Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof): (a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term. (b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith. (c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365. (d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period. (e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term. (f) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 2 contracts
Samples: Employment Agreement (Knoll Inc), Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company as they may exist from time to time and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 675,000 (U.S.) per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the TermTerm commencing in January, 2006. Once increased, the base salary shall not be reduced. The base salary as increased from time to time shall be referred to herein as “Base Salary”.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programsprograms and fringes and perquisites, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive senior executives or officers of the Company and subject to the terms and provisions of such plans or programs. In addition, Executive confirms that he is aware that shall receive an automobile allowance of up to $46,000 every 4 years for a car purchase, the payment of country club dues not to exceed $10,000 (U.S.) annually, and the payment of a housing allowance not to exceed $10,000 (U.S.) per month, or, if more favorable to Executive in the aggregate, as otherwise provided by the Company or one for senior executive officers of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without Company. Notwithstanding the incurrence foregoing, Executive’s housing allowance shall be no less than any other executive officer of any unreimbursed out-of-pocket expenses) to cooperate in connection therewiththe Company.
(c) For each calendar year beginning with 2004 (the “Bonus Year”), the Company shall pay a bonus to Executive shall receive based on pre-established performance goals established by the Board with a service target bonus equal of 100% of Base Salary and a range from 0% to 25250% of Base Salary (each a "Service the “Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365”).
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a six weeks of paid vacation, vacation in accordance with the Company policy as it may exist from time to time (but not necessarily consecutive vacation weeks) during each year of the Term.
(fe) During and after As soon as practicable following the Term Effective Date, the Company agrees that shall grant Executive 100,000 restricted common shares (the “Restricted Stock”) pursuant to the Company’s stock incentive plan and consistent with the terms set forth in this paragraph (e).
(i) 33-1/3% of the Restricted Stock shall vest on December 31, 2005 if the book value of the underlying common shares measured as of December 31, 2004 is at least 10% greater on December 31, 2005 (such number which is exactly 10% more than the book value on December 31, 2004 to be referred to as “Baseline 1”); provided, that, Executive is still employed by the Company on the vesting date (“Tranche l”);
(ii) 33-1/3% of the Restricted Stock shall vest on the December 31, 2006 if the book value of the underlying common shares is at least 10% greater than Baseline 1 on December 31, 2006 (such number which is exactly 10% more than Baseline 1 to be referred to as “Baseline 2”); provided, that, Executive is still employed by the Company on the vesting date (“Tranche 2”). If Tranche 1 does not vest on December 31, 2005, but Baseline 2 is achieved as of December 31, 2006, then Tranche 1 shall vest as of such date; provided, that, Executive is still employed by the Company on the vesting date.
(iii) 33-1/3% of the Restricted Stock shall vest on December 31, 2007 if the book value of the underlying common shares is at least 10% greater than Baseline 2 on December 31, 2007 (such number which is exactly 10% more than Baseline 2 to be referred to as “Baseline 3”); provided, that, Executive is still employed by the Company on the vesting date. If Tranche 1 and/or Tranche 2 are not vested on December 31, 2005 and/or December 31, 2006, as the case may be, but Baseline 3 is achieved as of December 31, 2007, then both such tranches shall vest as of such date; provided, that, Executive is still employed by the Company on the vesting date. Example: Assume the book value of a common share is $100 on December 31, 2004. Therefore, Baseline 1 is $110, Baseline 2 is $121 and Baseline 3 is $133.1. As such, as long as the book value is at least $133.1 by December 31, 2007, 100% of the Restricted Stock shall vest if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason employed as of the fact that he relevant vesting date(s).
(iv) Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause (as defined below) or was Executive’s employment is terminated by the Executive for Good Reason (as defined below) on or following a director Change in Control (as defined below) or officer in the event of Executive’s retirement at the end of the Term, all unvested Restricted Stock granted in accordance with this paragraph (e) and any future equity awards granted to Executive by the Company shall become immediately vested in full upon such termination.
(v) In the event Executive dies or Executive’s employment is terminated by the Company for Disability (as defined below) at any time during the Term, all unvested Restricted Stock granted under this paragraph (e) shall become immediately vested upon such termination. For purposes of this Agreement, a Change in Control shall mean (i) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company or Max Re Ltd.; (ii) any “person” as such term is used in Section 13(d) and Section 14(d) of its subsidiariesthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes, directly or indirectly, the Executive shall be indemnified by “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of securities of the Company to the fullest extent permitted by Section 145 that represent 51% or more of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions combined voting power of the Company's ’s then outstanding voting securities; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board against all cost, expense, liability and loss reasonably incurred or suffered (together with any new directors whose election by the Executive in connection therewith, and such indemnification shall continue as to Board whose nomination by the Executive even if he has ceased to be a director or officer shareholders of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred was approved by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list vote of the costs and expenses and an undertaking by Board then still in office who are either directors at the Executive to repay the amount beginning of such advance if it shall ultimately be determined that, pursuant period or whose election or nomination for election was so previously approved) cease for any reason to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period constitute a majority of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial conditionthen in office.
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company as it may exist from time to time and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 (U.S.) per annum. The Company agrees to shall periodically review such compensation (for possible increasesincrease in its sole discretion. Once increased, the base salary shall not decreases) not less frequently than annually during the Termbe reduced. The base salary as increased from time to time shall be referred to herein as "Base Salary".
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programsprograms and fringes and perquisites, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive senior executives or officers of the Company and subject to the terms and provisions of such plans or programs. In addition Executive confirms that he is aware that shall receive an automobile allowance, the Company or one payment of its affiliates may seek country club dues not to obtain for their benefit "key man" insurance covering exceed $6,000 (U.S.) annually, and the Executive and Executive agrees payment of a housing allowance not to use his reasonable best efforts exceed $8,000 (without the incurrence of any unreimbursed out-of-pocket expensesU.S.) to cooperate in connection therewithper month.
(c) For each calendar year that begins during the Term (the "Bonus Year"), the Company shall pay a bonus to Executive shall receive based on pre-established performance goals established by the Board with a service target bonus equal of 75% of Base Salary and a range from 0% to 25200% of Base Salary (each a the "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term); provided, howeverthat, that upon for the Executive's termination of employment hereunder1999 calendar year, a such Bonus shall be pro-rated Service Bonus shall be paid to for -------- ---- the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 portion of the year of termination, until worked by Executive from and after the date of termination to (b) 365Commencement Date. Such performance criteria shall be weighted 70% on Company performance and 30% on Executive's performance.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a four weeks of paid vacation, vacation in accordance with the Company policy as it may exist from time to time (but not necessarily consecutive vacation weeks) during each year of the Term.
(fe) During Executive shall be reimbursed for up to four (4) business class airline tickets per year for each of Executive and after his immediate family to return to Toronto, Canada.
(i) Upon the Term closing (or as soon as administratively feasible thereafter) of the financing of the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, currently contemplated by the private placement (a the "ProceedingPrivate Placement"), by reason the Company shall issue to Executive warrants to purchase 160,000 shares of the fact Company's class A common stock (the "Common Stock"), consistent with the terms set forth in this paragraph (f). The term of the warrants shall be the same as that he of Xxxxx Holdings II, L.L.C. and Capital Z Investments, L.P. (the "Investors"). The warrant shall vest 20% on the date of grant and an additional 20% on each of the first, second, third and fourth anniversaries of the date of grant; provided, -------- that, Executive is then employed. The exercise price per share shall be equal to ---- the per share price paid by the Original Investors (as defined below) in the Private Placement.
(ii) In the event Executive's employment is terminated by the Company with Cause or was by Executive without Good Reason (both as defined below), all unvested warrants shall immediately terminate and any vested warrants shall remain exercisable for thirty (30) days following such termination; provided, that, Executive shall have at least thirty (30) business -------- ---- days following any underwriter's lock-up period imposed prior to or during such thirty (30) day period to exercise his vested warrants, but in no event beyond the term.
(iii) In the event of Executive's death, or if Executive's employment under this Agreement is terminated by the Company for Disability (as defined below), or without Cause or by Executive for Good Reason or the Company fails to renew Executive's work permit in Bermuda and his employment terminate pursuant to Section 5.7 hereof, all of the warrants that would have vested within twelve (12) months of such termination shall immediately become vested, and all other unvested warrants shall immediately terminate. If a director termination of employment under this subparagraph (iii) occurs prior to an Initial Public Offering (as defined below), vested warrants shall remain exercisable for two (2) years following such termination; provided, that, if an Initial Public Offering should occur following such termination, then such warrants shall remain exercisable for the lessor of six (6) months (one (1) year in the event of death or officer Disability) following such Initial Public Offering or the remaining exercise period, but in no event beyond the term of the warrants. If a termination of employment under this subparagraph (iii) occurs after an Initial Public Offering, all vested warrants shall remain exercisable for six (6) months (one (1) year in the event of death or Disability) following such termination, but in no event beyond the term of the warrant. In the event of any termination of employment under this subparagraph (iii), Executive shall have at least thirty (30) business days following any underwriter's lock-up period imposed prior to or during any warrant exercise period to exercise his vested warrants.
(iv) In the event of a Change in Control (as defined below), all unvested warrants shall become immediately vested. For purposes of this Agreement, prior to an Initial Public Offering, a Change in Control shall mean (i) a sale, assignment, transfer or other disposition of securities in one or more related transactions where the Investors and other shareholders of the Company as of the Closing (together with the Investors, the "Original Investors") cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities; (ii) a merger, consolidation, reorganization or similar corporate event in which the Original Investors cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities or 51% or more of the total combined voting power of the resultant corporation or entity if the Company does not survive such transaction; (iii) the sale, transfer, assignment or other disposition of all or substantially all of the Company's property, assets or business to one or more unrelated parties. Notwithstanding the foregoing, no Change in Control shall be deemed to occur as a result of an Initial Public Offering of the Company or any of its subsidiariesnecessary actions taken, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board Board, in order to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial conditioneffectuate such Initial Public Offering.
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his her obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than Two Hundred Fifteen Thousand Dollars ($400,000 215,000) per annumyear. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall be eligible to participate during the Term in such pension, life insurance, health, disability and major medical insurance plansbenefits, and in such other employee benefit plans and programs, other than severance, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers senior executives of the Company and subject to the terms and provisions of such plans plan or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewithprogram.
(c) Executive shall receive be entitled to a service bonus equal to 25% of Base Salary four-week paid vacation period (but not necessarily consecutive vacation weeks) during each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such stock option, bonus and other bonus executive compensation plans or programs that are of the Company as may be established during the Term from time to time for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable periodsimilarly situated executives.
(e) Executive shall be entitled will participate in an executive compensation plan (the "Plan") pursuant to which the Company will pay Executive a paid vacationquarterly cash bonus in an amount approved by the Compensation Committee of the Company's Board of Directors and determined by the Company's Chief Executive Officer. Executive will have an individual minimum incentive target bonus under the Plan of sixty-five percent (65%) of Executive's base salary, in accordance with Company policy (but not necessarily consecutive vacation weeks) during subject to the Termterms and conditions of the Plan.
(f) During The Company will issue Executive options to purchase One Hundred and after Twenty-Five Thousand (125,000) shares of its Common Stock pursuant to its 1995/1996 Stock Option Plan (the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "ProceedingInitial Options"), by reason . The exercise price of these options shall be the average of the fact that he is or was a director or officer high and low trading price of the Company or any of its subsidiariesCompany's common stock on January 2, 1997. These options are contingent upon the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 approval of the Delaware General Corporation Law or authorized grant by the Company's certificate of incorporation or bylaws or resolutions Compensation Committee and are subject to the following vesting: (i) 20% will vest and become exercisable on the first anniversary of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by date of grant of the Executive in connection therewithoptions, and such indemnification shall continue as to (ii) the Executive even if he has ceased to be a director or officer balance will vest and become exercisable at the rate of 1.66% per month on the Company or subsidiarylast day of each month thereafter. Notwithstanding the foregoing vesting schedule, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.unvested Initial Options originally granted will vest
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for ----------------------------- the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company as it may exist from time to time and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 325,000 (U.S.) per annum. The Company agrees to shall periodically review such compensation (for possible increasesincrease in its sole discretion. Once increased, the base salary shall not decreases) not less frequently than annually during the Termbe reduced. The base salary as increased from time to time shall be referred to herein as "Base Salary".
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programsprograms and fringes and perquisites, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive senior executives or officers of the Company and subject to the terms and provisions of such plans or programs. In addition Executive confirms that he is aware that shall receive an automobile allowance, the Company or payment of one (1) country club initiation fee and payment of its affiliates may seek dues not to obtain for their benefit "key man" insurance covering exceed $3,000 (U.S.) annually, and the Executive and Executive agrees payment of a housing allowance not to use his reasonable best efforts exceed $8,000 (without the incurrence of any unreimbursed out-of-pocket expensesU.S.) to cooperate in connection therewithper month.
(c) For each calendar year that begins during the Term (the "Bonus Year"), the Company shall pay a bonus to Executive shall receive based on pre-established performance goals established by the Board with a service target bonus equal of 75% of Base Salary and a range from 0% to 25200% of Base Salary (each a the "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term); provided, howeverthat, that upon for the Executive's termination of employment hereunder1999 calendar year, a pro-rated Service such Bonus shall be paid at least equal -------- ---- to the Executive based $50,000 (U.S.). Such performance criteria shall be weighted 70% on the ratio of (a) the number of days from the later of (i) the Company performance and 30% on Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365performance.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a four weeks of paid vacation, vacation in accordance with the Company policy as it may exist from time to time (but not necessarily consecutive vacation weeks) during each year of the Term.
(fe) During Executive shall be reimbursed for up to four (4) business class airline tickets per year each of Executive and after his immediate family to return to the Term United States.
(i) Upon the closing (or as soon as administratively feasible thereafter) of the financing of the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, currently contemplated by the private placement (a the "ProceedingPrivate Placement"), by reason the Company shall issue to Executive warrants to purchase 100,000 shares of the fact Company's class A common stock (the "Common Stock"), consistent with the terms set forth in this paragraph (f). The term of the warrants shall be the same as that he of Xxxxx Holdings II, L.L.C. and Capital Z Investments, L.P. (the "Investors"). The warrant shall vest 20% on the date of grant and an additional 20% on each of the first, second, third and fourth anniversaries of the date of grant; provided, -------- that, Executive is then employed. The exercise price per share shall be equal to ---- the per share price paid by the Original Investors (as defined below) in the Private Placement.
(ii) In the event Executive's employment is terminated by the Company with Cause or was by Executive without Good Reason (both as defined below), all unvested warrants shall immediately terminate and any vested warrants shall remain exercisable for thirty (30) days following such termination; provided, -------- that, Executive shall have at least thirty (30) business days following any ---- underwriter's lock-up period imposed prior to or during such thirty (30) day period to exercise his vested warrants, but in no event beyond the term.
(iii) In the event of Executive's death, or if Executive's employment under this Agreement is terminated by the Company for Disability (as defined below), or without Cause or by Executive for Good Reason or the Company fails to renew Executive's work permit in Bermuda and his employment terminates pursuant to Section 5.7 hereof, all of the warrants that would have vested within twelve (12) months of such termination shall immediately become vested, and all other unvested warrants shall immediately terminate. If a director termination of employment under this subparagraph (iii) occurs prior to an Initial Public Offering (as defined below), vested warrants shall remain exercisable for two (2) years following such termination; provided, -------- that, if an Initial Public Offering should occur following such termination, ---- then such warrants shall remain exercisable for the lessor of six (6) months (one (1) year in the event of death or officer Disability) following such Initial Public Offering or the remaining exercise period, but in no event beyond the term of the warrants. If a termination of employment under this subparagraph (iii) occurs after an Initial Public Offering, all vested warrants shall remain exercisable for six (6) months (one (1) year in the event of death or Disability) following such termination, but in no event beyond the term of the warrant. In the event of any termination of employment under this subparagraph (iii), Executive shall have at least thirty (30) business days following any underwriter's lock-up period imposed prior to or during any warrant exercise period to exercise his vested warrants.
(iv) In the event of a Change in Control (as defined below), all unvested warrants shall become immediately vested. For purposes of this Agreement, prior to an Initial Public Offering, a Change in Control shall mean (i) a sale, assignment, transfer or other disposition of securities in one or more related transactions where the Investors and other shareholders of the Company as of the Closing (together with the Investors, the "Original Investors") cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities; (ii) a merger, consolidation, reorganization or similar corporate event in which the Original Investors cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities or 51% or more of the total combined voting power of the resultant corporation or entity if the Company does not survive such transaction; (iii) the sale, transfer, assignment or other disposition of all or substantially all of the Company's property, assets or business to one or more unrelated parties. Notwithstanding the foregoing, no Change in Control shall be deemed to occur as a result of an Initial Public Offering of the Company or any of its subsidiariesnecessary actions taken, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board Board, in order to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial conditioneffectuate such Initial Public Offering.
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 200,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125100% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(ed) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.
(fe) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company as they may exist from time to time and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 750,000 (U.S.) per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the TermTerm commencing in January, 2008. Once increased, the base salary shall not be reduced. The base salary as increased from time to time shall be referred to herein as “Base Salary.”
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programsprograms and fringes and perquisites, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive senior executives or officers of the Company and subject to the terms and provisions of such plans or programs. In addition, Executive confirms that he is aware that shall receive an automobile allowance of $1000 per month, the payment of country club dues not to exceed $1,000 per month, and the payment of a housing allowance not to exceed $15,000 (U.S.) per month (plus a gross-up to the extent and in the manner provided to other Company senior executive officers who are subject to U.S. income tax), or, if more favorable to Executive in the aggregate, as otherwise provided by the Company or one for senior executive officers of its affiliates may seek to obtain for their benefit "key man" insurance covering the Company. Notwithstanding the foregoing, Executive’s housing allowance shall be no less than any other executive officer of the Company, however the housing allowance provided hereunder will not commence until the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate has leased housing in connection therewithBermuda.
(c) For each calendar year beginning with 2006 (the “Bonus Year”), the Company shall pay a bonus to Executive shall receive based on pre-established performance goals established by the Board with a service target bonus equal of 100% of Base Salary and a range from 0% to 25250% of Base Salary (each a "Service the “Bonus") to ”); provided however that Executive’s 2006 Bonus will be paid promptly after completion prorated based on the portion of each calendar year 2006 Executive serves as Chief Executive Officer of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Company. Any such Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the payable no later of (i) the Executive's employment commencement date or (ii) January 1 than March 15 of the year of termination, until following the date of termination year to (b) 365which such Bonus relates.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a six weeks of paid vacation, vacation in accordance with the Company policy as it may exist from time to time (but not necessarily consecutive vacation weeks) during each year of the Term.
(fe) During and after the Term Upon execution of this Agreement, the Company agrees that shall grant Executive (i) restricted common stock (the “Restricted Stock”) in the amount of 100,000 shares minus any amount of Shares received by Executive pursuant to his Consulting Agreement with the Company dated October 30, 2006 and (ii) a stock option to acquire 325,000 shares of the Company’s common stock pursuant to the Company’s stock incentive plan (the “Plan”) and consistent with the terms set forth in this paragraph (e).
(i) 33-1/3% of the Restricted Stock and 33-1/3% of the Stock Options shall vest on January 1, 2007 (“Tranche 1”);
(ii) 33-1/3% of the Restricted Stock and Stock Options shall vest on January 1, 2008 if the book value of the underlying common shares on December 31, 2007 is at least 10% greater than Baseline 1 (such number which is exactly 10% more than Baseline 1 to be referred to as “Baseline 2”); provided, that, Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified still employed by the Company to on the fullest extent permitted by Section 145 vesting date (“Tranche 2”). “Baseline 1” shall mean the book value of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all costunderlying common shares on December 31, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition2006.
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and consideration ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125100% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(ed) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.
(fe) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and consideration ---------------------------- consideration for the performance by Executive of his her obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he she is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his her reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125100% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(ed) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.
(fe) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he she is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he she has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him her in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he she is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("“Base Salary"”) during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 1,000,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "“key man" ” insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior Company’s annual discretionary non-equity management by the Boardincentive plan, with a maximum target annual bonus opportunity for each year during the Term of up to 125at least 100% of Executive's Base SalarySalary at the time of the award, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(ed) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.
(fe) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "“Proceeding"”), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' ’ and officers' ’ liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his her obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("“Base Salary"”) during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Subject to the approval of the Company’s Board of Directors and the terms of the Xxxxx, Inc. Stock Option Grant Policy, Executive will receive 100,000 restricted shares and stock options to purchase 100,000 shares of Xxxxx, Inc. common stock under the Company’s Stock Incentive Plans. Consistent with the Company’s Stock Option Grant Policy, these grants will be submitted to the Knoll Stock Option Committee at a meeting scheduled after the commencement of Executive’s employment by the Company and the grants would become effective the third trading day after the next public announcement of quarterly financial results after such meeting. The Company expects that the grant date will be April 21, 2008. Consistent with the Company’s Stock Option Grant Policy, the stock options would have an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on the grant date. The stock options and restricted shares will vest equally over 5 years and be evidenced by the Company’s standard stock option and restricted share agreements to be signed by the Executive and the Company.
(c) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate annually during the Term in such other the Knoll annual incentive program. Executive shall receive a guaranteed bonus plans or programs that are established during the Term for senior management by the Board2008 of $400,000. After 2008, with a maximum target payout under Knoll annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated incentive program is discretionary based on the basis of achievement of Company meeting goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish All bonuses under the goals applicable to Executive annual incentive program, including the 2008 guaranteed bonus, are payable in consultation with the Executive month of February following the year in advance which they are earned and are contingent upon Executive’s employment by Knoll at the time of any fiscal year or other applicable periodpayment.
(e) Executive shall be entitled to a paid vacation, twenty (20) vacation days for the remainder of 2008 and each calendar year thereafter until the termination of this Agreement. Vacation days must be used by the Executive in accordance with Company policy policy. Executive will be entitled to additional vacation days once she accrues more than twenty (but not necessarily consecutive 20) days under the Knoll vacation weeks) during the Termaccrual schedule.
(f) During and after the Term Term, the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "“Proceeding"”), by reason of the fact that he she is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's ’s certificate of incorporation or bylaws or resolutions of the Company's ’s Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he she has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him her in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he she is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' ’ and officers' ’ liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's ’s business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for ----------------------------- the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company as it may exist from time to time and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 550,000 (U.S.) per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the TermTerm commencing in January 2000. Once increased, the base salary shall not be reduced. The base salary as increased from time to time shall be referred to herein as "Base Salary". In addition to the foregoing, the Company shall make a one-time payment of $ 46,000 (U.S.) to Executive as soon as administratively feasible following the Effective Date.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programsprograms and fringes and perquisites, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive senior executives or officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that Notwithstanding the foregoing, prior to the Company or one being financed by the contemplated private placement (the "Private Placement"), Executive shall be entitled to such health, disability and life insurance benefits comparable to those he received from his prior employer. In addition Executive shall receive such automobile allowance as he was provided by his prior employer, the payment of its affiliates may seek country club dues not to obtain exceed $10,000 (U.S.) annually, and the payment of a housing allowance not to exceed $10,000 (U.S.) per month, or, if more favorable to Executive in the aggregate, as otherwise provided by the Company for their benefit "key man" insurance covering senior executive officers of the Executive and Executive agrees to use his reasonable best efforts (without Company. Notwithstanding the incurrence foregoing, Executive's housing allowance shall be no less than any other executive officer of any unreimbursed out-of-pocket expenses) to cooperate in connection therewiththe Company.
(c) For each calendar year that begins during the Term (the "Bonus Year"), the Company shall pay a bonus to Executive shall receive based on pre-established performance goals established by the Board with a service target bonus equal of 100% of Base Salary and a range from 0% to 25250% of Base Salary (each a the "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term); provided, howeverthat, that upon for the Executive's termination of employment hereunder1999 calendar year, a such Bonus shall be pro-rated Service Bonus shall be paid to for -------- ---- the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 portion of the year of terminationworked by Executive from and after the Commencement Date. Notwithstanding the foregoing, until the date of termination to minimum Bonus for the 1999 calendar year shall be $350,000 (b) 365U.S.).
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a four weeks of paid vacation, vacation in accordance with the Company policy as it may exist from time to time (but not necessarily consecutive vacation weeks) during each year of the Term.
(fe) During and after Executive shall be paid a deferred hiring bonus payment of $750,000 (U.S.) (the Term "Deferred Compensation") within ninety (90) days of the Company agrees that if Executive is made a party, earlier of (i) Executive's termination of employment for any reason or compelled (ii) the fifth anniversary of the Closing (as defined below). The Deferred Compensation payment shall be credited with interest at an annual cumulative rate equal to testify or otherwise participate in, any action, suit or proceeding, 5.96% from the Effective Date.
(a i) Upon the closing of the Private Placement (the "ProceedingClosing"), by reason the Company shall issue to Executive warrants to purchase shares of the fact Company's class A common stock (the "Common Stock"), consistent with the terms set forth in this paragraph (f). The amount of such warrants shall represent 2% of the outstanding Common Stock, exclusive of all warrants, of the Company upon completion of the Private Placement, such percentage to be calculated in the same manner as for Xxxxx Holdings II, L.L.C. and Capital Z Investments, L.P. (the "Investors") in such Private Placement; provided, that, -------- ---- if the total promotional warrant pool available to the Investors and the management is less than 19% of the outstanding Common Stock, exclusive of warrants, Executive's warrants shall be reduced on a pro rata basis in the same proportion as the Investors. The term of the warrants shall be the same as that he of the Investors. The warrant shall vest 20% on the date of grant and an additional 20% on each of the first, second, third and fourth anniversaries of the date of grant; provided, that, Executive is then employed. The exercise -------- ---- price per share shall be equal to the per share price paid by the Original Investors (as defined below) in the Private Placement.
(ii) In the event Executive's employment is terminated by the Company with Cause or was by Executive without Good Reason (both as defined below), all unvested warrants shall immediately terminate and any vested warrants shall remain exercisable for sixty (60) days following such termination; provided, -------- that, Executive shall have at least thirty (30) business days following any ---- underwriter's lock-up period imposed prior to or during such sixty (60) day period to exercise his vested warrants, but in no event beyond the term.
(iii) In the event of Executive's death, or if Executive's employment under this Agreement is terminated by the Company for Disability (as defined below), or without Cause or by Executive for Good Reason, all of the warrants that would have vested within twelve (12) months of such termination shall immediately become vested, and all other unvested warrants shall immediately terminate. If a director termination of employment under this subparagraph (iii) occurs prior to an Initial Public Offering (as defined below), vested warrants shall remain exercisable for two (2) years following such termination; provided, that, if an Initial Public Offering should occur following such termination, then such warrants shall remain exercisable for the lessor of six (6) months (one (1) year in the event of death or officer Disability) following such Initial Public Offering or the remaining exercise period, but in no event beyond the term of the warrants. If a termination of employment under this subparagraph (iii) occurs after an Initial Public Offering, all vested warrants shall remain exercisable for six (6) months (one (1) year in the event of death or Disability) following such termination, but in no event beyond the term of the warrant. In the event of any termination of employment under this subparagraph (iii), Executive shall have at least thirty (30) business days following any underwriter's lock-up period imposed prior to or during any warrant exercise period to exercise his vested warrants.
(iv) In the event of a Change in Control (as defined below), all unvested warrants shall become immediately vested. For purposes of this Agreement, prior to an Initial Public Offering, a Change in Control shall mean (i) a sale, assignment, transfer or other disposition of securities in one or more related transactions where the Investors and other shareholders of the Company as of the Closing (together with the Investors, the "Original Investors") cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities; (ii) a merger, consolidation, reorganization or similar corporate event in which the Original Investors cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities or 51% or more of the total combined voting power of the resultant corporation or entity if the Company does not survive such transaction; (iii) the sale, transfer, assignment or other disposition of all or substantially all of the Company's property, assets or business to one or more unrelated parties. Notwithstanding the foregoing, no Change in Control shall be deemed to occur as a result of an Initial Public Offering of the Company or any of its subsidiariesnecessary actions taken, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board Board, in order to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial conditioneffectuate such Initial Public Offering.
Appears in 1 contract
Salary, Bonuses and Benefits. As compensation and ---------------------------- consideration for the performance by Executive of his obligations under this Agreement, Executive shall be entitled to the following (subject, in each case, to the provisions of Article V hereof):
(a) The Company shall pay Executive a base salary ("Base Salary") during the Term, payable in accordance with the normal payment procedures of the Company and subject to such withholdings and other normal employee deductions as may be required by law, at the rate of not less than $400,000 200,000 per annum. The Company agrees to review such compensation (for possible increases, not decreases) not less frequently than annually during the Term.
(b) Executive shall participate during the Term in such pension, life insurance, health, disability and major medical insurance plans, and in such other employee benefit plans and programs, for the benefit of the employees of the Company, as may be maintained from time to time during the Term, in each case to the extent and in the manner available to other executive officers of the Company and subject to the terms and provisions of such plans or programs. Executive confirms that he is aware that the Company or one of its affiliates may seek to obtain for their benefit "key man" insurance covering the Executive and Executive agrees to use his reasonable best efforts (without the incurrence of any unreimbursed out-of-pocket expenses) to cooperate in connection therewith.
(c) Executive shall receive a service bonus equal to 25% of Base Salary (each a "Service Bonus") to be paid promptly after completion of each calendar year of employment during the Term; provided, however, that upon the Executive's termination of employment hereunder, a pro-rated Service Bonus shall be paid to the Executive based on the ratio of (a) the number of days from the later of (i) the Executive's employment commencement date or (ii) January 1 of the year of termination, until the date of termination to (b) 365.
(d) Executive shall participate during the Term in such other bonus plans or programs that are established during the Term for senior management by the Board, with a maximum target annual bonus opportunity for each year during the Term of up to 125% of Executive's Base Salary, which shall be calculated on the basis of achievement of goals set by the Board, which goals may include, without limitation, specific individual goals and/or corporate performance parameters such as revenue, profit, balance sheet and cash management objectives. The Board shall establish the goals applicable to Executive in consultation with the Executive in advance of any fiscal year or other applicable period.
(e) Executive shall be entitled to a paid vacation, in accordance with Company policy (but not necessarily consecutive vacation weeks) during the Term.
(f) During and after the Term the Company agrees that if Executive is made a party, or compelled to testify or otherwise participate in, any action, suit or proceeding, (a "Proceeding"), by reason of the fact that he is or was a director or officer of the Company or any of its subsidiaries, the Executive shall be indemnified by the Company to the fullest extent permitted by Section 145 of the Delaware General Corporation Law or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Company's Board against all cost, expense, liability and loss reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director or officer of the Company or subsidiary, for the period of any applicable statute of limitations or, if longer, for the period in which any such Proceeding which commenced within the period of any such statute of limitations is pending. The Company shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that, pursuant to applicable law, he is not entitled to be indemnified against such costs and expenses. During the Term (and thereafter for the period of any applicable statute of limitations), the Company agrees to purchase from a reputable insurance company, and maintain, a directors' and officers' liability insurance policy covering the Executive, in amounts reasonably determined by the Board to be appropriate for directors and officers of the Company given the Company's business, securities, operations and financial condition.
Appears in 1 contract
Samples: Employment Agreement (Knoll Inc)