Common use of REMUNERATION AND BENEFITS Clause in Contracts

REMUNERATION AND BENEFITS. (a) In return for performing the Services, the Employee will be paid an annual base salary of CAD $146,260.00 (the “Base Salary”), less statutory deductions, which will be paid to the Employee semi-monthly by direct deposit. The Base Salary may be increased subject to performance and/or merit review and, if increased, will thereafter be the Base Salary under this Agreement. Global and the Related Entities will consult on any performance or merit related increases. (b) The Employee will be entitled to participate in all insurance and other benefit plans or programs in effect for similar employees in accordance with the rules and agreements governing such plans or programs so long as such plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to from time to time. (c) The Employee will be entitled to twenty (20) days’ paid vacation each calendar year. This entitlement will be pro-rated for partial years of service. Vacation is to be scheduled in accordance with business needs and as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance of the Services and in accordance with the applicable policies and procedures as amended from time to time. (e) As it relates to the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this Agreement. (f) The Employee agrees that each Related Entity to whom he performs the Services is responsible on a pro-rata basis (i.e. according to the percentage of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed to the Employee pursuant to this Agreement. This includes any payments owed to the Employee pursuant to Article 6 below.

Appears in 1 contract

Samples: Employment Agreement (Ivanhoe Electric Inc.)

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REMUNERATION AND BENEFITS. (a) In return a. The Corporation shall pay to the Executive as compensation for performing the Services, the Employee will be paid his services provided hereunder an annual base salary of CAD $146,260.00 (the Annual Base Salary”) for each year of the term of this Agreement, which shall be determined by the Board of Directors (and the Compensation Committee, as may be required), less statutory deductions, which will be paid subject to the Employee semi-monthly by direct depositprovisions of Section 7, and which shall be exclusive of bonuses, benefits and other compensation as provided for herein. The Annual Base Salary may shall be increased subject to performance and/or merit review and, if increased, will thereafter be the Base Salary under this Agreement. Global and the Related Entities will consult on any performance or merit related increases. (b) The Employee will be entitled to participate in all insurance and other benefit plans or programs in effect for similar employees payable in accordance with the rules and agreements governing Corporation’s regular payroll practices for senior executives or in such plans or programs so long other manner as such plans and programs are in effect. Such employee insurance and other benefit plans may be amendedmutually agreed upon, deleted less, in any case, all applicable deductions or added withholdings as required by law. As of the date of this Agreement, the Annual Base Salary is US$620,000. b. The Corporation shall provide the Executive with employee benefits comparable to those provided by the Corporation from time to time. (c) The Employee will be entitled time to twenty (20) days’ paid vacation each calendar yearother senior executives of the Corporation. This entitlement will be pro-rated for partial years of service. Vacation is Benefits to be scheduled enjoyed by the Executive during the term of this Agreement shall include, but not be limited to, those benefits set forth in accordance with business needs and as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchersSchedule “A”, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance of the Services and in accordance with the applicable policies and procedures as amended from time to time, and shall include reimbursement of any properly incurred expenses as provided for in Section 10 hereof. c. The Executive will be eligible to participate in all Long Term Incentive Programs (e“LTIP”) As it relates as and when approved by the Board of Directors. The value of LTIP is generally determined at the beginning of the LTIP term (typically three years) in relation to the performance Executive’s On-Target-Earnings (“OTE”). OTE equals the annual base salary plus variable compensation at target. The value target to be used for the three year term of each LTIP shall be determined by the Services Board of Directors and regardless of shall be US$1,687,000 for the number of Related Entities to whom the Employee performs the Servicesnext LTIP (“LTIP 5”), the Employee is not entitled to performance period of which starts on July 1, 2011, as and when approved by the Board of Directors. Executive shall participate fully in LTIP 5 without any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this Agreement. (f) The Employee agrees that each Related Entity to whom he performs the Services is responsible on a pro-rata basis (i.e. according proration applied thereto related to the percentage start of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed to the Employee pursuant to this Agreement. This includes any payments owed to the Employee pursuant to Article 6 belowhis employment.

Appears in 1 contract

Samples: Employment Agreement (Open Text Corp)

REMUNERATION AND BENEFITS. (a) In return for performing 5.1 The Company and/or any member of the Services, Group shall pay to the Employee will during the continuance of this Agreement: 5.1.1 the remuneration of the Employee which shall be paid a fixed total salary (accrued from day to day) at the rate of Renminbi _____________ per year (or such higher rate as the Board may in its discretion from time to time decide to award payable in arrears by 13 equal monthly installments on the fifth day of the coming month and the thirteenth installment (which shall be pro-rated if the Employee has been employed by the Company for less than a full year) shall be payable on the fifth day of the first month of next calendar year; 5.1.2 an annual base salary discretionary bonus of CAD $146,260.00 such amount as may from time to time be determined by the Board provided that the aggregate amount of bonuses payable to all the members of the senior management team of the Company in any financial year of the Company shall not exceed 30% of the Company's consolidated profit after taxation (the “Base Salary”), less statutory deductions, which excluding annual discretionary bonus) for that financial year. The bonus will be paid to the Employee semi-monthly by direct deposit. The Base Salary may be increased subject to performance and/or merit review and, if increased, will thereafter be at such time as the Base Salary under this Agreement. Global Board shall determine and the Related Entities will consult on any performance or merit related increases. (b) The Employee will Board shall be entitled to participate in all insurance and other benefit plans or programs in effect for similar employees in accordance with approve payments on account of the rules and agreements governing such plans or programs so long as such plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to annual bonus from time to timetime and to approve a bonus payment to the Employee in respect of a financial year of the Company notwithstanding that he shall not have been employed by the Company continuously throughout the financial year and 5.1.3 all reasonable medical expenses as provided under the Group's medical benefits scheme, if any. (c) The Employee will be entitled to twenty (20) days’ paid vacation each calendar year. This entitlement will be pro-rated for partial years of service. Vacation is to be scheduled in accordance with business needs and as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance 5.2 Payment of the Services remuneration and in accordance with the applicable policies and procedures as amended from time to time. (e) As it relates to the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this Agreement. (f) The Employee agrees that each Related Entity to whom he performs the Services is responsible on a pro-rata basis (i.e. according to the percentage of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed bonus to the Employee pursuant to this AgreementClause 5.1 shall be made either by the Company or by another member of the Group and if more than one member, in such proportions as the Board may from time to time think fit. This includes any payments owed For the avoidance of doubt, the remuneration and bonus payable to the Employee pursuant to Article 6 belowClause 5.1 shall exclude any mandatory provident fund contributions made by the Company. 5.3 The Employee may, at the discretion of the Board, be eligible to participate in any share option scheme from time to time adopted by the Company in accordance with the terms and conditions of such share option scheme. 5.4 The Employee shall not accept from any business associates/customers of the Company or of any member of the Group any gifts or benefits, monetary or otherwise, excluding any gifts or benefits of a value less than RMB1,000, without the prior written consent of the Board or in any manner ask for or solicit any such gifts or benefits from business associates/customers of the Company or of any member of the Group.

Appears in 1 contract

Samples: Service Agreement (China Techfaith Wireless Communication Technology LTD)

REMUNERATION AND BENEFITS. (a) In return for performing the Services, the 4.01 Employee will be paid an annual base gross salary of CAD $146,260.00 (the “Base Salary”), less statutory deductions, which 250,000.00. Employee’s salary will be paid to the Employee semi-monthly by direct depositin accordance with Employer’s standard payroll practice. The Base Salary Employee’s base salary may be increased subject from time to performance and/or merit review and, if increased, will thereafter be time at the Base Salary under this Agreement. Global and the Related Entities will consult on any performance or merit related increasesdiscretion of Employer. (b) The 4.02 During Employee’s employment with Employer as Senior Vice President of Business Development, Employee will shall participate in Employer’s management incentive plan, as approved by the Board of Directors of Employer, with a target of 50% of the Employee’s base salary if budgeted performance is attained and a maximum of 62.5% of the Employee’s base salary if above-budgeted performance is obtained. Notwithstanding the aforementioned, it is specifically understood and agreed that all determinations relating to Employee’s participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee’s level of participation and payout opportunity, shall be entitled made by the person or committee to whom such authority has been granted. 4.03 During Employee’s employment with Employer, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his employment; provided that such expenses are incurred and accounted for in accordance with Employer’s applicable policies and procedures. 4.04 Employee shall be afforded the right to participate in any and all group medical, dental or life insurance and other benefit programs including Employer’s 401(k) plan, which may be in effect during his employment. Except as specifically provided in this Agreement, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs in effect for similar that are provided to similarly situated employees in accordance with pursuant to the rules terms and agreements governing conditions of such plans or programs so long as such benefit plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to from time to timeprograms. 4.05 During Employee’s employment with Employer, Employee shall receive three (c3) The Employee will be entitled to twenty (20) days’ weeks of paid vacation each calendar per year. This entitlement will Unused vacation time cannot be pro-rated for partial years of service. Vacation is to be scheduled in accordance with business needs and as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement in excess of five (5) days will be forfeitedcarried over into subsequent years. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance of the Services and in accordance with the applicable policies and procedures as amended from time to time. (e) As it relates to the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this Agreement. (f) The Employee agrees that each Related Entity to whom he performs the Services is responsible on a pro-rata basis (i.e. according to the percentage of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed to the Employee pursuant to this Agreement. This includes any payments owed to the Employee pursuant to Article 6 below.

Appears in 1 contract

Samples: Employment Agreement (Aquilex Corp)

REMUNERATION AND BENEFITS. The Executive shall be paid by way of remuneration a salary and bonus and such other benefits (if any) as the Board may from time to time determine as follows: a) In return for performing the Services, the Employee will The Executive shall be paid an annual by way of remuneration for her services during the Employment hereunder: (i) a base salary at the rate of CAD $146,260.00 33,333 per month through February 28, 2001 and at the rate of $46,666.67 per month thereafter and (ii) such bonuses or additional remuneration (if any) as the “Base Salary”Board, through its Compensation Committee ("Compensation Committee"), less statutory deductions, which will be paid may from time to the Employee semi-monthly by direct deposit. The Base Salary may be increased subject to performance and/or merit review and, if increased, will thereafter be the Base Salary under this Agreement. Global and the Related Entities will consult on any performance or merit related increases. (b) The Employee will be entitled to participate in all insurance and other benefit plans or programs in effect for similar employees time determine in accordance with the rules "Overseas Partners Ltd. Incentive Plan" (in development at the Commencement Date) based upon (x) for the 2000 bonus year, a target award of 100% of base salary and agreements governing such plans varying between 50% and 150% and (y) for the 2001 and subsequent bonus years, a target award of 125% of base salary, in each case determined by the performance of the Company and the Executive as adjudged solely by the Compensation Committee. The Compensation Committee shall review the Executive's base salary and potential bonus award, on an annual basis to determine, in its sole discretion, if and to what extent an increase in base salary and/or the awarding of a bonus or programs so long as such plans and programs are in effectadditional remuneration is warranted. The annual review will be completed by March 1 of each year. Such employee insurance salary shall be paid by equal monthly installments in arrears on the last day of every month and shall accrue from day to day. Notwithstanding anything to the contrary contained in the Bye-Laws of the Company, the Executive shall not be entitled to any other benefit plans remuneration as an ordinary or executive director of the Company and the Executive shall, as the Company may direct, either effectually waive her rights to any such remuneration or shall account for and pay over the same to the Company immediately after she receives it. b) The Executive shall be amendedentitled to receive grants of restricted stock, deleted stock options and/or stock appreciation rights on an annual basis under the Company's Incentive Compensation Plan for the time being in force, subject to the rules applicable to the Plan as established, amended or added varied from time to time by the Board or such other Plan as is in force from time to time. (c) The Employee will be entitled to twenty (20) days’ paid vacation each calendar year. This entitlement will be pro-rated for partial years of service. Vacation is to be scheduled in accordance with business needs , and as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance of the Services and in accordance with the applicable policies and procedures as amended from time to time, as the case may be. The grants referred to in the preceding sentence shall be based on a target figure of no less than (i) 150% of base salary as of March 31, 2000 and (ii) 236% of base salary as of April 1, 2000. Upon execution of this Agreement, the Executive shall immediately be entitled to 49,079 shares of restricted stock vesting three years from 1 January 2000. c) In addition to public holidays the Executive will be entitled to six (6) weeks vacation in every calendar year. Unless and until her Employment under this Agreement terminates under any provision herein, salary will continue to be payable during vacations. Vacation days not taken in any calendar year may be carried forward at the sole discretion of the Compensation Committee. d) Subject to production, if requested, of medical certificates satisfactory to the Company, salary will not cease to be payable by reason only of the Executive's incapacity to work due to sickness or accident (unless and until her Employment under the Agreement shall be terminated under any provision herein) but the Company may reduce salary during incapacity by an amount equal to the benefit (excluding any lump sum benefit) which the Executive would be entitled to claim during such incapacity under any sickness or accident insurance policy paid for entirely by the Company (whether or not such benefit is claimed by the Executive). e) As it relates to Until the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the ServicesTermination Date, the Employee is not Executive shall be covered under the health benefits plan of OCC as outlined in the OCC Benefit Manual or any successor plan. f) The Executive shall be entitled to any paymentparticipate in the Overseas Partners Ltd And Subsidiaries Retirement Plan (401-K). g) The Executive shall also be entitled to participate in OCC's Flexible Benefits Plan. h) The Executive is entitled to all other benefits outlined in the Overseas Partners Ltd./Overseas Partners Re Ltd. Company Handbook, benefit, perquisite, allowance or entitlement that is duplicative of those set out which are not specifically identified in this Agreement. (fi) The Employee agrees that each Related Entity Company shall pay the Executive actual expenses to whom he performs a maximum of a sum of $30,000 towards the Services is responsible on a pro-rata basis (i.e. according cost incurred during the course of relocating to Bermuda, and an equivalent sum for any subsequent relocation to the percentage United States, provided such relocation occurs within 6 months following termination of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed to the Employee pursuant to this Agreement. This includes any payments owed In addition, the Company shall pay to the Employee pursuant Executive an additional sum equal to Article 6 belowone month of her 2000 base salary (as determined in paragraph 4(a) above) towards the cost incurred during the course of relocating to Bermuda. j) The Company shall, during the continuance of the Employment of the Executive (including any period of notice) pay a housing allowance of $13,000 per month to defray the Executive's housing cost here in Bermuda. The first of such payment shall be made on the 25th day of January 2000 representing the housing allowance for January in arrears. All subsequent payments shall be on the 25th day of each month, in arrears for the month in question. k) The Executive shall be entitled to participate in the OPL Tax Equalization Program which is designed to ensure that the Executive does not pay additional United States taxes solely as a result of her employment with the Company, with specific regard to certain Bermuda allowances (e.g housing and relocation) that may result in additional taxable compensation to the employee.

Appears in 1 contract

Samples: Employment Agreement (Overseas Partners LTD)

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REMUNERATION AND BENEFITS. (a) In return for performing The Company will pay the Services, the Employee will be paid Executive an annual base salary of CAD $146,260.00 S300,000, subject to withholdings and deductions as required or permitted by law (the "Base Salary"), less statutory deductions, which will be paid to the Employee semi-monthly by direct deposit. The Base Salary may will be increased subject to performance and/or merit review andpaid in semi-monthly installments, if increased, will thereafter be the Base Salary under this Agreementin arrears. Global This is an exempt position and the Related Entities Executive will consult on any performance or merit related increasesnot receive overtime compensation. (b) The Employee Base Salary will be entitled reviewed on an annual basis. This review will not result in a decrease in the Base Salary unless a material adverse change in the financial condition or operations of the Company has occurred or unless the Executive's responsibilities are altered to participate in all insurance and other benefit plans or programs in effect for similar employees in accordance with the rules and agreements governing such plans or programs so long as such plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to from time to timereflect less responsibility. (c) The Employee Executive will be entitled eligible for an annual cash bonus of up to twenty (20) days’ paid vacation each calendar year35 percent of the Base Salary, if the Chief Executive Officer and the Board of Directors in their absolute discretion determine that the Executive has achieved the performance objectives agreed to between the Executive and the Chief Executive Officer. This entitlement Any bonus payable during the first year of the Executive's employment will be pro-rated for partial years pro­ rated. Payment of service. Vacation is to be scheduled a bonus in accordance with business needs and as Global may agree. The Employee may carry forward any one year will not indicate the payment of a maximum of five (5) vacation days to the following bonus in any other year. Any unused vacation entitlement in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, The Company will facilitate the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred Executive's enrolment in the performance of the Services and in accordance with the applicable policies and procedures Company's insurance benefits plans, as amended from time to timetime by the Company or the insurance carrier. In all cases, eligibility to participate in the plans and to receive benefits under the plans will be subject to the terms and requirements of the applicable insurance carrier in accordance with the formal benefits plan documents and policies. Any issues with respect to entitlement to or payment of benefits under the benefits package will be governed by the terms of such documents and policies. The Company is not responsible for the payment of benefits in any circumstance. Further, the Company reserves the right, in its sole discretion, to change any of the insurance benefit plans or providers, however, if the Company is unable to maintain similar coverage as to the insurance benefits plans or the providers, then the Executive will be provided with compensation to assist in securing his own coverage, such compensation to be determined by the Company. (e) As it relates The Executive will be eligible for participation in the Company's share incentive plan, subject to the performance terms of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this Agreementplan. (f) The Employee Company will reimburse the Executive for all reasonable expenses actually and properly incurred by the Executive in connection with the performance of his duties. The Executive will provide the Company with receipts supporting his claims for reimbursement. (g) By accepting this Agreement, the Executive agrees that each Related Entity the Company may deduct and set-off from any amounts the Company owes the Executive from time to whom he performs the Services is responsible on a pro-rata basis time (i.e. according to the percentage of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation including amounts owed to the Employee pursuant to this Agreement. This includes Executive as wages or other compensation, fringe benefits or vacation pay, as well as any payments other amounts owed to the Employee pursuant Executive by the Company), any amounts the Executive owes to Article 6 belowthe Company. Notwithstanding the any deduction or set-off made by the Company hereunder, if the Company does not recover by means of such deduction and set-off the full amount owed by the Executive, the Executive agrees to immediately pay the unpaid balance to the Company.

Appears in 1 contract

Samples: Executive Employment Agreement (TEKMIRA PHARMACEUTICALS Corp)

REMUNERATION AND BENEFITS. i. In consideration of the performance by the Employee of the terms and conditions of the within agreement: (a) In return for performing the Services, the Employee The Employer will be paid an annual base salary of CAD $146,260.00 (the “Base Salary”), less statutory deductions, which will be paid pay to the Employee semi-monthly by direct deposit. The Base a Salary may be increased of $200,000.00 per annum, (subject to performance and/or merit review and, if increased, will thereafter be the Base Salary under this Agreement. Global and normal statutory deductions) payable in bi-weekly instalments in arrears for the Related Entities will consult on any performance or merit related increasesfirst year of the term of employment. (b) The Employer will pay to the Employee a salary of $175,000.00 per annum, (subject to the normal statutory deductions) payable in bi-weekly instalments in arrears for the second year of the term of employment. (c) The Employer will pay to the Employee in the event that the Employee exercises his option for a third year of employment the sum of $150,000.00 per annum, (subject to the normal statutory deductions) payable in bi-weekly instalments in arrears for the second year of the term of employment. (d) The Employee will be entitled to participate in all the Employer's insurance benefit package and other benefit plans or programs in effect the Employer shall also make the normal contributions to its deferred profit sharing plan for similar employees in accordance with and on behalf of the rules and agreements governing such plans or programs so long as such plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to from time to timeEmployee. (ce) The Employee will be entitled to twenty (20) days’ paid vacation each calendar year. This entitlement will be pro-rated for partial years of service. Vacation is to be scheduled participate in accordance with business needs and an incentive bonus program as Global may agree. The Employee may carry forward a maximum of five (5) vacation days to the following year. Any unused vacation entitlement set forth in excess of five (5) days will be forfeited. (d) Upon submitting appropriate vouchers, bills, receipts or other documents, the Employee will be reimbursed for all reasonable out-of-pocket expenses incurred in the performance of the Services and in accordance with the applicable policies and procedures as amended from time to time. (e) As it relates to the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this AgreementSchedule "A" attached hereto. (f) The Employee agrees that each Related Entity to whom he performs will be entitled to: A. Eleven weeks of paid vacation time during the Services is responsible on a pro-rata basis (i.e. according to first year of employment; B. Eighteen weeks of paid vacation time during the percentage second year of time employment; and C. In the event that the Employee has devoted to is employed for a third year, twenty-six weeks of paid vacation time. Any paid vacation period shall not exceed three consecutive weeks without the business and affairs of each Related EntityEmployer's prior approval. (g) for the Base Salary and other compensation owed to The Employer shall reimburse the Employee pursuant to this Agreement. This includes any payments owed to for reasonable business expenses incurred by the Employee pursuant to Article 6 belowfor and on behalf of Carsen. The reimbursement of such expenses shall be approved by the President of the Employer's parent company, Cantel Industries, Inc. (h) All dollar amounts in the Agreement are Canadian dollars.

Appears in 1 contract

Samples: Employment Agreement (Cantel Industries Inc)

REMUNERATION AND BENEFITS. (a) In return for performing 4.1 The Company shall pay to the Services, the Employee will be paid Executive an annual annualized base salary of CAD $146,260.00 (the “Base Salary”)594,000.00 CAD, less statutory deductions, which payable in accordance with the Company’s usual payroll practices, to be adjusted from time to time. The Executive’s starting salary was calculated using a USD to CAD exchange rate of $1.32. The Executive’s annual base salary shall be reviewed annually and may be subject to adjustment based on the then USD/CAD exchange rate. The Executive understands and agrees that he shall not be guaranteed the same exchange rate that was used to determine the starting salary for future salary adjustments. 4.2 In addition to the compensation provided for in section 4.1, the Executive shall be entitled to receive the following benefits: (a) The Executive will be paid eligible to participate in an executive-level bonus plan, with the target being 50% of Executive’s annual base salary during the year. The bonus entitlement is dependent upon corporate, group and individual performance metrics, and any bonus amounts will be determined in accordance with NN corporate guidelines. Bonuses are distributed after the completion of the year-end financial audit of the Parent, which is typically completed in March. Any bonus award is governed by the terms of the Executive Incentive Compensation (“EIC”) Program document, including the Rider for EIC Program Participants Employed in Canada which is appended to the Employee semi-monthly by direct deposit. The Base Salary may be increased subject EIC Program document, a copy of which is attached to performance and/or merit review and, if increased, will thereafter be the Base Salary under this Agreement. Global and the Related Entities will consult on any performance or merit related increasesAgreement as Schedule “C”. (b) The Employee Commencing in 2028, provided that Executive remains employed, the Executive will be entitled eligible to participate in all insurance and other benefit plans or programs any Company Long-Term Incentive (“LTI”) Program then in effect for similar employees in accordance with the rules and agreements governing such plans or programs so long as such plans and programs are in effect. Such employee insurance and other benefit plans may be amended, deleted or added to from time to timeplace. (c) Participation in any group benefit plan that may be offered or adopted by the Company for its executive employees, as may be amended from time to time, subject to the terms of the applicable plan documents and the policies provided by the relevant carrier; and (d) The Employee Executive will be entitled to earn four (4) weeks, or twenty (20) business days’ paid , of vacation each calendar yeartime per annum. This entitlement will be Vacation days accrue on a pro-rated rata basis for partial years of serviceemployment. Vacation The Executive’s pro-rated vacation entitlement for 2023 is eight (8) business days. The Executive is entitled to be scheduled earn vacation pay in accordance with business needs the Act (4% if the Executive has less than 5 years of service, and as Global may agree6% if the Executive has 5 or more years of service with the Company). The Employee first ten (10) vacation days (increasing to fifteen (15) vacation days upon 5 years of employment with the Company) constitute statutory vacation under the Act (“statutory vacation”) and any additional vacation granted constitutes excess vacation (“excess vacation”). Although the Executive is expected to use his full vacation allotment in the calendar year in which it is earned, the Executive may carry forward a maximum of five (5) his statutory vacation days subject to the following yearAct. Any unused excess vacation will not carry over and will automatically be forfeited without any entitlement to vacation pay. The Executive’s vacation will generally be taken at such times as is most convenient, considering the demands of the business of the Company and his personal plans. All vacation requests must be pre-approved and entered in excess the electronic tracking system. 4.3 Upon acceptance of this Agreement and commencement of employment by the Executive on the Effective Date, the Company shall, subject to approval by the board of directors (or the Compensation Committee of the board of directions) of the Parent, grant to the Executive the following one-time equity awards: (a) 330,000 time-vesting restricted stock units (“RSUs”), outside of the Parent’s 2022 Omnibus Incentive Plan, as amended (the “Omnibus Plan”) as an “inducement grant” (within the meaning of NASDAQ Listing Rule 5635(c)) having substantially the same terms, definitions and provisions of the Omnibus Plan. The RSUs will vest with respect to one fifth (1/5) of the shares subject thereto on each of the first five (5) days will anniversaries of the Effective Date, subject to the terms and conditions set forth in an award agreement to be forfeitedentered into by the Parent and the Executive, which is attached hereto as Schedule “D”. (db) Upon submitting appropriate vouchers560,000 performance-vesting restricted stock units (“PSUs”), billsoutside of the Omnibus Plan as an “inducement grant” (within the meaning of NASDAQ Listing Rule 5635(c)) having substantially the same terms, receipts or other documentsdefinitions and provisions of the Omnibus Plan. Each PSU shall entitle the Executive to receive one share of the Parent’s common stock for each PSU that vests. The PSUs will vest based on the performance conditions set forth in an award agreement to be entered into by the Parent and the Executive, which is attached hereto as Schedule “E”. 4.4 The Executive shall also receive a one-time signing bonus in the Employee will amount of $37,000 CAD less applicable statutory deductions, payable on the first regular payroll date following the Effective Date. 4.5 The Executive shall be reimbursed for all reasonable out-of-pocket expenses actually and reasonably incurred by the Executive in connection with the performance of the Services Executive’s duties hereunder and in accordance with the applicable policies and procedures of the Company or the Parent (which will include the authority of the audit committee of the board of directors of the Company or the Parent to review the Executive’s expense account), as may be amended by the Company or the Parent in its sole discretion from time to time. (e) As it relates . For all such expenses the Executive shall furnish to the performance of the Services and regardless of the number of Related Entities to whom the Employee performs the Services, the Employee is not entitled to any payment, benefit, perquisite, allowance or entitlement that is duplicative of those set out in this AgreementCompany receipts verifying such expenses. (f) The Employee agrees that each Related Entity to whom he performs the Services is responsible on a pro-rata basis (i.e. according to the percentage of time that the Employee has devoted to the business and affairs of each Related Entity) for the Base Salary and other compensation owed to the Employee pursuant to this Agreement. This includes any payments owed to the Employee pursuant to Article 6 below.

Appears in 1 contract

Samples: Executive Employment Agreement (Nn Inc)

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