Common use of Compensation Benefits and Related Matters Clause in Contracts

Compensation Benefits and Related Matters. The Executive will receive from the Company the following: (a) An annual base salary of $375,000 (the “Base Salary”) less all applicable withholdings, paid on the Company’s regularly scheduled payroll dates, and subject to increase but not decrease; provided, that in the event of a Change of Control, Executive’s Base Salary shall be increased to $400,000. (b) No later than March 15, 2021, Executive and the Company will enter into necessary and appropriate agreements to cause Executive to receive Incentive Equity in the Company, all of which contain voting rights. In the event of a Change of Control, all unvested Incentive Equity shall immediately vest unless Executive receives an employment offer in connection with such Change of Control with an increase to Executive’s base salary as identified in Section 3(a) and target bonus opportunity (excluding equity-based compensation or incentives) that is no less favorable than Executive’s target bonus opportunity immediately preceding the Change of Control in which case sixty percent (60%) of all unvested Incentive Equity on such date shall immediately vest with the remainder vesting on the twelve (12) month anniversary following such Change of Control; provided, further, that if Executive’s employment is terminated by Executive for Good Reason, all unvested Incentive Equity shall immediately vest upon such termination; and if the Executive’s employment is terminated by the Company without Cause at any time, the vesting of any unvested incentive equity will immediately accelerate by 18 months worth of vesting based on the Executive’s normal vesting schedule. (c) Executive will be eligible to receive an annual target incentive bonus of $275,000 (the “Annual Bonus”). The Annual Bonus shall be based upon Executive meeting the annual applicable benchmarks determined by the Board in its sole and absolute discretion and communicated to the Executive. Each Annual Bonus shall not vest and shall be deemed earned only when paid. In cases of any termination event initiated by the Company, other than for Cause, or for a termination event initiated by the Executive for Good Reason, the annual bonus shall be deemed earned ratably on a monthly basis. The total earned portion of each Annual Bonus shall be paid out during the first payroll period of February following the calendar year in which such Annual Bonus is earned; provided, that if the Board determines that payment of the Annual Bonus in cash would be materially detrimental to the survival of the Company, payment of the Annual Bonus may be delayed until the Company is able to pay such delayed Annual Bonus. (d) In the event of an Initial Public Offering (“IPO”) or a Special Purpose Acquisition Company (“SPAC”) transaction, Executive will receive a one-time cash bonus amount equal to $525,000 to be paid immediately preceding the anticipated closing of the transaction. The Company may in its sole discretion deposit those funds into an escrow account with an escrow agent of its choosing to be disbursed to the Executive within a reasonable time period prior to the anticipated closing of the transaction. Should the IPO or SPAC transaction fail to occur, Executive agrees to repay the Company the entire amount of the cash bonus within 30 days, with an option to extend by an additional 30 days if needed. (e) Participation in all benefits plans, including welfare benefit and retirement plans and programs, and entitlement to receive fringe benefits and perquisites, in each case in accordance with the Company’s plans from time to time in effect which are made available by the Company to its senior executives and, without duplication, its employees generally; provided, that the Company will obtain standard disability insurance for its senior executives. During the Term, to the extent permissible under applicable law, the Company shall pay on behalf of Executive the employee portion of insurance premiums for medical, dental, vision and disability insurance benefits on a tax-neutral basis, up to a maximum value of $1,400.00 in total cost per calendar month, subject to Executive’s continued employment on the first day of each month and subject to Executive’s enrollment in the Company’s applicable welfare benefit plan(s). This payment shall be in addition to any benefit related subsidy the Company provides to similarly situated employees on a pre-tax basis. (f) Four (4) weeks of vacation per year, and as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect for its senior executives and, without duplication, its employees generally. (g) Subject to Section 9(c) of this Agreement and in accordance with the Company time and expense policies, reimbursement for expenses reasonably incurred by the Executive in connection with his employment. (h) During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, the Company shall defend, indemnify and hold harmless the Executive (other than in connection with the Executive’s gross negligence or willful misconduct) for all actions undertaken by the Executive on behalf of the Company in accordance with the Company’s customary indemnification policies and procedures which are applicable to the Company’s officers and directors. (i) During the Term, the Company shall cause the Executive to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time. The Company shall use commercially reasonable efforts to cause the Executive to continue to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time for a reasonable period (which shall in no event exceed six (6) years) after the Employment Period, provided that such coverage for the Executive is reasonably available from the Company’s then-existing insurance compan(ies) and is reasonably priced, in each case as determined by the Company in its good faith discretion. (j) During the Term, the Company shall reimburse Executive, or shall reimburse Executive’s counsel directly, for all reasonable documented legal fees and expenses incurred in connection with the negotiation of this Agreement, equity documents, and any related documents, including but not limited to all fees and expenses accrued prior to the execution of this Agreement related to Executive’s negotiations with the Company.

Compensation Benefits and Related Matters. The Executive will receive from the Company the following: (a) An annual base salary of $375,000 250,000 (the “Base Salary”) less all applicable withholdings, paid on the Company’s regularly scheduled payroll dates, and subject to increase but not decrease; provided, that in the event of a Change of Control, Executive’s Base Salary shall be increased to $400,000275,000. (b) No later than March 15, 2021, Executive and the Company will enter into necessary and appropriate agreements to cause Executive to receive Incentive Equity in the Company, all of which contain voting rights. In the event of a Change of Control, all unvested Incentive Equity shall immediately vest unless Executive receives an employment offer in connection with such Change of Control with an increase to Executive’s base salary as identified in Section 3(a) and a target bonus opportunity (excluding equity-based compensation or incentives) that is no less favorable than Executive’s target bonus opportunity immediately preceding the Change of Control in which case sixty percent (60%) of all unvested Incentive Equity on such date shall immediately vest with the remainder vesting on the twelve (12) month anniversary following such Change of Control; provided, further, that if Executive’s employment is terminated by Executive for Good Reason, all unvested Incentive Equity shall immediately vest upon such termination; and if the Executive’s employment is terminated by the Company without Cause at any time, the vesting of any unvested incentive equity will immediately accelerate by 18 months worth of vesting based on the Executive’s normal vesting schedule. (c) Executive will be eligible to receive an annual target incentive bonus of $275,000 150,000 (the “Annual Bonus”). The Annual Bonus shall be based upon Executive meeting the annual applicable benchmarks determined by the Board in its sole and absolute discretion and communicated to the Executive. Each Annual Bonus shall not vest and shall be deemed earned only when paid. In cases of any termination event initiated by the Company, other than for Cause, or for a termination event initiated by the Executive for Good Reason, the annual bonus shall be deemed earned ratably on a monthly basis. The total earned portion of each Annual Bonus shall be paid out during the first payroll period of February following the calendar year in which such Annual Bonus is earned; provided, that if the Board determines that payment of the Annual Bonus in cash would be materially detrimental to the survival of the Company, payment of the Annual Bonus may be delayed until the Company is able to pay such delayed Annual Bonus. (d) In the event of an Initial Public Offering (“IPO”) or a Special Purpose Acquisition Company (“SPAC”) transaction, Executive will receive a one-time cash bonus amount equal to $525,000 425,000 to be paid immediately preceding the anticipated closing of the transaction. The Company may in its sole discretion deposit those funds into an escrow account with an escrow agent of its choosing to be disbursed to the Executive within a reasonable time period prior to the anticipated closing of the transaction. Should the IPO or SPAC transaction fail to occur, Executive agrees to repay the Company the entire amount of the cash bonus within 30 days, with an option to extend by an additional 30 days if needed. (e) Participation in all benefits plans, including welfare benefit and retirement plans and programs, and entitlement to receive fringe benefits and perquisites, in each case in accordance with the Company’s plans from time to time in effect which are made available by the Company to its senior executives and, without duplication, its employees generally; provided, that the Company will obtain obtains standard disability insurance for its senior executives. During the Term, to the extent permissible under applicable law, the Company shall pay on behalf of Executive the employee portion of insurance premiums for medical, dental, vision and disability insurance benefits on a tax-neutral basis, up to a maximum value of $1,400.00 in total cost per calendar month, subject to Executive’s continued employment on the first day of each month and subject to Executive’s enrollment in the Company’s applicable welfare benefit plan(s). This payment shall be in addition to any benefit related subsidy the Company provides to similarly situated employees on a pre-tax basismonth. (f) Four (4) weeks of vacation per year, and as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect for its senior executives and, without duplication, its employees generally. (g) Subject to Section 9(c) of this Agreement and in accordance with the Company time and expense policies, reimbursement for expenses reasonably incurred by the Executive in connection with his employment. (h) During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, the Company shall defend, indemnify and hold harmless the Executive (other than in connection with the Executive’s gross negligence or willful misconduct) for all actions undertaken by the Executive on behalf of the Company in accordance with the Company’s customary indemnification policies and procedures which are applicable to the Company’s officers and directors. (i) During the Term, the Company shall cause the Executive to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time. The Company shall use commercially reasonable efforts to cause the Executive to continue to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time for a reasonable period (which shall in no event exceed six (6) years) after the Employment Period, provided that such coverage for the Executive is reasonably available from the Company’s then-existing insurance compan(ies) and is reasonably priced, in each case as determined by the Company in its good faith discretion. (j) During the Term, the Company shall reimburse Executive, or shall reimburse Executive’s counsel directly, for all reasonable documented legal fees and expenses incurred in connection with the negotiation of this Agreement, equity documents, and any related documents, including but not limited to all fees and expenses accrued prior to the execution of this Agreement related to Executive’s negotiations with the Company.

Compensation Benefits and Related Matters. The Executive will receive from the Company the following: (a) An annual base salary of $375,000 425,000 (the “Base Salary”) less all applicable withholdings, paid on the Company’s regularly scheduled payroll dates, and subject to increase but not decrease; provided, that in the event of a Change of Control, Executive’s Base Salary shall be increased to $400,000450,000. (b) No later than March 15, 2021, Executive and the Company will enter into necessary and appropriate agreements to cause Executive to receive Incentive Equity in the Company, all of which contain voting rights. In the event of a Change of Control, all unvested Incentive Equity shall immediately vest unless Executive receives an employment offer in connection with such Change of Control with an increase to Executive’s base salary as identified in Section 3(a) and a target bonus opportunity (excluding equity-based compensation or incentives) that is no less favorable than Executive’s target bonus opportunity immediately preceding the Change of Control in which case sixty percent (60%) of all unvested Incentive Equity on such date shall immediately vest with the remainder vesting on the twelve (12) month anniversary following such Change of Control; provided, further, that if Executive’s employment is terminated by Executive for Good Reason, all unvested Incentive Equity shall immediately vest upon such termination; and if the Executive’s employment is terminated by the Company without Cause at any time, the vesting of any unvested incentive equity will immediately accelerate by 18 months worth of vesting based on the Executive’s normal vesting schedule. (c) Executive will be eligible to receive an annual target incentive bonus of $275,000 (the “Annual Bonus”). The Annual Bonus shall be based upon Executive meeting the annual applicable benchmarks determined by the Board in its sole and absolute discretion and communicated to the Executive. Each Annual Bonus shall not vest and shall be deemed earned only when paid. In cases of any termination event initiated by the Company, other than for Cause, or for a termination event initiated by the Executive for Good Reason, the annual bonus shall be deemed earned ratably on a monthly basis. The total earned portion of each Annual Bonus shall be paid out during the first payroll period of February following the calendar year in which such Annual Bonus is earned; provided, that if the Board determines that payment of the Annual Bonus in cash would be materially detrimental to the survival of the Company, payment of the Annual Bonus may be delayed until the Company is able to pay such delayed Annual Bonus. (d) In the event of an Initial Public Offering (“IPO”) or a Special Purpose Acquisition Company (“SPAC”) transaction, Executive will receive a one-time cash bonus amount equal to $525,000 2,400,000, to be paid immediately preceding the anticipated closing of the transaction. The Company may in its sole discretion deposit those funds into an escrow account with an escrow agent of its choosing to be disbursed to the Executive within a reasonable time period prior to the anticipated closing of the transaction. Should the IPO or SPAC transaction fail to occur, Executive agrees to repay the Company the entire amount of the cash bonus within 30 days, with an option to extend by an additional 30 days if needed. (e) Participation in all benefits plans, including welfare benefit and retirement plans and programs, and entitlement to receive fringe benefits and perquisites, in each case in accordance with the Company’s plans from time to time in effect which are made available by the Company to its senior executives and, without duplication, its employees generally; provided, that the Company will obtain standard disability insurance for its senior executives. During the Term, to the extent permissible under applicable law, the Company shall pay on behalf of Executive the employee portion of insurance premiums for medical, dental, vision and disability insurance benefits on a tax-neutral basis, up to a maximum value of $1,400.00 in total cost per calendar month, subject to Executive’s continued employment on the first day of each month and subject to Executive’s enrollment in the Company’s applicable welfare benefit plan(s). This payment shall be in addition to any benefit related subsidy the Company provides to similarly situated employees on a pre-tax basis. (f) Four (4) weeks of vacation per year, and as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect for its senior executives and, without duplication, its employees generally. (g) Subject to Section 9(c) of this Agreement and in accordance with the Company time and expense policies, reimbursement for expenses reasonably incurred by the Executive in connection with his employment. (h) During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, the Company shall defend, indemnify and hold harmless the Executive (other than in connection with the Executive’s gross negligence or willful misconduct) for all actions undertaken by the Executive on behalf of the Company in accordance with the Company’s customary indemnification policies and procedures which are applicable to the Company’s officers and directors. (i) During the Term, the Company shall cause the Executive to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time. The Company shall use commercially reasonable efforts to cause the Executive to continue to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time for a reasonable period (which shall in no event exceed six (6) years) after the Employment Period, provided that such coverage for the Executive is reasonably available from the Company’s then-existing insurance compan(ies) and is reasonably priced, in each case as determined by the Company in its good faith discretion. (j) During the Term, the Company shall reimburse Executive, or shall reimburse Executive’s counsel directly, for all reasonable documented legal fees and expenses incurred in connection with the negotiation of this Agreement, equity documents, and any related documents, including but not limited to all fees and expenses accrued prior to the execution of this Agreement related to Executive’s negotiations with the Company.

Compensation Benefits and Related Matters. The Executive will receive from the Company the following: (a) An annual base salary of $375,000 425,000 (the “Base Salary”) less all applicable withholdings, paid on the Company’s regularly scheduled payroll dates, and subject to increase but not decrease; provided, that in the event of the SPAC Closing or a Change of Control, Executive’s Base Salary shall be thereafter increased to $400,000500,000. (b) No later than March 15, 2021, Executive and the Company will enter into necessary and appropriate agreements to cause Executive to receive Incentive Equity in the Company, all of which contain voting rights. In the event of a Change of ControlControl during Executive’s continued employment with the Company, all unvested Incentive Equity then held by Executive shall immediately vest unless Executive receives an employment offer in connection with such Change of Control with an increase to Executive’s base salary as identified in Section 3(a) and a target bonus opportunity (excluding equity-based compensation or incentives) that is no less favorable than Executive’s target bonus opportunity immediately preceding the Change of Control in which case sixty percent (60%) of all unvested Incentive Equity on such date shall immediately vest with the remainder vesting on the twelve (12) month anniversary following such Change of Control; provided, further, that if Executive’s employment is terminated by Executive for Good Reason, all unvested Incentive Equity shall immediately vest upon such termination; and if the Executive’s employment is terminated by the Company without Cause at any time, the vesting of any unvested incentive equity Incentive Equity will immediately accelerate by 18 months months’ worth of vesting based on the Executive’s normal vesting schedule. (c) Executive will be eligible to receive an annual target incentive bonus of $275,000 65% of the Base Salary, provided that in the event of the SPAC Closing the annual target incentive bonus shall be thereafter increased to 80% of the Base Salary (the “Annual Bonus”). The Annual Bonus shall is eligible to be earned based upon Executive meeting the annual applicable benchmarks determined by the Board in its sole and absolute discretion and communicated to the Executive. Each Subject to Section 5(d), each Annual Bonus shall not vest and shall be deemed earned only when paid. In cases of any termination event initiated by , subject to Executive’s continued employment with the Company, other than for Cause, or for a termination event initiated by Company through the Executive for Good Reason, the annual bonus shall be deemed earned ratably on a monthly basisapplicable payment date. The total earned portion of each Annual Bonus shall be paid out during the first payroll period of February following the calendar year in which such Annual Bonus is earned; provided, that if the Board determines that payment of the Annual Bonus in cash would be materially detrimental to the survival of the Company, payment of the Annual Bonus may be delayed until the Company is able to pay such delayed Annual Bonus. (d) In the event of the first occurrence following the Effective Date of an Initial Public Offering (“IPO”) or a Special Purpose Acquisition Company (“SPAC”) transaction, (including the Business Combination), Executive will receive a one-time cash bonus amount equal to $525,000 2,400,000, to be paid immediately preceding the anticipated closing of the transaction. The Company may in its sole discretion deposit those funds into an escrow account with an escrow agent of its choosing to be disbursed to the Executive within a reasonable time period prior to the anticipated closing of the transaction. Should the IPO or SPAC transaction fail to occur, Executive agrees to repay the Company the entire amount of the cash bonus within 30 days, with an option to extend by an additional 30 days if needed. (e) Participation in all benefits plans, including welfare benefit and retirement plans and programs, and entitlement to receive fringe benefits and perquisites, in each case in accordance with the Company’s plans from time to time in effect which are made available by the Company to its senior executives and, without duplication, its employees generally; provided, that the Company will obtain standard disability insurance for its senior executives. During the Term, to the extent permissible under applicable law, the Company shall pay on behalf of Executive the employee portion of insurance premiums for medical, dental, vision and disability insurance benefits on a tax---neutral basis, up to a maximum value of $1,400.00 in total cost per calendar month, subject to Executive’s continued employment on the first day of each month and subject to Executive’s enrollment in the Company’s applicable welfare benefit plan(s)) and which benefit will be taxable income to Executive, subject to withholding. This payment shall be in addition to any benefit related subsidy the Company provides to similarly situated employees on a pre-tax basis. (f) Four (4) weeks of vacation per year, and as many holidays, sick days and personal days as are in accordance with the Company’s policy then in effect for its senior executives and, without duplication, its employees generally. (g) Subject to Section 9(c) of this Agreement and in accordance with the Company time and expense policies, reimbursement for expenses reasonably incurred by the Executive in connection with his employment. (h) During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, the Company shall defend, indemnify and hold harmless the Executive (other than in connection with the Executive’s gross negligence or willful misconduct) for all actions undertaken by the Executive on behalf of the Company in accordance with the Company’s customary indemnification policies and procedures which are applicable to the Company’s officers and directors. (i) During the Term, the Company shall cause the Executive to be listed as a named insured, or otherwise covered as an insured person, person under such generally applicable directors and officers insurance insurance-coverage as it may elect to maintain from time to time. The Company shall use commercially reasonable efforts to cause the Executive to continue to be listed as a named insured, or otherwise covered as an insured person, under such generally applicable directors and officers insurance coverage as it may elect to maintain from time to time for a reasonable period (which shall in no event exceed six (6) years) after the Employment Period, provided that such coverage for the Executive is reasonably available from the Company’s then-existing insurance compan(ies) and is reasonably priced, in each case as determined by the Company in its good faith discretion. (j) During the Term, the Company shall reimburse Executive, or shall reimburse Executive’s counsel directly, for all reasonable documented legal fees and expenses incurred in connection with the negotiation of this Agreement, equity documents, and any related documents, including but not limited to all fees and expenses accrued prior to the execution of this Agreement related to Executive’s negotiations with the Company.