Compensation; Expenses; Benefits. (a) The Company shall pay to the Executive during the Employment Period a salary at the annual rate of $300,000 payable in accordance with the payroll policy of the Company as in effect from time to time. The Company may, in its sole discretion, increase (but it shall not, without the written consent of the Executive, decrease) the annual salary payable to the Executive for his services hereunder.
(b) The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by him in the performance of his services under this Employment Agreement, upon presentation of expense statements or vouchers or other supporting information as the Company may reasonably require.
(c) The Executive shall be eligible to receive bonus compensation from the Company in respect of each fiscal year of the Company (or portion thereof) occurring during the Employment Period.
(d) The Executive may participate in all bonus, term life insurance, major medical, hospitalization, pension or retirement, 401(k), sickness or disability and other plans and benefits provided for executive employees of the Company generally, as in effect from time to time (together, the "Benefits"); provided, however, that at no time following a Change in Control shall the terms of the Executive's participation in such plans and the benefits provided to the Executive thereunder be less favorable to the Executive than the Benefits provided to the Executive immediately prior to such Change in Control (disregarding any changes to such participation or benefits made in anticipation of such Change in Control).
(e) The Executive shall be entitled to not less than twenty (20) paid vacation days during each calendar year during the Employment Period.
Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Employee a salary, payable in accordance with the Company's standard payroll practices with respect to senior officers of the Company and/or its affiliated corporations, at a rate of $150,000 per year; provided, that such salary shall be increased to $200,000 for the twelve month period commencing December 1, 1998. Such salary may be increased, but not decreased by the Board of Directors and shall be reviewed by the Board no less frequently than annually. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3 hereof shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated.
(b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee, if any, may deem appropriate. The Employee shall also be entitled to participate in the Company's employee stock option plan, as may be determined by the Company's Board of Directors or Compensation Committee, if any.
(c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans generally available from time to time to the senior officers of the Company, so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Employee shall be entitled to annual vacation in accordance with Company policy at such times as are mutually convenient to Employee and the Company.
(d) The Employee shall be entitled to advances or reimbursement in accordance with the Company's standard business practices for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company in accordance with its usual practice.
(e) The Company shall supply a luxury automobile to Employee for his use and shall pay all costs, including insurance, associated therewith.
(f) The Company shall pay the yearly premium during the Initial Term and any subsequent Renewal Term on a term life insurance policy for the Employee in the amount of $2,000,000 under which the Employee's estate shall be the beneficiary.
Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Executive a salary, payable in equal semi-monthly installments at such times during the month as is customary with the Company with respect to its Executives, at a rate of $100,000 per year. Such salary shall be adjusted annually on July 1st of each year as agreed upon by the Company's Board of Directors. Notwithstanding the foregoing, the salary for any year shall not be less than the preceding year). In addition, the Executive shall be entitled to such increases, bonuses or other payments as may be determined from time to time by the Board of Directors in its discretion and, consistent with benefits provided for other executives, shall be eligible to participate in any pension, profit sharing, incentive, retirement, 401-K or other employee benefit plans now or hereafter in effect for executives for the Company. Additionally, the Executive shall receive term life insurance in the amount of $50,000.
(b) The Executive shall also receive a sign-on bonus, stock warrants, incentive bonus plan and stock option plan, during the term of this agreement, as further described on attachment "A" attached hereto and made a part hereof.
(c) The Executive shall be entitled to reimbursement for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor are supported by the documentation required by the Company in accordance with its usual practice.
Compensation; Expenses; Benefits. During the Transition Period, Executive shall continue to receive his base salary as in effect on the date hereof. The Company shall also continue to reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under Section 3(a) above in accordance with Company policies. Executive shall also be entitled to continue to participate in the Company’s health and welfare benefits on the same basis as members of the Company’s senior management, as well as in the Company’s 401(k) Plan in accordance with its terms and provisions and applicable law.
Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Employee a base salary, payable in equal monthly or more frequent installments, at a rate of $150,000 per year, which amount may be increased at the discretion of the Board commencing thirteen months after the completion by the Company of an initial public offering of its securities.
(b) The Company shall pay the Employee an annual bonus based upon the attainment of performance objectives determined at the discretion of the Board. The bonus amount shall be $25,000 during the first year of the Term if during any fiscal quarter of 1997, the Company achieves break even (giving effect to such bonus).
(c) The Company shall supply to the Employee the use of a corporate vehicle and shall pay all costs, including insurance, associated therewith, providing that Employee's personal use of such vehicle shall not exceed 20% of the total vehicle usage.
(d) The Employee shall be entitled to medical benefits generally available to executive officers of comparable companies having approximately the same sales and profits as the Company, so long as such benefits comply with applicable law and are available at commercially reasonable rates.
(e) The Employee shall be entitled to reimbursement for her ordinary and necessary business expenses incurred in the performance of her duties hereunder provided that her claims therefor are supported by documentation.
Compensation; Expenses; Benefits. For services rendered hereunder, Consultant shall be paid a total of $150,000 dollars in cash compensation and be granted 200,000 of the Trinity Learning Corporation class of common stock. It is hereby acknowledged by the Company that Consultant is an independent contractor and as such Consultant shall not be entitled to receive, and shall not receive, any benefit provided by the Company to its employees, including, without limitation, medical and dental insurance and paid vacation. The Company shall not be responsible for deducting or withholding any taxes or other assessments from any monies that it pays to Consultant under this Agreement or otherwise.
Compensation; Expenses; Benefits. (a) As compensation for his services hereunder in whatever capacity rendered, the Company shall pay the Employee a salary, payable monthly in advance or in more frequent installments and at such times during the month as is customary with respect to senior officers of the Company and/or its affiliated corporations, at a rate of US $75,000 per year. Such salary and the Employee's employee benefits provided pursuant to Paragraph 3(c) hereof shall continue to be paid and provided, regardless of any illness or incapacity of the Employee, until this Agreement is terminated.
(b) The Employee shall also be entitled to receive such bonuses as the Company's Board of Directors or Compensation Committee may deem appropriate.
(c) The Employee and the Employee's spouse and children, if any, shall be entitled to participate in all employee benefit plans generally available from time to time to the senior officers of the Company, so long as such benefits comply with applicable law (including without limitation the Internal Revenue Code and ERISA). In addition, Employee shall be entitled to annual vacation in accordance with Company policy at such times as are mutually convenient to Employee and the Company.
(d) The Employee shall be entitled to advances or reimbursement for his ordinary and necessary business expenses incurred in the performance of his duties hereunder provided that his claims therefor shall be supported by the documentation required by the Company in accordance with its usual practice.
Compensation; Expenses; Benefits. (a) The Company agrees to pay to the Consultant a consulting fee (the "Fee") of $200,000, payable in 12 consecutive monthly installments of $16,667.00 each, the first such monthly payment being due on the first day of the first month after the date hereof.
(b) In addition to the Fee, the Company shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred by the Consultant in providing the consulting and advisory services requested by the Company. All such expenses must be approved in writing by the Company prior to being incurred.
Compensation; Expenses; Benefits. For services rendered by Employee during the Employment Period, the Company shall provide the Employee with the elements of compensation as set forth in Exhibit A.
3.1 Simultaneous to the execution of this Agreement, shall be execution and delivery of a Profits Interest Agreement in the form attached hereto as Exhibit B (such incentive, the “Profits Interest”), the purpose and intent of which is to enable Employee to participate in the economic growth of value of the Business during the Initial Term of this Agreement.
3.2 Employee shall be entitled during the Employment Period to participate in all current human resource benefit programs made available from time to time to other management-level employees of Company and its subsidiaries.
3.3 Employee and Employee’s qualified family members, as the case may be, shall be eligible to participate in, and shall receive all benefits under, the human resource benefit programs made available from time to time to other management-level employees of the Company and its subsidiaries.
3.4 As it relates to travel and vacation, consistent with prior practice Employee may operate on the basis of freedom to operate with no limits placed on vacation or travel relative to the execution of the role and responsibilities as Chief Executive Officer; provided, however, that Employee shall be accountable to the Board and Company’s employees in the performance as Chief Executive Officer.
3.5 Employee shall be entitled to receive reimbursement for all reasonable expenses incurred by Employee in connection with carrying out the position of Chief Executive Officer on behalf of the Company and its affiliates which shall reimbursement for private travel including the family members of a Employee for both business and personal use, or social club memberships.
3.6 Employee shall be entitled to participate in all employee benefit plans and programs made available by the Company.
3.7 Employee shall be entitled to Company office space and access to needed technology systems and telephony services necessary for any family office or related business of Employee.
3.8 All compensation payments to Employee are guaranteed by the Company.
Compensation; Expenses; Benefits. For services rendered hereunder, Consultant shall be paid in shares of the Company's class of common stock, as follows: One Hundred Forty Five Thousand (145,000) Shares of Free Trading Common Stock during the Period of Consulting, such amount to be issued follows: Twenty Thousand (20,000) shares within ten days of the date of signing of this agreement. Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ market price closes at a price of at least $3.25 for at least two trading days, Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ market price closes at a price of at least $4.25 for at least two trading days, Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ market price closes at a price of at least $5.25 for at least two trading days, Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ market price closes at a price of at least $6.25 for at least two trading days, Twenty Five Thousand (25,000) shares within ten days of the date that CRGQ market price closes at a price of at least $7.25 for at least two trading days. If CRGQ does not hit any of the target prices as specified above during the course of this agreement, it is not obligated to pay any of the corresponding share amounts to Consultant. In the event that Consultant terminates this Agreement without cause pursuant to Section 5(a), Consultant shall forfeit any compensation remaining to be issued pursuant to this agreement. Initials ________ _________ Consultant is an independent contractor and as such Consultant shall not be entitled to receive, and shall not receive, any benefit provided by the Company to its employees, including, without limitation, medical and dental insurance and paid vacation. The Company shall not be responsible for deducting or withholding any taxes or other assessments from any monies that it pays to Consultant under this Agreement or otherwise.
