Common use of Salary and Bonuses Clause in Contracts

Salary and Bonuses. (a) During the Employment Term, the Company shall pay Xxxxxxxx an annual base salary of $450,000, payable in equal installments during the year in accordance with the Company's customary practices for senior executives ("Base Salary"). The amount of Xxxxxxxx' Base Salary may be increased from time to time by the Board, and, once increased, such higher amount shall become the Base Salary for all purposes of this Agreement and may not thereafter be reduced. The Company shall also pay to Xxxxxxxx, to the extent earned, an annual cash bonus, not to exceed 100% of Base Salary, which shall be based on the performance of Xxxxxxxx and the UST Group's business as determined annually by the Compensation Committee of the Board in its discretion. The Company shall have the right to deduct and withhold from Xxxxxxxx' compensation all taxes and charges that are currently or that hereafter may be required by law to be so deducted and withheld. The Company shall establish a program whereby Xxxxxxxx may, at his option, defer receipt of any or all of the Base Salary and bonuses otherwise payable to him under this Agreement. Any amounts so deferred shall be placed in a "rabbi" trust, with a bank or other financial institution reasonably satisfactory to Xxxxxxxx, as trustee, providing the maximum security to Xxxxxxxx without causing the constructive receipt of income for federal income tax purposes and distributed, together with interest or other earnings thereon, according to a payment schedule to be designated by Xxxxxxxx. (b) Notwithstanding the foregoing however, if Xxxxxxxx ceases to be an officer as provided in Section 3.1, Xxxxxxxx shall thereafter, except as provided below for consultant services, be entitled only to receive such meeting fees and other benefits, if any, as the Company provides to the members of the Board who are not also employees of the Company; provided that Xxxxxxxx shall continue to retain his current ownership of (a) all subordinated units representing limited partner interests in UST issued to him at the closing of the IPO, (b) his 10% member interest in New Services, subject to the provisions of the Company Agreement, and (c) the Unit Options awarded to him under the U.S. Timberlands Company 1997 Long-Term Incentive Plan (the "LTIP"), subject to the terms of the LTIP. Xxxxxxxx agrees to make himself available to the Company to provide, upon reasonable request, consulting services of the nature Xxxxxxxx is qualified to perform by reason of Xxxxxxxx' background, knowledge and experience. As consideration for being available to provide such consulting services, Xxxxxxxx shall be entitled to receive an annual retainer of $25,000, payable in equal quarterly installments of $6,250 on each January 2, April 1, July 1 and October 1. Upon the presentation of invoices, in a form reasonably satisfactory to the Company, from Xxxxxxxx for such consulting services, the Company shall also pay Xxxxxxxx at the rate of $200 per hour for the consulting services rendered, up to a maximum of $1,600 for any one day, and shall reimburse Xxxxxxxx for all reasonable expenses incurred by Xxxxxxxx in performing such consulting services. The consulting agreement described herein shall terminate at the effective date of the Xxxxxxxx' removal, resignation or retirement from the Board or upon his Death or becoming Disabled (the "Consulting Term"). During the term of such consultancy, Xxxxxxxx agrees to present to the Board for consideration proposed acquisitions that meet the Board's criteria prior to presenting such proposed acquisitions to any other person. The Board will have a 30-day period in which to exercise its right of first refusal and an additional 120 days thereafter either to consummate the acquisition or enter into a binding agreement with respect thereto.

Appears in 2 contracts

Samples: Employment and Consulting Agreement (U S Timberlands Co Lp), Employment and Consulting Agreement (U S Timberlands Co Lp)

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Salary and Bonuses. (a) During the Employment Term, the Company shall pay Xxxxxxxx Executive an annual base salary of $450,000260,000, payable in equal installments during the year in accordance with the Company's customary practices for senior executives ("Base Salary"). The amount of Xxxxxxxx' Executive's Base Salary may be increased from time to time by the Board, and, once increased, such higher amount shall become the Base Salary for all purposes of this Agreement and may not thereafter be reduced. The Company shall also pay to XxxxxxxxExecutive, to the extent earned, an annual cash bonus, not to exceed 100% of Base Salary, which shall be based on the performance of Xxxxxxxx Executive and the UST Group's business as determined annually by the Compensation Committee of the Board in its discretion; provided that for each of 1998 and 1999 such cash bonus shall be a minimum of 50% of Base Salary. The Company shall have the right to deduct and withhold from Xxxxxxxx' Executive's compensation all taxes and charges that are currently or that hereafter may be required by law to be so deducted and withheld. The Company shall establish a program whereby Xxxxxxxx Executive may, at his option, defer receipt of any or all of the Base Salary and bonuses otherwise payable to him under this Agreement. Any amounts so deferred shall be placed in a "rabbi" trust, with a bank or other financial institution reasonably satisfactory to Xxxxxxxx, Executive as trustee, trustee providing the maximum security to Xxxxxxxx Executive without causing the constructive receipt of income for federal income tax purposes (the "Deferred Compensation Trust") and distributed, together with interest or other earnings thereon, according to a payment schedule to be designated by Xxxxxxxx. (b) Notwithstanding the foregoing however, if Xxxxxxxx ceases to be an officer as provided in Section 3.1, Xxxxxxxx shall thereafter, except as provided below for consultant services, be entitled only to receive such meeting fees and other benefits, if any, as the Company provides to the members Executive. Terms of the Board who are not also employees of the Company; provided that Xxxxxxxx shall continue to retain his current ownership of (a) all subordinated units representing limited partner interests in UST issued to him at the closing of the IPO, (b) his 10% member interest in New Services, subject to the provisions of the Company Agreement, and (c) the Unit Options awarded to him under the U.S. Timberlands Company 1997 Long-Term Incentive Plan (the "LTIP"), subject to the terms of the LTIP. Xxxxxxxx agrees to make himself available to the Company to provide, upon reasonable request, consulting services of the nature Xxxxxxxx is qualified to perform by reason of Xxxxxxxx' background, knowledge and experience. As consideration for being available to provide such consulting services, Xxxxxxxx Deferred Compensation Trust shall be entitled to receive an annual retainer of $25,000, payable in equal quarterly installments of $6,250 on each January 2, April 1, July 1 and October 1. Upon the presentation of invoices, in a form reasonably satisfactory to the Company, from Xxxxxxxx for such consulting services, the Executive and provide maximum flexibility under applicable Internal Revenue Service regulations. The Company shall also pay Xxxxxxxx at bear the rate costs of $200 per hour for administering the consulting services rendered, up to a maximum of $1,600 for any one day, and shall reimburse Xxxxxxxx for all reasonable expenses incurred by Xxxxxxxx in performing such consulting services. The consulting agreement described herein shall terminate at the effective date of the Xxxxxxxx' removal, resignation or retirement from the Board or upon his Death or becoming Disabled (the "Consulting Term"). During the term of such consultancy, Xxxxxxxx agrees to present to the Board for consideration proposed acquisitions that meet the Board's criteria prior to presenting such proposed acquisitions to any other person. The Board will have a 30-day period in which to exercise its right of first refusal and an additional 120 days thereafter either to consummate the acquisition or enter into a binding agreement with respect theretoDeferred Compensation Trust.

Appears in 1 contract

Samples: Employment Agreement (U S Timberlands Co Lp)

Salary and Bonuses. (a) During the Employment Term, the Company shall pay Xxxxxxxx Executive an annual base salary of $450,000145,000, payable in equal installments during the year in accordance with the Company's customary practices for senior executives ("Base Salary"). The amount of Xxxxxxxx' Executive's Base Salary may be increased from time to time by the Board, and, once increased, such higher amount shall become the Base Salary for all purposes of this Agreement and may not thereafter be reduced. The Company shall also pay to XxxxxxxxExecutive, to the extent earned, an annual cash bonus, not to exceed 100% of Base Salary, which shall be based on the performance of Xxxxxxxx Executive and the UST Group's business as determined annually by the Compensation Committee of the Board in its discretion; provided that for each of 1998 and 1999 such cash bonus shall be a minimum of 50% of Base Salary. The Company shall have the right to deduct and withhold from Xxxxxxxx' Executive's compensation all taxes and charges that are currently or that hereafter may be required by law to be so deducted and withheld. The Company shall establish a program whereby Xxxxxxxx Executive may, at his option, defer receipt of any or all of the Base Salary and bonuses otherwise payable to him under this Agreement. Any amounts so deferred shall be placed in a "rabbi" trust, with a bank or other financial institution reasonably satisfactory to Xxxxxxxx, Executive as trustee, trustee providing the maximum security to Xxxxxxxx Executive without causing the constructive receipt of income for federal income tax purposes (the "Deferred Compensation Trust") and distributed, together with interest or other earnings thereon, according to a payment schedule to be designated by Xxxxxxxx. (b) Notwithstanding the foregoing however, if Xxxxxxxx ceases to be an officer as provided in Section 3.1, Xxxxxxxx shall thereafter, except as provided below for consultant services, be entitled only to receive such meeting fees and other benefits, if any, as the Company provides to the members Executive. Terms of the Board who are not also employees of the Company; provided that Xxxxxxxx shall continue to retain his current ownership of (a) all subordinated units representing limited partner interests in UST issued to him at the closing of the IPO, (b) his 10% member interest in New Services, subject to the provisions of the Company Agreement, and (c) the Unit Options awarded to him under the U.S. Timberlands Company 1997 Long-Term Incentive Plan (the "LTIP"), subject to the terms of the LTIP. Xxxxxxxx agrees to make himself available to the Company to provide, upon reasonable request, consulting services of the nature Xxxxxxxx is qualified to perform by reason of Xxxxxxxx' background, knowledge and experience. As consideration for being available to provide such consulting services, Xxxxxxxx Deferred Compensation Trust shall be entitled to receive an annual retainer of $25,000, payable in equal quarterly installments of $6,250 on each January 2, April 1, July 1 and October 1. Upon the presentation of invoices, in a form reasonably satisfactory to the Company, from Xxxxxxxx for such consulting services, the Executive and provide maximum flexibility under applicable Internal Revenue Service regulations. The Company shall also pay Xxxxxxxx at bear the rate costs of $200 per hour for administering the consulting services rendered, up to a maximum of $1,600 for any one day, and shall reimburse Xxxxxxxx for all reasonable expenses incurred by Xxxxxxxx in performing such consulting services. The consulting agreement described herein shall terminate at the effective date of the Xxxxxxxx' removal, resignation or retirement from the Board or upon his Death or becoming Disabled (the "Consulting Term"). During the term of such consultancy, Xxxxxxxx agrees to present to the Board for consideration proposed acquisitions that meet the Board's criteria prior to presenting such proposed acquisitions to any other person. The Board will have a 30-day period in which to exercise its right of first refusal and an additional 120 days thereafter either to consummate the acquisition or enter into a binding agreement with respect theretoDeferred Compensation Trust.

Appears in 1 contract

Samples: Employment Agreement (U S Timberlands Finance Corp)

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Salary and Bonuses. (a) During the Employment Term, the Company shall pay Xxxxxxxx Executive an annual base salary of $450,000175,000, payable in equal installments during the year in accordance with the Company's customary practices for senior executives ("Base Salary"). The amount of Xxxxxxxx' Executive's Base Salary may be increased from time to time by the Board, and, once increased, such higher amount shall become the Base Salary for all purposes of this Agreement and may not thereafter be reduced. The Company shall also pay to XxxxxxxxExecutive, to the extent earned, an annual cash bonus, not to exceed 100% of Base Salary, which shall be based on the performance of Xxxxxxxx Executive and the UST Group's business as determined annually by the Compensation Committee of the Board in its discretion; provided that for each of 1998 and 1999 such cash bonus shall be a minimum of 50% of Base Salary. The Company shall have the right to deduct and withhold from Xxxxxxxx' Executive's compensation all taxes and charges that are currently or that hereafter may be required by law to be so deducted and withheld. The Company shall establish a program whereby Xxxxxxxx Executive may, at his option, defer receipt of any or all of the Base Salary and bonuses otherwise payable to him under this Agreement. Any amounts so deferred shall be placed in a "rabbi" trust, with a bank or other financial institution reasonably satisfactory to Xxxxxxxx, Executive as trustee, trustee providing the maximum security to Xxxxxxxx Executive without causing the constructive receipt of income for federal income tax purposes (the "Deferred Compensation Trust") and distributed, together with interest or other earnings thereon, according to a payment schedule to be designated by Xxxxxxxx. (b) Notwithstanding the foregoing however, if Xxxxxxxx ceases to be an officer as provided in Section 3.1, Xxxxxxxx shall thereafter, except as provided below for consultant services, be entitled only to receive such meeting fees and other benefits, if any, as the Company provides to the members Executive. Terms of the Board who are not also employees of the Company; provided that Xxxxxxxx shall continue to retain his current ownership of (a) all subordinated units representing limited partner interests in UST issued to him at the closing of the IPO, (b) his 10% member interest in New Services, subject to the provisions of the Company Agreement, and (c) the Unit Options awarded to him under the U.S. Timberlands Company 1997 Long-Term Incentive Plan (the "LTIP"), subject to the terms of the LTIP. Xxxxxxxx agrees to make himself available to the Company to provide, upon reasonable request, consulting services of the nature Xxxxxxxx is qualified to perform by reason of Xxxxxxxx' background, knowledge and experience. As consideration for being available to provide such consulting services, Xxxxxxxx Deferred Compensation Trust shall be entitled to receive an annual retainer of $25,000, payable in equal quarterly installments of $6,250 on each January 2, April 1, July 1 and October 1. Upon the presentation of invoices, in a form reasonably satisfactory to the Company, from Xxxxxxxx for such consulting services, the Executive and provide maximum flexibility under applicable Internal Revenue Service regulations. The Company shall also pay Xxxxxxxx at bear the rate costs of $200 per hour for administering the consulting services rendered, up to a maximum of $1,600 for any one day, and shall reimburse Xxxxxxxx for all reasonable expenses incurred by Xxxxxxxx in performing such consulting services. The consulting agreement described herein shall terminate at the effective date of the Xxxxxxxx' removal, resignation or retirement from the Board or upon his Death or becoming Disabled (the "Consulting Term"). During the term of such consultancy, Xxxxxxxx agrees to present to the Board for consideration proposed acquisitions that meet the Board's criteria prior to presenting such proposed acquisitions to any other person. The Board will have a 30-day period in which to exercise its right of first refusal and an additional 120 days thereafter either to consummate the acquisition or enter into a binding agreement with respect theretoDeferred Compensation Trust.

Appears in 1 contract

Samples: Employment Agreement (U S Timberlands Finance Corp)

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