Compensation Arrangement Sample Contracts

Dennis Zeleny Senior Vice President and Chief Human Resources Officer Sunoco, Inc. Philadelphia PA 19103-7583 Fax 215 977 3131 dzeleny@sunocoinc.com
Compensation Arrangement • June 23rd, 2011 • SunCoke Energy, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This letter agreement (“Letter Agreement”) serves to set forth the terms of the compensation arrangement between Sunoco, Inc. and you in connection with Sunoco’s separation of SunCoke Energy, either by means of a spin-off transaction, including an initial public offering, (following which SunCoke would be an independent publicly-traded company) (“Spin-Off”) or by means of a sale transaction (following which SunCoke would be owned by an entity other than Sunoco) (“Sale”). For purposes of this Letter Agreement, the term Transaction refers to the Spin-Off or Sale, as applicable. This letter agreement is subject to final approval by the Compensation Committee of Sunoco, Inc.

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Compensation Arrangements with Remer Y. Brinson, III
Compensation Arrangement • March 20th, 2013 • Georgia-Carolina Bancshares, Inc • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2013) salary is $309,750 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $106,200 for his performance in 2012. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option, restricted stock and other awards under the Company’s incentive plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provisi

Compensation Arrangement between Flextronics International Ltd. and Nicholas Brathwaite
Compensation Arrangement • August 8th, 2006 • Flextronics International Ltd. • Printed circuit boards

Nicholas Brathwaite, our Chief Technology Officer and a newly-identified named executive officer, receives an annual base salary of $650,000 and is eligible to receive a bonus of up to a maximum of 200% of base salary. The actual bonus paid, if any, to Mr. Brathwaite is based 50% on achievement of quarterly and annual EPS targets and 50% on the performance of the Company’s Components business unit.

Compensation Arrangements with Remer Y. Brinson, III
Compensation Arrangement • March 20th, 2012 • Georgia-Carolina Bancshares, Inc • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2012) salary is $295,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $59,149 for his performance in 2011. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provision of an automobile and an autom

EXHIBIT 10.13 Compensation Arrangement with David Yun Scholastic Inc. ("Scholastic"), a wholly-owned subsidiary of Scholastic Corporation, has an arrangement with David D. Yun, President of its Scholastic Book Fairs Division, covering the three fiscal...
Compensation Arrangement • August 23rd, 1999 • Scholastic Corp • Books: publishing or publishing & printing

Scholastic Inc. ("Scholastic"), a wholly-owned subsidiary of Scholastic Corporation, has an arrangement with David D. Yun, President of its Scholastic Book Fairs Division, covering the three fiscal years ending May 31, 2001, pursuant to which, in addition to Mr. Yun's annual base salary, currently at the rate of $400,000 per year, he will be entitled to (i) a bonus potential equal to 40% of his annual compensation in accordance with Scholastic's regular bonus program and (ii) additional bonus amounts of up to $300,000 in fiscals 1999 and 2000 and up to $600,000 in fiscal 2001 based on the achievement of specified profit goals for the Scholastic Book Fairs Division during each of such fiscal years, the aggregate amount of which will be payable at the end of the such three year period, provided that Mr. Yun continues to be employed by Scholastic and a specified cumulative annual growth rate in profit of the Scholastic Book Fairs Division is achieved. In addition, at the termination of hi

Arrangement between Ford Motor Company and Mark Fields, dated February 7, 2007
Compensation Arrangement • February 28th, 2007 • Ford Motor Co • Motor vehicles & passenger car bodies

On February 7, 2007, the Compensation Committee of the Company’s Board of Directors approved a request by Mark Fields, Executive Vice President and President, The Americas, regarding a change in his compensation arrangement related to his use of Company aircraft. Mr. Fields will no longer use Company aircraft for personal travel. The Company will pay the costs, including first class commercial airfare, for personal travel to and from his home in Florida. The Company will continue to provide tax relief as a result of the imputed income associated with this arrangement.

November 30, 2011 Joseph C. Levesque [Address removed] Re: Compensation Arrangement Dear Joe:
Compensation Arrangement • December 2nd, 2011 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals

This letter will memorialize our agreement on your compensation during the period you serve as the Company’s interim president and CEO.

COMPENSATION ARRANGEMENT FOR WILLIAM W. DUNCAN, JR.
Compensation Arrangement • February 14th, 2007 • Shore Bancshares Inc • National commercial banks

The Talbot Bank of Easton, Maryland (the “Bank”) and William W. Duncan, Jr., the Bank’s President and Chief Executive Officer, are not party to a written employment agreement. Mr. Duncan’s employment arrangement provides for an annual salary of $245,000, subject to annual adjustment. Mr. Duncan is also entitled to participate in the bonus program, profit sharing and 401(k) plan, and group term life insurance program of Shore Bancshares, Inc. (the “Company”), to the extent the provisions and rules of those plans and programs permit such participation. In addition, provided that Mr. Duncan remains employed by the Bank, the Company agreed to make five annual awards of restricted stock to Mr. Duncan under the Company’s 2006 Stock and Incentive Compensation Plan. The number of shares that will be subject to each restricted stock award has not yet been determined but will be based on a fixed dollar amount intended to correspond, in part, to the value of certain retirement and other benefits

COMPENSATION ARRANGEMENT FOR WILLIAM W. DUNCAN, JR.
Compensation Arrangement • August 1st, 2006 • Shore Bancshares Inc • National commercial banks

Talbot Bank of Easton, Maryland (the “Bank”) and William W. Duncan, Jr., the Bank’s President and Chief Executive Officer, are not party to a written employment agreement. Mr. Duncan’s employment arrangement provides for an annual salary of $245,000, subject to annual adjustment. Mr. Duncan is also entitled to participate in the bonus program, profit sharing and 401(k) plan, and group term life insurance program of Shore Bancshares, Inc., to the extent the provisions and rules of those plans and programs permit such participation.

COMPENSATION ARRANGEMENT FOR LLOYD L. BEATTY, JR.
Compensation Arrangement • August 1st, 2006 • Shore Bancshares Inc • National commercial banks

Shore Bancshares, Inc. (the “Company”) and Lloyd L. Beatty, Jr., the Company’s Chief Operating Officer, are not party to a written employment agreement. Mr. Beatty’s employment arrangement provides for an annual salary of $215,000, subject to annual adjustment. Mr. Beatty is also entitled to participate in the Company’s bonus program, profit sharing and 401(k) plan, and group term life insurance program, to the extent the provisions and rules of those plans and programs permit such participation.

COMPENSATION ARRANGEMENT FOR F. WINFIELD TRICE, JR.
Compensation Arrangement • August 13th, 2007 • Shore Bancshares Inc • National commercial banks

The Centreville National Bank of Maryland and Mr. Trice are not parties to a written employment agreement. Mr. Trice’s employment arrangement provides for an annual salary of $200,000, subject to annual adjustment, bonus eligibility under the Shore Bancshares, Inc. 2007 Management Incentive Plan (the “MIP”), and participation in the Shore Bancshares, Inc. 401(k) and profit sharing plan, equity compensation plan, and group term life insurance program, to the extent the provisions and regulations of such plans permit such participation. Mr. Trice’s incentive bonus target under the MIP is 30% of annual salary, weighted 30%/70% between the net income target and the individual performance target, respectively. The components of this award are subject to upward and downward adjustment based on performance, as described in the MIP, except that Mr. Trice is guaranteed a minimum award of $30,000 (15% of salary) for 2007.

Compensation Arrangements with Remer Y. Brinson, III
Compensation Arrangement • March 28th, 2008 • Georgia Carolina Bancshares Inc • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of First Bank of Georgia. Mr. Brinson’s current (2008) annual salary is $240,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $54,000 for his performance in 2007. See Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 for a description of the Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues,

Compensation Arrangement between Flextronics International Ltd. and Werner Widmann
Compensation Arrangement • August 8th, 2006 • Flextronics International Ltd. • Printed circuit boards

Werner Widmann, President of our Multek business unit and a newly-identified named executive officer, receives an annual base salary of €312,500 and is eligible to receive a bonus of up to a maximum of 100% of base salary. The actual bonus paid, if any, to Mr. Widmann is based on Multek’s performance.

August 27, 2012 Joseph C. Levesque Stillwater, MN 55082 Re: Compensation Arrangement Dear Joe:
Compensation Arrangement • August 28th, 2012 • Aetrium Inc • Instruments for meas & testing of electricity & elec signals • Minnesota

This letter agreement amends our letter agreement with you dated November 30, 2011 (“Compensation Arrangement”) deferring payment of certain of your compensation earned from November 28, 2011. In consideration of the mutual covenants contained herein and your willingness to continue your employment through 2012, the Compensation Arrangement is hereby modified to include the following additional provisions:

Carl B. Webb Compensation Arrangement
Compensation Arrangement • November 4th, 2005 • Triad Financial Corp • Asset-backed securities

On October 24, 2005, the Compensation Committee of Triad Financial Corporation (the “Company”) agreed to compensate Mr. Carl B. Webb for his work as interim President and Chief Executive Officer of the Company. Mr. Webb assumed this role in August 2005 and will be paid a monthly salary of approximately $41,666. Mr. Webb will be employed on an “at will” basis and there is no written employment agreement.

Magnum Hunter Resources, Inc. 600 East Las Colinas Blvd., Suite 1200 Irving, Texas 75039 February 20, 1998 Oklahoma Oil Company Mr. Chip Langston 300 Crescent Court, Suite 1170 Dallas, Texas 75201 Gentlemen: Reference is made to the letter agreement...
Compensation Arrangement • February 23rd, 1998 • Magnum Hunter Resources Inc • Crude petroleum & natural gas

Reference is made to the letter agreement dated October 13, 1997 (the "Agreement") setting forth the terms of the compensation arrangement between you and Magnum Hunter Resources, Inc. with respect to a possible acquisition of TEL Offshore Trust. Magnum Hunter Resources, Inc. and you hereby agree, effectively immediately, to amend the Agreement to delete paragraph 3 thereof in its entirety.

Compensation Arrangements with Remer Y. Brinson, III
Compensation Arrangement • March 7th, 2014 • Georgia-Carolina Bancshares, Inc • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2014) salary is $320,000 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $185,857 for his performance in 2013. See Exhibit 10.8 for a description of Mr. Brinson’s Annual Incentive Plan. Mr. Brinson is eligible for stock option, restricted stock and other awards under the Company’s incentive plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provisi

Oaktree Capital Management, L.P. Los Angeles, CA 90071 p 213 830-6300
Compensation Arrangement • August 1st, 2011 • Oaktree Capital Group, LLC • Investment advice

This letter agreement (this “Agreement”) memorializes the compensation payable to you, beginning January 1, 2010, in connection with your employment by Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”). This Agreement is based on your providing, and continuing to provide, ongoing services satisfactory to Oaktree on a full-time basis. In exchange, Oaktree will provide you with the compensation as set forth below, subject to the terms and conditions of this Agreement.

March 18, 2024 Re: Compensation Arrangement Dear [Helmy / AmirAli]:
Compensation Arrangement • March 22nd, 2024 • Guardant Health, Inc. • Services-medical laboratories

This letter serves to memorialize your agreement with Guardant Health, Inc. (the “Company”) regarding certain compensation-related matters and amends and restates the prior letter by and between you and the Company, dated May 26, 2020 (the “Prior Letter”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Company’s Executive Severance Plan, as amended (the “Severance Plan”), as in effect on the date hereof. This letter shall be effective as of January 1, 2024 (the “Effective Date”).

Compensation Arrangement between Flextronics International Ltd. and Michael McNamara, Thomas J. Smach, Nicholas Brathwaite, Peter Tan and Werner Widmann
Compensation Arrangement • August 24th, 2006 • Flextronics International Ltd. • Printed circuit boards

On August 18, 2006, the Compensation Committee of the Board of Directors of Flextronics International Ltd. established performance-based bonuses for our Named Executive Officers, among other employees. Werner Widmann and Peter Tan are eligible to participate in a one-year bonus program and Michael McNamara, Thomas Smach, Nicholas Brathwaite, Werner Widmann and Peter Tan are eligible to participate in a three-year bonus program.

AMENDED COMPENSATION ARRANGEMENT FOR WILLIAM W. DUNCAN, JR.
Compensation Arrangement • February 14th, 2007 • Shore Bancshares Inc • National commercial banks • Maryland

The Talbot Bank of Easton, Maryland (the “Bank”) and William W. Duncan, Jr., the Bank’s President and Chief Executive Officer, are not party to a written employment agreement. Mr. Duncan’s employment arrangement provides for an annual salary of $245,000, subject to annual adjustment. Mr. Duncan is also entitled to participate in the bonus program, profit sharing and 401(k) plan, and group term life insurance program of Shore Bancshares, Inc. (the “Company”), to the extent the provisions and rules of those plans and programs permit such participation. In addition, provided that Mr. Duncan remains employed by the Bank, the Company agreed to make five annual awards of restricted stock to Mr. Duncan under the Company’s 2006 Stock and Incentive Compensation Plan (the “Equity Plan”). The number of shares of restricted stock underlying each award will be determined by dividing $36,076 by the Fair Market Value (as defined in the Equity Plan) of a share of Company common stock on the date of th

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Compensation Arrangements with Remer Y. Brinson, III
Compensation Arrangement • March 29th, 2011 • Georgia-Carolina Bancshares, Inc • State commercial banks

Neither Georgia-Carolina Bancshares, Inc. (“Company”), nor First Bank of Georgia (“Bank”), has a written employment agreement with Remer Y. Brinson, III, President and Chief Executive Officer of Georgia-Carolina Bancshares, Inc. and First Bank of Georgia. Mr. Brinson’s current (2011) salary is $282,669 and Mr. Brinson is eligible for an annual incentive award under the Bank’s Annual Incentive Plan, pursuant to which he received $29,646 for his performance in 2010. See Exhibit 10.8 for a description of the Annual Incentive Plan. Mr. Brinson is eligible for stock option grants under the Company’s option plans as determined from time to time by the Board of Directors of the Company. In addition, Mr. Brinson participates in the Bank’s medical, dental, life and disability insurance plans and he may participate in the Company’s 401(k) plan. Mr. Brinson also receives the following perquisites: payment of private and civic club membership dues, provision of an automobile and an automobile allo

Compensation Arrangement between Summit Materials Holdings L.P. and John Murphy, Interim Chief Financial Officer
Compensation Arrangement • November 6th, 2013 • Summit Materials, LLC • General bldg contractors - nonresidential bldgs

Effective July 1, 2013 and through October 14, 2013, John R. Murphy served as Interim Chief Financial Officer while the Company conducted a search for a Chief Financial Officer. Compensation to Mr. Murphy for his service as Interim Chief Financial Officer, and for his consulting services for a one month transition period ending November 14, 2013, equals $446,500 per annum (or $37,208 per month). Mr. Murphy will continue to serve as a director and chairman of the audit committee of the board of directors of the general partner of Summit Materials Holdings L.P.

Compensation Arrangement between Flextronics International Ltd. and Michael McNamara and Thomas J. Smach
Compensation Arrangement • December 23rd, 2005 • Flextronics International LTD • Printed circuit boards

On December 22, 2005, the Company’s Compensation Committee approved the annual base salaries of two of the Company’s executive officers after a review of performance and competitive market data. Michael McNamara, who has been appointed to serve as the Company’s Chief Executive Officer effective January 1, 2006, will receive a base salary of $1,000,000 beginning January 1, 2006. Thomas J. Smach, the Company’s Chief Financial Officer, will receive a base salary of $650,000 beginning January 1, 2006.

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