Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $250,000 (the “Base Salary”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s written consent. (b) During the Employment Term, the Employee shall be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board. (c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500. (d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board (“Employee Benefits”). (e) As of the Effective Date, the Board shall grant the Employee options (the “Options”) to acquire 25,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIP, or any such successor stock option plan, at the time such grants are made under the LTIP to senior executives of the Company generally, as determined by and within the sole discretion of the Board. (f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policy.
Appears in 1 contract
Compensation Benefits and Expenses. During the employment under this Agreement, for so long as Employee continues performing services for the Company under this Agreement on a full time and exclusive basis, as compensation for all of the services to be hereafter rendered hereunder and Employee’s other covenants herein, QSGI shall cause Employee to be paid through QTIC or QSG, or both, as the Company may from time to time elect, as follows:
(a) During Until February 13, 2008 annualized on a calendar year basis (Base Salary pro-rated on a monthly basis) subject to the Employment Term, the Company shall pay the Employee a base annual salary of $250,000 usual payroll deductions provided by law (the “Base Salary”). Payment will be made , Base Salary at a rate of Three Hundred Thousand Dollars ($300,000.00) commencing on the regularly scheduled pay dates first day of the Initial Period and during any Employment Period during which Employee is employed pursuant to this Agreement. Provided Employee remains employed pursuant to this Agreement, Commencing February 14, 2008 and during any Employment Period for so long Employee is employed pursuant to this Agreement, Employee’s Base Salary shall be three hundred fifty thousand dollars ($350,000.00). The Company, subject by its board of directors, may from time to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees of the Company. The Board may time, at its sole discretion, increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the or award a bonus to Employee’s written consent.
(b) During Commencing on June 1, 2006 through February 13, 2008, provided Employee is employed by the Employment TermCompany pursuant to this Agreement, the Employee shall be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) of the net income after payment of all related income taxes of QSG, all as determined in accordance with GAAP (using a combined tax rate for state and fifty federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be determined on a monthly basis, and shall be payable all in Cash, US Currency, to be paid concurrently with Employee’s next regular Base Salary payment. For any Employment Period for which Employee is employed by Company pursuant to this Agreement which commences on or after February 14, 2008 and continuing for so long as Employees employment continues pursuant to this Agreement, Employee shall receive twenty percent (5020%) of Base Salary if certain performance criteria the net income after payment of all related income taxes of QTIC and measures are satisfiedQSG, all as determined by in accordance with GAAP (using a combined tax rate for state and federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be determined on a monthly basis, and shall be payable seventy-five percent (75%) in cash, US Currency, in full , and twenty-five percent (25%) calculated monthly, but “payable” within the sole discretion ten days of the Boardlast day of each calendar quarter through issuance of unregistered shares of QSGI common stock (the price of said stock shall be calculated each month during each applicable period of time by taking the average closing price of said stock on the last five trading days of each applicable month). QSGI agrees that for so long as Employee has not breached the Agreement, any unregistered shares granted to Employee hereunder will be registered by QSGI on at least a semi-annual basis.
(c) The Company shall promptly reimburse allow the Employee upon receipt to use Company-provided vehicles, if any, as related to the businesses of appropriate documentation in accordance with the Company. If a Company-provided vehicle (owned or leased) is not provided to Employee, then the Company policies for all reasonable and customary relocation expenses that he may incur in relocating shall render an automobile allowance to Palm Beach Gardens, Florida in an amount not Employee equal to exceed One Thousand Dollars ($7,5001,000) per month.
(d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs vacation in accordance with the terms thereof, as may be specified by the Board (“Employee Benefits”)established Company policy.
(e) As of the Effective Date, the Board shall grant the Employee options (the “Options”) to acquire 25,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIPto participate in pension, insurance or any such successor stock option plan, at the time such grants are made under the LTIP other supplemental plans or arrangements offered to senior executives all employees of the Company generally, as determined by and within the sole discretion of the BoardCompany.
(f) During the Employment Term, the Company shall QTIC will reimburse the Employee for such reasonable travel, entertainment or other out-of-pocket expenses as he may incur from time incurred or to time for and be incurred by Employee in rendering the services hereunder on behalf of the furtherance Company upon presentation of vouchers or other documents reasonably necessary to verify the Company’s businessexpenditures and sufficient, provided that in form and substance, to satisfy Internal Revenue Services requirements for travel, entertainment or other expenses and proof of compliance with policies and procedures as established by the Employee submits Company relating to the same.
(g) Employee will be provided with a company credit card for use for direct Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policyexpenditures only.
Appears in 1 contract
Sources: Employment Agreement (Qsgi Inc.)
Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $250,000 (the “Base Salary”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees of the Company. 2.1 The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s written consent.
(b) During the Employment Term, the Employee shall be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board.
(c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500.
(d) During the Employment Term, in addition to the compensation remuneration payable to the Employee as described above, for Services during the Employee Term shall be entitled payable by the Corporation as follows:
a) An annual salary of no less than $240,000.00 before tax withholding: to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs be payable biweekly; in accordance with the terms thereof, as may be specified by the Board (“Employee Benefits”)Employer's standard payroll practice for its executives.
b) A $10,000.00 signing bonus.
c) The Corporation agrees to issue to the Employee 150,000 Stock Purchase Warrants (e"Warrants") As exercisable to purchase shares in the Common Stock of the Corporation at US$1.00. The Warrants will be exercisable for a period of three (3) and can be vested quarterly on a pro rata basis over twelve (12) months from the date of issue.
d) Employee will be enrolled in the long term Executive Option Plan ("EOP") no later than three (3) months after the Effective Date.
2.2 From and after the Effective Date, Employer shall pay, or reimburse Employee, for all ordinary, reasonable and necessary expenses which Employee incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees and expenses associated with membership in various professional, business and civic associations and societies of which Employee's participation is in the Board shall grant best interest of Employer.
2.3 During the Term and while Employee options (is employed by Employer, and in addition to any group term life insurance otherwise generally provided to executive employees of Employer, Employer will purchase and maintain at its expense term life insurance on the “Options”) to acquire 25,000 shares life of common stock Employee in the face amount of the Company, with a per share exercise price equal $2,500,000 payable to the closing price of such stock on the Effective Datebeneficiary or beneficiaries designated by Employee.
2.4 While employed by Employer, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under allowed to participate, on the LTIPsame basis generally as other employees of Employer, in all general employee benefit plans and programs, including improvements or any such successor stock option planmodifications of the same, at which on the time such grants effective date or thereafter are made under the LTIP available by Employer to senior executives all or substantially all of the Company generallyEmployer's executive employees. Such benefits, as determined by plans, and within the sole discretion of the Boardprograms may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified retirement plans.
(f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policy.
Appears in 1 contract
Compensation Benefits and Expenses. (a) During As compensation for the Employment Termservices to be rendered by Executive pursuant to this Agreement, the Company shall hereby agrees to pay the Employee Executive a base annual salary of $250,000 (the “Base Annual Salary”)) at a rate equal to Five Hundred Fifty Thousand Dollars ($550,000.00) during the Employment Term. Payment will Executive’s Base Annual Salary shall be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or reviewed by the Company’s established policies applicable to employees of Board (or the Company. The Compensation Committee thereof) at least annually and may be increased by an amount approved by the Board may increase (or the Base Salary Compensation Committee thereof) in its sole discretion, but shall and Executive agrees that the Company has not made any promises or guaranty of any increase in Base Annual Salary during the Employment Term. The Company may not reduce the Executive’s Base Annual Salary below the rate established by during the Employment Agreement Term without the EmployeeExecutive’s prior written consent. The Base Annual Salary shall be paid in substantially equal bimonthly installments, in accordance with the normal payroll practices of the Company. Executive will not receive any compensation for Executive’s service as a member of the Company’s Board or any of its committees.
(b) During the Employment Term, the Employee Executive shall be entitled eligible to participate receive, at the time and in the form provided for in the Company’s annual incentive compensation plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty incentive compensation opportunity targeted at one hundred percent (20%) and fifty percent (50100%) of Executive’s Base Annual Salary if certain (“Target Bonus”) based upon annual performance criteria goals and measures are satisfiedthe achievement of those goals, as established and determined at least annually (and consistently with the Company’s most recent proxy statement disclosure of the standards for providing cash-based incentive compensation) by and within the sole Board or the Compensation Committee of the Board. Such performance goals may include Company-wide performance objectives, divisional or departmental performance objectives, and/or individual performance objectives, as the Board or the Compensation Committee may determine in its discretion. The Company may not reduce Executive’s targeted annual incentive compensation opportunity percentage during the Employment Term without Executive’s prior written consent. The amount of annual incentive compensation payments, if any, that may be paid to Executive will be: (i) determined in the reasonable discretion of the BoardBoard or the Compensation Committee; (ii) paid prior to March 15 of the year following the year for which such bonus is earned, in accordance with the Company’s normal payroll practices and be subject to the usual, required tax withholding; and (iii) subject to Executive’s continued employment with the Company through December 31 of the year for which the bonus is payable. Executive’s bonus for calendar year 2018 will equal Executive’s actual payout under the Company’s 2018 incentive compensation plan based on actual performance for the entire year (but shall not be less than 75% of Executive’s Target Bonus) and prorated for the amount of time Executive was employed by the Company during 2018.
(c) The Company will pay Executive a signing bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00), less applicable tax withholdings, (“Signing Bonus”). The Signing Bonus will be paid to Executive within thirty (30) days of the Effective Date. If prior to the first anniversary date of the Effective Date, Executive shall promptly reimburse voluntarily terminate Executive’s employment with the Employee upon receipt Company without Good Reason or the Company terminates Executive’s employment with the Company for Cause, Executive shall repay the pro-rata portion (determined based on the quotient of appropriate documentation in accordance with the number of days elapsed since the Effective Date and 365) Signing Bonus to the Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500within thirty (30) days of the effective date of Executive’s termination of employment.
(d) During Concurrently with the Employment Term, in addition to execution and delivery of this Agreement by the compensation payable to the Employee as described aboveParties, the Employee shall Parties have entered into the Inducement Stock Option Award Agreement. Executive will be entitled eligible to participate in all the employee benefit receive additional awards of stock options, restricted stock or other equity pursuant to any plans or programs of arrangements the Company that are available may have in effect from time to senior executives time. The Board or the Compensation Committee will determine in its discretion whether Executive will be granted any such equity awards and the terms of the Company generally and any such other benefit plans or programs award in accordance with the terms thereof, as of any applicable plan or arrangement that may be specified in effect from time to time and consistent with other grants made by the Board (“Employee Benefits”)Company.
(e) As Executive shall be entitled to all ordinary and customary benefits afforded generally to executive employees of the Effective DateCompany (except to the extent employee contribution may be required under the Company’s benefit plans as they may now or hereafter exist), which shall in no event be less than the Board benefits generally afforded to the other executive employees of the Company as of the date hereof or from time to time, but in any event shall grant include any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, life insurance coverages, any medical, dental, health and welfare plans or insurance coverages, and any stock purchase programs that are adopted or maintained by the Employee options (the “Options”) to acquire 25,000 shares of common stock Company generally for executive employees of the Company, with a per share exercise price equal . The Company reserves the right to terminate or change the closing price of such stock on the Effective Date, pursuant benefit plans it offers to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIP, or Company executive employees at any such successor stock option plan, at the time such grants are made under the LTIP to senior executives of the Company generally, as determined by and within the sole discretion of the Boardtime.
(f) During the Employment Term, the The Company shall pay or reimburse the Employee Executive for such all reasonable out-of-pocket business expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s business, provided incurred by Executive while employed under this Agreement that the Employee submits to the Company satisfactory documentation or other support for such expenses are submitted in accordance with the Company’s expense reimbursement policypolicies and procedures. Executive’s business expenses shall be subject to review and approval by the Chairman of the Board in accordance with the Company’s expense reimbursement policies and procedures.
(g) Each month, during the Employment Term, the Company will pay to Executive the Travel and Housing Accommodation Monthly Allowance. Should Executive elect to relocate to the Irvine, California area, the Travel and Housing Accommodation Monthly Allowance will cease and Company will pay actual moving costs from Atlanta, Georgia to the Irvine, California area plus actual sales brokerage fees incurred for the sale of Executive’s residence in Atlanta, Georgia, such moving and relocation assistance not to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate. It is expressly understood that at no point during the Employment Term Executive shall be required to relocate from Atlanta, GA area.
(h) Executive shall be covered by the Company’s directors and officers insurance policies and directors and officers indemnification agreements on the same basis as the Company’s other senior executive officers, as such insurance policies and coverage limits and conditions and such indemnification agreements may exist from time to time.
(i) The Company will pay directly to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ for reasonable and documented legal fees, not to exceed Fifty Thousand Dollars ($50,000.00) incurred by Executive in the negotiation and review of this Agreement, after the Company’s receipt of appropriate documentation with respect to fees.
(j) During the period commencing on the Effective Date and ending on the day before the sixtieth day following the Effective Date, Executive shall have the right to acquire in a direct private placement from the Company up to One Million Dollars ($1,000,000.00) in shares of the Company’s common stock, $0.001 per value per share. The price of the shares shall be the closing price of the Company’s common stock on The Nasdaq Capital Market on the date Executive elects to exercise Executive’s right to purchase the shares, with the purchase of the shares and delivery of the payment for the shares to be made on the date Executive notifies the Company of Executive’s exercise of the right to acquire the shares. The exercise of such right, and the Company’s obligations to issues the shares shall be subject to compliance with applicable federal and state securities laws, rules and regulations, including the availability of applicable exemptions from registration or qualification, and Executive being employed by the Company at the time of the issuance of the shares, and conditioned on various requirements, including Executive’s entering into a customary Company stockholder agreement.
Appears in 1 contract
Sources: Employment Agreement (AutoWeb, Inc.)
Compensation Benefits and Expenses. (a) During As compensation for the Employment Termservices to be rendered by Employee pursuant to this Agreement, the Company hereby agrees to pay Employee a base annual salary (“Salary”) at a rate equal to (i) Three Hundred Ninety Thousand Dollars ($390,000.00) for the first year of the term of this Agreement; and (ii) Four Hundred Twenty Thousand Dollars ($420,000.00) during the remainder of the term of this Agreement. Employee’s Salary shall be reviewed by the Board (or the Compensation Committee thereof) at least annually and may be increased by an amount approved by the Board (or the Compensation Committee thereof). The Company may not reduce Employee’s Salary other than as part of a broad-based reduction in salaries implemented before a Change in Control, and Employee agrees that the Company has not made any promises or guaranty of any increase in Salary during the term. The Salary shall be paid in substantially equal bimonthly installments, in accordance with the normal payroll practices of the Company. While employed by the Company, the Employee will not receive any compensation for Employee’s service as a member of the Company’s Board or any of its committees. Upon execution and delivery of this Agreement by Employee, the Company shall pay Executive the amount of Thirty-Thousand Dollars ($30,000.00) in consideration for Employee a base annual salary of $250,000 entering into this Agreement (the “Base SalarySigning Bonus”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s written consent.
(b) During the Employment Term, the Employee shall be entitled to participate in all ordinary and customary benefits afforded generally to executive employees of the Company (except to the extent employee contribution may be required under the Company’s annual incentive planbenefit plans as they may now or hereafter exist), under which shall in no event be less than the benefits generally afforded to the other executive employees of the Company as of the date hereof or from time to time, but in any event shall include any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, life insurance coverages, any medical, dental, health and welfare plans or insurance coverages, and any stock purchase programs that are adopted or maintained by the Company generally for executives employees of the Company.
(c) For each calendar year beginning with 2009 and ending before this Agreement expires, Employee shall be eligible to receive an annual target incentive bonus equal to an amount between twenty opportunity targeted at eighty percent (20%) and fifty percent (5080%) of Base Employee’s Salary if certain based upon annual performance criteria goals and measures are satisfiedthe achievement of those goals, as established and determined at least annually (and consistently with the Company’s most recent proxy statement disclosure of the standards for providing cash-based incentive compensation) by and within the sole discretion Board or the Compensation Committee of the Board.
(c) The Company shall promptly reimburse . Such performance goals may include Company-wide performance objectives, divisional or departmental performance objectives, and/or individual performance objectives, as the Employee upon receipt of appropriate documentation Board or the Compensation Committee may determine in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500its discretion.
(d) During The Company shall pay or reimburse Employee for all reasonable and authorized business expenses incurred by Employee while employed under this Agreement; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and promote the Employment Termbusiness of the Company and are normally and customarily incurred by employees in comparable positions at other comparable businesses in the same or similar market. As a condition to reimbursement under this Section 4(d), in addition Employee shall furnish to the compensation payable Company adequate records and other documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. Employee must submit proper documentation for each such expense within 30 days after the date that Employee incurs such expense, and the Company will reimburse Employee for all eligible expenses within 30 days thereafter, and in no event later than the last day of the calendar year following the calendar year in which the expense is incurred. Employee acknowledges and agrees that failure to furnish the Employee as described above, required documentation may result in the Company denying all or part of the expense for which reimbursement is sought.
(e) Employee shall be entitled to participate relocation expenses incurred in all connection with Employee’s employment under this Agreement. Such expenses include (i) a broker’s sales commission and closing costs (other than points) for either (1) Employee’s purchase of a new residence in California (or a broker commission for leasing such a residence) or (2) the employee benefit plans or programs sale of Employee’s residence in New Jersey; (ii) shipping two automobiles from New Jersey to California; and (iii) other reasonable and customary miscellaneous moving expenses, which other miscellaneous expenses shall not exceed $30,000.00. The Company shall reimburse Employee for temporary housing for up to approximately thirteen months following the Effective Date until May 31, 2010 (“Temporary Housing Term”), such temporary housing not to exceed (i) $4,100 per month until July 31, 2009 and (ii) $5,600 per month thereafter until such temporary housing allowance ceases. In the event Employee leases a residence in California, the Company shall pay the amount of any reasonable and customary deposits required to be paid by the lessor upon entering into the lease. If at the end of the Temporary Housing Term Employee continues to remain in the leased residence, Employee shall reimburse the Company that are available to senior executives for the amount of the Company generally and such other benefit plans or programs deposits. The reimbursements to Employee provided pursuant to this Section 4(e) of this Agreement shall be made in accordance with the terms thereofprocesses, timing, and conditions set forth in Section 4(d) of this Agreement. Employee shall receive an additional payment to cover all federal, state or local income taxes Employee incurs as may be specified a result of any of the foregoing relocation costs paid or reimbursed by the Board (“Employee Benefits”)Company.
(ef) As of the Effective Date, the Board Employee shall grant the Employee be granted options (the “Options”) to acquire 25,000 purchase 1,000,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such ’s common stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to having the terms and conditions set forth in the form of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the B.
(g) Employee shall be eligible for subsequent annual option grants under covered by the LTIP, or any such successor stock option plan, at Company’s directors and officers insurance policies on the time such grants are made under same basis as the LTIP to Company’s other senior executives of the Company generallyexecutive officers, as determined by such insurance policies and within the sole discretion of the Board.
(f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he coverage limits and conditions may incur exist from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policytime.
Appears in 1 contract
Sources: Employment Agreement (Autobytel Inc)
Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $250,000 150,000 (the “Base Salary”"BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s 's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s 's written consent.
(b) During the Employment Term, the Employee shall be entitled to participate in the Company’s 's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board.
(c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500Florida.
(d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board (“Employee Benefits”"EMPLOYEE BENEFITS").
(e) As of the Effective Date, the Board shall grant the Employee options (the “Options”"OPTIONS") to acquire 25,000 8,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term 's 1998 Incentive Stock Option Plan (the “LTIP”"OPTION PLAN"). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIPOption Plan, or any such successor stock option plan, at the time such grants are made under the LTIP Option Plan to senior executives management employees of the Company generally, with a targeted grant of between 3,000 to 5,000 shares per year, as determined by and within the sole discretion of the Board.
(f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s 's business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s 's expense reimbursement policy.
Appears in 1 contract
Compensation Benefits and Expenses. (a) During the term of the Employee’s employment pursuant to this Employment TermAgreement, the Company Employee shall pay the Employee be paid a base annual salary of $250,000 144,000 (the “Base SalaryPay”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to all the employees of the Company. The Board of Directors may increase the Employee’s Base Salary in its Pay at the Company’s sole discretion, but shall not reduce the Base Salary Pay below the rate established by the this Employment Agreement (including any increases in the rate of Base Pay approved by the Board of Directors after the Effective Time), without the Employee’s written consent.
(b) During In addition to any other compensation payable to the Employee pursuant to this Employment TermAgreement, during the term of the Employee’s employment pursuant to this Employment Agreement, the Employee shall may be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive paid an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of board of directors of the BoardCompany.
(c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500.
(d) During the Employment Term, in In addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that as are available to senior executives management employees of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board of Directors, including any stock options that may be granted by the board of directors of the Company (“Employee Benefits”), during the term of the Employment Agreement.
(ed) As of the Effective Date, the Board shall grant the Employee options (the “Options”) to acquire 25,000 shares of common stock of the Company, with On a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIP, or any such successor stock option plan, at the time such grants are made under the LTIP to senior executives of the Company generally, as determined by and within the sole discretion of the Board.
(f) During the Employment Termtimely basis, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he the Employee may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses business in accordance with the Company’s expense reimbursement policy.
(e) Employee to be allowed full use of office facilities, equipment, overhead, phones, computers, administrative assistance, etc. for various needs aside from company work.
Appears in 1 contract
Compensation Benefits and Expenses. (a) During the For services rendered under this Employment TermAgreement, the Company shall will pay the Employee a base annual salary of $250,000 150,000 (such applicable annual rate referred to herein as the “Base Salary”). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees of the Company. The Board Company may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s written consent.
(b) During the Employment Term, the Employee shall be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the BoardCompany.
(c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500.
(d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives employees of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board (“Employee Benefits”).
(ed) As At the first meeting of the Board’s Compensation Committee following the Effective Date, the Board Compensation Committee shall grant the Employee options (the “Options”) to acquire 25,000 10,000 shares of common stock of the Company, with a per share exercise price equal pursuant to the closing price terms of such stock on the Effective Date, pursuant to the Company’s 2003 Long Long-Term Incentive Plan (the “LTIPOption Plan”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option Option grants under the LTIPOption Plan, or any such successor stock option plan, at the time such grants are made under the LTIP Option Plan to senior executives management employees of the Company generally, with a targeted grant of Options to acquire between 5,000 and 10,000 shares of common stock of the Company per year, as determined by and within the sole discretion of the BoardCompensation Committee.
(fe) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policy.
Appears in 1 contract
Compensation Benefits and Expenses. (a) During the Employment Term, the Company shall pay the Employee a base annual salary of $250,000 215,000 (the “Base Salary”"BASE SALARY"). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s 's established policies applicable to employees of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established by the Employment Agreement without the Employee’s 's written consent.
(b) During the Employment Term, the Employee shall be entitled to participate in the Company’s 's annual incentive plan, under which the Employee shall be eligible to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of the Board.
(c) The During the Employment Term, the Company shall promptly reimburse provide the Employee upon receipt with an automobile allowance in the amount of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed six hundred dollars ($7,500600) per month.
(d) During the Employment Term, in addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board (“Employee "EMPLOYEE Benefits”").
(e) As of the Effective Date, the Board shall grant the Employee options (the “Options”"OPTIONS") to acquire 25,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, Company pursuant to the Company’s 2003 Long Term 's 1998 Incentive Stock Option Plan (the “LTIP”"OPTION PLAN"). Such grant shall be , subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during During the Employment Term, the Employee shall be eligible for subsequent annual option Option grants under the LTIPOption Plan, or any such successor stock option plan, at the time such grants are made under the LTIP Option Plan to senior executives management employees of the Company generally, with a targeted grant of between 6,000 to 8,000 Options per year. Notwithstanding any provision in the Option Plan (or any successor stock option plan) to the contrary, in the event the Employee's employment is terminated by the Company for any reason or if the Employee resigns his employment with the Company for any reason, the Employee shall be afforded the opportunity to exercise all vested Options for a period of ninety (90) days following the date of termination. The number of Options to be granted to the Employee as determined by and within the sole discretion of the BoardEffective Date and the number of Options targeted for future annual grants will be adjusted to reflect any stock split affecting the common stock of the Company that may be effective on or after the date the Employment Agreement is signed.
(f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s 's business, provided PROVIDED that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s 's expense reimbursement policy.
(g) Pursuant to the Employee's termination of employment with Henk▇▇▇ & ▇cCo▇ ▇▇▇. (the "FORMER EMPLOYER"), the Former Employer may elect not to purchase shares of restricted common stock of the Former Employer ("FORMER EMPLOYER STOCK") owned by the Employee. The Former Employer Stock owned by the Employee as of the Effective Date has a fair market value of $124,554 ("FAIR MARKET VALUE"). The Company agrees to provide the Employee with a one-time cash bonus ("RESTORATION BONUS") equal to the difference between the Fair Market Value and any amount received by the Employee in payment for the Former Employer Stock from the Former Employer or a third party. In no event will the Restoration Bonus exceed the Fair Market Value. The Employee agrees to exercise his best efforts to cause the Former Employer or a third party to purchase the Former Employer Stock in an arms length transaction(s). In the event the Restoration Bonus is paid before the Employee disposes of the Former Employer Stock, the Employee shall reimburse the Company with the amount realized in such transaction, up to the amount of the Restoration Bonus.
Appears in 1 contract
Compensation Benefits and Expenses. (ai) During the Employment Termterm of Executive’s employment with the Company, the Company Executive shall pay the Employee a receive an annual base annual salary of not less than Six Hundred Thousand Dollars ($250,000 600,000) (the “Annual Base Salary”). Payment will , which shall be made on paid in accordance with the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees customary payroll practices of the Company. The Board may increase Further, within 30 days of the Base Salary in its sole discretionEffective Date, but Executive shall not reduce receive a signing bonus of $60,000. One year from the Base Salary below the rate established by the Employment Agreement without the Employee’s written consent.
(b) During the Employment TermEffective Date, the Employee Executive shall receive $60,000 anniversary bonus. In addition, Executive shall be entitled to participate in the Company’s receive an annual incentive plan, under which the Employee bonus (“Annual Bonus”) of up to 100% of his Annual Base Salary upon achievement of target performance criteria as shall be eligible established by the Compensation Committee of the Board. Further, Executive shall be entitled to receive an additional annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%“Stretch Bonus”) of up to 50% of his Annual Base Salary if certain based upon achievement of additional performance criteria and measures are satisfiedbeyond the criteria set for the target Annual Bonus, as determined said additional criteria also to be established by and within the sole discretion Compensation Committee of the Board.
(cA) The Annual Bonus and any Stretch Bonus which may be earned under the Agreement shall be payable when other bonuses for Executives of the Company are paid, generally within 2 weeks after completion of the Company’s audit by its independent accounting firm. Bonuses are payable based on attainment of performance criteria established for a given fiscal year. For 2006, Executive shall promptly reimburse spend 80% of his time overseeing all issues involving the Employee upon receipt Company’s sales and marketing efforts, including trade spending, sales execution, development of appropriate documentation and oversight of all sales and marketing programs, growth of the Company’s baseline sales, effective spending and trade and advertising dollars, creation of a 2007 sales and marketing and spending plan and all related activities, all in accordance with Company policies specific financial and other targets provided to Executive via separate letter. It is recognized that the Executive will be beginning employment in the middle of the Company’s year and therefore, may not have the same impact on the above areas as if he were creating plans at the beginning of a fiscal year. Therefore, for all reasonable 2006, Executive shall be, guaranteed a minimum bonus of $200,000, the proration below notwithstanding. The remainder of Executive’s bonus potential shall be judged 80% on the areas noted above and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,50020% on subjective assessment by the Chairman. Bonus for 2006 shall be prorated based on start date and the number of weeks actually worked during the fiscal year.
(dB) For the year 2007, it is expected that Executive will spend 80% of his time overseeing all sales and marketing functions and activities of the Company. Criteria for earning a target Annual Bonus and a Stretch Bonus for 2007 shall be established by October 1, 2006 by the Executive and Chairman but it is expected that 80% of such bonuses will be tied to sales and marketing related criteria and growth of the Company’s baseline business as measured by IRI data.
(C) Executive’s Annual Base Salary shall be reviewed from time to time by the Compensation Committee of the Board, but not less frequently than annually from the Effective Date, and may be increased (but not decreased) in the discretion of the Board, which increased amount shall be Executive’s “Base Salary” for all purposes thereafter. Notwithstanding the above, in the absence of any determination by the Compensation Committee Executive shall receive the average percentage increase granted to other senior executives annually.
(ii) During the Employment Termterm of Executive’s employment with the Company, in addition to the compensation payable to the Employee as described above, the Employee Executive shall be entitled to participate in all the employee benefit plans or incentive, savings and retirement plans, practices, policies and programs of the Company that are available applicable generally to senior other executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board (“Employee BenefitsInvestment Plans”).
(e1) As of the Effective Date, the Board Executive shall grant the Employee options be granted 3.5 Million Stock Options (the “OptionsInitial Grant”) to acquire 25,000 shares in the Company (each Stock Option representing the equivalent of common stock one share of Common Stock of the Company, with a par value $0.01 per share exercise price equal to the closing price of such stock on the Effective Date, share) pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award Company’s 2004 Stock Option Plan (the “Option Plan”). Said options shall be granted with an exercise price of $1.00 per share and, except as otherwise provided herein, shall be subject to all the terms and conditions of the Option Plan. The Initial Grant shall be dated as of the Effective Date and vesting shall begin on said date and shall reflect such terms and conditions as are set forth herein and, to the extent not inconsistent herewith, in a Stock Option agreement for agreed by the parties. The Stock Option Agreement will contain a vesting schedule as follows: 2/9th vesting upon the Effective Date, 2/9th vesting on the first anniversary of the Effective Date, 2/9th on the second anniversary of the Effective Date and all other vesting per the Option Plan.
(2) Executive shall receive one or more additional grants of Stock Options (the “Subsequent Grant”) pursuant to the Option Plan in such number of Stock Options as equals the number of shares of common stock of the Company purchased by Executive in accordance with paragraph (B), below, not to exceed a total of 500,000 Stock Options. The Subsequent Grant shall be awarded on the date or dates that Executive purchases such shares, provided that a Change in Control of the Company or an initial public offering (“IPO”) of Company common stock has not occurred by said date. The Subsequent Grant shall be on the same terms and conditions as the Initial Grant, including, without limitation, the $1.00 strike price; provided, any Subsequent Grants made pursuant to this subsection (2) shall be fully vested when granted.
(3) Notwithstanding anything to the contrary stated herein or in the Option Plan, attached hereto Executive may not vest in more than 50% of his granted options in conjunction with an IPO for the Company which occurs prior to December 31, 2007, and shall become fully vested in all of his options immediately prior to any other Liquidity Event (as Exhibit A. In additiondefined in and in accordance with the Option Plan). Thereafter he may continue to vest and accelerate vesting, during when applicable, according to the Employment TermPlan and the Stock Option Agreement.
(B) During the period from the Effective Date through January 31, 2007, from time to time Executive may purchase as many as 500,000 shares of the Company’s Common Stock, par value $0.01 per share, pursuant to the terms and conditions of the Company’s 2004 Employee Stock Purchase Plan (the “Purchase Plan”) at the price of $1.00 per share, which purchase shall be subject to such terms and conditions as are set forth herein and, to the extent not inconsistent with the terms hereof, a Stock Purchase agreement agreed by the parties.
(iii) During the term of Executive’s employment with the Company, Executive and his family shall be eligible for subsequent annual option grants under the LTIPparticipation in and shall receive all benefits under, or any such successor stock option planwelfare benefit plans, at the time such grants are made under the LTIP practices, policies, perquisites and programs applicable generally to other senior executives of the Company generallyCompany, as determined by including but not limited to comprehensive medical and within the sole discretion of the Boarddental coverage, disability and basic and supplemental life insurance (“Welfare Plans”).
(fiv) During Except to the Employment Termextent that such are changed pursuant to a general change in benefits applicable generally to other executives of the Company, during the term of Executive’s employment with the Company, the Company shall reimburse continue to, provide Executive with at least the Employee for such reasonable out-of-pocket expenses as he may incur from time same benefits provided to time for and Executive by the Company on behalf the Effective Date.
(v) During the term of the furtherance of Executive’s employment with the Company’s business, provided that Executive shall be entitled to receive prompt reimbursement for all reasonable expenses associated with performing the Employee submits to the Company satisfactory documentation or other support for such expenses duties hereunder in accordance with the policies, practices and procedures of the Company (“Reimbursable Expenses”).
(vi) During the term of Executive’s employment with the Company’s expense reimbursement policy, Executive shall be entitled to paid vacation and paid holidays in accordance with the plans, policies, programs and practices of the Company for its executive officers. Executive shall be entitled to 4 weeks of paid vacation each year.
Appears in 1 contract
Compensation Benefits and Expenses. (a) During As compensation for the Employment Termservices to be rendered by Executive pursuant to this Agreement, the Company shall hereby agrees to pay the Employee Executive a base annual monthly salary of $250,000 (the “Base Monthly Salary”)) at a rate equal to Thirty -Five Thousand Dollars ($35,000.00) per month. Payment will The Base Monthly Salary shall be made on paid in substantially equal bimonthly installments, in accordance with the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to employees normal payroll practices of the Company. The Board may increase the Base Salary in its sole discretion, but shall not reduce the Base Salary below the rate established While employed by the Employment Agreement without Company, you will not receive any compensation for your service as a member of the EmployeeCompany’s written consentBoard or any of its committees.
(b) During the Employment Term, the Employee The Company agrees that Executive shall be entitled to participate in all ordinary and customary benefits afforded generally to executive employees of the Company (except to the extent employee contribution may be required under the Company’s annual incentive planbenefit plans as they may now or hereafter exist), under which shall in no event be less than the Employee shall be eligible benefits generally afforded to receive an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion other executive employees of the Company as of the date hereof or from time to time, but in any event shall include any qualified or non-qualified pension, profit sharing and savings plans, any death benefit and disability benefit plans, life insurance coverages, any medical, dental, health and welfare plans or insurance coverages and any stock purchase programs that are approved in writing by the Board, in its sole discretion.
(c) The Company shall promptly pay or reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies Executive for all reasonable and customary relocation authorized business expenses incurred by Executive while employed under this Agreement; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and promote the business of the Company and are normally and customarily incurred by employees in comparable positions at other comparable businesses in the same or similar market. As a condition to reimbursement under this Section 2(c), Executive shall furnish to the Company adequate records and other documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. Executive acknowledges and agrees that he failure to furnish the required documentation may incur result in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500the Company denying all or part of the expense for which reimbursement is sought.
(d) During Executive is solely responsible for the Employment Term, in addition payment of any tax liability that may result from any payments or benefits that Executive receives pursuant to this Agreement. The Company shall have the right to deduct or withhold from the compensation payable due to the Employee as described above, the Employee shall be entitled to participate in Executive hereunder any and all the sums required for federal income and employee benefit plans social security taxes and all state or programs of the Company local income taxes now applicable or that are available to senior executives of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified enacted and become applicable during Executive’s employment by the Board (“Employee Benefits”)Company.
(e) As of the Effective Date, the Board shall grant the Employee options (the “Options”) to acquire 25,000 shares of common stock of the Company, with a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIP, or any such successor stock option plan, at the time such grants are made under the LTIP to senior executives of the Company generally, as determined by and within the sole discretion of the Board.
(f) During the Employment Term, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses in accordance with the Company’s expense reimbursement policy.
Appears in 1 contract
Sources: Employment Agreement (Autobytel Inc)
Compensation Benefits and Expenses. (a) During the term of the Employee’s employment pursuant to this Employment TermAgreement, the Company Employee shall pay the Employee be paid a base annual salary of $250,000 144,000 (the “Base SalaryPay”, based on 80% of full-time employment effort). Payment will be made on the regularly scheduled pay dates of the Company, subject to all appropriate withholdings or other deductions required by applicable law or by the Company’s established policies applicable to all the employees of the Company. The Board of Directors may increase the Employee’s Base Salary in its Pay at the Company’s sole discretion, but shall not reduce the Base Salary Pay below the rate established by the this Employment Agreement (including any increases in the rate of Base Pay approved by the Board of Directors after the Effective Time), without the Employee’s written consent.
(b) During In addition to any other compensation payable to the Employee pursuant to this Employment TermAgreement, during the term of the Employee’s employment pursuant to this Employment Agreement, the Employee shall may be entitled to participate in the Company’s annual incentive plan, under which the Employee shall be eligible to receive paid an annual target bonus equal to an amount between twenty percent (20%) and fifty percent (50%) of Base Salary if certain performance criteria and measures are satisfied, as determined by and within the sole discretion of board of directors of the BoardCompany.
(c) The Company shall promptly reimburse the Employee upon receipt of appropriate documentation in accordance with Company policies for all reasonable and customary relocation expenses that he may incur in relocating to Palm Beach Gardens, Florida in an amount not to exceed $7,500.
(d) During the Employment Term, in In addition to the compensation payable to the Employee as described above, the Employee shall be entitled to participate in all the employee benefit plans or programs of the Company that as are available to senior executives management employees of the Company generally and such other benefit plans or programs in accordance with the terms thereof, as may be specified by the Board of Directors, including any stock options that may be granted by the board of directors of the Company (“Employee Benefits”), during the term of the Employment Agreement.
(ed) As of the Effective Date, the Board shall grant the Employee options (the “Options”) to acquire 25,000 shares of common stock of the Company, with On a per share exercise price equal to the closing price of such stock on the Effective Date, pursuant to the Company’s 2003 Long Term Incentive Plan (the “LTIP”). Such grant shall be subject to the terms and conditions of the award agreement for the Option Plan, attached hereto as Exhibit A. In addition, during the Employment Term, the Employee shall be eligible for subsequent annual option grants under the LTIP, or any such successor stock option plan, at the time such grants are made under the LTIP to senior executives of the Company generally, as determined by and within the sole discretion of the Board.
(f) During the Employment Termtimely basis, the Company shall reimburse the Employee for such reasonable out-of-pocket expenses as he the Employee may incur from time to time for and on behalf of the furtherance of the Company’s business, provided that the Employee submits to the Company satisfactory documentation or other support for such expenses business in accordance with the Company’s expense reimbursement policy.
(e) Employee to be allowed full use of office facilities, equipment, overhead, phones, computers, administrative assistance, etc. for various needs aside from company work.
Appears in 1 contract