Compensation Package Sample Contracts

INC Research Holdings, Inc. – Via EMAIL DATE: March 20, 2018 TO: Jason Meggs FROM: Alistair Macdonald SUBJECT: Interim CFO Compensation Package (May 9th, 2018)
Atlanticus Holdings Corp. – Outside Director Compensation Package (November 14th, 2017)

Effective January 1, 2018, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

Bandwidth Inc. – March 1, 2017 Henry R. Kaestner Dear Henry: Bandwidth.com, Inc. (Bandwidth) Is Pleased to Continue Your Employment, Which Has Continued Since June 16, 2009. This Is a Full-Time Regular Employee Position, Exempt From the Overtime Statues Under the Fair Labor Standards Act. The Following Outlines Your Continued Compensation Package, Which Has Remained as Described Below Since June 16, 2009: Salary (October 13th, 2017)

This is a full-time regular employee position, exempt from the overtime statutes under the Fair Labor Standards Act. Your salary is $100,000 on an annualized basis.

Energizer Holdings, Inc. – STRICTLY PRIVATE AND CONFIDENTIAL August 8, 2017 Dear Tim, It Is My Pleasure to Offer You the Position of Chief Financial Officer With an Effective Date of August 10, 2017. Please Review the Attached Table Detailing Your Compensation Package Details. As You Are Aware, This Position Will Report to the Chief Executive Officer. In Addition to the Compensation Listed in the Attached Table, You Will Remain Eligible to Participate in the Same Benefits for Which You Are Currently Enrolled Such as Executive Financial Planning and Executive SIP. (August 10th, 2017)

This letter is not intended to establish a contract of employment nor does an acceptance create a contract of employment.

Old Point Financial Corporation – May 23, 2017 Dear Laurie, We Are Pleased That You Have Accepted the Position as a Temporary Employee - Accounting for Old Point National Bank. Below Are Details of Your Compensation Package That We Previously Discussed. (May 23rd, 2017)

Your employment with our company is "at will", which means that either you or the Company may terminate the relationship at any time. Neither this letter nor any other oral or written representations may be considered a contract for any specific period of time.

Summary of Compensation Package - Effective April 1, 2017 (April 27th, 2017)
Summary of Compensation Package (February 10th, 2017)
Atlanticus Holdings Corp. – Outside Director Compensation Package (November 14th, 2016)

Effective January 1, 2017, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

Senior Vice President, Operations Compensation Package (October 5th, 2016)

Participation in the Incentive Compensation Plan including cash bonuses and stock options and grants in accordance with an Officer position. Current annual incentive compensation at this level is a target bonus of 65% of Base Salary with a maximum of 162.5% of Base Salary.

Vista Outdoor Inc. – Dear Bob, Congratulations! It Is Our Pleasure to Confirm Our Offer for the Position of President of Shooting Sports Reporting to Mark DeYoung, Chairman & Chief Executive Officer of Vista Outdoor. Your Anticipated Start Date Is May 9, 2016. Your Compensation Package Includes a Base Salary Annualized at $375,000 Per Year, Less Applicable Deductions and Withholdings. (April 29th, 2016)

This offer includes Personal Time Off (PTO), which will accrue in even increments each pay period up to a total of 160 hours per full calendar year.

Vista Outdoor Inc. – Dear Kelly, Congratulations! It Is Our Pleasure to Confirm Our Offer for the Position of President of Outdoor Products Reporting to Mark DeYoung, Chairman & Chief Executive Officer of Vista Outdoor. Your Anticipated Start Date Is January 4, 2016. Your Compensation Package Includes a Base Salary Annualized at $375,000 Per Year, Less Applicable Deductions and Withholdings. (December 17th, 2015)

This offer includes Personal Time Off (PTO), which will accrue in even increments each pay period up to a total of 160 hours per full calendar year.

Atlanticus Holdings Corp. – Outside Director Compensation Package (November 13th, 2015)

Effective January 1, 2016, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

Strictly Private & Confidential Subject: Compensation Package (October 2nd, 2015)

This document (the "Addendum") is the only contractual source of your compensation package and entirely replaces and supersedes sections 2, 3 and 4 of your employment contract of July 1st, 2012 (the "Contract") and the entire addendum to the Contract executed on January 24th, 2013 including its annexes.

August 14, 2015 Don Miller Dear Don: (August 17th, 2015)

It is with great pleasure that we offer you the position of Senior Vice President and CFO effective August 14, 2015. You will report directly to me in this role. This offer is based on the terms and conditions set forth in Exhibit A which is attached and supersede any and all prior terms and conditions applicable to any former offer or arrangement between the Company and you.

Summary of 2015 Compensation Package (July 28th, 2015)
March 30, 2015 To: Issachar Ohana, EVP WW Sales From: Gideon Wertheizer, CEO Re: 2015 Incentive Plan This Document Outlines Your Incentive Plan for 2015. The Rules and Guidelines for the Plan Are Contained Herein. (April 1st, 2015)
Amended and Restated Non-Employee Director Compensation Package Effective January 1, 2015 (March 2nd, 2015)

Date of grant is date of election to the Board or first day of the next open trading window if the date of election occurs during a closed-window period.

Atlanticus Holdings Corp. – Outside Director Compensation Package (November 14th, 2014)

Effective January 1, 2015, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

Vitae Pharmaceuticals – Jeffrey S. Hatfield Chief Executive Officer (August 12th, 2014)

I am delighted to confirm my verbal offer to you to join Vitae Pharmaceuticals as our Chief Scientific Officer, reporting directly to me.

Vitae Pharmaceuticals – Prospect Venture Partners February 25, 2004 HIGHLY CONFIDENTIAL TO BE READ BY ADDRESSEE ONLY Dear Jeff: (August 12th, 2014)

As you are no doubt aware, all of us have greatly enjoyed our interactions with you and have developed a deep respect for your talents. As such we are delighted to convey this offer to join Concurrent Pharmaceuticals as its President and Chief Executive Officer. We believe that you will be an outstanding CEO and that Concurrent, with the addition of the ART assets and your leadership, has tremendous growth potential. We sincerely look forward to working with you and, as such, on behalf of the Board of Directors, we would like to officially extend an offer of employment to you to become the President, Chief Executive Officer and member of the Board of Directors.

June 4, 2014 John Briscoe [Personal Address Redacted] Dear John: (June 6th, 2014)

It is with great pleasure that we offer you the position of Senior Vice President and Chief Financial Officer with Bristow Group reporting to Jonathan Baliff, CEO. This offer is based on the terms and conditions set forth in Exhibit A which is attached.

Big Lots, Inc. Nonemployee Director Compensation Package and Share Ownership Requirements May 30, 2013 (April 1st, 2014)

Under the minimum share ownership requirements applicable to all non-employee directors and senior executives, each director must, at a minimum, own common shares having an aggregate value equal to four times (4x) his or her annual Board retainer (as is in effect at the time compliance with the requirements is evaluated). Each existing director will be required to meet the requirements on the date of the 2013 annual meeting of shareholders and at subsequent annual meetings. A newly elected director will be required to meet the requirements on the date of the first annual meeting following the fifth anniversary of his or her election. Shares counted toward these requirements include common shares held directly or through a broker, unvested restricted stock, and vested but unexercised in-the-money stock options4.

January 30, 2014 To: Issachar Ohana, EVP WW Sales From: Gideon Wertheizer, CEO Re: 2014 Incentive Plan This Document Outlines Your Incentive Plan for 2014. The Rules and Guidelines for the Plan Are Contained Herein. (February 4th, 2014)
Atlanticus Holdings Corp. – Outside Director Compensation Package (November 12th, 2013)

Effective January 1, 2014, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

BioAmber Inc. – Summary of Compensation Package for Mr. Kurt Briner (May 2nd, 2013)

On June 14, 2012 the board of directors (the Board) of BioAmber Inc. (the Company) approved the following compensation package for Mr. Kurt Briner for his service as an independent director of the Board:

BioAmber Inc. – Summary of Compensation Package for Mr. Heinz Haller (May 2nd, 2013)

On June 14, 2012 the board of directors (the Board) of BioAmber Inc. (the Company) approved the following compensation package for Mr. Heinz Haller for his service as an independent director of the Board and a Chairman of a committee of the Board:

BioAmber Inc. – Summary of Compensation Package for Mr. Raymond Land (May 2nd, 2013)

On June 14, 2012 the board of directors (the Board) of BioAmber Inc. (the Company) approved the following compensation package for Mr. Raymond Land for his service as an independent director of the Board, Chairman of the Board and a Chairman of a committee of the Board:

Summary of 2013 Compensation Package (April 30th, 2013)
Summary of 2013 Compensation Package (April 30th, 2013)
Summary of 2013 Compensation Package (April 30th, 2013)
Atlanticus Holdings Corp. – Outside Director Compensation Package (February 25th, 2013)

Effective January 1, 2013, Atlanticus Holdings Corporation (the "Company") will pay each outside director who is independent in accordance with the NASDAQ and SEC rules governing director independence (an "Eligible Director") the following for service to the Company:

January 30, 2013 To: Issachar Ohana, EVP WW Sales From: Gideon Wertheizer, CEO Re: 2013 Incentive Plan This Document Outlines Your Incentive Plan for 2013. The Rules and Guidelines for the Plan Are Contained Herein. (February 5th, 2013)
Mplx Lp – Mplx Gp Llc Non-Management Director Compensation Policy and Director Equity Award Terms (October 9th, 2012)

Directors of MPLX GP LLC (the Company) who are not employed by the Company or one of its subsidiaries or affiliates (Non-Management Directors) shall receive compensation for their services on the Board of Directors of the Company (the Board) and related committees as set forth below.

May 23, 2012 Mary Boland San Francisco, CA 94105 Dear Mary, I Am Pleased to Offer You the Position With American Eagle Outfitters, Inc. Or One of Its Subsidiaries or Affiliates (Collectively, the "Company") of Chief Financial Officer and Administrative Officer, Reporting to Me, Robert Hanson, Chief Executive Officer. The Following Summarizes Your Total Compensation Package, Including Our Benefits Program, Which Proudly Reflects the Value We Place on Our Associate Family. (June 1st, 2012)

This offer letter and the terms of our offer are highly confidential. You agree to keep this offer and its terms confidential and you will not disclose the offer or its terms to any third party (excluding your spouse, lawyer, tax advisor or pursuant to court order). You understand that if you breach this provision the offer will be automatically revoked and the Company will have no obligation to you.

Openwave Systems Ltd – 2100 Seaport Boulevard Redwood City, California 94063 USA Tel: 1 650 480 8000 Fax: 1 650 480 8100 March 2,2012 (March 28th, 2012)

If you should accept such offer then, in recognition of the services you have provided to the Company during your tenure as a member of the Board, if you should resign on or before March 31, 2012, effective as of the date of your resignation, (1) all of your unvested stock options and restricted stock awards, as set forth on your Personnel Grant Status Summary attached hereto as Exhibit A, shall immediately vest and (2) the post-termination exercise period for your stock options shall be extended for an additional fifteen (15) months such that your post-termination exercise period shall be for a period of eighteen (18) months.