shares of Common Stock at an exercise price of the CompanyTwo Dollars ($2.00) per share, and Five Hundred Thousand shares of Common Stock at an exercise price of Five Dollars ($5.00) per share (collectively, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C."Stock Options"
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum at the monthly rate of Three Twelve Thousand Five Hundred and Sixty Thousand Dollars ($360,000collectively, the "Salary"). The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, . plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the Board shall from time to time determine.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to participate in such pension, 401K, profit sharing, stock, incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executive.
(c) The Company shall reimburse grant to the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled options to purchase the aggregate of Seven Two Hundred and Seventy-Five Fifty Thousand (775,000) shares of Common Stock at an exercise price of the Company vesting over a period of three yearsSeventy Five Cents ($0.75) per share, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any Five Hundred Thousand shares of Common Stock at an exercise price of Two Dollars ($2.00) per share, and Five Hundred Thousand shares of Common Stock at an exercise price of Five Dollars ($5.00) per share (collectively, the "Stock Options"). The following terms and conditions shall apply to the Stock Options, provided however, that if the Company adopts a stock option plan at any time within one hundred eighty (180) days after the execution of this agreement, the terms of such stock option agreement shall supercede and control with respect to any terms other than the grant provisions set forth in paragraphs 3(c) and 3(c)(i) of this Agreement:
(i) The Stock Options shall expire seven years after the date of grant, and shall vest per month at a rate of l/36th of the amount granted commencing on July 1, 2005 and each month thereafter on the monthly anniversary of the effective date of this Agreement and shall be fully vested on the date which is thirty six (36) months following the execution of this Agreement. Options with a lower exercise price shall vest prior to options with a higher exercise price. Once vested, the Stock Options shall remain exercisable through the expiration date notwithstanding any termination of the Executive's employment hereunder.
(ii) In the event of a Change in Control of the Company, all unvested Stock Options shall immediately vest and remain exercisable through the Executive expiration of such Stock Option. A "Change in Control" shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.be deemed to have occurred:
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum rate of Three Hundred and Sixty Fifty Thousand Dollars ($360,00050,000); provided that upon the closing of a public offering of the shares of Common Stock of the Company pursuant to a registration statement filed with the Securities and Exchange Commission (other than a registration statement on Form S-4 or Form S-8) (a "Public Offering"), the Salary shall thereupon be increased to the amount of One Hundred Thousand Dollars ($100,000) per annum. The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard; provided that annual increases for each of the first two years after a Public Offering shall be of an amount of not less than ten percent (10%) of the prior year's Salary. The Salary shall be subject to normal periodic review by the Board at least annually for increases based on the salary policies of the Company and the Executive's contributions to the enterprise. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the Board shall from time to time determine.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to participate in such pension, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participateIn addition, and the Company shall grant to the Executive options to purchase a life insurance policy on the life that number of shares of Common Stock of the Executive, Company pursuant to an Incentive Stock Option Plan of the death benefit Company (the "Plan") equal to two and one-half percent (2.5%) of which shall equal two the issued and outstanding shares of Common Stock of the Company as of the date hereof (2) times the Executive's annual salary and shall be payable but not including shares of Common Stock issuable pursuant to any beneficiary warrants of the Company outstanding as designated of the date hereof or issuable pursuant to that certain Letter of Intent between the Company and Winfield Capital Corp. dated April 1, 1996), such grant to be subject to the terms and conditions of the Plan and a Grant Agreement to be executed by the ExecutiveExecutive at the time of such grant.
(c) The Company shall reimburse the Executive from time to time on a monthly basis for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such said policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the Company, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum monthly rate of Nine Thousand Five Hundred Eighty-Three Hundred Dollars and Sixty Thousand Dollars ($360,000)Thirty-Four Cents. The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the Board shall from time to time determine.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to participate in such pension, 401K, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executive.
(c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirableIn addition, the Company shall be the beneficiary of such policy or policies and grant to the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated on the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled options to purchase the aggregate of Seven Four Hundred and Seventy-Five Thousand (775,000) shares of Common Stock at an exercise price of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option AgreementSeventy Five Cents ($O.75) per share. The Executive hereby agrees that immediately upon the acquisition of any Four Hundred Thousand shares of Common Stock at an exercise price of the CompanyTwo Dollars ($2.00) per share, and Two Hundred Thousand shares of Common Stock at an exercise price of Four Dollars ($4.00) per share (collectively, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C."Stock Options"
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary at an annual rate of two hundred twenty five thousand dollars ($225,000.00) plus such increases, if any, as may be approved from time to time by the Board (the "“Salary") ------ based upon a per annum rate of Three Hundred and Sixty Thousand Dollars ($360,000”). The Salary shall be payable in periodic equal installments not less frequently than monthlysemimonthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the board of directors, plus increases in its sole and minus decreases in the Salaryabsolute discretion, if any, as may be approved shall from time to time by the Compensation Committeedetermine.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to participate in such pension, 401K, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above Health benefits offered to the Executive shall be entitled include an allowance of up to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participate, and the Company shall purchase a life $1,500 per month for family health insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executivecoverage.
(c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunderIn addition, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions upon execution of this Agreement.
(e) If , the Parent Company purchases and maintains at any time during shall grant, subject to the term of this Agreement one or more life insurance policies on the life approval of the ExecutiveParent Company’s board of directors, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the options to acquire common stock of the Parent Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") “Common Stock”), with vesting and exercise price as set forth below, and with cashless exercise and such other terms as set forth in the form of option attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand “A” (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the Companycollectively, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.“Stock Options”).
Appears in 1 contract
Compensation and General Benefits. As full compensation for his --------------------------------- her services to the Companyunder This Agreement, the Executive shall, during the Employment Period, shall be compensated as follows:
(a) The Company Corporation shall pay the Executive an annual salary of $67,500.00. Two-thirds (2/3) of the annual salary ($45,000) is payable in cash simultaneously with the bi-weekly payroll of the Corporation. One-third (1/3) of the annual salary ($22,500) is payable in shares of The Canton Industrial Corporation stock issued on a monthly basis. The stock received by the Executive shall be issued pursuant to applicable exemptions from registration, and/or made available pursuant to a Form S-8 registration and shall be valued at the average bid price for the ten pay period preceding the end of the month during which the Executive serves as such, or the closing bid price for the quarter, whichever is lower, fractional shares shall be rounded up to the Executive a salary (the "Salary") ------ based upon a per annum rate of Three Hundred and Sixty Thousand Dollars ($360,000)nearest whole share. The Salary Executive shall also be entitled to other bonuses as they become available, to be reviewed by the Board of Directors. The annual salary of the Executive shall be payable in subject to normal periodic equal installments not less frequently than monthlyreview on a bi-annual basis, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard of Directors.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the Company, the The Executive shall be entitled to participate in such pension, profit sharing, bonus or incentive compensation, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical and health benefits and other plans of the Company or additional benefit programs, which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive is eligible to participate in such plans under profit-sharing, bonus, incentive, or any other transactions in which an employee of the terms Corporation receives, or may receive, additional compensation, including, but not limited to, receipt of stock in other organizations (such plans. Notwithstanding as the above 504 incentives type of compensation, etc.), and performance award programs which provide opportunities to receive compensation which are the greater of opportunities (i) then provided by the Corporation to executives, and or other employees with reasonably comparable authority and duties (and in any event not lesser than those provided to executives or regular employees with junior authority or duties), or (ii) available to the Executive shall be entitled immediately prior to participate in any stock option plan that may be adopted by the Company in its discretion and in which any effective date of the Company's executive employees participate, and the Company shall purchase a life insurance policy on the life of the Executive, the death benefit of which shall equal two (2) times the Executive's annual salary and shall be payable to any beneficiary as designated by the Executivethis Agreement.
(c) The Company shall reimburse the Executive from time to time for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacationreceive employee benefits, leave of absenceif available, including, without limitation, pension, disability, group life, sickness, accident and health insurance programs and split-dollar life insurance programs, and leave for illness prerequisites provided by the Corporation to executives which are the greater of the employee benefits and prerequisites (i) then provided by the Corporation to executives with comparable authority or temporary disability duties (and in any event not lesser than those provided to executives with junior authority or duties), or (ii) available to the Executive immediately prior to the effective date of this Agreement, all in accordance with the policies of the Company in effect from time to time for its executive officersCorporation's Employee Manual. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the CompanyAdditionally, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto have additional paid vacation time as Exhibit C.follows: first year of employment two weeks, one to two years three weeks; three or more years four weeks. The Executive will only be available for 4 hours on Fridays.
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Compensation and General Benefits. As full compensation for his --------------------------------- services to the Company, the Executive shall, during the Employment Period, be compensated as follows:
(a) The Company shall pay to the Executive a salary (the "Salary") ------ based upon a per annum rate of Three Hundred and Sixty Seventy-Five Thousand Dollars ($360,00075,000). The Salary shall be payable in periodic equal installments not less frequently than monthly, less such sums as may be required to be deducted or withheld under applicable provisions of federal, state and local law, plus increases and minus decreases in the Salary, if any, as may be approved from time to time by the Compensation CommitteeBoard. The Salary shall be subject to normal periodic review by the Board at least annually for increases based on the salary policies of the Company and the Executive's contributions to the enterprise. The Company shall pay such annual bonus to the Executive based upon such performance and other standards as the Board shall from time to time determine. The Company shall reimburse the Executive for his reasonable moving and relocation expenses in assuming his duties, provided satisfactory written evidence of payment is submitted to the Company within ninety (90) days following the Effective Date.
(b) Throughout the Employment Period and to the extent determined by the Compensation Committee in its discretion to be commensurate with the Executive's level of responsibility within the CompanyPeriod, the Executive shall be entitled to (i) family medical and dental insurance coverage; and (ii) to participate in such pension, profit sharing, stock incentive, bonus or incentive compensation, stock option, stock purchase, incentive, group and individual disability, group and individual life, survivor income, sickness, accident, dental, medical accident and health benefits and other plans of the Company or additional benefit programs, plans or arrangements of the Company which may be established by the Company for its executive officers, as and to the extent any such benefit programs, plans and arrangements as set forth in (ii) above are or may from time to time be in effect, as determined by the Company in its discretion and pursuant to the terms hereof and as and to the extent that the Executive Company is eligible to participate in such plans under the terms of such plans. Notwithstanding the above the Executive shall be entitled to participate in any stock option plan that may be adopted by the Company in its discretion and in which any of the Company's executive employees participateIn addition, and the Company shall grant to the Executive options to purchase a life insurance policy on the life 75,000 shares of Common Stock of the ExecutiveCompany pursuant to the Incentive Stock Option Plan of the Company (the "Plan") and subject to Paragraph 5(b), such options shall vest in three (3) equal installments on each one year anniversary date of this Agreement for three consecutive years, such grant to be subject to the death benefit terms and conditions of which shall equal two (2) times the Executive's annual salary Plan and shall a Grant Agreement to be payable to any beneficiary as designated executed by the ExecutiveExecutive at the time of such grant.
(c) The Company shall reimburse the Executive from time to time on a monthly basis for all reasonable and customary business expenses incurred by him in the performance of his duties hereunder, provided that the Executive shall submit vouchers and other supporting data to substantiate the amount of said expenses in accordance with Company policy from time to time in effect.
(d) Throughout the Employment Period, the Executive shall be entitled to four (4) weeks of annual vacation, leave of absence, and leave for illness or temporary disability in accordance with the policies of the Company in effect from time to time for its executive officers. Vacation leave and leave of absence, if taken by the Executive, shall be taken at such times as are reasonably acceptable to the Company. Any leave on account of illness or temporary disability which is short of Total Disability (as defined in Section 4(d)(ii) hereof) shall not constitute a breach by the Executive of his agreements hereunder even though leave on account of a Total Disability may be deemed to result in a termination of the Employment Period under the applicable provisions of this Agreement.
(e) If the Company purchases and maintains at any time during the term of this Agreement one or more life insurance policies on the life of the Executive, in addition to any policies purchased pursuant to Section 3(b) hereof, in whatever amount or amounts which the Company deems desirable, the Company shall be the beneficiary of such policy or policies and the Executive shall cooperate with the Company and submit to such reasonable medical examinations as are necessary to enable the Company to purchase and maintain in full force and effect such additional insurance policy or policies.
(f) The Company and the Executive have entered into an Option Agreement dated the date hereof (the "Option Agreement") attached hereto as Exhibit B, ---------------- pursuant to which the Executive is entitled to purchase the aggregate of Seven Hundred and Seventy-Five Thousand (775,000) shares of Common Stock of the Company vesting over a period of three years, subject to certain other terms, conditions and provisions, all as more particularly set forth in the Option Agreement. The Executive hereby agrees that immediately upon the acquisition of any shares of Common Stock of the Company, the Executive shall enter into a shareholder's agreement substantially in the form attached hereto as Exhibit C.
Appears in 1 contract
