Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive. 6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive. 6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time. 6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any: 6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and 6.4.2 deductions or withholdings for or on account of Tax as may be required by law 6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 3 contracts
Sources: Service Agreement (Aspen Insurance Holdings LTD), Service Agreement (Aspen Insurance Holdings LTD), Service Agreement (Aspen Insurance Holdings LTD)
Remuneration. 6.1 2.1 The Company shall pay the Executive an annual base salary (the “Base Salary”) and, in addition, the Executive will be entitled to additional variable cash compensation, in an amount commensurate to the Executive’s role and position and determined in accordance with any bonus, profit sharing or short term incentive compensation program which may be established by the Board of Directors either for the Executive a Salary at a rate or for senior officers of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and (the Executive“Annual Bonus”). As of the date hereof, the Base Salary is $450,000 (Canadian dollars). The Base Salary will be subject to annual review by the Board of Directors but there shall be no requirement to increase the Base Salary annually.
6.2 2.2 The Executive’s Base Salary shall be deemed to accrue evenly from day to day and Annual Bonus shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by payroll practices or on such other basis as mutually agreed between the ExecutiveCompany and the Executive and shall be subject to deductions in respect of statutory remittances, including, without limitation, deductions for income tax, pension plan premiums and employment insurance premiums.
6.3 2.3 The Executive shall will be eligible entitled to participate in the Company’s Long-term Incentive Plan, as may be considered for an annual variable performance-based Bonusamended, which is payable in cash modified or restated and replaced from time to time (the “BonusPlan”)) in accordance with the terms thereof as in effect from time to time. The Company will grant to the Executive awards under the Plan in such amount as may be determined by the Board of Directors, or any applicable committee thereof, from time to time based on and commensurate with the Executive’s performance and position with the Company. Each grant will be subject to a separate grant agreement between the Company and the Executive under the Plan.
2.4 The Executive shall, to the extent eligible, be entitled to participate at a level commensurate with his position in all of the Company’s employee benefit, welfare and retirement plans and programs, as well as equity plans, employee incentive plans and bonus plans, provided by the Company to its senior officers in accordance with the terms thereof as in effect from time to time. The Company reserves the right to amend or cancel any such plans at any time in its sole discretion, subject to the terms of such plans and applicable law.
2.5 The Executive shall be entitled to a guaranteed minimum bonus of 100% participate in any fringe benefits or perquisites which other senior officers of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be Company are entitled to receive any Bonus if he is not employed or is under noticereceive, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms and conditions of Aspen Holdings’ such fringe benefits or perquisites.
2.6 The Executive will be entitled to five weeks of paid vacation per calendar year, and, at the Executive’s election, such entitlements may be paid out in cash in lieu of time taken.
2.7 Upon submission of appropriate documentation in accordance with its policies in effect from time to time, the Company shall pay or reimburse the Executive for all reasonable business expenses which the Executive incurs in the performance of 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 in which the Executive participates in accordance with the Company's Malus and Clawback Policies that are ’s policies in place effect from time to time.
6.4 The Company may deduct from 2.8 Notwithstanding any other provisions in this Agreement to the Salarycontrary, Bonusany incentive-based compensation, or any other payments to or terms owed compensation, paid to the Executive, any:
6.4.1 money owed Executive pursuant to the Company, Aspen Holdings this Agreement or any Group other agreement or arrangement with the Company by the Executive; and
6.4.2 which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions or withholdings for or on account of Tax and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company and pursuant to any such law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1government regulation or stock exchange listing requirement).
Appears in 2 contracts
Sources: Executive Employment Agreement (Gold Royalty Corp.), Executive Employment Agreement (Gold Royalty Corp.)
Remuneration. 6.1 The 7.1 As remuneration for his services under this Agreement the Company shall pay to the Executive a Salary salary at a the rate of US $1,500,000 £166,800 (one hundred and sixty-six thousand eight hundred pounds) per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary (which shall be deemed to accrue evenly from day to day and shall be day) payable in arrears by equal monthly instalments on or around the 27th day of each month. This sum is also inclusive of any fees to which the Executive may be entitled as a director of the Company or of any Associated Company. The Executive’s salary will be reviewed at least annually commencing in accordance with January 2006 to determine whether the Company’s normal salary should be adjusted.
7.2 In addition, the Company shall pay policy into a bank account nominated to the Executive the sum of £84,270 (eighty-four thousand two hundred and seventy pounds) within 30 calendar days of the date of this Agreement, subject to the Executive not having: (a) given the Company notice of termination of employment by the Executivedate the payment is made; or (b) been dismissed for Cause by the date the payment is made.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus 7.3 For each fiscal year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days RedPrairie Corporation that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board targets established from time to time at its sole discretion by the Board of Directors of RedPrairie Corporation (“the Parent’s Board”) are achieved, and will be communicated if the Executive is employed by the Company pursuant to the Executive. All Bonus targets and payments may be subject to terms of this Agreement on the last day of such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonusfiscal year, the Executive shall not receive a bonus equal to fifty percent (50%) of his then annual base salary, to be entitled to receive any Bonus if he is not employed paid no later than March 15 of the following year. In the event that RedPrairie Corporation outperforms or is under notice, whether issued underperforms the annual performance targets established by the Parent’s Board, the Parent’s Board may, at its discretion, increase (if RedPrairie Corporation outperforms) or decrease (if RedPrairie Corporation underperforms) the Executive’s bonus for that fiscal year. The Parent’s Board may elect in its sole discretion to award all or any part of such bonus notwithstanding any failure of the applicable performance targets to have been achieved.
7.4 The salary payable under clause 7.1 shall be reviewed by the Company Leader annually on 1st January each year. Whilst a review does not imply any entitlement to an increase, the rate of salary payable to the Executive may be increased as a result of such review with effect from any date specified by the Company.
7.5 For the purposes of the Employment Rights ▇▇▇ ▇▇▇▇ and otherwise, the Executive consents to the deduction of any sums due by him to the Company (including without limitation any overpayments, loans or advances made to him by the Company, on 31 December any excess holiday taken by him, the cost of the relevant bonus year. All Bonus payments are subject repairing any damages or loss to the terms Company’s property caused by him and any loss suffered by the Company as a result of Aspen Holdings’ any negligence or breach of duty by the Company's Malus and Clawback Policies that are in place Executive) at any time from time to time.
6.4 The Company may deduct from the Salary, Bonus, his salary or any other payments to or terms owed payment due from the Company to the Executive, any:
6.4.1 money owed Executive and the Executive also agrees to make any payment to the Company, Aspen Holdings or Company of any Group sums due from him to the Company upon demand by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1time.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement (RedPrairie Holding, Inc.)
Remuneration. 6.1 (1) The Company Executive shall pay to be paid a salary at the Executive a Salary at a rate of US $1,500,000 £30,500 per annum or at such other rate as may from time to time be agreed between the Company and the Executiveannum.
6.2 The Salary (2) Subject to Clause 4(3), the salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with arrear on the last working day of each calendar month.
(3) The Executive recognises that the Company’s normal ability to pay policy into a bank account nominated by the Executive’s salary is dependent upon its raising £62,000 of seed funding and agrees that payment of the salary which is due to him under Clause 4(1) in respect of the period from 1st September 2002 until the end of the month immediately preceding the month in which such seed funding is raised shall be deferred until the date falling two working days after the date on which such seed funding is raised.
6.3 (4) The Executive Executive’s salary shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined reviewed by the Board from time to time as the Board sees fit but at its sole discretion least once in each year and will be communicated to the Executive. All Bonus targets and payments rate of salary may be subject to such conditions as increased by the Compensation Committee Board with effect from the date of the Board may review by such amount, if any, as it shall, in its absolute discretion decide. Save discretion, think fit.
(5) Whenever the Executive is only employed for part of a month he shall be entitled to a ratable proportion of the salary which he would have received if he had been employed for the Year 1 Bonus, whole of such a month.
(6) The salary shall be inclusive of any fees or remuneration which the Executive shall not receives or would otherwise be entitled to receive from the Company for acting as an officer of any Bonus if he is not employed Group Company.
(7) The Executive hereby authorises the Company to deduct from the Executive’s remuneration (which for the purpose of this sub-clause shall include annual salary whether in lieu of notice or is under noticeotherwise, whether issued holiday pay and sick pay) all debts owed by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company.
(8) The Executive will be granted an option, Aspen Holdings or any Group in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price of £12.72 per share, becoming exercisable after 2 years of continuous service with the Company with effect from the commencement date in Clause 2 (1). This option shall be granted by the Company by 28th February 2003, or such later date as the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Executive and the Company shall review the Salary for increase at least once each yearagree, and any change the Company shall make all reasonable efforts to ensure that this option shall be a qualifying option for the purposes of Schedule 14 to the Finance ▇▇▇ ▇▇▇▇.
(9) The Executive will be granted an option, in a form agreed by the Board, to subscribe for 1,093 ‘F’ Ordinary Shares at a price equal to the price paid by the most recent subscriber for Ordinary Shares in the Salary resulting from Company prior to the exercise date of such review will take effect from 1option. The first exercise date of such option shall be 1st September 2005. This option shall be granted by the Company by 28th February 2003, or such later date as the Executive and the Company shall agree, and the Company shall make all reasonable efforts to ensure that the option shall be a qualifying option for the purposes of Schedule 14 to the Finance ▇▇▇ ▇▇▇▇.
Appears in 2 contracts
Sources: Service Agreement (Oxford Immunotec Global PLC), Service Agreement (Oxford Immunotec Global PLC)
Remuneration. 6.1 2.1 The Company shall pay the Executive an annual base salary (the “Base Salary”) and, in addition, the Executive will be entitled to additional variable cash compensation, in an amount commensurate to the Executive’s role and position and determined in accordance with any bonus, profit sharing or short term incentive compensation program which may be established by the Board of Directors either for the Executive a Salary at a rate or for senior officers of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and (the Executive“Annual Bonus”). As of the date hereof, the Base Salary is $290,000 (Canadian dollars). The Base Salary will be subject to annual review by the Board of Directors but there shall be no requirement to increase the Base Salary annually.
6.2 2.2 The Executive’s Base Salary shall be deemed to accrue evenly from day to day and Annual Bonus shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by payroll practices or on such other basis as mutually agreed between the ExecutiveCompany and the Executive and shall be subject to deductions in respect of statutory remittances, including, without limitation, deductions for income tax, pension plan premiums and employment insurance premiums.
6.3 2.3 The Executive shall will be eligible entitled to participate in the Company’s Long-term Incentive Plan, as may be considered for an annual variable performance-based Bonusamended, which is payable in cash modified or restated and replaced from time to time (the “BonusPlan”)) in accordance with the terms thereof as in effect from time to time. The Company will grant to the Executive awards under the Plan in such amount as may be determined by the Board of Directors, or any applicable committee thereof, from time to time based on and commensurate with the Executive’s performance and position with the Company. Each grant will be subject to a separate grant agreement between the Company and the Executive under the Plan.
2.4 The Executive shall, to the extent eligible, be entitled to participate at a level commensurate with his position in all of the Company’s employee benefit, welfare and retirement plans and programs, as well as equity plans, employee incentive plans and bonus plans, provided by the Company to its senior officers in accordance with the terms thereof as in effect from time to time. The Company reserves the right to amend or cancel any such plans at any time in its sole discretion, subject to the terms of such plans and applicable law.
2.5 The Executive shall be entitled to a guaranteed minimum bonus of 100% participate in any fringe benefits or perquisites which other senior officers of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be Company are entitled to receive any Bonus if he is not employed or is under noticereceive, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms and conditions of Aspen Holdings’ such fringe benefits or perquisites.
2.6 The Executive will be entitled to five weeks of paid vacation per calendar year, and, at the Executive’s election, such entitlements may be paid out in cash in lieu of time taken.
2.7 Upon submission of appropriate documentation in accordance with its policies in effect from time to time, the Company shall pay or reimburse the Executive for all reasonable business expenses which the Executive incurs in the performance of 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 in which the Executive participates in accordance with the Company's Malus and Clawback Policies that are ’s policies in place effect from time to time.
6.4 The Company may deduct from 2.8 Notwithstanding any other provisions in this Agreement to the Salarycontrary, Bonusany incentive-based compensation, or any other payments to or terms owed compensation, paid to the Executive, any:
6.4.1 money owed Executive pursuant to the Company, Aspen Holdings this Agreement or any Group other agreement or arrangement with the Company by the Executive; and
6.4.2 which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions or withholdings for or on account of Tax and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company and pursuant to any such law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1government regulation or stock exchange listing requirement).
Appears in 2 contracts
Sources: Executive Employment Agreement (Gold Royalty Corp.), Executive Employment Agreement (Gold Royalty Corp.)
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 5.1 The Executive shall be eligible to be considered paid by way of remuneration for an annual variable performance-based Bonus, which is payable in cash his services during his employment hereunder a salary at the rate (the “BonusSalary Rate”). The Executive shall be entitled to a guaranteed minimum bonus ) of 100% of the Salary for the first bonus year of the Appointment £390,000 (the “Year 1 Bonus”)three hundred and ninety thousand pounds) per annum, pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled increase pursuant to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeClause 5.2.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 11 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the Company shall consider these factors, it shall have no obligation to take any specific action based on such factors.
5.3 The Executive’s salary will be payable by equal monthly instalments; each monthly instalment will be in respect of a calendar month and will be paid on or before the last day of such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of the number of days’ employment in that month to the total number of days in the month multiplied by the normal monthly instalment.
5.4 The Executive shall be eligible for a cash bonus based on an annual bonus potential of 100% of the Salary Rate during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s own performance (based upon recommendation by the Manager) and the performance of the Group. As a result, the actual bonus paid in any year may be more or less than this potential amount. Notwithstanding the preceding language of this Clause 5.4, the Executive will receive a bonus of not less than £240,000 (two hundred and forty thousand pounds only) for the year ended 31 December 2012, which will be paid on the date on which the Company pays cash bonuses to its employees for that year.
5.5 As soon as possible after the Effective Date the Executive will provide the Company with details of the value of any cash or stock awards or other deferred remuneration granted to him by his former employer which has been forfeited as a result of his entering in to this Agreement (the “Former Employer Awards”). The Company will grant to the Executive such cash or stock awards in Holdings as are reasonably required to replace the value of any Former Employer Awards forfeited by the Executive (the “Replacement Awards”). Any Replacement Awards issued by the Company will be structured, to the extent possible, to reflect the timing and other vesting criteria applicable to the Former Employer Awards. The grant of any Replacement Awards by the Company will not impact or reduce the payments or awards granted to the Executive under Clauses 5.4, 5.6 or 5.7.
5.6 As soon as possible after the Effective Date the Executive will receive awards equal to (i) £100,000 (converted at the prevailing exchange rate on the date of grant) in Restricted Stock Units in Holdings (the “▇▇▇▇ ▇▇▇’s”), and (ii) £200,000 (converted at the prevailing exchange rate on the date of grant) in Performance Shares in Holdings (the “2012 Performance Shares”), each issued to the Executive under the AIHL 2003 Share Incentive Plan (the “Plan”). Subject to the rules of the Plan, the ▇▇▇▇ ▇▇▇’s and the 2012 Performance Shares will vest in the period to March 2015, with that number of the ▇▇▇▇ ▇▇▇’s and that number of the 2012 Performance Shares as is equal to 1/3 of the total overall grants being subject to any testing and consequent vesting on the dates in 2013, 2014 and 2015 on which the RSU’s and Performance Shares issued by Holdings during its 2012 LTIP grant are subject to such testing and vesting. For the avoidance of doubt the ▇▇▇▇ ▇▇▇’s will not be subject to any performance criteria other than time vesting and the 2012 Performance Shares will be subject to the same performance criteria as other performance shares issued by Holdings as part of its 2012 LTIP grant.
5.7 As soon as possible after the Effective Date the Executive will receive an award in the Holding’s Long Term Incentive Plan (“LTIP”) for 2013 to a value not less than $750,000 (seven hundred and fifty thousand dollars). The 2013 LTIP award to the Executive will be made in RSU’s subject to the rules of the Plan or any replacement plan, which will vest in three equal tranches on the first, second and third anniversary of the date of grant. The Executive will also be eligible for consideration for LTIP awards issued by Holdings and future years. The grant of any LTIP beyond 2013, however, remains subject to the absolute discretion of the CEO and the Compensation Committee and the Executive shall have no guarantee of participation in any future LTIP awards. In addition, the form of any award issued under the LTIP programs may vary, but in all cases will be subject to the rules of the Plan or replacement plans.
5.8 The Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be withheld by applicable laws or regulations.
Appears in 2 contracts
Sources: Service Agreement, Service Agreement (Aspen Insurance Holdings LTD)
Remuneration. 6.1 7.1 The Company shall pay to the Executive a the Salary at a the rate of US $1,500,000 £570,000 per annum annum, on or at about the 27th day of each calendar month by credit transfer to his bank account payable by equal monthly instalments in arrears (or such other rate sum as may from time to time be agreed between agreed). The rate of Salary will normally be reviewed annually on 1st October.
7.2 In addition to his Salary, the Executive will be eligible to participate in such of the following incentive schemes as exist from time to time for senior executives of the Company, subject always to their respective rules:
(a) Diageo Annual Incentive Plan;
(b) Diageo Senior Executive Share Option Plan;
(c) Diageo Long Term Incentive Plan (The TSR Plan); and/or
(d) Diageo 2001 Share Incentive Plan and Diageo UK Sharesave Scheme 2000. The Executive’s participation in such plans and schemes is at the discretion of the Company. If the Company and shall make a payment or grant an award under such plans and/or schemes in any one year, this shall not give rise to a contractual entitlement to a payment or award in future years. Further, the Company may at its discretion reduce the Executive’s participation in the incentive schemes at (b) and (c) above in the event that he fails to satisfy the minimum shareholding requirement (based on his salary and length of service) applicable to him which will be notified to him from time to time. Without prejudice to the foregoing, the Executive will be considered (at the sole discretion of the Company) for a bonus in respect of the then current bonus year in the event that the Employment is terminated by the Company pursuant to clause 3.1, clause 3.3 and/or clause 3.6.
6.2 7.3 The Salary shall be deemed inclusive of any fees to accrue evenly from day which the Executive may be entitled as a director of the Company or any Group Company. The Executive agrees to day and shall be payable in arrears forthwith pay to the Company or procure that the Company is paid all such fees received by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executivehim.
6.3 The 7.4 Payment of the Salary to the Executive shall be eligible made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). time think fit.
7.5 The Executive Company shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated deduct from any sum due to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during under the applicable bonus year and the denominator terms of this Agreement any monies which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued are owed by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1.
Appears in 1 contract
Sources: Service Agreement (Diageo PLC)
Remuneration. 6.1 The Company shall pay to the Executive during the continuance of the Employment a Salary basic salary at a the rate of US $1,500,000 £285,000 per annum or at such other rate as may from time to time be agreed between annum, less all appropriate deductions for tax and national insurance (the Company and the Executive“Salary”).
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with arrears on or about the Company’s normal pay policy 28th working day of each month directly into a the bank account nominated specified by the ExecutiveExecutive from time to time, payment in respect of a period of less than a month being apportioned in proportion to the number of days of the Employment in that month. The Salary shall be inclusive of any other fees or remuneration payable to the Executive by reason of his holding of any office in the Company and any Group Company.
6.3 The Executive Salary shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (reviewed by the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% Company annually on or about the anniversary of the Salary for the first bonus year date of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timethis Agreement.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed shall pay to the ExecutiveExecutive during the continuance of the Employment a car allowance at the rate of £14,400 per annum, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 payable in gross monthly instalments of £1,200 (less all appropriate deductions or withholdings for or on account of Tax as may be required by lawtax and national insurance).
6.5 The Company shall review be entitled pursuant to the 1996 Act, at any time during the Employment and upon its termination (however arising), to deduct from the Salary for increase and/or any other sums due to the Executive under this Agreement any sums owed by the Executive to the Company.
6.6 The Executive may be entitled to participate in a discretionary bonus scheme (the “Scheme”). Award of any bonus under the Scheme will be entirely at least once each yearthe discretion of the Company but in exercise of such discretion the Company may take into account, among other things, the Company’s achievement of revenue and profit targets, and the Executive’s performance. The Executive’s annual target bonus award value under the Scheme will be up to 50% of the Executive’s annual salary (less all appropriate deductions for tax and national insurance) and any change bonus awarded shall be made quarterly, although the value form and timing of such award (if any) is entirely at the discretion of the Board. Award of bonus in any quarter should not give rise to an expectation of similar, or any, future bonus awards.
6.7 No reference in Clause 6.6, above to sums or amounts in pounds sterling shall be taken to confer on the Salary resulting from such review will take effect from 1Executive any entitlement to payments or awards in cash in any currency.
Appears in 1 contract
Sources: Service Agreement (INFONXX, Inc.)
Remuneration. 6.1 The Employee shall be paid by the way of remuneration for his services during his employment hereunder a salary for serving as an Executive Officer of the Company at the rate of (pound)130,000 per annum for the period 6 months from the Commencement Date, rising to (pound)150,000 per annum thereafter. Such salary shall pay be paid by equal monthly instalments in arrears on the last day of every month and shall accrue from day to day. Such salary shall be reviewed at the end of each financial year of the Company and shall be increased provided that the performance of the Employee in the reasonable opinion of the Board justifies such increase. Notwithstanding anything to the Executive a Salary at a rate contrary contained in the Articles of US $1,500,000 per annum Association of the Company or at of any Associated Company the Employee shall not be entitled to any other remuneration either as director or employee of the Company or any Associated Company.
6.2 Payment of salary to the Employee shall be made either by the Company or by an Associated Company and, if by more than one company, in such other rate proportions as the Board may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executivethink fit.
6.3 The Executive Employee shall not under any circumstances either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business with the Company or any Associated Company.
6.4 The Employee shall be eligible to receive up to a maximum of 4,829,577 share options in terms of the agreed stock option agreement attached as Schedule A hereto.
6.5 A cash-control and profit performance based bonus scheme will be considered for operated on an annual variable performance-based Bonus, which is payable in cash (the “Bonus”)basis commencing with fiscal year 2005 and thereafter. The Executive A bonus equal to 10% of Employee's then salary shall be entitled payable if the Associated Company and its consolidated subsidiaries, including the Company (collectively, the "Group") shall achieve 100% of the net income after tax budget targets established prior to each fiscal year by the Board. At such time as the net income after tax budget target shall equal or exceed (US) $5,000,000, such bonus shall be subject to increase on a pro-rata basis to a guaranteed minimum bonus maximum of 100% of Employee's then salary if the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus Group shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to achieve 200% of Salarythe net income after tax target established by the Board for such fiscal year.
6.6 The Company acknowledges that it currently owes the Employee the sum of (pound)26,500 in accrued and unpaid salary. Any applicable performance metrics Such amount shall be paid to the Employee on June 30, 2004, or such earlier time as the Associated Company shall raise not less than (U.S.)$3,000,000 in financing. In the event such financing shall not be obtained, such accrued salary shall only be paid out of Company cash flow at such time and in such manner as shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Employment Agreement (In Vivo Medical Diagnostics, Inc.)
Remuneration. 6.1 The Company shall pay to the Executive Employee a Salary basic salary at a the rate of US $1,500,000 £300,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be (“Salary”), payable in arrears by equal monthly instalments in accordance with arrears, normally on the Company’s normal pay policy into last working day of each calendar month (the “Salary Instalments”) by credit transfer to a bank account nominated by the ExecutiveEmployee.
6.2 Upon giving not less than one month's notice, the Company reserves the right to change the intervals of the Salary Instalments as required by the needs of the Company to fortnightly instalments in arrears, normally on the 15th and last working day of each calendar month. The Company reserves the right to revert the Salary Instalments back to monthly instalments by providing the Employee with not less than one month's notice.
6.3 By signing this Agreement the Employee acknowledges and agrees to her Salary Instalments being changed in accordance with clause 6.2 as and when required by the needs of the Company.
6.4 The Executive Company will review the Employee’s salary annually. The Company shall not be obliged to make any increase.
6.5 The salary specified in clause 6.1 shall be inclusive of any fees to which the Employee may be entitled as a director of the Company or any Group Company.
6.6 The Company shall pay the Employee a car allowance of £14,160 per year, payable in equal monthly instalments in arrears, less deductions for tax and National Insurance.
6.7 The Employee shall be eligible to be considered for an annual variable performance-based Bonus, which is payable participate in cash (the “Bonus”). The Executive shall be entitled to Company’s discretionary bonus scheme with a guaranteed minimum potential discretionary bonus of 100up to 50% of the Salary for the first bonus Employee’s annual base salary each financial year of the Appointment (Company strictly subject to the “Year 1 Bonus”), pro-rated to reflect the portion rules of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by such scheme as the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as or the Compensation Committee of the Board Company and/or any Parent from time to time may determine from time to time in its absolute discretion decideforce. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December Details of the relevant bonus yearscheme will be communicated at the appropriate time. All Bonus payments are subject The Company reserves the right to discontinue the scheme or alter the terms of Aspen Holdings’ any bonus scheme provided at any time in line with what it considers to be business requirements. The bonus scheme is discretionary and there is no contractual entitlement to continue the scheme. Award of a bonus in one year shall not entitle the Employee to a bonus in subsequent years.
6.8 To the extent that the Parent is required pursuant to Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act to develop and implement a policy (the “Policy”) providing for the recovery from the Employee of any payment of incentive-based compensation paid to the Employee that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Parent takes all necessary corporate action to adopt the Policy, without requiring any further action of the Parent or the Company's Malus and Clawback Policies Employee, provided that are in place any such Policy shall only be binding on the Employee if the same Policy applies to the other executive officers of the Group Companies as designated by the Parent Board from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Remuneration. 6.1 2.1 As consideration for the work of Employee and other obligations of Employee hereunder Company will pay Employee a gross monthly salary (“Base Salary”), in the amount of ILS 40,000 per month. The Base Salary includes a global payment for an average of 60 extra hours every month, but Company shall will not be required to pay for any additional hours. Employee will be entitled to educational fund (▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) at the rate of 7.5% of the amount stipulated in this §2.1 up to the Executive annual cap for educational fund as set by the income tax regulations.
2.2 Company will deduct from the Base Salary (and any other payment made to Employee) all deductions for all applicable taxes and withholdings required under law or this Agreement.
2.3 At each January 1st while employee is employed, Employee will be entitled to a Salary at a rate retention bonus in cash equal to two times the Base Salary, which shall be considered as part of US $1,500,000 per annum or at such other rate as may from time Employee’s annual renumeration. Employee Company 8/16/2021 8/26/2021
2.4 In addition to time §2.3 above, subject to meeting individual and Company goals, which will be determined by Company annually (initially agreed between the Company Chairman of the Board and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day Employee) and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated approved by the Executive.
6.3 The Executive shall Board, Employee will be eligible entitled to be considered for an annual variable performance-based Bonus, which is payable bonus in cash the amount of up to one Base Salary (the at Company discretion (“Annual Bonus”). Company will deduct all taxes and mandatory payments required by Company and Employee, including income tax, social security, health tax, etc., from the Annual Bonus amount to be paid to Employee. The Executive above bonus shall not apply towards calculation of social benefit rights.
2.5 Subject to Board approval and the Parent’s shareholder approval under Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 or 10.14 (as relevant): Employee shall receive 500,000 options (in accordance with Parent’s 2017 ESOP and subject to execution of an option agreement) to be issued ordinary shares of Parent at a strike price equal to AUD 0.70. The options (which are not subject to any locking mechanism) shall vest as follows: If following the execution of this Agreement and while Employee is engaged by the Group, the Parent raises an aggregated amount of at least USD 10 million in one raise (including by way of a merger with a company with such amount in its treasury) (“Trigger Event”) 80% of the options will become vested. If an amount of USD 20 million or more is raised in one raise (“Double Trigger Event”) all options will become vested. Employee acknowledges that Employee may be required to execute additional documents in compliance with the applicable laws and regulations. Upon closing of the Trigger Event, (i) the Base Salary shall be increased to ILS 50,000 per month; (ii) Employee shall be entitled to a guaranteed minimum one-time bonus at a cost to Company of 100an amount of 1.5% of the Salary for amount raised (or amount in the first bonus year treasury of the Appointment merged company); and (iii) the “Year 1 Bonus”), pro-rated to reflect the portion Monthly Limit of the bonus year actually worked. The Year 1 Bonus Car expenses shall be calculated by multiplying increased to ILS 4,000. Upon closing of a Double Trigger Event, (i) the Base Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time increased to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive ILS 65,000 per month; (ii) Employee shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December a one-time bonus at a cost to Company of an amount of 1% of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ amount raised (or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change amount in the Salary resulting from such review will take effect from 1treasury of the merged company) instead of 1.5%; (iii) the annual bonus under §2.4 above shall be up to two Base Salaries; and (iv) the Monthly Limit of the Car shall be increased to ILS 5,000. Employee is only entitled to be paid under this §2.5 once, either when the Trigger Event occurs or when the Double Trigger Event occurs, but not for both collectively. Employee Company 8/16/2021 8/26/2021
Appears in 1 contract
Remuneration. 6.1 The 5.1 As remuneration for his services hereunder the Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or such emoluments and at such other rate times as are stated in Schedule 4.
5.2 In addition the Company shall reimburse all travelling, hotel and out-of-pocket expenses reasonably incurred by the Executive in or about the Company's business and with the prior approval of the board of directors of the Company and for which he provides proper receipts valid, where appropriate, for sales tax purposes.
5.3 The remuneration payable hereunder shall be inclusive of any sums to which the Executive may from time to time be agreed entitled as a director of the Company.
5.4 In the event of any variation in the remuneration payable to the Executive hereunder being made by agreement between the Company parties (and whether or not such agreement shall be evidenced by a written endorsement hereto), such variation shall not constitute a new agreement but, (subject to any express agreement to the Executivecontrary) the employment of the Executive hereunder shall continue subject in all respects to the terms and conditions of this Agreement with such variation as aforesaid.
6.2 The Salary 5.5 All remuneration payable to the Executive under this Agreement shall be deemed to accrue evenly from day to day, and any commission or bonus to which the Executive may be entitled is to be calculated on the basis that one three-hundred-and sixty-fifth part thereof was earned for each day of each accounting reference period for which such commission or bonus is payable.
5.6 In the event of termination of this Agreement and the Executive's employment hereunder for any reason whatsoever, the Company shall be entitled to deduct from any remuneration payable to the Executive on such termination (whether in arrears respect of any period before such termination or not) any monies which may at that time be owed by equal monthly instalments in accordance with the Executive to the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). 5.7 The Executive shall be entitled to a guaranteed minimum participate in the Carolina Holdings, Inc. Executive Retirement Plan under which bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential payments of up to 200% $742,400 per annum will be pensionable and the Carolina Holdings. Inc. Retirement Savings Plan, incorporating 401k defined contribution pension plan and shall also be entitled to participate in any life assurance scheme or other similar scheme operated by Stock Building Supply, Inc. upon the terms and subject to the conditions of Salary. Any applicable performance metrics shall be determined by the Board rules of such schemes from time to time at its sole discretion in force in respect of and for the benefit of the Executive.
5.8 The Company will pay for the preparation of the Executive’s income tax return each year and will be communicated to defray the cost of the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee ’s annual membership of the Board may not more than one country club in its absolute discretion decide. Save for the Year 1 BonusRaleigh, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeNorth Carolina.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Service Agreement (Wolseley PLC)
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law.
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Remuneration. 6.1 5.1. Upon the effective date of this Agreement and during the term of this Agreement, the Executive Officer shall receive a monthly remuneration of US$20,000 which shall accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if the Appointment is terminated prior to the end of a calendar month, the Executive Officer shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination (the “Compensation”).
5.2. The Company shall pay further grants a stock option-based compensation of 372,500 worth of Class A ordinary shares to be vested over 3 years, with the Executive a Salary at a rate amount of US $1,500,000 per annum or at such other rate as may awards granted and the terms and conditions thereof to be determined from time to time be agreed between by and in the Company and sole discretion of the Executivecompensation committee of the Board.
6.2 5.3. The Salary Compensation may be reviewed during the term of this Agreement by the Compensation Committee pursuant to its terms of reference after the Listing Date. Any adjustment of the Compensation shall be deemed recommended by the Compensation Committee (when applicable) and approved by the Board duly convened pursuant to accrue evenly from day to day and the articles of association of the Company.
5.4. The Executive Officer shall be payable reimbursed for all reasonable expenses (including expenses of entertainment, subsistence and travelling) properly incurred by him in arrears by equal monthly instalments the performance of his duties in accordance with the Company’s normal pay policy into a bank account nominated by the Executivethis Agreement.
6.3 5.5. The Executive shall Officer may be eligible to be considered for an annual variable performance-based Bonusreceive, which is payable in cash the sole and absolute discretion of the Company (considering such factors, as the “Bonus”Company deems appropriate in the sole, subjective judgment), a discretionary bonus. The Company’s determination of whether or not to pay the Executive Officer a discretionary bonus, the criteria therefore and the amount and timing of such bonus, if any, shall be entitled to a guaranteed minimum bonus of 100% of final and binding. If either party terminates the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of employment relationship before the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that payment date or if the Executive was employed or engaged during Officer is serving termination notice on the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonuspayment date, the Executive Officer shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December part of the relevant discretionary annual bonus.
5.6. In the event the Company becomes a NASDAQ-listed public company (or listed on an equivalent exchange), then Executive will be paid a one-time bonus year. All Bonus payments are in the amount of $100,000, subject to the terms of Aspen Holdings’ or the Company's Malus applicable withholding and Clawback Policies that are in place from time to timeother taxes.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Remuneration. 6.1 The 5.1 As remuneration for his services hereunder the Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or such emoluments and at such other rate times as are stated in Schedule 4.
5.2 In addition the Company shall reimburse all travelling, hotel and out-of-pocket expenses reasonably incurred by the Executive in or about the Company's business and with the prior approval of the board of directors of the Company and for which he provides proper receipts valid, where appropriate, for sales tax purposes.
5.3 The remuneration payable hereunder shall be inclusive of any sums to which the Executive may from time to time be agreed entitled as a director of the Company.
5.4 In the event of any variation in the remuneration payable to the Executive hereunder being made by agreement between the Company parties (and whether or not such agreement shall be evidenced by a written endorsement hereto), such variation shall not constitute a new agreement but, (subject to any express agreement to the Executivecontrary) the employment of the Executive hereunder shall continue subject in all respects to the terms and conditions of this Agreement with such variation as aforesaid.
6.2 The Salary 5.5 All remuneration payable to the Executive under this Agreement shall be deemed to accrue evenly from day to day, and any commission or bonus to which the Executive may be entitled is to be calculated on the basis that one three-hundred-and sixty-fifth part thereof was earned for each day of each accounting reference period for which such commission or bonus is payable.
5.6 In the event of termination of this Agreement and the Executive's employment hereunder for any reason whatsoever, the Company shall be entitled to deduct from any remuneration payable to the Executive on such termination (whether in arrears respect of any period before such termination or not) any monies which may at that time be owed by equal monthly instalments in accordance with the Executive to the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). 5.7 The Executive shall be entitled to a guaranteed minimum bonus of 100participate in the ▇▇▇▇▇▇▇▇ Enterprises, Inc. defined contribution pension arrangements under which the employer contribution will be no less than 15% of basic salary each year and shall also be entitled to participate in any life assurance scheme or other similar retirement benefit scheme operated by ▇▇▇▇▇▇▇▇ Enterprises, Inc. upon the Salary for terms and subject to the first bonus year conditions of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion rules of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board such schemes from time to time at its sole discretion in force in respect of and for the benefit of the Executive.
5.8 For so long as the Executive is required by the Company to live in the United Kingdom in the discharge of his duties hereunder, the benefits detailed in Schedule 10 will be communicated available to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Service Agreement (Wolseley PLC)
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 5.1 The Executive shall be eligible to be considered paid by way of remuneration for an annual variable performance-based Bonus, which is payable in cash his services during his employment hereunder a salary at the rate (the “BonusSalary Rate”). The Executive shall be entitled to a guaranteed minimum bonus ) of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”)£233,810 per annum, pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled increase pursuant to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeClause 5.2.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 11 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the
5.3 The Executive’s salary will be payable by equal monthly instalments; each monthly instalment will be in respect of a calendar month and will be paid on or before the last day of such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of a normal month’s instalments which the days of employment in that month bear to the total days in the month.
5.4 The Executive shall be eligible for a cash bonus based on an annual bonus potential of 60% during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s own performance (based upon recommendation by the Manager and the Chief Executive Officer) and the performance of the Group. As a result, the actual bonus paid in any year may be more or less than this potential amount.
5.5 The Executive will be eligible for consideration for LTIP awards issued by Holdings and future years. Any such grant, however, remains subject to the absolute discretion of the Chief Executive Officer and the Compensation Committee and the Executive shall have no guarantee of participation in any future LTIP awards. In addition, the form of any award issued under the LTIP programs may vary, but in all cases will be subject to the rules of the Aspen Insurance Holdings Limited 2013 Share Incentive Plan or replacement plans.
5.6 The Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be withheld by applicable laws or regulations.
Appears in 1 contract
Sources: Service Agreement
Remuneration. 6.1 (a) The Company Executive’s monthly gross base salary shall pay to the Executive a Salary at a rate of be US $1,500,000 per annum or at such other rate 50,000 (together with any increases thereto as may from time to time be agreed between hereinafter provided, the Company and the Executive.
6.2 “Base Salary”). The Base Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated payroll procedures in effect from time to time. All monthly payments of Base Salary shall be paid in arrears within the last five days of each calendar month.
(b) If required by the Executive.
6.3 The Company, the Executive shall be eligible agrees to be considered for an annual variable performance-based Bonus, which is payable in cash defer $20,000 per month of his base salary (the “BonusDeferred Amount”)) until the latter of the business reaching $10 million in cumulative revenues or the end of 2021. On either of the above options being reached, the Company will promptly transfer the Deferred Amount to the Executive in full. The Executive shall Base Salary may be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined increased by the Board from time to time during the Term but shall be reviewed by the Board at its sole discretion and will least annually. Starting in the second year of this Agreement, Executive’s monthly base salary shall be communicated to the Executive. All Bonus targets and payments may be subject to such conditions increased in accordance with industry standard compensation for chief executive officers so long as the Compensation Committee of Company has completed a capital raise or has the Board may in its absolute discretion decide. Save for cash flow available to do so.
(c) To the Year 1 Bonusextent that the Company does not have sufficient funds to pay Executive his Base Salary, the Executive agrees that he shall not defer the aggregate unpaid amount (the “Deferral Amount”) which will be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or registered in the Company, on 31 December of the relevant bonus year. All Bonus payments are subject ’s books as a loan given to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and. As and when the Company has additional funds from any source, the Company will pay as much of Executive’s Base Salary as possible. So long as any amount of the Executive’s Base Salary remains unpaid, the Executive will have the option to convert such amount, or part of it into shares of the Company at the average trading price of the 10 days prior to the date of the request by the Executive to exercise this option. This option will survive the Term of this agreement.
6.4.2 deductions (d) The Executive shall be eligible to participate in employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, group medical, dental and vision cover, life and permanent disability insurance, monthly car allowance, pension contributions of a minimum of 10% of the gross monthly salary and flexible-spending account plans (whether in existence as at the date hereof or withholdings to be established in the future). In the alternative the Company, at its sole discretion, having considered the suitability of Company benefits for the Executive, will provide the employee with a cash benefits allowance of not less than $7,500 gross per month to procure his own benefits, including without limitation private medical, dental and vision cover, life and permanent disability insurance, car allowance and pension provision.
(e) On the earlier of the Company’s cumulative revenues reaching $10 million (including, for the avoidance of doubt, revenue to be received by the Company in respect of orders for the Company’s products) or on account 31 March 2021, the Executive will receive a one-time payment of Tax as may $385,000 in cash or, at Executive’s option, $385,000 in shares of the Company with the shares to be required by law
6.5 The Company shall review valued at their fair market value at the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1date of issuance.
Appears in 1 contract
Sources: Service Agreement (Slinger Bag Inc.)
Remuneration. 6.1 4.1 The Company Employee shall pay to be paid for his services a salary at the Executive a Salary at a rate of US $1,500,000 GBP130,000 per annum payable by equal monthly installments on the 25th day of each month (or at on the previous working day if such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary a day falls on a weekend or bank holiday). Such salary shall be deemed to accrue evenly from day to day day. The Company shall from time to time determine the source from which the Employee's remuneration is to be paid to the Employee and except so far as otherwise so determined, the same shall be payable paid by the Company. The Employee's remuneration shall be subject to such withholding or deductions as are required by law to be made.
4.2 The Employee's basic salary shall be reviewed by the Company at least once in arrears every year, the first review to be on or about the anniversary date of his employment, and the rate of basic salary may be increased by equal monthly instalments the Company with effect from that date by such amounts as it thinks fit.
4.3 Upon the Employee's acceptance and commencement of employment with the Company and establishment of the Company's stock option plan, he will be granted an option to purchase shares of the Company representing three percent (3%) of the Company's total issued capital stock at the current fair market value on Employee's date of hire as determined by the Company, pursuant to a separate option agreement. The option shares will vest over a 4-year period (commencing on the first anniversary date of Employee's date of hire) at the rate of 25% of the option shares per year, subject to Employee's continued employment. The options will have a term of 10 years, provided Employee remains in continuous employment with the Company, and will otherwise be subject to United Kingdom and United States regulations and laws as well as the terms of the stock option plan itself. The option agreement will provide that upon a change of control of the Company (a merger, consolidation or reorganization in which the Company's stockholders cease to exercise 50% of the total combined voting power of the surviving entity, or a sale or other disposition of all or substantially all of the Company's assets), the Company will use its best efforts to effect the assumption of Employee's options under the stock option plan of the surviving or acquiring entity on equivalent terms. The Company will consider additional option grants based on Employee's performance.
4.4 The Employee will be eligible to receive a bonus ranging between 30% to 50% of his annual basic salary based on reasonable criteria, which may include the following: meeting revenue goals within cost and expense budgets, meeting roll-out schedules across Europe, meeting page view and unique visitor target goals, and developing and maintaining top level strategic relationships with key partners and content providers throughout Europe. The specific targets for Employee's bonus eligibility will be developed in accordance with the Company’s normal pay policy into 's business plan, and will be provided by way of amendment to this Agreement within sixty (60) days of the effective date of this Agreement. In the event of a bank account nominated by termination of Employee (other than termination pursuant to Section 11.1 below) in the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonusmidst of a calendar year, which is payable in cash (the “Bonus”). The Executive Employee shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the pro rata portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying based on Employee's progress towards meeting the Salary with a fractiondefined annual bonus criteria, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus reasonable determination taking into account all of the facts and Clawback Policies that are in place from time to timecircumstances surrounding such bonus criteria.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Employment Agreement (Hoovers Inc)
Remuneration. 6.1 The Employee shall be paid by the way of remuneration for his services during his employment hereunder a salary for serving as a Chief Operating Officer of the Company at the rate of (pound)130,000 per annum for the period 6 months from the Commencement Date, rising to (pound)150,000 per annum thereafter. Such salary shall pay be paid by equal monthly instalments in arrears on the last day of every month and shall accrue from day to day. Such salary shall be reviewed at the end of each financial year of the Company and shall be increased provided that the performance of the Employee in the reasonable opinion of the Board justifies such increase. Notwithstanding anything to the Executive a Salary at a rate contrary contained in the Articles of US $1,500,000 per annum Association of the Company or at of any Associated Company the Employee shall not be entitled to any other remuneration either as director or employee of the Company or any Associated Company.
6.2 Payment of salary to the Employee shall be made either by the Company or by an Associated Company and, if by more than one company, in such other rate proportions as the Board may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executivethink fit.
6.3 The Executive Employee shall not under any circumstances either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business with the Company or any Associated Company.
6.4 The Employee shall be eligible to receive up to a maximum of 4,829,577 share options in terms of the agreed stock option agreement attached as Schedule A hereto.
6.5 A cash-control and profit performance based bonus scheme will be considered for operated on an annual variable performance-based Bonus, which is payable in cash (the “Bonus”)basis commencing with fiscal year 2005 and thereafter. The Executive A bonus equal to 10% of Employee's then salary shall be entitled payable if the Associated Company and its consolidated subsidiaries, including the Company (collectively, the "Group") shall achieve 100% of the net income after tax budget targets established prior to each fiscal year by the Board. At such time as the net income after tax budget target shall equal or exceed (US) $5,000,000, such bonus shall be subject to increase on a pro-rata basis to a guaranteed minimum bonus maximum of 100% of Employee's then salary if the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus Group shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to achieve 200% of Salary. Any applicable performance metrics shall be determined the net income after tax target established by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to for such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus fiscal year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Employment Agreement (In Vivo Medical Diagnostics, Inc.)
Remuneration. 6.1 The Company shall pay to During the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and Appointment, the Executive.
6.2 's base salary will be US$600,000 (six hundred thousand United States dollars) each year during the Term (the "Salary"). The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by to the Executive, monthly in arrears.
6.3 The 6.2 During the Appointment, the Company may award the Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash incentive bonus (the “"Bonus”"). The Executive shall be entitled to a guaranteed minimum bonus of 100% Bonus will comprise two elements. The first element of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target purely discretionary and the amount of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics such Bonus shall be determined by the Compensation Committee in its sole discretion. This element of the Bonus will be calculated based on the Compensation Committee's assessment of the Executive's performance and its assessment of whether the Company has attained its material strategic and financial objectives (the "Strategic Bonus Payment"). The remaining element of the Bonus will be calculated in accordance with clause 6.3 below. The parties agree that the parameters against which the Strategic Bonus Payment will be paid (in whole or part) and the percentage of the overall Bonus which shall be constituted by the Strategic Bonus Payment will be set annually by the Compensation Committee in consultation with the Executive. Unless set otherwise by the Compensation Committee, the annual target Strategic Bonus Payment shall be US$300,000. The Bonus will be payable on a pro rata basis for each calendar year or partial calendar year of the Appointment.
6.3 The second element of the Bonus will be calculated based purely on the financial performance of the SBS Group. In determining this element of the Bonus, the amount of EBITDA budgeted for each calendar year (each a "Financial Period") in the relevant annual budget approved by the Board for the SBS Group for that Financial Period (the "Budgeted EBITDA") (as adjusted from time to time at its sole discretion and in accordance with clause 6.4) will be communicated compared against the amount of EBITDA recorded in the audited consolidated accounts of SBS (the "Actual EBITDA") which are approved by the Board for that Financial Period. The Company agrees that this element of the Bonus is payable in the amounts set out below:
(a) If Actual EBITDA is equal to Budgeted EBITDA for any Financial Period, the amount of the Bonus payable pursuant to clause 6.3 shall be equal to US$300,000 (the "Minimum Bonus Payment"). For each 1% by which the Actual EBITDA exceeds Budgeted EBITDA in any Financial Period, the amount of the Minimum Bonus Payment shall be increased by US$15,000 up to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee total maximum bonus payment of the Board may in its absolute discretion decide. Save US$750,000 (i.e. where Actual EBITDA is 30% above Budged EBITDA for the Year 1 Bonusrelevant Financial Period) and which sum includes, for the avoidance of doubt, the Minimum Bonus Payment.
(b) If Actual EBITDA for any Financial Period is no less than 95% of Budgeted EBITDA for that period (the "Threshold"), the Minimum Bonus Payment will be paid in full.
(c) Where Actual EBITDA is below the Threshold for any Financial Period, for each further 1% by which Actual EBITDA is less than the Budgeted EBITDA during that Financial Period, the Minimum Bonus Payment shall be reduced by (US$20,000) provided that if for any Financial Period, Actual EBITDA is less than 80% of Budgeted EBITDA no bonus payment under this clause 6.3 will be payable at all. For the purposes of calculating the amount by which the Minimum Bonus Payment should be increased or decreased in accordance with the provisions of this sub-clause, the percentage by which Actual EBITDA exceeds or is less than Budgeted EBITDA shall be rounded up or down to the nearest whole number (for example, 84.50% is rounded up to 85% and 84.49% is rounded down to 84%).
(d) The Executive shall not be entitled must notify the Company how he elects to receive any Bonus if he is not employed or is under notice, whether issued by within 10 (ten) business days of the date that audited consolidated accounts of SBS for any Financial Period (the "Accounts") are finalised in accordance with Article 6.3(c) below (the "Approval Date"). The strike price for any common shares of SBS which the Executive or elects to receive will be the Company, on 31 December average of the relevant bonus year. All closing price quoted for a Common Share of SBS on NASDAQ (reported in the Wall Street Journal, US Edition) over the 10 business days commencing on the Approval Date.
(e) The Company agrees that the payment of any Bonus payments are subject awarded to the terms Executive will be made within 30 (thirty) days of Aspen Holdings’ or the Company's Malus and Clawback Policies date that are the auditors confirm in place from time writing to timethe Chief Financial Officer of SBS that their audit of the Accounts for the relevant Financial Period is finalised.
6.4 The Company may deduct from (f) For the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account purposes of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1this Agreement "
Appears in 1 contract
Remuneration. 6.1 7.1 The Company shall pay to the Executive a Salary salary at a the rate of US $1,500,000 five hundred and fifty thousand pounds (£550,000) gross per annum year, effective 7 April 2008, subject to deductions for income tax and national insurance contributions. The Executive shall not be entitled to any additional remuneration for serving on the board of directors of the Parent of for serving as an officer of director of any Group Company.
7.2 The Executive’s salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the last working day of each month.
7.3 The Executive’s salary shall be reviewed once in every year. The undertaking of a salary review does not confer a contractual right (whether express or implied) to any increase in salary and the Executive acknowledges that any salary increase is at the discretion of the Company.
7.4 The Executive is eligible to participate in such other rate bonus scheme as the Group may from time to time nominate subject to the rules of such scheme as amended from time to time. The payment of any bonus together with any amount payable is at the Group’s absolute discretion and may from time to time be agreed between determined by the Company board of directors of the Parent or any committee thereof. Any bonus payment will not be part of the contractual remuneration or fixed salary hereunder. Details of the bonus scheme will be communicated to the Executive separately.
7.5 The entitlement to any bonus is conditional upon the Executive being employed and not having given notice on the last calendar day of the month in which the bonus is paid (currently March). The Executive acknowledges that the termination of the Executive’s employment whether lawful or unlawful prior to the last calendar day of the relevant period shall not in any circumstance give rise to a claim by the Executive for compensation in lieu of such bonus or compensation to cover the loss of opportunity to earn such bonus.
6.2 The Salary shall be deemed 7.6 In addition to accrue evenly from day the previous grants of options to day purchase common stock of the Parent, and shall be payable in arrears by equal monthly instalments in accordance with share of restricted stock of the Company’s normal pay policy into a bank account nominated by Parent, the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled receive options to a guaranteed minimum bonus of 100% purchase common stock of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”)Parent as set forth in Schedule 3, pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change set forth in the Salary resulting from such review will take effect from 1option notices.
Appears in 1 contract
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 5.1 The Executive shall be eligible to be considered paid by way of remuneration for an annual variable performance-based Bonus, which is payable in cash his services during his employment hereunder a salary at the rate (the “BonusSalary Rate”). The Executive shall be entitled to a guaranteed minimum bonus ) of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”)£233,810 per annum, pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled increase pursuant to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeClause 5.2.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 5.2 The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 11 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the 7816061.2 Company shall consider these factors, it shall have no obligation to take any specific action based on such factors.
5.3 The Executive’s salary will be payable by equal monthly instalments; each monthly instalment will be in respect of a calendar month and will be paid on or before the last day of such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of a normal month’s instalments which the days of employment in that month bear to the total days in the month.
5.4 The Executive shall be eligible for a cash bonus based on an annual bonus potential of 60% during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s own performance (based upon recommendation by the Manager and the Chief Executive Officer) and the performance of the Group. As a result, the actual bonus paid in any year may be more or less than this potential amount.
5.5 The Executive will be eligible for consideration for LTIP awards issued by Holdings and future years. Any such grant, however, remains subject to the absolute discretion of the Chief Executive Officer and the Compensation Committee and the Executive shall have no guarantee of participation in any future LTIP awards. In addition, the form of any award issued under the LTIP programs may vary, but in all cases will be subject to the rules of the Aspen Insurance Holdings Limited 2013 Share Incentive Plan or replacement plans.
5.6 The Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be withheld by applicable laws or regulations.
Appears in 1 contract
Remuneration. 6.1 5.1 The Company shall pay to the Executive Director during the Employment a Salary salary at a an annual rate of US $1,500,000 per annum £55,000 gross (or at such other rate sum as may from time to time be agreed between the Company and the Executive.agreed)
6.2 5.2 The Salary rate of salary shall be deemed reviewed once in each year, usually in or around 1 April by the [Company’s remuneration committee] (starting in April 2007). The review does not imply an increase. There will be no review of salary after notice has been given by either party to terminate the Employment
5.3 The salary of the Director shall accrue evenly from on a day to day basis and shall be payable in arrears paid by 12 equal calendar monthly instalments in accordance with arrears on or around the Company’s normal pay policy into a [last Thursday] of each calendar month by credit transfer to his bank account nominated by account
5.4 The remuneration payable to the Executive.
6.3 The Executive Director under this Agreement shall be eligible inclusive of any sums received or receivable as remuneration or director’s fees from any Group Company and accordingly the Director will account to be considered the Company for an annual variable performance-based Bonusany such remuneration, which is payable in cash (the “Bonus”). fees or interest
5.5 The Executive Director shall be entitled to a guaranteed minimum participate in the Company’s discretionary bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the scheme applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time (the “Bonus Scheme”). Subject to a maximum of 30% of the Director’s basic salary, the Company will determine the size and date of any bonus payment as it sees fit at its sole the discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may and with particular reference to the overall level of profitability of the Company. The Company reserves the right in its absolute discretion decideto vary the terms and/or the amount of bonus payable under the Bonus Scheme. Save for the Year 1 Bonus, the Executive shall The Director will not be entitled to receive eligible for any payment under the Bonus Scheme if he is not no longer employed or is under notice, whether issued by the Executive Company or if he is working out a period of notice (whether given by the Director or the Company, ) on 31 December of the relevant bonus year. All date that any payment under the Bonus payments are subject to Scheme is made
5.6 The Director expressly agrees that the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct make such deductions from the Salary, Bonus, salary or any other payments to due on the termination of or terms owed to during the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax Employment as may be required necessary to reimburse the Company against any liability of or incurred by law
6.5 The the Director to the Company shall review the Salary for increase at least once each yearincluding but not limited to loans, advances, relocation expenses and any change in the Salary resulting from such review will take effect from 1excess holiday payments
Appears in 1 contract
Sources: Service Agreement (MTS Medication Technologies, Inc /De/)
Remuneration. 6.1 7.1 The Company shall pay to the Executive as Chief Financial Officer a Salary salary at a the rate of US $1,500,000 four hundred and ninety thousand pounds (£490,000) gross per annum year subject to deductions for income tax and national insurance contributions and inclusive of any fees payable to him by reason of his holding any Office in any Group Company for full time employment.
7.2 The Executive’s salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the 26th of each month.
7.3 The Executive’s salary shall be reviewed once in every year. The undertaking of a salary review does not confer a contractual right (whether express or implied) to any increase in salary and the Executive acknowledges that any salary increase is at the discretion of the Company.
7.4 The Executive is eligible to participate in such other rate bonus scheme as the Group may from time to time nominate subject to the rules of such scheme as amended from time to time. The payment of any bonus together with any amount payable is at the Group’s absolute discretion and may from time to time be agreed between determined by the Group. A bonus if awarded may be in cash, shares (restricted or otherwise) of Virgin Media Inc. or options or phantom options over such shares or a mixture thereof at the discretion of the Compensation Committee. Any bonus payment will not be part of the contractual remuneration or fixed salary hereunder. Details of the bonus scheme will be communicated to the Executive separately. In respect of calendar year 2009, in determining the Executive’s pro-rated bonus the Group will have regard to the number of days worked in the Initial Period and the period of full-time employment thereafter.
7.5 The entitlement to and payment of any bonus is conditional upon the Executive being employed and not having given notice on the last calendar day of the month in which the bonus is paid (currently March). The Executive acknowledges that the termination of the Executive’s employment whether lawful or unlawful prior to the last calendar day of the relevant bonus period shall not in any circumstance give rise to a claim by the Executive for compensation in lieu of such bonus or compensation to cover the loss of opportunity to earn such bonus. In the event that the Company and improves this policy for senior executives, it will consider application of that policy to the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 7.6 The Executive shall be eligible to be considered for an annual variable performance-based Bonusparticipate in such incentive plans upon such terms, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive Parent shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place determine from time to time. The terms of the performance based restricted stock awards and options granted in connection with the commencement of employment under this Agreement are summarised in Schedule 1. The Executive will be eligible to participate in the Groups’ 2009-2011 Long Term Incentive Plan, with effect from the commencement of his employment under this Agreement. The grant made in respect of his participation will be based upon 5/6ths (i.e. £408,333) of the Executive’s base salary.
6.4 The Company 7.7 If the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct has contributed to the Group having to restate all or a portion of its financial statements the Compensation Committee of Virgin Media Inc. may deduct if it determines in its sole judgment that it is in the Group's interest to do so require reimbursement by the Executive of any payment made under any bonus scheme where: (1) the payment under that bonus scheme was predicated upon achieving certain financial results that were subsequently the subject of a restatement of Group financial statements filed with the Securities and Exchange Commission and/or the satisfaction of financial results or other performance metric criteria which the Compensation Committee subsequently determined were materially inaccurate; (2) the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct contributed to the need for the restatement and/or inaccuracy; and (3) a lower bonus payment or award would have been made to the Executive based upon the restated financial results or accurate financial results or performance metric criteria. In any such case the Compensation Committee may, to the extent permitted by applicable law, recover from the Salary, Bonus, or any other payments to or terms owed to the Executive, whether or not he remains in employment with the Group, the amount by which the Executive’s bonus payment/award for the relevant period exceeded the lower payment/award, if any:
6.4.1 money owed , that would have been made based on the restated financial results or accurate financial results or performance metric criteria. The Executive agrees that he will upon demand by the Group repay to the Company, Aspen Holdings Group the sum so demanded within 21 days of receiving the demand for payment and whether or any not he remains the employee of the Group Company by together with interest whichever is the Executive; and
6.4.2 deductions greater of 5% or withholdings for 1% above the Bank of England minimum lending rate from time to time from the date of the bonus payment or on account award to the date of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1actual repayment.
Appears in 1 contract
Remuneration. 6.1 The Company shall pay to During the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and Appointment, the Executive.
6.2 's base salary will be US$400,000.00 (four hundred thousand United States dollars) each year during the Term (the "Salary"). The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by to the Executive, monthly in arrears.
6.3 The 6.2 During the Appointment, the Company may award the Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash incentive bonus (the “"Bonus”"). The Executive shall be entitled to a guaranteed minimum bonus of 100% Bonus will comprise two elements. The first element of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target purely discretionary and the amount of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics such Bonus shall be determined by the Compensation Committee in its sole discretion. This element of the Bonus will be calculated based upon the Compensation Committee's assessment of the Executive's performance and its assessment of whether the Company has attained its material strategic and financial objectives (the "Strategic Bonus Payment"). The remaining element of the Bonus will be calculated in accordance with clause 6.3 below. The parties agree that the parameters against which the Strategic Bonus Payment will be paid (in whole or part) and the percentage of the overall Bonus which shall be constituted by the Strategic Bonus Payment will be set annually by the Compensation Committee in consultation with the Executive. The Bonus will be payable on a pro rata basis for each calendar year or partial calendar year of the Appointment.
6.3 The second element of the Bonus will be calculated based purely on the financial performance of the SBS Group. In determining this element of the Bonus, the amount of EBITDA budgeted for each calendar year (each a "Financial Period") in the relevant annual budget approved by the Board for the SBS Group for that Financial Period (the "Budgeted EBITDA") (as adjusted from time to time at its sole discretion and in accordance with clause 6.4) will be communicated compared against the amount of EBITDA recorded in the audited consolidated accounts of SBS (the "Actual EBITDA") which are approved by the Board for that Financial Period. The Company agrees that this element of the Bonus is payable in the amounts set out below:
(a) If Actual EBITDA is equal to Budgeted EBITDA for any Financial Period, the amount of the Bonus payable pursuant to clause 6.3 shall be equal to US$300,000 (the "Minimum Bonus Payment"). For each 1% by which the Actual EBITDA exceeds Budgeted EBITDA in any Financial Period, the amount of the Minimum Bonus Payment shall be increased by US$15,000 up to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee total maximum bonus payment of the Board may in its absolute discretion decide. Save US$750,000 (i.e. where Actual EBITDA is 30% above Budgeted EBITDA for the Year 1 Bonusrelevant Financial Period) and which sum includes, for the avoidance of doubt, the Minimum Bonus Payment.
(b) If Actual EBITDA for any Financial Period is no less than 95% of Budgeted EBITDA for that period (the "Threshold"), the Minimum Bonus Payment will be paid in full.
(c) Where Actual EBITDA is below the Threshold for any Financial Period, for each further 1% by which Actual EBITDA is less than the Budgeted EBITDA during that Financial Period, the Minimum Bonus Payment shall be reduced by (US$20,000) provided that if for any Financial Period, Actual EBITDA is less than 80% of Budgeted EBITDA no bonus payment under this clause 6.3 will be payable at all. For the purposes of calculating the amount by which the Minimum Bonus Payment should be increased or decreased in accordance with the provisions of this sub-clause, the percentage by which Actual EBITDA exceeds or is less than Budgeted EBITDA shall be rounded up or down to the nearest whole number (for example, 84.50% is rounded up to 85% and 84.49% is rounded down to 84%).
(d) The Executive shall not be entitled must notify the Company how he elects to receive any Bonus if he is not employed or is under notice, whether issued by within 10 (ten) business days of the date that audited consolidated accounts of SBS for any Financial Period (the "Accounts") are finalised in accordance with Article 6.3(e) below (the "Approval Date"). The strike price for any common shares of SBS which the Executive or elects to receive will be the Company, on 31 December average of the relevant bonus year. All closing price quoted for a Common Share of SBS on NASDAQ (reported in the Wall Street Journal, US Edition) over the 10 business days commencing on the Approval Date.
(e) The Company agrees that the payment of any Bonus payments are subject awarded to the terms Executive will be made within 30 (thirty) days of Aspen Holdings’ or the Company's Malus and Clawback Policies date that are the auditors confirm in place from time writing to timethe Chief Financial Officer of SBS that their audit of the Accounts for the relevant Financial Period is finalised.
6.4 The Company may deduct from (f) For the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account purposes of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1this Agreement "
Appears in 1 contract
Remuneration. 6.1 5.1 The Company shall pay to the Executive a Salary at a rate gross annual salary of US $1,500,000 per annum £130,000 (one hundred and thirty thousand pounds) (which shall accrue from day to day), less such tax and employee National Insurance contributions or at other deductions the Company is obliged or authorised to make, on or before the last day of each calendar month by credit transfer to her bank account payable by equal monthly instalments in arrears (or such other rate sum as may from time to time be agreed between agreed). The rate of salary will be reviewed annually in the first calendar quarter of each year the first such review to take place in the first quarter of 2007. There is no obligation on the Company and to increase the Executive's salary.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 5.2 The Executive shall also be eligible entitled to be considered for an annual variable performance-based Bonus, which is payable participate in cash the NetRatings Executive Bonus Plan (the “Bonus”"Bonus Plan"). The annual bonus opportunity under the Bonus Plan is up to 35% of basic salary. Under the terms of the Bonus Plan, Executives are measured against specific objectives including financial performance, divisional financial performance and individual goals. The bonus period runs from 1 January to 31 December (with the EMEA budget year running from 1 December to 31 November). Bonuses, if awarded, are paid each year in mid-March. The Executive shall be entitled to will qualify for a guaranteed pro-rated bonus payment for the 2006 bonus year. For the 2006 bonus year, the Company guarantees payment of a minimum 50 percent of the potential maximum bonus of 10035% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”)basic salary, pro-rated according to reflect the portion period worked. Further terms regarding the Bonus Plan are available from Human Resources.
5.3 Salary and any bonus payable shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or any Group Company.
5.4 Payment of salary and bonus year actually worked. The Year 1 Bonus to the Executive shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined made either by the Company or by a Group Company and, if by more than one company, in such proportions as the Board may from time to time at its sole discretion think fit.
5.5 The Executive will qualify to participate in the NetRatings Amended and Restated 1998 Stock Plan. The details of the Plan will be communicated to the Executive. All Bonus targets provided separately and payments may be subject to such conditions as the Compensation Committee all terms of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timePlan will apply.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Sources: Service Agreement (Netratings Inc)
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive 5.1 You shall be entitled to a guaranteed minimum bonus gross annual salary in the amount of 100% EUR 329.600,- to be paid in arrears in 12 equal monthly instalments.
5.2 You shall furthermore be entitled to earn in addition to 5.1 a variable remuneration according to the terms of the Salary Modine Management Incentive Plan (MIP) and Modine Long Term Incentive Plan (LTIP). The MIP as well as the LTIP are reviewed annually by the Modine Manufacturing Company Board of Directors (or a committee thereof), which reserves the right to amend the agreed targets and the rates at any time, particularly at the beginning of each fiscal year. Your target level for the first bonus year MIP is 50 %, for the LTIP the target level is fixed at 70 %, both metrics apply to your base salary. The Board of Directors (or a committee thereof) has authority over the MIP and the LTIP in all matters. Payment of the Appointment MIP or any grants of options or shares under the LTIP shall not occur until after the Board of Directors (or a committee thereof) has certified the “Year 1 Bonus”), pro-rated to reflect the portion level of achievement of the bonus year actually workedperformance goals. The Year 1 Bonus Board of Directors (or a committee thereof) retains the discretion to make negative adjustments to the final determination of any awards earned, including the authority to not pay under the MIP or LTIP even if the performance goals are met. The Board of Directors objective is to reward participation for achieving goals while creating shareholder value.
5.3 Your salary shall be calculated by multiplying the Salary with a fraction, the numerator reviewed annually. The financial and economic situation of which is the number of days that the Executive was employed or engaged during the applicable bonus year Modine and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics your personal performance shall be determined by considered. The decision whether to increase your salary shall remain in the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decideshareholder.
5.4 By payment of the above mentioned remuneration, all activities which you have to perform under this Service Contract, including your acting for subsidiaries or affiliated companies of Modine shall be compensated. Save for the Year 1 BonusIn particular, the Executive you shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeadditional compensation for overtime work.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Remuneration. 6.1 4.1 The Company shall will pay to the Executive a Salary at a rate an annual salary of US $1,500,000 per annum or at such other rate as may from time to time be agreed between CAD$265,000 (the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be “Salary”), payable in arrears by equal monthly instalments arrears, subject to the normal statutory deductions and in accordance with the Company’s normal pay policy into a bank account nominated by payroll schedule. The Company will review the Executive’s Salary each year and may, at its discretion, increase the Salary.
6.3 The 4.2 In addition to the Salary, the Executive shall will be eligible to be considered for receive an annual variable performance-based Bonus, which is payable in cash bonus (the “Bonus”), comprised of both STIP and LTIP as described below. The Board will establish, after consultation with Executive, within the first 2 months of each year, bonus terms under which the Executive shall be entitled have the opportunity to earn a guaranteed minimum target bonus of 100% of the Salary for the first bonus year of the Appointment based on salary (the “Year 1 BonusTarget STIP”) and a discretionary long-term equity-based incentive bonus per annum (the “Target LTIP”). Executive targets are currently being reviewed by a Compensation Consultant. Once the compensation philosophy is defined, prothis employment agreement will be amended with target STIP and LTIP terms. There is potential to earn a higher amount if Executive materially exceeds defined targets. The Target LTIP composition is of Stock Options, RSUs and any other long-rated term equity performance instrument the Board decides to reflect implement at a future date. The Board will discuss the portion performance of the bonus year actually workedExecutive with the Executive prior to determining the amount of the Bonus for each year. The Year 1 Bonus shall be calculated by multiplying payable not later than three months following the Salary with a fractionend of the year. Except as expressly stated otherwise in this Agreement, effective on the numerator of which is the number of days that date the Executive was employed receives or engaged during the applicable bonus year and the denominator gives notice of which is 365. Thereaftertermination of employment, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any further Bonus, other than Bonus if he in respect of a year which has ended prior to the date such notice is delivered.
4.3 GORO has adopted compensation recoupment policy or policies (and related practices), including, but not employed limited to, any policy or is under noticepolicies that may be adopted in response to applicable law (each, whether issued by a “Clawback Policy”). The Services Agreement requires the Executive or Company to assist GORO in complying with each Clawback Policy and the Company, on 31 December provisions of applicable law. The Services Agreement further permits GORO to recover payments to the relevant bonus year. All Bonus payments are Company when the payment would be subject to return under the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are or applicable law if it had been paid directly to an employee of GORO. By signing this Agreement, Executive agrees to fully cooperate with the Company in place from time assuring compliance with the Clawback Policies and the provisions of applicable law, including, but not limited to, promptly returning any compensation subject to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed recovery by GORO pursuant to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1Services Agreement.
Appears in 1 contract
Remuneration. 6.1 5.1 The Company shall pay to the Executive Employee a Salary at a rate gross salary in respect of US each Year of Employment in the Employment Period (before deduction for income taxes and other required deductions) of $1,500,000 per annum or at such other rate [—] (CAD) (as may be adjusted from time to time be agreed between time, the Company and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be “Basic Salary”) payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% payroll practices of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board Company adopted from time to time at its sole discretion and will be communicated to the Executivetime. All Bonus targets and payments may The Basic Salary shall be subject to such conditions as an annual review by the Compensation Committee of the Board may Board, which may, in its absolute discretion decidesole discretion, adjust the Basic Salary. Save for the Year 1 Bonus, the Executive The Company may elect to effect payment by way of direct deposit. The Employee shall not be entitled to overtime pay, nor to any other right or compensation in respect of any such overtime performance, except as required under the Employment Act.
5.2 The Employee shall, in respect of each Year of Employment during the Employment Period, be eligible for consideration to receive any Bonus such bonus remuneration, if he is not employed or is under noticeany, whether issued as the Board in its sole discretion may authorize[; provided that the Employee will be eligible for an annual discretionary target bonus of $[—] (CAD) for the 2013 Year of Employment, based on objectives determined by the Executive or Board]1.
5.3 The Employee shall be eligible to receive a retention bonus of $[—] (CAD), of which: (a) 50% would become payable to the CompanyEmployee on the date that is 13 months after the Effective Date; and (b) 50% would become payable to the Employee on the date that is 25 months after the Effective Date, on 31 December of in each case provided that the relevant Employee remains in continuous service with the Company through the applicable payment date, inclusive.
5.4 The Company shall provide to the Employee, in addition to Basic Salary and bonus year. All Bonus payments are remuneration, if any, the benefits provided generally to its employees, which Benefits shall be provided in accordance with and subject to the terms and conditions of Aspen Holdings’ the applicable fund, plan or arrangement relating to the Company's Malus and Clawback Policies that are Benefits in place effect from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 5.5 The Company shall review recommend to the Salary Board of Directors of Procera (the “Procera Board”) that the Employee be granted an option to purchase [—] shares of Procera’s common stock (the “Option”), having an exercise price equal to the closing price as quoted on The Nasdaq Stock 1 Only certain employees will be eligible for increase at least once each yearthis bonus. Market, Inc. on the grant date approved by the Procera Board. The Option will vest and become exercisable as follows: 25% of the shares subject to the Option shall vest on the first anniversary of the grant date and the balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments thereafter so that the Option shall be fully vested on the fourth anniversary of the grant date, provided that the Employee remains in continuous service with the Company (as defined in Procera’s applicable equity award plan, (the “Plan”)). The Option shall be governed by the terms and conditions set forth in the Plan, and any change in the Salary resulting from such review will take effect from 1applicable stock option agreement and grant document.
Appears in 1 contract
Remuneration. 6.1 5.1 The Company shall pay to the Executive Director during the Employment a Salary salary at a an annual rate of US $1,500,000 per annum £47,000 gross (or at such other rate sum as may from time to time be agreed between the Company and the Executive.agreed)
6.2 5.2 The Salary rate of salary shall be deemed reviewed once in each year, usually in or around 1 April by the [Company’s remuneration committee] (starting in April 2007). The review does not imply an increase. There will be no review of salary after notice has been given by either party to terminate the Employment
5.3 The salary of the Director shall accrue evenly from on a day to day basis and shall be payable in arrears paid by 12 equal calendar monthly instalments in accordance with arrears on or around the Company’s normal pay policy into a [last Thursday] of each calendar month by credit transfer to his bank account nominated by account
5.4 The remuneration payable to the Executive.
6.3 The Executive Director under this Agreement shall be eligible inclusive of any sums received or receivable as remuneration or director’s fees from any Group Company and accordingly the Director will account to be considered the Company for an annual variable performance-based Bonusany such remuneration, which is payable in cash (the “Bonus”). fees or interest
5.5 The Executive Director shall be entitled to a guaranteed minimum participate in the Company’s discretionary bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the scheme applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time (the “Bonus Scheme”). Subject to a maximum of 30% of the Director’s basic salary, the Company will determine the size and date of any bonus payment as it sees fit at its sole the discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may and with particular reference to the overall level of profitability of the Company. The Company reserves the right in its absolute discretion decideto vary the terms and/or the amount of bonus payable under the Bonus Scheme. Save for the Year 1 Bonus, the Executive shall The Director will not be entitled to receive eligible for any payment under the Bonus Scheme if he is not no longer employed or is under notice, whether issued by the Executive Company or if he is working out a period of notice (whether given by the Director or the Company, ) on 31 December of the relevant bonus year. All date that any payment under the Bonus payments are subject to Scheme is made
5.6 The Director expressly agrees that the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct make such deductions from the Salary, Bonus, salary or any other payments to due on the termination of or terms owed to during the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax Employment as may be required necessary to reimburse the Company against any liability of or incurred by law
6.5 The the Director to the Company shall review the Salary for increase at least once each yearincluding but not limited to loans, advances, relocation expenses and any change in the Salary resulting from such review will take effect from 1excess holiday payments
Appears in 1 contract
Sources: Service Agreement (MTS Medication Technologies, Inc /De/)
Remuneration. 6.1 5.1. During the term of this Agreement, the Executive Officer shall receive an annual salary of GBP 240,000 less applicable payroll withholding. All payments of salary hereunder shall accrue on a day-to-day basis payable in arrears on the last day of each calendar month provided that if the Appointment is terminated prior to the end of a calendar month, the Executive Officer shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination (the “Compensation”).
5.2. Subject to the completion of the Probation Period, the Executive Officer will be eligible to participate in an annual discretionary bonus program pursuant to the Company’s annual bonus plan (the “Bonus Plan”). Under the Bonus Plan, the Executive Officer shall be eligible to receive a bonus of up to 50% of the Executive Officer’s annual salary. The exact amount of the bonus payable under the Bonus Plan shall be determined based on the achievement of applicable performance metrics. The payment and performance metrics under the Bonus Plan are subject to review by the Company’s Board on a periodic basis. The Executive Officer must be continuously employed through the date of payment of the bonus in order to receive the bonus.
5.3. The Executive Officer will be entitled to equity awards as described in this Clause 5.3 subject to actual grant by the Company’s Compensation Committee of the Board. Such awards will be pursuant to the applicable plan document(s) and will be subject to other terms and conditions not inconsistent with the terms of this Agreement, including specifically Clause 6.8, established by the Compensation Committee in their sole discretion, which will be detailed in separate award agreements that the Executive Officer will receive after the award is made.
5.4. In addition to Clauses 5.1 to 5.3 above, the Employee shall, subject to the necessary approvals, including approval of the board of directors of the Company, being obtained, be entitled to receive 200,000 options pursuant to and under one of the Group’s Equity Incentive Plans, with a strike price of V▇▇▇▇’s daily stock price of the Executive Officer’s starting date to be vested over three (3) years.
5.5. The Executive Officer shall be eligible to participate in all 401(k) or UK pension benefit programs that the Company establishes and makes available to its employees from time to time. Notwithstanding the foregoing, the Company may cancel or modify the terms of any of its benefit plans and/or policies from time to time, or change benefit carriers, without further notice. For UK based employees, and after three months, the Company will auto-enroll you into a pension scheme, in accordance with the Employer’s pension auto-enrolment obligations. While participating, the Company will match 6%. While participating in the scheme, you agree to worker pension contributions being deducted from your salary. The scheme is subject to its rules as may be amended from time to time, and the Company may replace the scheme with another pension scheme at any time. For United States based employees, the employee shall be entitled to participate in the Company’s 401(k) plan. The Company shall match the employee’s contribution of 50 cents for each dollar an employee contributes, up to 6% of the employee’s pay.
5.6. For United States based employment, the Executive Officer shall be entitled to a Company provided healthcare plan. The Company will pay 80% of the monthly premiums while the employee is responsible for 20% of the monthly premiums. For UK based employment, the Executive Officer shall, during the term of this Agreement, be entitled to GBP 100 per month for the purposes of obtaining his own hospitalisation and surgical insurance plan.
5.7. The Compensation may be reviewed from time to time during the term of this Agreement by the Compensation Committee pursuant to its terms of reference. Any adjustment of the Compensation shall be recommended by the Compensation Committee (when applicable) and approved by the Board duly convened pursuant to the Executive a Salary at a rate articles of US $1,500,000 per annum or at association of the Company.
5.8. Payment of the Compensation may be made by the Company and/or by any member of the Group and if by more than one company in such other rate proportions as the Board in its absolute discretion may from time to time think fit. Payment of the Compensation shall also be agreed between the Company and the Executive.
6.2 The Salary shall subject to such statutory deductions and/or withholdings, including but not limited to, any employee WPS contributions, as may be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments required in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, which is payable applicable legislation in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board force from time to time at its sole discretion and will be communicated to any withholdings for purposes of performing tax clearance with the Executive. All Bonus targets HM Revenue and payments may be subject to such conditions as the Compensation Committee Customs of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeUnited Kingdom.
6.4 5.9. The Company may deduct from the SalaryExecutive Officer shall be reimbursed for all reasonable expenses (including expenses of entertainment, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company subsistence and travelling) properly incurred by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change him in the Salary resulting from such review will take effect from 1performance of his duties in accordance with this Agreement.
Appears in 1 contract
Remuneration. 6.1 The 3.1 As remuneration for his services hereunder, the Company shall pay to the Executive a Salary salary at a the rate of US the British pound equivalent of one million five hundred thousand dollars ($1,500,000 1,500,000) per annum or at such other rate as may from time to time (which shall be agreed between the Company payable in U.S. dollars and the Executive.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be day) payable in arrears by equal monthly instalments on the last day of each month such salary being inclusive of any fees to which the Executive may be entitled as a director of the Company or of any Associated Company. The said salary shall be reviewed by the Company from time to time. While a review does not imply any entitlement to an increase, the salary payable to the Executive may be increased with effect from any such review date.
3.2 At its absolute discretion, the Company may pay the Executive a bonus of such amount, at such intervals, and subject to any such conditions as it may determine from time to time. Any bonus payment to the Executive shall be purely discretionary and shall not form part of your contractual remuneration under this agreement. If the Company makes a bonus payment to you in accordance with respect of a particular financial year of the Company, it shall be under no obligation to make subsequent bonus payments in respect of subsequent financial years.
3.3 At its absolute discretion, the Company may award the Executive certain project milestone bonuses based upon the Company’s normal pay policy into a bank account nominated or any Associated Company’s achievement of significant milestones with respect to the development of natural gas liquefaction and export facilities or the sale and purchase of liquefied natural gas, as determined by the ExecutiveCompany from time to time (each a “Milestone Bonus”). Upon the Company’s determination that a Milestone Bonus has been achieved, such Milestone Bonus will be paid to the Executive either in a lump sum within thirty (30) days following the achievement date (where so specified in Schedule 1 attached hereto) or in four (4) equal instalments over a twelve (12)-month period from the achievement date, with the first installment paid on a regular payroll cycle pay date occurring within forty-five (45) days of the achievement date and the remaining three (3) installments paid on a regular payroll cycle pay date that is approximately three (3) months following the prior payment date. Payment of any instalment of a Milestone Bonus is subject to your continued employment with the Company through each applicable payment date and you not being under notice (either given or received) or subject to disciplinary proceedings through the relevant date of payment. The decision to provide any Milestone Bonus and the amount, timing of payment, and terms of any Milestone Bonus shall be in the sole and absolute discretion of the Company. Milestone Bonuses awarded to you prior to the Effective Date that are outstanding (but not yet due and payable) and unpaid as of the Effective Date are described on Schedule 1 attached hereto.
6.3 3.4 From time to time following the Effective Date the Executive may receive additional incentive compensation awards which are paid over an extended period to promote long-term continued service with the Company (each, a “Strategic Recognition Award”). Each Strategic Recognition Award is payable in equal quarterly installments over a four (4)-year period, subject to the Executive’s continued employment with the Company through each applicable payment date. The decision to provide a Strategic Recognition Award and the amount, timing of payment, and terms and conditions of any such Strategic Recognition Award shall be in the sole and absolute discretion of the Company. Strategic Recognition Awards awarded to the Executive prior to the Effective Date are described on Schedule 1 attached hereto.
3.5 During the term of this Agreement, the Executive shall be eligible to be considered for an annual variable performanceparticipate in Company’s or its affiliate’s omnibus long-based Bonusterm incentive plan or any successor plan, which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are such plan as may be in place effect from time to time, as determined by the Board of Directors of Venture Global, Inc. (the “Board”) in its discretion.
6.4 The 3.6 Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company may deduct from the Salary, Bonus, or any other payments to its affiliate providing for clawback or terms owed recoupment of amounts that were paid to the Executive, any:including any such policies required to be adopted under applicable law. The Company or the Board, as applicable, will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
6.4.1 money owed 3.7 The Company or its affiliate, as applicable, shall maintain director’s and officer’s insurance for the benefit of the Executive on terms reasonably available in the commercial insurance market.
3.8 All bonus payments described in this clause 3 will be subject to appropriate income tax and employee national insurance contribution deductions. In addition, all bonus payments are non-pensionable.
3.9 For the purposes of the Employment Rights Act 1996 and otherwise the Executive hereby consents to the Company, Aspen Holdings deduction of any sums owing by him to the Company at any time from his salary or any Group other payment due from the Company to the Executive and the Executive hereby also agrees to make any payment to the Company of any sums owed by him to the Company upon demand by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1time.
Appears in 1 contract
Remuneration. 6.1 The 8.1 During his appointment the Company shall pay to the Executive a Salary basic salary at a the rate of US $1,500,000 150,000(British Pounds Sterling) (US$262,000) per annum or at such other rate as may from time to time be agreed between the Company and the Executive.
6.2 The Salary which shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with respect of the Company’s normal pay policy into current month, on or before the last day of each month or the nearest working day thereto and shall be subject to all lawful deductions. The salary shall be deemed to include any fees receivable by the Executive as a bank account nominated Director of the Company or any Group Companies. The Executive's salary shall be reviewed 90 days before each anniversary of the Commencement Date by the Compensation Committee. For the avoidance of doubt, remuneration shall not be reduced without the prior written consent of the Executive.
6.3 The 8.2 For the purposes of the ERA the Executive authorises the Company at any time during his employment, and in any event upon termination howsoever arising, to deduct from the Executive's remuneration under this Agreement any sums from time to time owed by him to the Company or any Group Company, including but not limited to any outstanding loans, advances, excess holiday, the cost of repairing any damage or loss of the Company's property caused by the Executive (and of recovering it) and any other monies owed by the Executive to the Company.
8.3 Any benefits provided by the Company or any Group Company to the Executive which are not expressly referred to in this Agreement shall be eligible to be considered for an annual variable performance-based Bonus, which is payable in cash (regarded as ex gratia and made at the “Bonus”). absolute discretion of the Company and shall not confer any contractual entitlement upon the Executive.
8.4 The Executive shall be entitled to receive the sum of 140,000(British Pounds Sterling) subject to all lawful deductions, by way of a guaranteed sign-on bonus. This sign-on bonus will be paid to the Executive within 60 days of the Commencement Date.
8.5 In addition to the bonus at clause 8.4 above, the Executive shall be entitled to an annual bonus which shall be based on performance targets and measures to be agreed in writing between the Executive and the Compensation Committee in advance of the commencement of the year for which such performance measures and targets shall be in place. For the first year of this Agreement, the performance measures and targets will be established within 60 days of the Commencement Date. The bonus shall be a minimum bonus of 10075% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon basic salary and a target maximum of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may 's basic salary in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus given year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time.
6.4 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1
Appears in 1 contract
Remuneration. 6.1 3.1 The Company shall will pay to the Executive a Salary at a rate of US $1,500,000 per annum or at such other rate the remuneration as may from time to time set out in Schedule 1.
3.2 Any variation in the remuneration as set out in the Schedule 1 will be agreed between confirmed in writing by the Company and Company.
3.3 The Executive acknowledges that the Executive’s remuneration includes an amount in consideration of the Executive agreeing to be bound by the restraints in clause 14.
6.2 3.4 The Salary shall remuneration will be deemed to accrue evenly from day to day and shall be payable paid partly in arrears by equal monthly instalments in accordance with the Company’s normal pay policy on a fortnightly basis into a bank account nominated by the Executive. Payment will be made on or about the Wednesday of each fortnight.
6.3 3.5 Except as expressly provided for in this Agreement, the Executive acknowledges and agrees that the Executive’s remuneration is paid in full satisfaction of any and all entitlements legally payable to the Executive, including penalties, loadings, and allowances, including in respect of overtime and work outside of ordinary hours.
3.6 The Executive shall be eligible to be considered for an annual variable performance-based Bonus, Company will pay the statutory superannuation entitlement which is payable in cash (the “Bonus”). The Executive shall be entitled to a guaranteed minimum bonus of 100currently 9.5% of the Salary Executive’s total remuneration or the maximum contribution base, whichever is the lesser, or any other level required by law from time to time to a superannuation fund nominated by the Executive.
3.7 The Executive may elect to salary package the Executive’s remuneration with the agreement of the Company, provided that the total cost of the Executive’s remuneration to the Company will not increase due to any salary packaging arrangement including any fringe benefits tax payable by the Company.
3.8 Short Term Incentive Scheme (STI) –
(a) Each financial year the Company will offer an annual cash based STI to the Executive with a target amount of fifty percent (50%) of the FAR. The amount of STI payable relative to the target will be subject to the achievement of specified performance conditions set by the Board.
(b) The board will, with input from the Executive, set the performance conditions for the first STI scheme at the beginning of each financial year. The Board will award the bonus year in respect of the Appointment STI Scheme based upon performance against the conditions.
(c) When a bonus is awarded to the “Year 1 Bonus”)executive under the STI scheme, it will be paid within 60 days of the annual audited accounts becoming available.
(d) If the executive ceases employment with the company, the STI will be payable pro-rated to reflect rata on the portion of the bonus financial year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for the Year 1 Bonus, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to timeemployed.
6.4 3.9 The Company may deduct from the Salary, Bonus, or any other payments to or terms owed to the Executive, any:
6.4.1 money owed to the Company, Aspen Holdings or any Group Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall will review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1executive’s remuneration annually.
Appears in 1 contract
Remuneration. 6.1 The Company shall pay to the Executive a Salary at a rate of US $1,500,000 Your basic salary will be £215,592.60 gross per annum or at such other rate as may from time subject to time all normal deductions. Your salary will be agreed between the Company paid on a monthly basis in arrears direct into your bank account and the Executiveincludes director's fees payable to you.
6.2 The Salary shall be deemed to accrue evenly from day to day and shall be payable in arrears by equal monthly instalments in accordance with the Company’s normal pay policy into a bank account nominated by the Executive.
6.3 The Executive shall You will be eligible to be considered for an annual discretionary bonus under the terms of the Company’s variable performancecompensation plan. The discretionary bonus that may be awarded under the current plan is targeted at 35% of your annual base salary per annum at plan (pro-based Bonus, which is payable in cash rated according to your date of hire) (the “Annual Target Bonus”). ) .
(a) The Executive shall be entitled to a guaranteed minimum Company will determine the amount of any bonus of 100% of the Salary for the first bonus year of the Appointment (the “Year 1 Bonus”), pro-rated to reflect the portion of the bonus year actually worked. The Year 1 Bonus shall be calculated by multiplying the Salary with a fraction, the numerator of which is the number of days that the Executive was employed or engaged during the applicable bonus year and the denominator of which is 365. Thereafter, the Executive's Bonus will be based upon a target of 150% of Salary, with a maximum bonus potential of up to 200% of Salary. Any applicable performance metrics shall be determined by the Board from time to time at its sole discretion and will be communicated to the Executive. All Bonus targets and payments may be subject to such conditions as the Compensation Committee of the Board may in its absolute discretion decide. Save for based on such factors as the Year 1 BonusCompany considers, the Executive shall not be entitled to receive any Bonus if he is not employed or is under notice, whether issued by the Executive or the Company, on 31 December of the relevant bonus year. All Bonus payments are subject to the terms of Aspen Holdings’ or the Company's Malus and Clawback Policies that are in place from time to time, to be appropriate, which may include matters such as your meeting objectives that are mutually agreed upon by you and your manager, Aimmune’s performance against Board of Director approved annual company goals, retention requirements and your conduct.
6.4 (b) Any bonus will be paid on such date as the Company in its absolute discretion decides.
(c) Save where indicated otherwise in Appendix 1, no bonus will be paid if, for whatever reason, as at the date on which a bonus might otherwise have been payable: • you are not employed by us, • you have been given notice of termination of employment, • you have given us notice of termination of employment, and/or • you are under investigation and/or subject to disciplinary proceedings in relation to any wrong-doing or potential wrong-doing.
(d) Any bonus is not part of your contractual remuneration and is not pensionable.
(e) Any variable compensation paid will be subject to normal payroll deductions to the terms and conditions of the Company’s variable compensation plan in force from time to time. The specifics of the plan will be reviewed with you during orientation.
(f) Your entitlement to participate in any variable compensation plan set up by the Company is subject to the rules of the relevant plan in force from time to time. You may be paid variable compensation pursuant to the plan in existence at that time, but the structure of the plan, the payment of any variable compensation, and whether that payment and any future payment should be made, is and shall always be at the absolute discretion of the Company.
(g) The fact that the Company pays you a bonus in one year does not mean that you will receive a bonus in any later year and you should not expect this.
(h) Any discretionary bonus shall not and is not to be regarded as a contractual entitlement under any circumstances.
(i) The Company reserves the right, exercisable at its absolute discretion, to amend the rules of variable compensation plan and/or to withdraw any (or all) such benefits, without providing any replacement.
(j) The Company may defer payment of the whole or part of any bonus and/or impose conditions in relation to forfeiture and/or clawback.
6.3 Without prejudice to any other rights open to the Company, you agree that the Company may deduct from the Salary, Bonus, your salary or any other payments payment due to you from the Company, including any payment due to you on termination of your employment, any such sums properly due from you to the Company. Such sums include, without limitation, repayment of any loans or advances made to you by the Company (including advances on expenses); repayment of overpaid National Insurance contributions or taxes; repayment of any overpaid holiday pay, salary or benefits; the cost of any damage to or terms owed loss of the Company’s property caused by you; where you have been unable to perform your duties under this Agreement due to an accident caused by a third party, an amount equal to the Executiveamount of any damages you recover from a third party in respect of that accident capped at an amount equal to the salary and benefits you have received from the Company in respect of any period of absence to which the damages relate. The Company is entitled to set off any such overpaid remuneration against subsequent salary payments due to you. If, any:
6.4.1 money owed on the termination of your employment, your final payment of wages is not sufficient to meet any debt due from you to the Company, Aspen Holdings you agree that you will repay the outstanding balance to the Company within one calendar month of the date of termination of your employment, such payment to be made as agreed with the Company.
6.4 In addition to your remuneration, you will be reimbursed all reasonable expenses properly incurred by you and authorised by your line manager upon production of receipts or any Group other evidence for them as the Company by the Executive; and
6.4.2 deductions or withholdings for or on account of Tax as may be required by law
6.5 The Company shall review the Salary for increase at least once each year, and any change in the Salary resulting from such review will take effect from 1reasonably require.
Appears in 1 contract
Sources: Uk Employment Agreement (Aimmune Therapeutics, Inc.)