Salary and Equity Compensation. (a) In consideration of Executive’s services to Employer, Employer shall pay to Executive an annual salary (the “Salary”) of Two Hundred Fifty Thousand Dollars ($250,000.00), payable in equal installments at the end of each regular payroll accounting period as established by Employer, or in such other installments upon which the parties hereto shall mutually agree, and in accordance with Employer’s usual payroll procedures, but no less frequently than monthly. Notwithstanding the above, the salary shall be established at Seventy Nine Thousand Eight Hundred Ninety Eight Dollars ($79,898), until the point in time that Employer’s projected available working capital is sufficient to fund (x) the Company’s operations, and; (y) payment of the total amount of salary payments provided for in the Executive Employment Agreements as determined in the sole discretion of the Company’s Board of Directors (the “Full Payment Date”). For purposes of this provision, the term “Executive Employment Agreements” shall be the employment agreements in effect, as amended by and between the Employer and each of the following executives: Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxx.
(b) In addition to the Salary, Employer shall issue to Executive a Stock Option to purchase 500,000 shares of the Employer’s common stock, at an exercise price equal to Employer’s common stock fair market value as of the date of issuance, as determined by the independent members of the Board (the “Stock Option”). The Stock Option shall vest (i.e., become exercisable) in three equal installments, as follows: One third of the Stock Options shall vest on April 30, 2007 and the balance in two equal installments on October 23, 2008 and 2009. Executive must be continuously a full-time employee of the Company through the time he exercises part or all of the Stock Option, except, however, in the event this Agreement is terminated by the Executive for a Good Reason, as defined in Article 10.1 and 10.2 below, or by the Employer without Cause, in which cases the Stock Option shall immediately and fully vest upon such termination provided further that the events surrounding any such termination have not been the subject of any claim, proceeding or lawsuit by either the Executive or the Company in which further case the Stock Option shall only vest upon final adjudication, determining that such termination was a valid termination by the Executive for Good Reason or by the Employer without Cause. The Stock Option shall be deem...
Salary and Equity Compensation. (a) In consideration of Executive's services to Employer, Employer shall pay to Executive an annual base salary (the "Base Salary") of One Hundred Fifty Thousand Dollars ($150,000.00), payable in equal installments at the end of each regular payroll accounting period as established by Employer, or in such other installments upon which the parties hereto shall mutually agree, and in accordance with Employer's usual payroll procedures, but no less frequently than monthly.
(b) In addition to the Base Salary, Employer shall pay to Executive an annual bonus, based upon the attainment of certain business goals (the “Performance Bonus”), equal to (i) $100,000 in the event the Kiwi Business has received no less than an average 215,000 Unique Visitors during either the 10th, 11th or 12th month of the first year of the term or $316,000 in gross revenues within the 12 moth period following the Effective Date, or (ii) $50,000 in the event the Kiwi Business has received at least an average 175,000 but less than an average 215,000 Unique Visitors during either the 10th, 11th or 12th month of the first year of the term or at least $237,000 in gross revenues but less than $316,000 within the 12 moth period following the Effective Date, and: (x) $100,000 in the event the Kiwi Business has received no less than an average 550,000 Unique Visitors during either the 22nd, 23rd or 24th month of the second year of the term or $1,961,000 in gross revenues within the 12 moth period following the first anniversary of the Effective Date, or (ii) $50,000 in the event the Kiwi Business has received at least an average 415,000 but less than an average 550,000 Unique Visitors during either the 22nd, 23rd or 24th month of the second year of the term or at least $1,500,000 in gross revenues but less than $1,961,000 within the 12 moth period following the first anniversary of the Effective Date.
(c) In addition to the Base Salary and Executive’s right to earn the Performance Bonus, Employer shall issue to Executive a Stock Option to purchase 7,500,000 shares of the Employer's common stock, at an exercise price equal to Employer's common stock fair market value as of the date of this Agreement (the "Stock Option"). The Stock Option shall vest (i.e., become exercisable) in three installments, as follows: One half of the Stock Options shall vest on the first anniversary date of the Effective Date; an additional quarter of the Stock Option shall vest on each of the 18th month and second annive...
Salary and Equity Compensation. Subject to compliance with the terms, provisions, and conditions of this Agreement and as specified below, Xx. Xxxxxx-Xxxxxx shall receive the following compensation from the date of this Agreement through the Retirement Date:
Salary and Equity Compensation. (i) Effective July 1, 2006, the Company shall pay the Employee as compensation for his services a base salary at a gross annualized rate, excluding incentive bonuses that may be approved by the Board, of $330,000. Such salary shall be payable in accordance with the Company’s standard payroll procedures. (The annual compensation specified in this Subsection (a), together with any increases in such compensation that the Company may grant from time to time, is referred to in this Agreement as “Base Compensation.”)
(ii) The Company shall grant the Employee on July 27, 2006, 40,000 shares of restricted common stock of the Company, vesting as follows: (A) 10,000 shares on January 1, 2007 and (B) 5,000 shares on the first day following July 1, 2007 and each January 1 and July 1 thereafter on which the Company’s trading window opens pursuant to the Company’s Ixxxxxx Xxxxxxx Policy, unless the trading window does not open during a quarter, in which case such portion of the restricted stock will vest on the last business day immediately preceding the 16th day of the last month of that quarter, in accordance with the Company’s 2004 Equity Incentive Plan (the “Plan”). Notwithstanding the foregoing, if Employee’s service is terminated other than for Cause, and a January 1 or July 1 vesting date (including January 1, 2007) has occurred but the Company’s trading window has not opened since such date, then the vesting of the shares associated with such January 1 or July 1 date shall be deemed to occur as of the date of termination of service. The restricted stock described above will be subject to the terms and conditions of the Plan. In addition, in the event of a Change of Control of the Company, the exercise expiration date of all of the Employee’s previously granted stock options shall be amended such that it shall be the sooner of (X) the tenth anniversary of each option grant date or (Y) the later of ninety days after the Employee’s termination date or the end of the last day of the calendar year of the termination; provided that such expiration date shall in all events be subject to the Plan’s general provisions concerning the expiration of options, including without limitation the expiration of all options in the event that an acquiror of the Company does not assume outstanding options.
(iii) The Employee shall be entitled to receive an evaluation of performance on or about each successive annual anniversary of July 1, 2006. All future changes to compensation will...
