Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith. (c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time. (d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder. (e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter. (f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
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Samples: Employment Agreement (Hoth Therapeutics, Inc.), Employment Agreement (Hoth Therapeutics, Inc.)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 120,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 120,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning BonusesBoard, which criteria shall be adopted by the Compensation Committee annually Board after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation CommitteeBoard’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee Board may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee Board from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee Board in good faith.
(c) The Executive will be granted 7,630,949 shares of the Corporation’s Common Stock.
(d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term Term of his employment and for a period of at least six three (63) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six three (63) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of Three Hundred Fifty Thousand Dollars ($350,000 350,000) per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive a one-time Sign-On Bonus (the “Sign-On Bonus”) in the amount of One Hundred Thousand Dollars ($100,000). The Sign-On Bonus shall be paid in accordance with the Company’s regular payroll in two equal installments, the first payable after the Executive completes the first 30 days of employment and the second shall be payable after Executives completes 80 days of employment.
(c) In addition to the Base Salary set forth in Section 4(a) above and the Sign-On Bonus set forth in Section 4(b) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to Three Hundred Fifty Thousand Dollars ($100,000 350,000) if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of the last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(cd) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(de) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(ef) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(fg) The Corporation shall also maintain (or hire, if applicable) a New York City Jersey based executive assistant to assist the Executive with his duties.
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Compensation of Executive. (a) The Corporation Company shall pay the Executive a signing bonus of $133,333 (the “Signing Bonus”) by wire transfer of immediately available funds to an account designated by the Executive upon the closing of the Acquisition.
(b) The Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 170,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation Board of Directors of the Member shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(bc) In addition to the Signing Bonus set forth in Section 4(a) and the Base Salary set forth in Section 4(a) 4(b), above, after the consummation of the Acquisition, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation Company meets or exceeds criteria adopted by the Compensation Committee of the Board of the Member (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainableannually. Annual Bonuses shall be paid by the Corporation Company to the Executive promptly after determination that the year endrelevant targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the CorporationWPCS’s annual audit, if any, but in no event later than April 15th audit and public announcement of the year following the year for which it is being paid (such results and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year)promptly following WPCS’s announcement of earnings. The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation Company on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Executive Employment Agreement (WPCS International Inc)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, Term in accordance with the Corporation’s payroll practices the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase itBoard, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”), shall review the Base Salary annually and shall have the right but not the obligation to increase the Base Salary as it deems appropriate in its discretion.
(b) for earning BonusesThis section intentionally left blank.
(c) In addition to the Base Salary, which criteria the Executive shall be adopted entitled to receive an annual bonus from the Corporation (“Annual Bonus”) in an amount determined by the Compensation Committee annually after consultation Board in its sole discretion, with a target amount equal to 100% of the Base Salary for the applicable year if the performance target established by the Board is achieved; provided, that for 2023, the Executive and which criteria must shall be reasonably likely to be attainablepaid an Annual Bonus of no less than $50,000. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the applicable year end, but not later than March 15 following such year end, in cash or in shares of the Corporation’s common stock at the Corporation’s discretion, it being understood that the Compensation CommitteeBoard’s determinations concerning attainment of any financial targets associated with any bonus determination Annual Bonus calculation shall not be determined made until following the completion of the Corporation’s annual audit, if anyaudit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th December 31 of the year following the year for which it the Annual Bonus is being paid (and if the Executive was employed as of last day on April 15th of the calendar year following the year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the on which such Annual Bonus is paid for such last yearpaid).
(d) The Board shall approve a restricted stock grant to the Executive (the “Restricted Stock Grant”) under and subject to the terms of the Corporation’s 2022 Equity Incentive Plan with respect to shares representing at least 2% of the Corporation’s outstanding common stock as of the Effective Date. The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement Restricted Stock Grant shall be completed within twenty (20) days of partial or additional criteria established or determined the Effective Date (the “Grant Date”) and shall vest on a pro rata basis on each of the three (3) annual anniversaries of the Grant Date. Notwithstanding the foregoing, the Restricted Stock Grant shall immediately vest in full if during the Term there is (i) a Change in Control Transaction, (ii) a termination of the Executive’s services hereunder by the Compensation Committee from time to time. For Corporation other than for “Cause” (as hereinafter defined), (iii) a termination by the avoidance of doubtExecutive for Good Reason (as hereinafter defined), if Executive is employed upon expiration or (iv) as a result of the term Executive’s death or Total Disability (as hereinafter defined).
(e) If the Corporation engages in an unbrokered (e.g., “friends and family”) offering of this Agreementits securities, he the Executive shall be entitled to participate in such offering in such manner as the Annual Bonus for such last year on a pro-rata basis through the last date of employmentCompensation Committee, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole in its discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faithshall decide.
(cf) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s written policy for reimbursement of expenses from time applicable to timesimilarly situated employees of the Corporation. In addition, the Corporation will (i) reimburse the Executive for his attorney’s fees incurred in connection with the preparation and negotiation of this Agreement up to a maximum of $5,000 and (ii) provide the Executive a cell phone for his dedicated business usage during the Term.
(dg) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executivesemployees generally, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(eh) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the first three (3) years of the Term, the sum of $350,000 250,000, $300,000 and $350,000, respectively, per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review For the remainder of the Term, the Base Salary on an annual basis and has shall be $350,000, provided that the Corporation shall have the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth Salary, the Corporation shall grant the Executive a signing bonus on the Effective Date equal to $50,000 payable as an award of restricted shares of the common stock of the Corporation (the “Signing Bonus”), which restricted shares shall vest six months after the Effective Date. Notwithstanding the foregoing, the Signing Bonus shall immediately vest in full if there is a Change in Control Transaction (as defined in Section 4(a5 below) aboveduring such six (6) month period. In the event that the Executive makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code”) with respect to the Signing Bonus, the Corporation will make a non-recourse loan to him on such reasonable terms as the parties shall determine in an amount sufficient to enable him to pay any income taxes resulting from such election.
(c) In addition to the Base Salary , the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted determined by the Compensation Committee of the Board (the “Compensation Committee”) in its discretion if the Corporation meets or exceeds criteria adopted by the Compensation Committee for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable; provided, that in no event shall the Annual Bonus paid to the Executive for any year be less than $50,000. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year endend in cash or in restricted shares of the Corporation’s common stock, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if anyaudit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th December 31 of the year following the year for which it is being paid (and if the Executive was employed as on April 15th of last day of year following the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this AgreementTerm, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employmentemployment provided such date is on or before the April 15th of year following the calendar year to which such Annual Bonus relates, even if he is not employed by the Corporation on the date the such Annual Bonus is paid for such last yearpaid. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the on such basis as determined by the Compensation Committee in good faith.
(cd) The Compensation Committee of the Corporation shall approve a restricted stock grant to the Executive (the “Restricted Stock Grant”) pursuant to the Corporation’s 2014 Equity Incentive Plan (the “Plan”) with respect to shares of common stock of the Corporation with a value on the grant date (the “Grant Date”) of one million dollars ($1,000,000), which grant shall not restrict the right of the Executive at all times to vote such shares. The Restricted Stock Grant shall be completed within ten (10) days of the date of execution of this Agreement. The Restricted Stock Grant shall vest on a pro rata basis on each of the twelve (12) calendar quarters starting after the Grant Date. Notwithstanding the foregoing, the Restricted Stock Grant shall immediately vest in full if during the Term if there is (i) a Change in Control Transaction during the term of the Executive’s employment, (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause” (each as defined in Section 5 below), a termination by the Executive for Good Reason (as hereinafter defined), or (iv) as a result of the Executive’s death or Total Disability (as herein defined). In the event that the Executive makes an election under Section 83(b) of the Code, the Corporation will make a non-recourse loan to him on such reasonable terms as the parties shall determine in an amount sufficient to enable him to pay any income taxes resulting from such election. Notwithstanding the foregoing, the obligation of the Compensation Committee to issue shares of the common stock of the Corporation pursuant to the Restricted Stock Grant is contingent on the number of authorized shares under the Plan being sufficient to support such grant.
(e) The Corporation shall pay up to $10,000 per month, or reimburse the Executive Executive, for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(df) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisitesperquisites (e.g., cell phone), if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunderhereunder to maximum extent permitted under applicable law.
(eg) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(fh) The Corporation shall also maintain (or hire, if applicable) a New York City based an executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 300,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above), the Executive shall be entitled to receive an annual cash bonus in an amount that will range from one hundred (100%) percent to one hundred and fifty (150%) percent of his then-current Base Salary (the “Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with annually. The target bonus for the Executive and which criteria must be reasonably likely to be attainableequals one hundred (100%) percent of his then-current Base Salary. Annual Bonuses shall be paid by the Corporation to the Executive promptly after determination that the year endrelevant targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th audit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings.
(c) Executive shall be eligible for such grants of awards under stock option or other equity incentive plans of the year following Corporation adopted by the year for which it is being paid Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by the Board and if approved by the Executive was employed Corporation’s stockholders) (the “Plan”) as of last day the Compensation Committee of the calendar year Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which such Annual Bonus relatesshall supersede any conflicting provisions governing Share Awards provided under the Plan. On the Effective Date, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time receive a:
(i) A restricted stock grant equal to time. For the avoidance of doubt, if Executive is employed upon expiration fifteen percent (15%) of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in outstanding common stock of the Corporation Corporation, calculated as of the Effective Date, which shall vest as follows: (i) 25% upon the date of the grant; and (ii) the remainder at 12.5% every six months from the basis date of the Grant, beginning on the six month anniversary of the Effective Date (the “Initial Restricted Stock Grant”); and
(ii) A grant of restricted stock equal to 50% of Executive’s then Base Salary divided by the closing market price on the last trading day of the Corporation’s most recent fiscal year (the “Performance Shares”). The number of Performance Shares earned is determined by the Compensation Committee Corporation’s performance against pre-established, mutually agreed upon financial targets. Vesting of the Performances Shares issued in good faithaccordance with this subsection (ii) shall be 50% on the issuance date with the remaining 50% on the first anniversary of this Agreement; and
(d) Executive to receive 25% of all recoveries from litigation efforts (including settlements agreements) and related license agreement revenues executed with any third party. Executive has the right to receive such payment in the form of cash or shares of common stock with the number of shares to be issued as determined by the closing price of the common stock on the date such shares are issued.
(ce) Upon the direct or indirect sale of any of the intellectual property held by the Corporation or a subsidiary of the Corporation or the entire sale of a subsidiary of the Corporation or the Corporation, Executive to receive 25% of all net proceeds resulting from such transaction.
(f) Upon any sale of the Corporation, any subsidiary, or any of the Corporation’s or any subsidiary’s assets (including any intellectual property), Executive to receive a special bonus (i.e., in addition to the remuneration set for herein) equal to 5% of all consideration realized in excess of the Corporation’s market capitalization as of the date of (and prior to) the announcement of the transaction and to the extent of any transaction involving one subsidiary (or its assets) the same special bonus to apply but with the “hurdle” amount to be 50% of the calculated market capitalization for the Corporation in respect of Endeavor Meshtech, Inc. and 50% of the calculated market capitalization for the Corporation in respect of Endeavor Energy, Inc. Endeavor Meshtech, Inc. and Endeavor Energy, Inc. are both wholly-owned subsidiaries of the Corporation existing as of the Effective Date. To the extent that the Corporation forms other direct or indirect subsidiaries, then the Corporation agrees that this subsection (f) will require an amendment.
(g) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to timetime for similarly situated senior level executives of the Corporation.
(dh) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, coverage which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(ei) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafteremployment. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafterTerm.
(fj) The Corporation Executive agrees to defer a portion of any of the cash compensation payable pursuant to any provision contained in this Section 4 based on the Corporation’s then cash position at the time such payment(s) are due and payable, but the actual amount of the deferral shall also maintain (or hire, if applicable) a New York City based executive assistant to assist be determined on the Executive with his dutiesapproval of the Corporation’s Board.
Appears in 1 contract
Compensation of Executive. (a) The Corporation Company shall pay the Executive a signing bonus of $66,667 (the “Signing Bonus”) by wire transfer of immediately available funds to an account designated by the Executive upon the closing of the Acquisition.
(b) The Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 130,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation Board of Directors of the Member shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(bc) In addition to the Signing Bonus set forth in Section 4(a) and the Base Salary set forth in Section 4(a) 4(b), above, after the consummation of the Acquisition, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation Company meets or exceeds criteria adopted by the Compensation Committee of the Board of the Member (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainableannually. Annual Bonuses shall be paid by the Corporation Company to the Executive promptly after determination that the year endrelevant targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the CorporationWPCS’s annual audit, if any, but in no event later than April 15th audit and public announcement of the year following the year for which it is being paid (such results and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year)promptly following WPCS’s announcement of earnings. The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation Company on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Executive Employment Agreement (WPCS International Inc)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of Two Hundred Fifty Thousand Dollars ($350,000 250,000) per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but shall increase such Base Salary, not the obligation to increase itless than five percent (5%) per annum, but in its discretion. The Corporation has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash such bonus (“Annual Bonus”) compensation, defined in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.Appendix A.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually necessarily incurred or paid by the Executive in the course performance of his employmentduties, consistent hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, fully pay for disability insurance plan, key man insurance if required by the board, hospitalization, and group health and benefit plan, including dental plans and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation executives (the “Benefit Plans”). If at any The Corporation will pay one hundred percent (100%) of all costs associated with the Executive’s Benefit Plans and it will reimburse an allowance of $1,000 per month for auto expenses.
(e) During the Employment Term, the Executive shall be entitled to participate in all of the Company’s perquisite plans, programs and arrangements that are generally provided by the Company to other senior executives from time to time, including, without limitation, the provision of financial and tax planning assistance.
(f) Executive shall be eligible for such grants of stock options (“Options”) or awards of restricted stock (“Restricted Stock”), as defined in Appendix A, under the Corporation’s equity compensation plans as the Board of Directors shall determine, provided however without limiting the generality of the foregoing, the Corporation shall grant the Executive options, as defined in Schedule A, as early as practicable after the date hereof. The Corporation shall execute and deliver an award agreement (the “Award Agreement”) for the Options to the Executive as soon as practicable thereafter.
(g) To facilitate the performance of Executive’s responsibilities hereunder, during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under shall continuously make available to the Executive, at Corporation’s expense a Benefit Planlaptop, Executive shall iPad and iPhone or such other electronic equipment as may be entitled reasonably acceptable to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunderExecutive.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Employment Agreement (First Choice Healthcare Solutions, Inc.)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 180,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 set at the discretion of the Compensation Committee of the Board (the “Compensation Committee”) if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonusesbonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term Term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretiondiscretion and subject to applicable law, the Executive may elect to receive such annual bonus in shares of common stock stock, par value $0.0001 per share (the “Common Stock”), of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) Subject to the approval of the Compensation Committee, the Executive will be granted an option (the “Option”) to purchase up to _____________ shares of the Corporation’s Common Stock at an exercise price equal to the closing price of the Corporation’s Common Stock on the date of grant, under the Corporation’s Equity Incentive Plan (the “Plan”). The Option will be subject to the terms and conditions of the Plan, as set forth in the Plan and the applicable Incentive Stock Option Agreement.
(d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket business expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term Term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, Term on accordance with the Corporation’s payroll practices the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase itBoard, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”), shall review the Base Salary annually and shall have the right but not the obligation to make such adjustments to the Base Salary as it deems appropriate in its discretion.
(b) for earning BonusesIn addition to the Base Salary, which criteria the Executive shall be adopted entitled to receive an annual bonus from the Corporation (“Annual Bonus”) in an amount determined by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainableBoard in its sole discretion. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the applicable year end, but not later than March 15 following such year end, in cash or in shares of the Corporation’s common stock at the Corporation’s discretion, it being understood that the Compensation CommitteeBoard’s determinations concerning attainment of any financial targets associated with any bonus determination Annual Bonus calculation shall not be determined made until following the completion of the Corporation’s annual audit, if anyaudit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th December 31 of the year following the year for which it the Annual Bonus is being paid (and if the Executive was employed as of last day on April 15th of the calendar year following the year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the on which such Annual Bonus is paid for such last yearpaid).
(c) The Board shall approve a grant of nonqualified stock options to the Executive under and subject to the terms of the Corporation’s 2022 Equity Incentive Plan (the “2022 EIP”) to purchase shares of the Corporation’s common stock with a Fair Market Value (as determined under the 2022 EIP) on the Grant Date of one hundred thousand dollars ($100,000) (the “Option Grant”). The Compensation Committee may provide Option Grant shall be completed within thirty (30) days of the Effective Date (the “Grant Date”), shall be for lesser or greater percentage Annual Bonus payments for Executive upon achievement a per share exercise price equal to the Fair Market Value of partial or additional criteria established or determined a share of stock on the Grant Date, and shall vest on a pro rata basis on each of the first three (3) annual anniversaries of the Grant Date. Notwithstanding the foregoing, the Option Grant shall immediately vest in full if during the Term there is (i) a Change in Control Transaction, (ii) a termination of the Executive’s services hereunder by the Compensation Committee from time to time. For Corporation other than for “Cause” (as hereinafter defined), (iii) a termination by the avoidance of doubtExecutive for Good Reason (as hereinafter defined), if Executive is employed upon expiration or (iv) as a result of the Executive’s death or Total Disability (as hereinafter defined).
(d) Within thirty (30) days of the Effective Date, the Executive will receive a payment of $100,000 in the form of a five-year annually amortizing loan with interest at the mid-term applicable federal rate (the “Loan”). The Executive will be required to execute a promissory note evidencing the Loan (the “Note”) substantially in the form attached hereto as Exhibit A. All remaining payments under the Note will become immediately due and payable in the event that the Executive’s employment with the Corporation is terminated by the Executive or by Corporation, either voluntarily or involuntarily, at any time prior to the Loan having been paid in full. The benefits and obligations of this AgreementAgreement and the Note shall inure to the benefit of and be binding upon the Corporation’s successors and assigns, he including but not limited to those that arise from a Change in Control Transaction (as defined hereunder). Concurrent with each monthly anniversary of the Loan and provided that the Executive remains an employee of the Corporation at such time, the Executive will receive a bonus payment equal to the current payment then owed under the Note, less applicable withholding taxes as more fully described in the Bonus Agreement attached hereto as Exhibit B. In the event that the Executive’s employment is terminated due to his death or Total Disability (as defined hereunder), neither the Executive nor his beneficiaries will be entitled to any such bonus payments that would have accrued subsequent to such termination. In the event of either of these two termination events only, the Corporation agrees to pay the Executive or his estate, as applicable, within thirty (30) days after such event, a lump sum payment sufficient to satisfy the remaining balance on the Note.
(e) If the Corporation engages in an unbrokered (e.g., “friends and family”) offering of its securities, the Executive shall be entitled to participate in such offering in such manner as the Annual Bonus for such last year on a pro-rata basis through the last date of employmentCompensation Committee, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole in its discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faithshall decide.
(cf) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s written policy for reimbursement of expenses from time applicable to timesimilarly situated employees of the Corporation.
(dg) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisitesperquisites (e.g., cell phone), if any, as the Corporation provides to its senior executivesemployees generally, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(eh) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, Term the sum of $350,000 450,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation, or the Compensation Committee of the Corporation (the “Compensation Committee”), shall review the Base Salary on an annual basis annually salary after the initial three year Term and has shall have the right but not the obligation to increase it, but has no right make such adjustments to decrease the Base SalarySalary as it deems appropriate in its discretion.
(b) In addition to the Base Salary set forth Salary, on or about the Effective Date, the Corporation shall pay the Executive a signing bonus in Section 4(acash equal to $213,000, less such deductions as shall be required to be withheld by applicable law and regulations.
(c) aboveIn addition to the Base Salary, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 determined by the Board in its discretion if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning BonusesBoard, which criteria shall be adopted by the Compensation Committee Board annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year endend in cash or in restricted shares of the Corporation’s common stock, it being understood that the Compensation CommitteeBoard’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if anyaudit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th December 31 of the year following the year for which it is being paid (and if the Executive was employed as on April 15th of last day of year following the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this AgreementTerm, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employmentemployment provided such date is on or before the April 15th of year following the calendar year to which such Annual Bonus relates, even if he is not employed by the Corporation on the date the such Annual Bonus is paid for such last yearpaid. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the on such basis as determined by the Compensation Committee Board in good faith.
(cd) The Board shall approve a restricted stock grant to the Executive (the “Restricted Stock Grant”) with respect to shares of common stock of Dominari Financial Inc. with a value on the grant date (the “Grant Date”) equal to 2.5% the fair market value of the Corporation, as determined by the Board in its good faith discretion. The Restricted Stock Grant shall be completed within twenty (20) days of the Effective Date. The Restricted Stock Grant shall vest on a pro rata basis on each of the twelve (12) calendar quarters starting after the Grant Date. Notwithstanding the foregoing, the Restricted Stock Grant shall immediately vest in full if during the Term if there is (i) a Change in Control Transaction during the term of the Executive’s employment, (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause” (each as defined in Section 5 below), (iii) a termination by the Executive for Good Reason (as hereinafter defined), or (iv) as a result of the Executive’s death or Total Disability (as herein defined). In the event that the Executive makes an election under Section 83(b) of the Code, the Corporation will make a non-recourse loan to him on such reasonable terms as the parties shall determine in an amount sufficient to enable him to pay any income taxes resulting from such election.
(e) The Compensation Committee of the Corporation (the “Compensation Committee”) shall approve an equity grant to the Executive in stock options, restricted stock or restricted stock units as determined by the Compensation Committee (the“Equity Grant”) pursuant to the Corporation’s 2014 Equity Incentive Plan (the “Plan”) with respect to 50,000 shares of common stock of the Corporation. The Equity Grant shall be completed on the Grant Date and shall vest on a pro rata basis at the end of each of the ten (10) months starting after the Grant Date. Notwithstanding the foregoing, the Equity Grant shall immediately vest in full if during the Term if there is (i) a Change in Control Transaction during the term of the Executive’s employment, (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause” (each as defined in Section 5 below), a termination by the Executive for Good Reason (as hereinafter defined), or (iv) as a result of the Executive’s death or Total Disability (as herein defined). In the event that the Executive makes an election under Section 83(b) of the Code, the Corporation will make a non-recourse loan to him on such reasonable terms as the parties shall determine in an amount sufficient to enable him to pay any income taxes resulting from such election. Notwithstanding the foregoing, the obligation of the Compensation Committee to issue shares of the common stock of the Corporation pursuant to the Equity Grant is contingent on the number of authorized shares under the Plan being sufficient to support such grant.
(f) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(dg) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisitesperquisites (e.g., cell phone), if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunderhereunder to maximum extent permitted under applicable law.
(eh) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ directors ‘and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 180,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation Board of Directors of the Parent shall review the Base Salary on an annual basis and has the right but not the obligation to increase itincrease, but has no right to decrease not decrease, the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation Company meets or exceeds criteria adopted by the Compensation Committee of the Board of the Parent (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with the annually. The Company will notify Executive and which criteria must be reasonably likely to be attainableof any such criteria. Annual Bonuses shall be paid by the Corporation Company to the Executive promptly after determination that the year endrelevant criteria targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the CorporationParent’s annual audit, if any, but in no event later than April 15th audit and public announcement of the year following the year for which it is being paid (such results and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year)promptly following Parent’s announcement thereof. The Compensation Committee may provide for lesser or greater amounts and/or percentage Annual Bonus payments for Executive upon achievement of partial partial, additional, or additional other criteria established or determined by the Compensation Committee from time to time. The Annual Bonus shall be prorated for any partial fiscal year during the Term hereof. For the avoidance of doubt, if Executive is employed upon expiration of the term Term of this Agreement, or if this Agreement is terminated pursuant to Section 5(a) (other than Section 5(a)(vi)), he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation Company on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Executive Employment Agreement (Orbital Tracking Corp.)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, Term the sum of $350,000 500,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation Corporation, or the Compensation Committee of the Corporation’s parent, AIkido Pharma, Inc. (the “Compensation Committee”), shall review the Base Salary on an annual basis annually and has shall have the right but not the obligation to increase it, make such increased adjustments (but has no right not decreases) to decrease the Base SalarySalary as it deems appropriate in its discretion.
(b) In addition to the Base Salary set forth in Section 4(a) aboveSalary, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) payable in cash or as an amount up to $100,000 if Other Stock-Based Award under the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board AIkido Pharma, Inc. 2022 Equity Incentive Plan (the “Compensation CommitteeEquity Incentive Plan”) in the following aggregate amounts based on the Corporation meeting or exceeding the following performance criteria for earning Bonusesthe relevant calendar year: $3,500,000 or more $150,000, which plus 154,559 Shares Between $7.5mm and $15mm $250,000, plus 154,599 Shares $15mm or more $500,000, plus 154,559 Shares Notwithstanding the above, the Board may adopt different or additional performance criteria shall be adopted by the Compensation Committee annually for future years after consultation with the Executive and which Executive, provided that such criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation CommitteeBoard’s determinations concerning attainment of any financial targets performance criteria associated with any bonus Annual Bonus determination shall not be determined until following the completion of the Corporation’s annual auditaudit and public announcement of such results, if anyand shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th July 31 of the year following the year for which it is being paid (and if the Executive was employed as on April 15th of last day of year following the calendar year to which such Annual Bonus relatesrelates or was terminated prior thereto without Cause or terminates his employment prior thereto with Good Reason, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this AgreementTerm, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employmentemployment provided such date is on or before the April 15th of year following the calendar year to which such Annual Bonus relates, even if he is not employed by the Corporation on the date such Annual Bonus is paid.” If annual revenue exceeds $15mm, then additional bonuses at the discretion of the Board shall be discussed in good faith. Notwithstanding anything contained herein to the contrary, the payment of a portion of an Annual Bonus hereunder as an Other Stock-Based Award is expressly conditioned on a majority of the shareholders of AIkido approving the Equity Incentive Plan on or before the one-year anniversary of the date on which the Equity Incentive Plan is adopted by the Committee (“Shareholder Approval”). In no case may any part of the Annual Bonus is be paid for such last yearas an Other Stock-Based Award prior to Shareholder Approval being obtained. In his sole discretionthe event that Shareholder Approval is not obtained on or before such one- year anniversary, the Corporation shall make a one-time cash payment to Executive may elect equal to receive such annual bonus in common stock the Fair Market Value of the Corporation at Shares which would otherwise have been granted as an Other Share-Based Award based on the basis determined by Fair Market Value of Common Stock on such one-year anniversary. For example, if Shareholder Approval is not obtained and the Compensation Committee Fair Market Value of Common Stock on such one-year anniversary is $13.25 and the Annual Bonus that would otherwise have been paid as 463,678 Shares, Executive would be entitled to a one-time cash payment of $6,143,733.50. Undefined terms used in good faiththis subsection shall have the meanings ascribed to them in the Equity Incentive Plan.
(c) The In addition to the other compensation provided hereunder, the Corporation shall pay or reimburse provide Executive with the Executive following perquisites: (i) the support of an administrative assistant, who shall be reasonably acceptable to Executive; (ii) reimbursement for his personal cell phone expenses; (iii) a monthly expense account of up to $20,000 for his business use; (iv) up to $100,000 in reimbursement for health care and social club memberships; and (v) subject to the Corporation’s prior consent, reimbursement for all other reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, employment upon presentation of receipts reflecting such expenses consistent with the Corporation’s policy for reimbursement of expenses from time to time. In addition, the Corporation shall reimburse Executive for up to $10,000 of his legal fees in connection with this Agreement and the termination of his current employment.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisitesperquisites (e.g., cell phone), if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunderhereunder to maximum extent permitted under applicable law.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation; provided that such agreement will not provide for Executive’s indemnification with respect any alleged breach by Executive of a restrictive covenant relating to non-solicitation contained in an enforceable agreement to which Executive may be subject with a prior employer. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 300,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above), the Executive shall be entitled to receive an annual cash bonus in an amount that will range from one hundred (100%) percent to one hundred and fifty (150%) percent of his then-current Base Salary (the “Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with annually. The target bonus for the Executive and which criteria must be reasonably likely to be attainableequals one hundred (100%) percent of his then-current Base Salary. Annual Bonuses shall be paid by the Corporation to the Executive promptly after determination that the year endrelevant targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th audit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings.
(c) Executive shall be eligible for such grants of awards under stock option or other equity incentive plans of the year following Corporation adopted by the year for Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation Committee of the Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which it is being paid (and if shall supersede any conflicting provisions governing Share Awards provided under the Plan. In addition to the grants provided to the Executive was employed as of last day contained in Section 4(d) of the calendar year to Agreement which such Annual Bonus relatesgrants shall remain in full force and effect, then on the Effective Date, Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time receive a: (i) a restricted stock grant equal to time. For the avoidance of doubt, if Executive is employed upon expiration fifteen percent (15%) of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in outstanding common stock of the Corporation Corporation, calculated as of the Effective Date, which shall vest as follows: (i) 25% upon the date of the grant; and (ii) the remainder at 12.5% every six months from the basis date of the Grant, beginning on the six month anniversary of the Effective Date (the “Initial Restricted Stock Grant”); and (ii) a grant of restricted stock equal to 50% of Executive’s then Base Salary divided by the closing market price on the last trading day of the Corporation’s most recent fiscal year (the “Performance Shares”). The number of Performance Shares earned is determined by the Compensation Committee Corporation’s performance against pre-established, mutually agreed upon financial targets. Vesting of the Performances Shares issued in good faithaccordance with this section shall be 50% on the issuance date with the remaining 50% on the first anniversary of this Agreement;
(d) Executive to receive 25% of all recoveries from litigation efforts (including settlements agreements) and related license agreement revenues executed with any third party. Executive has the right to receive such payment in the form of cash or shares of common stock with the number of shares to be issued as determined by the closing price of the common stock on the date such shares are issued.
(ce) Upon the direct or indirect sale of any of the intellectual property held by the Corporation or a subsidiary of the Corporation or the entire sale of a subsidiary of the Corporation or the Corporation, Executive to receive 25% of all net proceeds resulting from such transaction.
(f) Upon any sale of the Corporation, any subsidiary, or any of the Corporation’s or any subsidiary’s assets (including any intellectual property), Executive to receive a special bonus (i.e., in addition to the remuneration set for herein) equal to 5% of all consideration realized in excess of the Corporation’s market capitalization as of the date of (and prior to) the announcement of the transaction and to the extent of any transaction involving one subsidiary (or its assets) the same special bonus to apply but with the “hurdle” amount to be 50% of the calculated market capitalization for the Corporation in respect of Endeavor Meshtech, Inc. and 50% of the calculated market capitalization for the Corporation in respect of Endeavor Energy, Inc. Endeavor MeshTech, Inc. and Endeavor Energy, Inc. are both wholly-owned subsidiaries of the Corporation existing as of the Effective Date. To the extent that the Corporation forms other direct or indirect subsidiaries, then the Corporation agrees that this subsection (f) will require an amendment.
(g) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to timetime for similarly situated senior level executives of the Corporation.
(dh) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, coverage which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(ei) The Corporation shall execute and deliver in favor Executive agrees to defer a portion of any of the Executive an indemnification agreement cash compensation payable pursuant to any provision contained in this Section 4 based on the same terms Corporation’s then cash position at the time such payment(s) are due and conditions entered into with payable, but the other officers and directors actual amount of the deferral shall be determined on the approval of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter’s Board.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive a signing bonus of $100,000 by wire transfer of immediately available funds to an account designated by the Executive upon execution of this Agreement by the Corporation and Executive and upon the contemporaneous closing of the merger of NS with and into a wholly owned subsidiary of the Corporation (the “Closing Date”).
(b) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(bc) In addition to the Base Salary set forth in Section 4(a4(b) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainableannually. Annual Bonuses shall be paid by the Corporation to the Executive promptly after determination that the year endrelevant targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th audit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings. The “Target Bonus” for Executive for 2013 shall be 100% of Base Salary (pro-rated for the portion of 2013 commencing on the Commencement Date of this Agreement) upon achievement of 100% of the year following the year criteria for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed established by the Corporation on the date the Annual Bonus is paid for such last year)Compensation Committee. The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year.
(d) provided, however, that in the event the parties are unable to agree to a mutually acceptable Target Bonus at any time during the Term, the Executive shall receive a guaranteed annual bonus for any such fiscal year of not less than fifty percent (50%) of the Base Salary. In his sole discretion, the Executive may elect to receive such annual bonus in common capital stock of or options valued on the Corporation Black-Scholes method at the basis determined by the Compensation Committee Board in good faith.
(ce) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(df) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, coverage which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shieldshield, United, United or Emblem, Emblem and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(eg) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(fh) The Corporation shall also maintain (or hire, if applicable) hire a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Employment Agreement (Spherix Inc)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 60,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 30,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonusesbonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term Term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in shares of common stock stock, par value $0.0001 per share (the “Common Stock”) of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) Subject to the approval of the Compensation Committee, the Executive will be granted an option (the “Option”) to purchase up to 50,000 shares of the Corporation’s Common Stock at an exercise price equal to the closing price of the Corporation’s Common Stock on the date of grant, under the Corporation’s 2018 Equity Incentive Plan (the “Plan”). The Option will be subject to the terms and conditions of the Plan, as set forth in the Plan and the applicable Incentive Stock Option Agreement.
(d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term Term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunderhereunder , in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 500,000 per annum (as in effect from time to time, the “"Base Salary”"), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“"Annual Bonus”") in an amount up equal to $100,000 if 250,000.00 at the Corporation meets or exceeds criteria adopted by discretion of the Compensation Committee of the Board (the “"Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable"). Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s 's determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation 's annual audit and public announcement of such results and shall be paid promptly following the Corporation’s annual audit, if any's announcement of earnings, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-out- of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s 's policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “"Benefit Plans”"). If at Ifat any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ ' and officers’ ' insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based an executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 450,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 350,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City Jersey based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Employment Agreement (DatChat, Inc.)
Compensation of Executive. (a) The Corporation While employed by the Company, the Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum at a rate of $350,000 100,000 per annum year (as in effect from time to time, the “Base Salary”), in accordance with the Company’s standard payroll practices, less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation first payment shall review be made on June 1, 2013. While employed by the Company, for each fiscal year beginning May 1 and ending April 30th of the applicable fiscal year, the Executive shall have the opportunity to earn a bonus equal to 25% or 50% of his then Base Salary (the “Target Bonus”), based on an annual basis and has the right but not achievement of target performance goals established by the obligation to increase itCompensation Committee at the beginning of the fiscal year; provided, but has no right to decrease however, that the Base Salary.
(b) In addition earning of the Target Bonus is subject to the Base Salary set forth Company having at least $2,000,000 in Section 4(aavailable cash after deducting the Target Bonus paid to the Executive and any bonus owed to the executive officers of the Company for that fiscal year under their Employment Agreements (the “Cash Threshold”). For the purposes of this Addendum only, the term “executive officers” shall mean any person who would be required to file ownership reports with the Securities and Exchange Commission if the Company registers its common stock under the Securities Exchange Act of 1934 (notwithstanding the fact that such registration has not occurred) aboveand the Executive. If the Company is unable to pay the Target Bonus as a result of not meeting the Cash Threshold, the Executive shall be entitled to receive an annual cash bonus the Target Bonus in the Company’s common stock if the Company had positive Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“Annual Bonus”) in an amount up to $100,000 if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation CommitteeAdjusted EBITDA Threshold”) for earning Bonusesthe applicable fiscal year. If the Company is unable to pay the Target Bonus as a result of not meeting the Cash Threshold or the Adjusted EBITDA Threshold, which criteria shall no Target Bonus will be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainableearned for that fiscal year. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year endFurther, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion if no target performance goals are established within three months of the Corporation’s annual audit, if any, but in no event later than April 15th beginning of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such a fiscal year, even if he is not employed by the Corporation on the date the Annual no Target Bonus is paid can be earned for such last that fiscal year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of As used in this Agreement, he shall be entitled to the Annual Bonus for such last year on a proAdjusted EBITDA Threshold is calculated as earnings (or loss) from continuing operations before preferred dividends, interest expense, income taxes, collateral valuation adjustment, bad debt expense, depreciation and amortization, and amortization of stock-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faithbased compensation.
(cb) The Corporation Company shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the CorporationCompany’s policy for reimbursement of expenses from time to time.
(dc) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation Company provides to its senior executives, including group family health insurance coverage, which shall be paid by .
(d) Provided that the Corporation (Executive is performing services in accordance with this Agreement or as a consultant to the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) Company under a Benefit PlanConsulting Agreement, Executive shall be entitled a form of which is attached to secure such health insurance for himself and his immediate family (i.e.this Agreement as Appendix A, spouse and natural born children) and all of the Corporation shall reimburse Executive for the cost of such insurance promptly after payment unvested stock options held by the Executive for such insurance. For as of the avoidance date of doubt, Executive this Addendum shall be entitled continue to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereundervest.
(e) The Corporation In addition to his Base Salary, the Executive shall execute and deliver in favor receive 200,000 five-year stock options to purchase shares of the Executive an indemnification agreement on the same terms Company’s Common Stock. The options shall be exercisable at $0.35 per share and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of vest in two equal annual increments (first vesting date being June 16, 2014), subject to the Executive for providing services in accordance with this Agreement or as a consultant under the term Consulting Agreement. Provided that the Executive is providing the required services, if the Company terminates the Executive prior to receipt of his employment and for a period of at least six (6) years thereafter$125,000, the options shall continue to vest, subject to the 2012 Equity Incentive Plan. If the Executive terminates the consulting relationship as provided in Appendix A, the options shall cease to vest. The Corporation shall maintain directors’ and officers’ insurance during exercisability of all the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist options held by the Executive with his dutiesshall be subject to the Executive executing the Company’s standard stock option agreement.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if anyaudit and public announcement of such results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than April 15th December 31 of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Compensation Committee of the Corporation shall approve a restricted stock unit grant to Executive (the “RSU Grant”) pursuant to the Corporation’s 2014 Equity Incentive Plan (the “Plan”) with respect to one hundred eighteen thousand five hundred and twelve (118,512) shares of common stock of the Corporation. The RSU Grant shall be completed within ten (10) days of the date of execution of this Agreement. One-half (1/2) of the RSU Grant shall vest if as of 12.31.16 the Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary acquisition or transaction reconstituting the Corporation’s core operations, less accrued bonuses) and one-half (1/2) shall vest if there is consummation by 12.31.16 of a Board-approved extraordinary acquisition or transaction reconstituting the Corporation’s core operations. In addition, the RSU Grant shall immediately vest in full if by December 31, 2016 there is (i) a “Change in Control Transaction” during the term of the Executive’s employment and or (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause” or by the Executive for “Good Reason” (each as defined in Section 5 below). Any portion of the RSU Grant not vested as of December 31, 2016 shall be forfeited. Shares of common stock shall be delivered to Executive promptly, and in any event within five (5) business days, after vesting (accordingly, such shares shall be delivered within the short-term deferral exception period under Section 409A). (For avoidance of doubt, any such delivery of shares attributable to the Corporation having pro-forma cash of at least five million dollars ($5,000,000) (cash less accrued bonuses) as of 12.31.16 shall occur within five (5) business days after the Compensation Committee has received and reviewed year-end financial information and determined that the condition has been satisfied, any such delivery to be no later than March 15, 2017.) To the extent the RSU Grant is forfeited, the Compensation Committee of the Corporation shall for 2017 provide a grant of restricted stock units for Executive in an amount not less than the amount so forfeited, subject to vesting criteria to be adopted by the Compensation Committee after consultation with the Executive, which criteria must be reasonably likely to be attainable.
(d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(de) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(ef) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(fg) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Employment Agreement (Spherix Inc)
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $350,000 200,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount up to $100,000 set at the discretion of the Compensation Committee of the Board (the “Compensation Committee”) if the Corporation meets or exceeds criteria adopted by the Compensation Committee of the Board (the “Compensation Committee”) for earning Bonusesbonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term Term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretiondiscretion and subject to applicable law, the Executive may elect to receive such annual bonus in shares of common stock stock, par value $0.0001 per share (the “Common Stock”), of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) Subject to the approval of the Compensation Committee, the Executive will be granted an option (the “Option”) to purchase up to _____________ shares of the Corporation’s Common Stock at an exercise price equal to the closing price of the Corporation’s Common Stock on the date of grant, under the Corporation’s Equity Incentive Plan (the “Plan”). The Option will be subject to the terms and conditions of the Plan, as set forth in the Plan and the applicable Incentive Stock Option Agreement.
(d) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket business expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term Term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The During the Term, the Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during accordance with the Term, the sum of $350,000 per annum (as Corporation’s customary payroll practices in effect from time to timetime (except for the first month which shall be paid on or about the Effective Date), the prorated portion of $200,000.00 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salaryshall make adjustments in its sole discretion.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash such bonus compensation (“Annual Bonus”in cash, capital stock or other property) in an amount up to $100,000 if as a majority of the Corporation meets or exceeds criteria adopted by the Compensation Committee members of the Board (the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by of Directors of the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee determine from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his time in their sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, upon submission of itemized expense statements, consistent with the Corporation’s policy for reimbursement of expenses from time to time. Reimbursable expenses shall include itemized bills for required computer software and hardware, travel, and typical business expenses. If the Corporation provides a company credit card, then the Executive shall have full access subject to providing itemized backup as provided herein.
(d) At such time as the Corporation has such coverage, as part of Executive’s compensation, the Corporation shall provide the Executive with group health insurance coverage for him and his immediate family. Prior to such time, the Corporation will reimburse Executive $800 per month in lieu of such coverage. The Executive shall also be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans sharing and all other benefits and plans, including perquisites, if any, plans as the Corporation provides to its senior executivesexecutives and dental insurance coverage (at Executive’s cost), including group family health insurance coverage, which if applicable. All benefits described in this Section 4(d) shall be paid by the Corporation (referred to collectively herein as the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors is hereby granted Five Hundred Thousand (500,000) shares of the Corporation. Such agreement ’s common stock which shall provide for vest in four equal semi-annual installments commencing on the indemnification six month anniversary of the Effective Date, subject to Executive’s employment with the Corporation on the applicable vesting date. Executive shall be eligible for grants of stock options or awards of restricted stock under the term Corporation’s equity compensation plans as the Board of his employment and for a period of at least six (6) years thereafter. The Corporation Directors shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafterdetermine in its sole discretion.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bihi-weekly installments during the Term, the sum of $350,000 per annum (as in effect from time to time, the “Base Salary”), less such deductions as shall be he required to be he withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base .Base Salary.
(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“Annual Bonus”) in an amount equal to up to $100,000 one hundred (100%) percent of his then-current Base Salary if the Corporation meets or exceeds criteria adopted by the Board of Directors or if established by the Board of Directors, a Compensation Committee of the Board (either the Board of Directors or an established Compensation Committee hereinafter referred to as the “Compensation Committee”) for earning Bonuses, which criteria shall be adopted by the Compensation Committee annually after consultation with the Executive and which criteria must be reasonably likely to be attainable. Annual Bonuses shall be paid by the Corporation to the Executive promptly after the year end, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s annual audit, if any, but in no event later than April 15th of the year following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year). The Compensation Committee may provide for lesser or greater percentage Annual Bonus payments for Executive upon achievement of partial or additional criteria established or determined by the Compensation Committee from time to time. For the avoidance of doubt, if Executive is employed upon expiration of the term won of this Agreement, he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year. In his sole discretion, the Executive may elect to receive such annual bonus in common stock of the Corporation at the basis determined by the Compensation Committee in good faith.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior executives, including group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder.
(e) The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafter.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Compensation of Executive. (a) a. The Corporation Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of (i) $350,000 144,000 per annum and (as in effect from time to timeii) through its wholly owned subsidiary, Global Telestat Communications, Ltd, (“GTCL”) the “sum of £48,000 per annum, (the "Base Salary”"), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation Board of Directors of the Company shall review the Base Salary on an annual basis and has the right but not the obligation to increase itincrease, but has no right to decrease not decrease, the Base Salary.
(b) b. In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to receive an annual cash bonus (“"Annual Bonus”") in an amount equal to up to $100,000 fifty (50%) percent of his then-current Base Salary if the Corporation Company meets or exceeds criteria adopted by the Compensation Committee of the Board of the Company (the “"Compensation Committee”") for earning Bonuses, Bonuses which criteria shall be adopted by the Compensation Committee annually after consultation with the annually. The Company will notify Executive and which criteria must be reasonably likely to be attainableof any such criteria. Annual Bonuses shall be paid by the Corporation Company to the Executive promptly after determination that the year endrelevant criteria targets have been met, it being understood that the Compensation Committee’s determinations concerning attainment of any financial targets associated with any bonus determination shall not be determined until following the completion of the Corporation’s Company's annual audit, if any, but in no event later than April 15th audit and public announcement of the year such results and shall be paid promptly following the year for which it is being paid (and if the Executive was employed as of last day of the calendar year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year, even if he is not employed by the Corporation on the date the Annual Bonus is paid for such last year)Company's announcement thereof. The Compensation Committee may provide for lesser or greater amounts and/or percentage Annual Bonus payments for Executive upon achievement of partial partial, additional, or additional other criteria established or determined by the Compensation Committee from time to time. The Annual Bonus shall be prorated for any partial fiscal year during the Term hereof. For the avoidance of doubt, if Executive is employed upon expiration of the term Term of this Agreement, or if this Agreement is terminated pursuant to Section 5(a) (other than Section 5(a) (vi)), he shall be entitled to the Annual Bonus for such last year on a pro-rata basis through the last date of employment, even if he is not employed by the Corporation Company on the date the Annual Bonus is paid for such last year. In his sole discretion, the .
c. Executive may elect to receive shall be eligible for such annual bonus in common grants of awards under stock option or other equity incentive plans of the Corporation at Company adopted by the basis determined Board and approved by the stockholders of the Company (or any successor or replacement plan adopted by the Board and approved by the stockholders of the Company) (the "Plan") as the Compensation Committee of The Company may from time to time determine (the "Share Awards"). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided in good faiththis Agreement or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.
(c) d. The Corporation Company shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the Equity Awards course of his employmentemployment (including travel and lodging expenses), consistent with the Corporation’s Company's policy for reimbursement of expenses from time to time.
(d) e. The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides Company and the Company provide to its senior executives, including group family health insurance coverage, which shall be paid by their executives and/or executives of subsidiaries of The Company (as the Corporation case may be) (the “"Benefit Plans”"). If at any time during the Term, the Corporation does not provide its senior executives with health insurance (including hospitalization) under a Benefit Plan, Executive .
f. The Company shall be entitled to secure such health insurance for himself and his immediate family (i.e., spouse and natural born children) and the Corporation shall reimburse Executive for the cost of such insurance promptly after payment by compensate the Executive for such insurance. For the avoidance of doubt, Executive shall be entitled documented medical insurance coverage up to secure health insurance from high quality companies such as Blue Cross/Blue Shield, United, or Emblem, and the ability to select a no or low deductible plan. If Executive secures such health insurance, such health insurance shall be deemed to be a Benefit Plan hereunder£250 per month.
g. Upon execution of this Agreement, the Company shall use its reasonable best efforts to obtain quotes for Directors' and Officers' Professional Liability Insurance (e"D&O Insurance") The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the indemnification of the Executive for the term of his employment and for a period of at least six (6) years thereafter. The Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years thereafterpurchase such D&O Insurance.
(f) The Corporation shall also maintain (or hire, if applicable) a New York City based executive assistant to assist the Executive with his duties.
Appears in 1 contract
Samples: Executive Employment Agreement (Orbital Tracking Corp.)
