COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary at an annual rate of (i) $172,000 during the period from Effective Date and continuing until such time as Executive is devoting his full-time efforts to the Company and is no longer performing the Transition Services, and thereafter at rate of $212,000 through the one-year anniversary of the Effective Date; and (ii) 232,000 for the period commencing after the one-year anniversary of the Effective Date and for the remaining term of this Agreement. The base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to SECTION 2(E), above, the Company shall continue to pay Executive's then-current base salary for the remaining term of this Agreement, without regard to any employment of Executive by a third party.
3.2 In addition to the base salary to be paid to Executive hereunder, the Company shall pay to Executive an annual performance bonus (the "BONUS") determined in accordance with a management incentive plan approved the Board on an annual basis. The management incentive plan will provide for the payment of a Bonus of not less than $25,000, provided that the Bonus may be up to $100,000 based upon achieving the "target" objectives set forth in the management incentive plan.
3.3 Executive shall be entitled each year to vacation for a minimum of three calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full.
3.4 As soon as practicable following the effective date of stockholder approval of the Company's 2005 Stock Incentive Plan (the "PLAN") (which shall occur approximately twenty days following the date a Schedule 14C Information Statement describing stockholder approval of the Plan is first mailed to stockholders), Executive shall be granted an non-qualified stock option to purchase 2,775,000 shares (or 300,000 shares after giving effect to the 1-for-9.25 reverse stock split presently contemplated by the Company) of the Company's common stock at a per share exercise price equal to the "fair market value" of such shares on the date the option is approved by the Company's Board of Directors. The options shall be granted pursuant to the Plan, and shall be evidenced by a stock option agreement vest as to ...
COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $200,000 ($220,000 if promoted to Chief Executive Officer) during the term of this Agreement ("BASE SALARY"). The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Sections 3.1 (b), (c), (e), (f) or (g), above, Executive or Executive's estate shall continue to receive Executive's Base Salary plus the Bonus, if any, applicable for achieving "target" objectives and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Executive shall also receive payment for all approved expenses for which he has not been reimbursed pursuant to Section 4.4. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to Section 3.1 (c), (e), (f) or (g), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined to be a competitor of the Company.
4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with revenue milestones to be agreed upon between Executive and the Board on a quarterly basis. Executive shall be eligible to receive a Bonus of up to seventy-five percent (75%) of Executive's Base Salary for each quarter upon achieving the "target" objectives set forth in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan agreed to between Executive and the Chief Executive Officer or the Board.
4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full.
4.4 Executive shall be entitled to reimbursement from the Company for the reasonable and necessary costs and expenses which he incurs in connection with the performance of his duties an...
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary (the “Base Salary”) at an annual rate of (i) $325,000 for the period effective from the Effective Date through December 31, 2010, and (ii) $350,000 for the period from January 1, 2011 through the remainder of the Term, which Base Salary shall be subject to increase, but not decrease, at the discretion of the Board. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to similarly situated executive officers of the Company, but in any event, no less frequently than monthly.
3.2 Commencing with fiscal year 2010 and for each fiscal year during the Term thereafter during which Executive is performing services to the Company, Executive shall be eligible to receive an annual cash bonus on the terms described on Exhibit A attached hereto (the “EBITDA Bonus”).
3.3 During the Term, Executive shall be entitled each year to vacation for a minimum of four calendar weeks (pro-rated for any partial year of service during the Term), plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full. To the extent that Executive does not use any such vacation during any year, up to two calendar weeks of such unused vacation shall be carried over from year to year; provided, however that in no event shall Executive’s total accrued but unused vacation at any time exceed six weeks.
3.4 Executive shall receive a restricted stock unit award (the “RSU Award”) for an aggregate of 5,778,500 shares of common stock of the Company (the “Common Stock”). Except as otherwise provided below, and subject to earlier termination in accordance with its terms, the RSU Award shall vest 50% on a date which is 13 months following the grant date, and 10% on each date which is 18, 24, 30, 36 and 42 months following the grant date. Executive shall be afforded the opportunity to defer receipt of the Common Stock underlying the RSU Award pursuant to a deferral election. The RSU Award agreement (the “RSU Agreement”) will provide for the full acceleration of all applicable vesting requirements of all shares granted under the RSU Agreement upon a change in control of the Company, as defined in the RSU Agreement. The RSU Agreement shall be in the form of Exhibit B attached hereto. Any variation from the RSU Agreement attached as Exhibit B shall be mutually agreed upo...
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary at an annual rate of $140,400 during each contract year of this Agreement. The base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Section 2(e) or Section 2(f), above, the Company shall continue to pay to Executive all of the compensation provided for in this Section 3 until the expiration of the term of this Agreement.
3.2 Executive shall be entitled to reimbursement from the Company for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Board for executive officers. Executive shall be entitled to reimbursement for business-class travel expenses for any flight in excess of 1,000 miles.
3.3 The Company shall provide Executive with a monthly automobile allowance of $420, and shall pay an aggregate of $380 per month for Executive's membership in one or more country, professional or social clubs.
3.4 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments.
COMPENSATION; EXECUTIVE BENEFIT PLANS. 4.1 The Company shall pay to Executive a base salary at an annual rate of $180,000 during each fiscal year of this Agreement ("BASE SALARY"), subject to adjustment on an annual basis by the Board. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. Executive shall receive a commission of 1% on all product sales of the Company. This percentage is subject to review at the end of each fiscal year. The Executive will receive a non-recoverable draw of $60,000 during the first six months of this agreement. In the event that Executive's employment is terminated pursuant to SECTION 3.1(E) OR (F), above, Executive shall continue to receive Executive's Base Salary and shall be entitled to continued participation in the Company Executive Benefit Plans (as defined below) for a period of six (6) months. Notwithstanding the foregoing, the Company shall not be obligated to pay Executive any amounts hereunder following the termination of Executive's employment pursuant to SECTION 3.1(E) OR (F), above, from and after any time that Executive accepts an employment or consulting position with any person or entity that is determined by the Board, in the exercise of its reasonable discretion, to be a competitor of the Company.
4.2 In addition to the Base Salary to be paid to Executive hereunder, the Company shall pay a performance bonus (the "BONUS") determined in accordance with a management incentive plan to be agreed upon between Executive and the Board on an annual basis. The management incentive plan will provide for the payment of a Bonus equal to twenty-five percent (25%) of Executive's then-current Base Salary upon achieving the "target" objectives set forth in the management incentive plan, and payments of such lesser or greater amounts upon achieving results less than or greater than the "target" objectives as shall be contained in the management incentive plan.
4.3 Executive shall be entitled each year to vacation for a minimum of four (4) calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full.
4.4 Executive shall be entitled to reimbursement from the Company for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner co...
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary at an annual rate of $250,000 during each fiscal year of this Agreement. The base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company. In the event that Executive's employment is terminated pursuant to Section 2(e) or Section 2(f), above, the Company shall continue to pay Executive's then-current base salary for a period of 12 months following the effective date of such termination.
3.2 In addition to the base salary to be paid to Executive hereunder, for each fiscal year commencing January 1, 2002, the Company shall pay a bonus to Executive (the "Bonus") determined in accordance with the Company's management incentive plan for its executive officers with such "corporate goals" and "individual goals" for Executive as the Board shall from time-to-time approve, with Executive's target for such Bonus set at 60% of Executive's then-current base salary upon achieving 100% of Executive's "corporate goals" and "individual goals." In determining whether Executive has achieved any of the "corporate goals" or "individual goals" established for Executive by the Board, the Board shall consider any extraordinary events or circumstances which may occur, the impact of those events on the "corporate goals" or "individual goals" established for Executive by the Board, and the extent to which those events were out of the control of Executive.
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary (the “Base Salary”) at an annual rate of $225,000, retroactive to March 3, 2015, which Base Salary shall be subject to increase, but not decrease, at the discretion of the Board. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to similarly situated executive officers of the Company, but in any event, no less frequently than monthly. At the first payroll payment date following the Effective Date, the Company shall pay to Executive the difference between the Base Salary and the amount of base salary previously paid to Executive for the period from (and including) March 3, 2015 through the Effective Date.
3.2 Commencing with fiscal year 2015 and for each fiscal year during the Term thereafter during which Executive is performing services to the Company, Executive shall be eligible to receive an annual cash bonus on the terms described on Exhibit A attached hereto (the “Annual Bonus”).
3.3 During the Term, Executive shall be entitled each year to vacation for a minimum of three calendar weeks, increasing to a minimum of four calendar weeks after four consecutive years of employment with the Company, pro-rated for any partial year of service during the Term, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time her compensation shall be paid in full.
3.4 During the Term, Executive shall be entitled to reimbursement from the Company for the reasonable costs and expenses which she incurs in connection with the performance of her duties and obligations under this Agreement, substantiated in a manner consistent with the Company’s practices and policies as adopted or approved from time to time by the Board for executive officers. For the avoidance of doubt, “business class” travel shall constitute reasonable costs and expenses on any flight greater than five hours in duration.
3.5 The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income and employment tax withholding.
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1. The Company shall pay to Executive a base salary ("Base Salary") at an annual rate of $175,000.00 during the term of his employment pursuant to this Agreement. The base salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to other executive officers of the Company.
3.2. Executive shall be entitled each year to vacation for a minimum of three calendar weeks, plus such additional period or periods as the Board may approve in the exercise of its reasonable discretion, during which time his compensation shall be paid in full.
3.3. Executive shall be entitled to reimbursement from the Company for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement in a manner consistent with the Company's practices and policies as adopted or approved from time to time by the Board for executive officers.
3.4. The Company may deduct from any compensation payable to Executive the minimum amounts sufficient to cover applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments.
3.5. The Company shall reimburse Executive and Executive's covered dependents under any Company Executive Benefit Plan (as defined in Section 4 hereof) for the full amount of any cost, expense, deductible, co-payment or other amount incurred or paid by Executive in connection with Executive's or any of Executive's dependents' coverage under any such Executive Benefit Plans. The Company further agrees to pay such costs directly if
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary (the “Base Salary”) at an annual rate of $300,000 for the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date. At the commencement of each subsequent twelve (12) month period during the Term, the “Base Salary” shall increase by no less than 5% (five percent) per annum from the previous year. The Base Salary shall be payable in installments throughout the year in the same manner and at the same times the Company pays base salaries to similarly situated executive officers of the Company, but in any event, no less frequently than monthly.
3.2 Commencing with fiscal year 2007 and for each fiscal year during the Term thereafter during which Executive is performing services to the Company, the Company shall maintain a Management Incentive Program, pursuant to which the Company will set aside in a fund a discretionary amount to be determined by the Company’s Board of Directors based upon of the Company's EBIT for such fiscal year (the “MIP Fund”). Executive and such other members of management as determined by the Board of Directors shall be paid a bonus (the “EBIT Bonus”). Executive's EBIT Bonus target for the fiscal years ending December 31, 2007 and December 31, 2008 will be no less than 15 (fifteen) percent of the MIP Fund. As a percentage of the MIP Fund, this target will increase at no less than 5% per year so long as Executive remains employed with the Company. For purposes hereof, “EBIT” shall mean earnings before interest and taxes, calculated based on the Company's audited consolidated financial statements for the applicable fiscal year prepared in accordance with generally accepted accounting principles in the United States. Executive's EBIT Bonus for fiscal year 2007 will be pro rated for the number of days Executive is employed hereunder in fiscal 2007. The EBIT Bonus, if any, shall be payable in cash or cash equivalent by April 15 of the year immediately following the fiscal year for which such EBIT Bonus is calculated.
COMPENSATION; EXECUTIVE BENEFIT PLANS. 3.1 The Company shall pay to Executive a base salary (the “Base Salary”) at an annual rate of (i) $300,000 for the period effective from the Effective Date through December 31, 2010, and (ii) $325,000 for the period from January 1, 2011 through the remainder of the Term, which Base Salary shall be subject to increase, but not decrease, at the discretion of the
