Common use of Salary, Bonus and Benefits Clause in Contracts

Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary (the “Annual Base Salary”) of $275,000 per annum, subject to any increases as determined by the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable Annual Base Salary based upon the achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005.

Appears in 2 contracts

Samples: Senior Management Agreement (Syniverse Technologies Inc), Senior Management Agreement (Syniverse Holdings Inc)

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Salary, Bonus and Benefits. During Commencing on the Employment Periodearlier of the -------------------------- effective date (the "IPO Date") of the Company's initial public offering -------- pursuant to an underwritten registration statement on Form S-1 declared effective by the Securities and Exchange Commission (the "IPO"), Employer if any, or (ii) --- that date on which the Board passes a resolution (based on the prior receipt of the approval of a majority of the Company's shareholders) to commence compensating the Executive in accordance with the terms of this Section 1(b) ------------ notwithstanding that the IPO Date has not theretofore occurred, the Company will pay Executive a base salary of $180,000 per annum, payable on a bi-weekly basis or in accordance with the Company's normal payroll practices (the "Annual Base Salary”) of $275,000 per annum"), subject to any increases ------------------ annual increase during the Employment Period as determined by the Board based upon the Company’s 's achievements of budgetary and other objectives to be set by the Board and communicated to the Executive within ninety (90) days of the date hereof but no later than thirty (30) days after the IPO Date and as revised thereafter on or about the commencement of each fiscal year of the Company and in connection with the budget process for each fiscal year of the Company. Executive shall receive a monthly automobile (or car lease) allowance of seven hundred and fifty dollars ($750.00). In addition, Executive shall be eligible to receive an annual bonus (commencing with the Company's fiscal year ending December 31, 1999) of up to fifty percent (50%) of the Annual Base Salary based upon the Company's achievement of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable 's Annual Base Salary and bonus for any partial year will be prorated based upon the achievement by the Company, Employer and their Subsidiaries number of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, days elapsed in such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreementyear. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the Company's senior management executives, including four (4) weeks vacation time per annum, contributory and non- contributory Company welfare and benefit plans, medical, death benefit, disability and life insurance plans and reimbursement of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005business expenses.

Appears in 1 contract

Samples: Senior Management Agreement (E2enet Inc)

Salary, Bonus and Benefits. During Commencing on the Employment Periodearlier of (i) the -------------------------- effective date (the "IPO Date") of the Company's initial public offering -------- pursuant to an underwritten registration statement on Form S-1 declared effective by the Securities and Exchange Commission (the "IPO"), Employer if any, or (ii) --- that date on which the Board passes a resolution (based on the prior receipt of the approval of a majority of the Company's shareholders) to commence compensating the Executive in accordance with the terms of this Section 1(b) notwithstanding that the IPO ------------ Date has not theretofore occurred, the Company will pay Executive a base salary of $215,000 per annum, payable on a bi-weekly basis or in accordance with the Company's normal payroll practices (the "Annual Base Salary”) of $275,000 per annum"), subject to any increases -------------------- annual increase during the Employment Period as determined by the Board based upon the Company’s 's achievements of budgetary and other objectives to be set by the Board and communicated to the Executive within ninety (90) days of the date hereof but no later than thirty (30) days after the IPO Date and as revised thereafter on or about the commencement of each fiscal year of the Company and in connection with the budget process for each fiscal year of the Company. Executive shall also receive a monthly automobile (or car lease) allowance of seven hundred and fifty dollars ($750.00). In addition, Executive shall be eligible to receive an annual bonus (commencing with the Company's fiscal year ending December 31, 1999) of up to fifty percent (50%) of the Annual Base Salary based upon the Company's achievement of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable 's Annual Base Salary and bonus for any partial year will be prorated based upon the achievement by the Company, Employer and their Subsidiaries number of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, days elapsed in such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreementyear. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the Company's senior management executives, including four (4) weeks vacation time per annum, contributory and non- contributory Company welfare and benefit plans, medical, death benefit, disability and life insurance plans and reimbursement of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005business expenses.

Appears in 1 contract

Samples: Senior Management Agreement (E2enet Inc)

Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary (the “Annual Base Salary”) of $225,000 per annum and increased to $275,000 per annumannum as of April 1, 2004, subject to any further increases as determined by the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable Annual Base Salary based upon the achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. Further, Employer will pay Executive a signing bonus in an aggregate amount equal to $50,000 after December 31, 2003 but on or prior to January 8, 2004. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005.

Appears in 1 contract

Samples: Senior Management Agreement (Syniverse Holdings LLC)

Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $215,000 per annum, which amount shall be reviewed for an increase at least annually by the Board but any increase shall be at the sole discretion of the Board (as adjusted, the “Annual Base Salary”) of $275,000 per annum, subject to any increases as determined by ). During the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal yearEmployment Period, Executive shall be eligible for an annual bonus of (“Annual Bonus”) in an amount up to 50% thirty-five percent (35%) of the Executive’s then applicable Annual Base Salary annual base salary based upon the achievement by the Company, Employer and their Subsidiaries of budgetary financial and other objectives set by the Board; provided Board in consultation with the President and Chief Executive Officer in conjunction with the annual budgetary process contemplated by Section 3A(e) of the Purchase Agreement (with any such Annual Bonus for 2007 to be pro rated based on the portion of the 2007 calendar year that remains after the date hereof). An Annual Bonus, if any, will be paid to Executive by Employer on April 30th of the fiscal year following the fiscal year to which such Annual Bonus relates. Executive must be employed by the Company or Employer as of April 30 in any given calendar year in order to be eligible to earn an Annual Bonus with respect to the first year for which such calendar year. Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will be entitled to such participate in all medical, dental, hospitalization, accidental death, disability, life insurance plans and any other benefits approved plan offered by the Board and made available Company or the Employer to the senior management its executive-level personnel. Executive shall be entitled to four (4) weeks of paid vacation during each calendar year. Any unused vacation may be carried over to subsequent years; provided, however.Executive shall not be entitled to accrue more than four (4) weeks of vacation at any given time. Any vacation must be taken at a time mutually convenient to the Company, Employer and their SubsidiariesExecutive. If at any time during During the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company Employer shall reimburse Executive for reasonable attorneys’ fees all expenses incurred in furtherance of one counselthe Company’s and Employer’s business, which counsel shall be acceptable expenses are consistent with Employer’s policies in effect from time to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability time with respect toto travel, settleentertainment and other business expenses, compromise or discharge any such claim, suit, judgment or matter without subject to Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees requirements with respect to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company reporting and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as documentation of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005expenses.

Appears in 1 contract

Samples: Senior Management Agreement (Pathology Solutions, LLC)

Salary, Bonus and Benefits. During Commencing on the Employment Periodearlier of the -------------------------- effective date (the "IPO Date") of the Company's initial public offering -------- pursuant to an underwritten registration statement on Form S-1 declared effective by the Securities and Exchange Commission (the "IPO"), Employer if any, or (ii) --- that date on which the Board passes a resolution (based on the prior receipt of the approval of a majority of the Company's shareholders) to commence compensating the Executive in accordance with the terms of this Section 1(b) notwithstanding that the IPO ------------ Date has not theretofore occurred, the Company will pay Executive a base salary of $215,000 per annum, payable on a bi-weekly basis or in accordance with the Company's normal payroll practices (the "Annual Base Salary”) of $275,000 per annum"), subject ------------------ to any increases annual increase during the Employment Period as determined by the Board based upon the Company’s 's achievements of budgetary and other objectives to be set by the Board and communicated to the Executive within ninety (90) days of the date hereof but no later than thirty (30) days after the IPO Date and as revised thereafter on or about the commencement of each fiscal year of the Company and in connection with the budget process for each fiscal year of the Company. Executive shall also receive a monthly automobile (or car lease) allowance of seven hundred and fifty dollars ($750.00). In addition, Executive shall be eligible to receive an annual bonus (commencing with the Company's fiscal year ending December 31, 1999) of up to fifty percent (50%) of the Annual Base Salary based upon the Company's achievement of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable 's Annual Base Salary and bonus for any partial year will be prorated based upon the achievement by the Company, Employer and their Subsidiaries number of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, days elapsed in such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreementyear. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the Company's senior management executives, including four (4) weeks vacation time per annum, contributory and non-contributory Company welfare and benefit plans, medical, death benefit, disability and life insurance plans and reimbursement of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005business expenses.

Appears in 1 contract

Samples: Senior Management Agreement (E2enet Inc)

Salary, Bonus and Benefits. During the Employment Period, Employer will continue to pay Executive a base salary at a rate of $476,100 per annum (as may be adjusted from time to time, the “Base Salary”). The Base Salary shall be reviewed annually by the Board of Directors of Parent (the “Annual Base SalaryBoard”) of $275,000 per annum, subject to any increases as determined by the Board based upon the Company’s achievements of budgetary or its Compensation and other objectives set by the BoardLeadership Development Committee. For any fiscal year 2023, the First Amended and Restated Agreement shall control with respect to Executive’s annual bonus for such year. For each fiscal year during the Employment Period starting with fiscal year 2024, Executive shall be eligible for an annual bonus of up with a target amount equal to 5070% of the Executive’s then applicable Annual Base Salary earned in the respective fiscal year (such amount, the “Annual Bonus”), as determined by the Board based upon the performance of Executive and the achievement by the CompanyXxxxxx, Employer and their the other Subsidiaries of budgetary Parent of financial, operating and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus. Each Annual Bonus, such bonus if any, shall be paid on as soon as administratively feasible after the Board (or a pro rata basis based upon that portion committee thereof) certifies whether the applicable performance targets for the applicable fiscal year have been achieved but in no event later than March 15 following the end of the fiscal year that remained after to which such Annual Bonus relates. Notwithstanding anything in this Section 1(b) to the date contrary, no Annual Bonus, if any, or any portion thereof, shall be payable for any fiscal year unless Executive remains continuously employed by Employer from the Effective Date through the last day of this Agreementsuch fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to the all senior management of Parent and Employer, subject to meeting the Companyeligibility criteria for participation in each benefit plan of the Employer. Employer shall not, Employer and their Subsidiaries. If at any time during the Employment Periodhowever, by reason of this Section 1(b), be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any action such plan or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Releasepolicy, dated so long as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable such changes are similarly applicable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005other senior executives.

Appears in 1 contract

Samples: Employment Agreement (Maravai Lifesciences Holdings, Inc.)

Salary, Bonus and Benefits. During Commencing on the Employment Periodearlier of the -------------------------- effective date (the "IPO Date") of the Company's initial public offering -------- pursuant to an underwritten registration statement on Form S-1 declared effective by the Securities and Exchange Commission (the "IPO"), Employer if any, or (ii) --- that date on which the Board passes a resolution (based on the prior receipt of the approval of a majority of the Company's shareholders) to commence compensating the Executive in accordance with the terms of this Section 1(b) ------------ notwithstanding that the IPO Date has not theretofore occurred, the Company will pay Executive a base salary of $180,000 per annum, payable on a bi-weekly basis or in accordance with the Company's normal payroll practices (the "Annual Base Salary”) of $275,000 per annum"), ------------------ subject to any increases annual increase during the Employment Period as determined by the Board based upon the Company’s 's achievements of budgetary and other objectives to be set by the Board and communicated to the Executive within ninety (90) days of the date hereof but no later than thirty (30) days after the IPO Date and as revised thereafter on or about the commencement of each fiscal year of the Company and in connection with the budget process for each fiscal year of the Company. Executive shall receive a monthly automobile (or car lease) allowance of seven hundred and fifty dollars ($750.00). In addition, Executive shall be eligible to receive an annual bonus (commencing with the Company's fiscal year ending December 31, 1999) of up to fifty percent (50%) of the Annual Base Salary based upon the Company's achievement of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable 's Annual Base Salary and bonus for any partial year will be prorated based upon the achievement by the Company, Employer and their Subsidiaries number of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, days elapsed in such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreementyear. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the Company's senior management executives, including four (4) weeks vacation time per annum, contributory and non- contributory Company welfare and benefit plans, medical, death benefit, disability and life insurance plans and reimbursement of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005business expenses.

Appears in 1 contract

Samples: Senior Management Agreement (E2enet Inc)

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Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary (the "Annual Base Salary") of $275,000 150,000 per annum, subject to any increases increase as determined by the Board CEO or the COO based upon the Company’s achievements of budgetary and other objectives set by the BoardCEO or the COO. For any fiscal year, Executive shall be eligible for an annual bonus (to be paid quarterly) of up to 50% thirty percent (30%) of the Executive’s then 's then-applicable Annual Base Salary based upon the achievement by the Company, Employer and their Subsidiaries its subsidiaries of budgetary and other objectives set by the BoardCEO or the COO; provided that with respect to the first in any partial year for in which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this AgreementExecutive worked for Employer. In additionAdditionally, during the Employment Period, Executive will Employer shall be entitled to the benefits set forth on the Summary of Executive Benefits attached to this Agreement as Exhibit A and such other benefits approved by the Board Employer's board of directors and made available to the senior management of the Company, Employer and their Subsidiariesor its subsidiaries. If at any time during During the Employment Period, any action or proceeding Executive shall also be entitled to mutually agreed commission payments tied to the performance of Employer's Point-of-Sale division. Attached as Exhibit B hereto is commenced against Executive's commission plan for the calendar year beginning January 1, 2002. During such year, Executive for any breach shall be entitled to receive, and Employer shall pay to Executive, commissions in accordance with the terms of that certain Severance Agreement such plan. Executive and Full General Release, dated as Employer hereby agree to revise Exhibit B hereto annually to set forth the commission plan which shall govern Employer's payment of June 6commissions to Executive in subsequent calendar years during the Employment Period (i.e., 2003, by and between VeriSign2004, Inc. (“VeriSign”) and Executive (the “Severance Agreement”etc...), the Company shall reimburse Executive for reasonable attorneys’ fees of one counsel, which counsel shall be acceptable to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005.

Appears in 1 contract

Samples: Management Agreement (TNS Inc)

Salary, Bonus and Benefits. During Effective upon a Change in Control Termination, the Employment Period, Employer will pay Executive shall be entitled to the following: (A) a lump sum payment in an amount equal to one times the Executive’s base salary plus the Executive’s target bonus, such salary to be the highest annual salary (excluding any bonuses) in effect with respect to the “Annual Base Salary”Executive during the six-month period immediately preceding the Executive’s termination and such target bonus to be the highest target bonus in effect with respect to the Executive for (1) of $275,000 per annumthe fiscal year in which the Change in Control occurs, (2) the fiscal year following the year in which the Change in Control occurs, or (3) the fiscal year in which the Change in Control Termination occurs, whichever is highest, payable within forty- five (45) days after the termination date; and (B) continued participation in the Benefit Plans, subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any increases as determined by of the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% Benefit Plans does not permit such continuation of the Executive’s then applicable Annual Base Salary based upon participation following the achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives set by the Board; provided that with respect to the first year for which Executive Executive’s termination or any such plan is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. If at any time during the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”)terminated, the Company shall reimburse pay the Executive an amount which is sufficient for reasonable attorneys’ fees of one counselthe Executive to purchase equivalent benefits, which counsel shall such amount to be acceptable paid quarterly in advance; provided, further, however, that to the Companyextent the Executive becomes eligible to receive medical, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreementdental, vision and/or basic life insurance benefits under a plan provided by another employer, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, Executive’s entitlement to participate in the defense corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and jointly control the handling Executive shall promptly notify the Company of the Executive’s eligibility under such plan. (iv) No Duplication. Payments and benefits under this Section 3(c) shall be in lieu and without duplication of any claimamounts or benefits under Section 2, suitand the Executive shall be entitled to any such payments and benefits for no more than one year even if both such sections apply. If, judgment or matter for which reimbursement is sought pursuant in the event of a Change in Control Termination under Section 1(c)(iii), the Executive becomes entitled to payments under this Section 6(b). 3(c) after the Executive has begun to receive payments under Section 2, the Executive shall not admit any liability with respect to, settle, compromise or discharge any such claim, suit, judgment or matter without Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees entitled to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005.a make-up 5

Appears in 1 contract

Samples: Executive Agreement (PTC Inc.)

Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $275,000 per annum, which amount shall be reviewed at least annually by the Board but any increase shall be at the sole discretion of the Board (as adjusted, the “Annual Base Salary”) of $275,000 per annum, subject to any increases as determined by ). During the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal yearEmployment Period, Executive shall be eligible for an annual bonus of (“Annual Bonus”) in an amount up to 50% of the Executive’s then applicable Annual Base Salary $175,000 based upon the achievement by the Company, Employer and their Subsidiaries of budgetary financial and other objectives set by the BoardBoard in consultation with the President and Chief Executive Officer in conjunction with the annual budgetary process contemplated by Section 3A(e) of the Purchase Agreement (with any such Annual Bonus for 2006 to be pro rated based on the portion of the 2006 calendar year that remains after the date hereof). An Annual Bonus, if any, will be paid to Executive by Employer on April 30th of the fiscal year following the fiscal year to which such Annual Bonus relates. Executive must be employed by the Company or Employer as of April 30 in any given calendar year in order to be eligible to earn an Annual Bonus with respect to such calendar year. Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death, disability, life insurance plans and any other plan offered by the Company or the Employer to its executive-level personnel. Executive shall be entitled to four (4) weeks of paid vacation during each calendar year. Any unused vacation may be carried over to subsequent years and if not used prior to Separation, shall be paid out in cash; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In addition, during the Employment Period, Executive will not be entitled to such other benefits approved by the Board and made available accrue more than four (4) weeks of vacation at any given time. Any vacation must be taken at a time mutually convenient to the senior management of the Company, Employer and their SubsidiariesExecutive. If at any time during During the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company Employer shall reimburse Executive for reasonable attorneys’ fees all expenses incurred in furtherance of one counselthe Company’s and Employer’s business, which counsel shall be acceptable expenses are consistent with Employer’s policies in effect from time to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability time with respect toto travel, settleentertainment and other business expenses, compromise or discharge any such claim, suit, judgment or matter without subject to Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees requirements with respect to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company reporting and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as documentation of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005expenses.

Appears in 1 contract

Samples: Senior Management Agreement (Pathology Solutions, LLC)

Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $280,000 per annum, which amount shall be reviewed at least annually by the Board but any increase shall be at the sole discretion of the Board (as adjusted, the “Annual Base Salary”) of $275,000 per annum). During the Employment Period, subject to any increases as determined by the Board based upon the Company’s achievements of budgetary and other objectives set by the Board. For any fiscal yearbeginning with calendar year 2008, Executive shall be eligible for an annual bonus of (“Annual Bonus”) in an amount up to 50% of the Executive’s then applicable Annual Base Salary or $140,000 for 2008 (but in no event less than $50,000) based upon the achievement by the Company, Employer and their respective Subsidiaries of budgetary financial and other objectives set by the Board; provided that Board in consultation with the President and Chief Executive Officer in conjunction with the annual budgetary process contemplated by Section 3A(e) of the Purchase Agreement. For the 2008 calendar year the Executive will receive a minimum guaranteed bonus of $50,000. The Annual Bonus will be paid to Executive by Employer on/or before April 30th of the fiscal year following the fiscal year to which such Annual Bonus relates. Executive must be employed by the Company or Employer as of the bonus payment date in any given calendar year in order to be eligible to earn an Annual Bonus with respect to such calendar year. Employer shall pay Executive a “starting bonus” in an amount equal to $10,000 (less any applicable taxes) on or prior to the date Employer pays Executive his first installment of the Annual Base Salary. Beginning on the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion day of the year that remained after the date first full month following Executive’s completion of this Agreement. In addition, during the Employment Periodthirty (30) days of full-time continuous employment with Employer, Executive will shall be entitled to such participate in all medical, dental, hospitalization, accidental death, disability, life insurance plans and any other benefits approved plan offered by the Board and made available Company or the Employer to the senior management its executive-level personnel. Executive shall be entitled to four (4) weeks of paid vacation during each calendar year. Any unused vacation may be carried over to subsequent years; provided, however, Executive shall not be entitled to accrue more than four (4) weeks of vacation at any given time. Any vacation must be taken at a time mutually convenient to the Company, Employer and their SubsidiariesExecutive. If at any time during During the Employment Period, any action or proceeding is commenced against Executive for any breach of that certain Severance Agreement and Full General Release, dated as of June 6, 2003, by and between VeriSign, Inc. (“VeriSign”) and Executive (the “Severance Agreement”), the Company Employer shall reimburse Executive for reasonable attorneys’ fees all expenses incurred in furtherance of one counselthe Company’s and Employer’s business, which counsel shall be acceptable expenses are consistent with Employer’s policies in effect from time to the Company, in an aggregate amount not to exceed $250,000 and if Executive is required to forfeit to such former employer all or any portion of his severance payment received from such former employer pursuant to Section A.1. of the Severance Agreement, the Company shall reimburse Executive for such amount; provided that Employer shall have the right, at its option, to participate in the defense and jointly control the handling of any claim, suit, judgment or matter for which reimbursement is sought pursuant to this Section 6(b). Executive shall not admit any liability time with respect toto travel, settleentertainment and other business expenses, compromise or discharge any such claim, suit, judgment or matter without subject to Employer’s prior written consent, which consent shall not be unreasonably withheld. In addition, Executive agrees requirements with respect to cooperate in the defense of any claim, suit, judgment or matter which is brought against the Company or Employer in connection with the Severance Agreement, including, without limitation, by providing to the Company reporting and Employer records and information that are reasonably relevant to such claim, suit, judgment or matter and making himself available to provide additional information and explanation of any materials provided hereunder. If Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including June 8, 2005 and the Company has not become obligated as documentation of such date to reimburse Executive for reasonable attorneys’ fees pursuant to this Section 6(b) in excess of an aggregate of $100,000, Employer will pay Executive an additional bonus in an aggregate amount equal to $50,000 on or prior to July 8, 2005expenses.

Appears in 1 contract

Samples: Senior Management Agreement (Pathology Solutions, LLC)

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