Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive. B. Executive shall also be entitled to a bonus, from time to time, depending upon Executive's performance and achievement of specific goals, which bonuses shall be payable in cash, options, and common stock of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority of the Board. C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C. D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement"). F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company. G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club). H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time determined in accordance with the vacation policies of the Company from time to time in effect. I. No additional compensation (above the compensation referred to in this Section 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00200,000) per annumannum (“Base Salary”), less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's ’s payroll policies in effect from time to time. The Compensation Committee of the Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall may also be entitled to a bonusreceive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's ’s performance and achievement of specific goals, and upon the profitability of the Company, which bonuses shall may be payable in cash, options, and common stock stock, in the discretion of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority Compensation Committee of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C..
D. In addition to the amounts set forth above, for the term of Executive's ’s employment, the Company agrees to provide to Executive, at the Company's ’s sole expense, health insurance coverage for Executive (with any such coverage for Executive's ’s dependents, if desired by Executive, to be provided at the Company's ’s sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expenseprovide or reimburse Executive (up to $3,500 in annual premiums, life insurance coverage on Executive's ’s life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's ’s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such calendar year for any used vacation time. Such cash payment will be calculated based upon Executive’s Base Salary for the calendar year in which such unused vacation time occurred.
I. F. Executive shall also be entitled to a vehicle allowance of $750 per month, only when a company vehicle is not provided.
G. No additional compensation (above the compensation referred to in this Section Paragraph 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO ONE HUNDRED EIGHTY THOUSAND AND NO/100THS DOLLARS ($200,000.00180,000) per annumannum (“Base Salary”), less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's ’s payroll policies in effect from time to time. The Compensation Committee of the Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall may also be entitled to a bonusreceive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's ’s performance and achievement of specific goals, and upon the profitability of the Company, which bonuses shall may be payable in cash, options, and common stock stock, in the discretion of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority Compensation Committee of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C..
D. In addition to the amounts set forth above, for the term of Executive's ’s employment, the Company agrees to provide to Executive, at the Company's ’s sole expense, health insurance coverage for Executive (with any such coverage for Executive's ’s dependents, if desired by Executive, to be provided at the Company's ’s sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's ’s sole expense, life insurance coverage on Executive's ’s life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's ’s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such calendar year for any used vacation time. Such cash payment will be calculated based upon Executive’s Base Salary for the calendar year in which such unused vacation time occurred.
I. F. Executive shall also be entitled to a vehicle allowance of $800 per month.
G. No additional compensation (above the compensation referred to in this Section Paragraph 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As (a) The Corporation shall pay the Executive as compensation for the his services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthlyhereunder, in equal installmentssemi-monthly or bi-weekly installments during the Term, in arrearsthe sum of Two Hundred Fifty Thousand Dollars ($250,000) per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and otherwise in accordance with the Company's payroll policies in effect from time to timeregulations. The Board will Corporation shall review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary Base Salary on an annual basis and shall increase such Base Salary, not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten less than five percent (105%) per annum, whichever is greatestin its discretion. Additionally, if The Corporation has no right to decrease the Company's common stock or other securities are ever registered on or offered for sale Base Salary.
(b) In addition to the public on a nationally recognized securities exchangeBase Salary set forth in Section 4(a) above, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. the Executive shall also be entitled to a bonussuch bonus compensation, defined in Appendix A.
(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses necessarily incurred performance of his duties, hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Corporation.
(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, fully pay for disability insurance plan, key man insurance if required by the board, hospitalization, and group health and benefit plan, including dental plans and all other benefits and plans as the Corporation provides to its senior executives (the “Benefit Plans”). The Corporation will pay one hundred percent (100%) of all costs associated with the Executive’s Benefit Plans and it will reimburse an allowance of $1,000 per month for auto expenses.
(e) During the Employment Term, the Executive shall be entitled to participate in all of the Company’s perquisite plans, programs and arrangements that are generally provided by the Company to other senior executives from time to time, depending upon Executive's performance including, without limitation, the provision of financial and achievement of specific goals, which bonuses shall be payable in cash, options, and common stock of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority of the Boardtax planning assistance.
C. (f) Executive shall be authorized eligible for such grants of stock options (“Options”) or awards of restricted stock (“Restricted Stock”), as defined in Appendix A, under the Corporation’s equity compensation plans as the Board of Directors shall determine, provided however without limiting the generality of the foregoing, the Corporation shall grant the Executive options, as defined in Schedule A, as early as practicable after the date hereof. The Corporation shall execute and deliver an award agreement (the “Award Agreement”) for the Options to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by the Executive in performing his duties and carrying out as soon as practicable thereafter.
(g) To facilitate the performance of Executive’s responsibilities hereunder, including business mealsduring the Term, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related Corporation shall continuously make available to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C.
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expenseCorporation’s expense a laptop, health insurance coverage for Executive (with any iPad and iPhone or such coverage for Executive's dependents, if desired by Executive, to other electronic equipment as may be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms reasonably acceptable to the Company, at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to timeExecutive.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time determined in accordance with the vacation policies of the Company from time to time in effect.
I. No additional compensation (above the compensation referred to in this Section 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Sources: Employment Agreement (First Choice Healthcare Solutions, Inc.)
Compensation of Executive. A. As compensation for the services and duties performed and Executive is to be performed by Executive as provided in perform under this Agreement, the Company Tanox agrees to pay Executive a base salary in the amount (“Base Salary”) of TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00) 330,000 per annum, less applicable withholding, F.I.C.A., withholding and other lawful deductions, such salary to be payable semi-monthly, monthly in equal installments, in arrears, and otherwise in accordance with the Company's Tanox’s payroll policies in effect from time to time. The Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. In February of each year, Executive shall also be entitled to eligible for a bonus, from time to time, depending upon Executive's performance and achievement of specific goals, which bonuses shall be payable in cash, options, and common stock of the Company. A bonus of up to fifty percent 40% (50%the “Target Bonus Percentage”) of Executive's base salary may be determined by ’s Base Salary. The Board’s Compensation Committee will determine, in its sole discretion, based on the President Company’s performance and Chief on Executive’s performance, whether to pay Executive Officera bonus and, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority if so, what amount of the BoardTarget Bonus Percentage Executive will receive.
C. In February 2006, Tanox granted Executive a non-qualified option to acquire 100,000 shares of Tanox common stock at an exercise price equal to the closing share price on the date of grant. Additionally, based on the Company’s performance and on Executive’s performance, the Board’s Compensation Committee may, at its sole discretion, grant Executive Company stock or stock options in a separate written agreement at any time the Board’s Compensation Committee chooses to do so. This Agreement does not extinguish any previous written stock option agreements between Executive and the Company; however, it modifies any previous written stock option agreements as provided in Paragraph 7 of this Agreement.
D. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive incurs in performing his Executive’s duties and carrying out the responsibilities hereunderunder this Agreement, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the Tanox’s applicable policies, practices practices, and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company the Company’s policies. .
E. During Executive’s employment with the Company, Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose 28 days of incurring the expenses referenced in this Paragraph C.
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive annual personal time off (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense“PTO”) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only determined in accordance with the terms and conditions of such plans as they may be amended Company’s PTO policies in effect from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of F. During Executive’s employment with the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall will be entitled to four (4) weeks of annual vacation time determined eligible for Tanox employee benefits in accordance with the vacation policies of the Company Company’s employee benefit plans in effect from time to time in effecttime.
I. G. During September 2006, the Board’s Compensation Committee will, at its sole discretion, review Executive’s performance and consider appropriate adjustment to Executive’s compensation. Additionally, the Board’s Compensation Committee may, from time to time, when it deems appropriate, consider and make appropriate adjustments to any aspect of Executive’s compensation by providing Executive written notice of the adjustment; provided that the amount of compensation shall not be less than that set forth in Paragraphs 5.A. and 5.B. Only the Board’s Compensation Committee will have the authority to adjust Executive’s compensation and this authority is at the Board Compensation Committee’s sole discretion.
H. No additional compensation (above except the compensation referred to referenced in this Section Agreement Paragraph 5) shall be due or payable by the Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may Board’s Compensation Committee may, in its sole discretion, determine from time to time.
Appears in 1 contract
Sources: Employment Agreement (Tanox Inc)
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO ONE HUNDRED EIGHTY FIVE THOUSAND AND NO/100THS DOLLARS ($200,000.00185,000) per annumannum (“Base Salary”), less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's ’s payroll policies in effect from time to time. The Compensation Committee of the Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall may also be entitled to a bonusreceive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's ’s performance and achievement of specific goals, and upon the profitability of the Company, which bonuses shall may be payable in cash, options, and common stock stock, in the discretion of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority Compensation Committee of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C..
D. In addition to the amounts set forth above, for the term of Executive's ’s employment, the Company agrees to provide to Executive, at the Company's ’s sole expense, health insurance coverage for Executive (with any such coverage for Executive's ’s dependents, if desired by Executive, to be provided at the Company's ’s sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's ’s sole expense, life insurance coverage on Executive's ’s life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's ’s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such calendar year for any used vacation time. Such cash payment will be calculated based upon Executive’s Base Salary for the calendar year in which such unused vacation time occurred.
I. F. Executive shall also be entitled to a vehicle allowance of $800 per month.
G. No additional compensation (above the compensation referred to in this Section Paragraph 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO ONE HUNDRED EIGHTY THOUSAND AND NO/100THS DOLLARS ($200,000.00180,000) per annumannum ("Base Salary"), less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthlyevery other Friday, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Compensation Committee of the Board will review the Executive's compensation at least annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall may also be entitled to a bonusreceive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's performance and achievement of specific goals, which bonuses shall and upon the profitability of the Company. Bonuses may be payable in cash, stock options, and common stock stock, in the discretion of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority Compensation Committee of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C..
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, either provide or reimburse Executive (up to $3,500 in annual premiums) for life insurance coverage on Executive's life in a face amount at least equal to five (5) times Executive's base salary, and . The Company shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's Comp any' s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. No matching contributions are expected by the Company for any qualified plan. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. Executive will also have an allowance for professional dues including Entrepreneur’s Organization fees in an amount up to $3,500 per annum.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such calendar year for any unused vacation time. Such cash payment will be calculated based upon Executive's Base Salary for the calendar year in which such unused vacation time occurred.
I. F. Executive shall also be entitled to a vehicle allowance of $750 per month, only when a company vehicle is not provided.
G. No additional compensation (above the compensation referred to in this Section Paragraph 5) shall be due or payable by Company to Executive under this Agreement, Agreement but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO ONE HUNDRED FIFTY FIVE THOUSAND AND NO/100THS DOLLARS ($200,000.00155,000) per annumannum (“Base Salary”), less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's ’s payroll policies in effect from time to time. The Compensation Committee of the Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall may also be entitled to a bonusreceive bonuses, from time to time, in the discretion of the Compensation Committee of the Board, depending upon Executive's ’s performance and achievement of specific goals, and upon the profitability of the Company, which bonuses shall may be payable in cash, options, and common stock stock, in the discretion of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive Officer, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority Compensation Committee of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C..
D. In addition to the amounts set forth above, for the term of Executive's ’s employment, the Company agrees to provide to Executive, at the Company's ’s sole expense, health insurance coverage for Executive (with any such coverage for Executive's ’s dependents, if desired by Executive, to be provided at the Company's ’s sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's ’s sole expense, life insurance coverage on Executive's ’s life in a face amount at least equal to five (5) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's ’s sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time per calendar year determined in accordance with the vacation policies of the Company from time to time in effect. To the extent that Executive does not utilize the full amount of vacation time allotted in any given calendar year, Executive will receive a cash payment within 30 days of the end of such calendar year for any used vacation time. Such cash payment will be calculated based upon Executive’s Base Salary for the calendar year in which such unused vacation time occurred.
I. F. Executive shall also be entitled to a vehicle allowance of $500 per month.
G. No additional compensation (above the compensation referred to in this Section Paragraph 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO ONE HUNDRED TWENTY FIVE THOUSAND AND NO/100THS DOLLARS ($200,000.00125,000.00) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall also be entitled to a bonusminimum annual bonus of TWENTY FIVE THOUSAND AND NO/100THS DOLLARS ($25,000.00), less applicable withholding, F.I.C.A., and other lawful deductions, payable monthly, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. Executive may also receive additional bonuses, from time to time, depending upon Executive's performance and achievement of specific goals, which bonuses shall may be payable in cash, options, and common stock of the Company, in the discretion of the Board. A bonus [▇▇▇▇???] Additional bonuses of up to fifty percent (50%) of Executive's base salary may be determined by the President and President/Chief Executive Officer, and any additional bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C.
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. [▇▇▇▇???] The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to five three (53) times Executive's base salary, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, all at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 290,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain a separate Stock Option Agreement, of even date herewith, to be executed between the Company and Executive (the "Option Agreement").Executive. [▇▇▇▇???]
F. Executive shall also receive an automobile allowance of $1,200.00 800.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.[▇▇▇▇???]
G. The Company shall also pay for Executive's membership [▇▇▇▇: CORPORATE MEMBERSHIP?] at a health club of Executive's choicethe Tulsa Country Club, such amounts not to exceed $5,000.00 _____________ for initial club membership fee, and not to exceed $500.00 __________ per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club)dues.
H. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time determined in accordance with the vacation policies of the Company from time to time in effect.
I. No additional compensation (above the compensation referred to in this Section 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO HUNDRED TWENTY FIVE THOUSAND AND NO/100THS DOLLARS ($200,000.00225,000.00) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall also be entitled to a bonus, from time to time, depending upon Executive's performance and achievement of specific goals, which bonuses shall be payable in cash, options, and common stock of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive OfficerHowever, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C.
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to to: (i) five (5) times Executive's base salary, plus (ii) the amount of any indebtedness of the Company and/or its affiliates which Executive has personally guaranteed, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. F. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. G. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time determined in accordance with the vacation policies of the Company from time to time in effect.
I. H. No additional compensation (above the compensation referred to in this Section 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract
Compensation of Executive. A. As compensation for the services and duties performed and to be performed by Executive as provided in this Agreement, the Company agrees to pay Executive a salary in the amount of TWO HUNDRED TEN THOUSAND AND NO/100THS DOLLARS ($200,000.00210,000.00) per annum, less applicable withholding, F.I.C.A., and other lawful deductions, such salary to be payable semi-monthly, in equal installments, in arrears, and otherwise in accordance with the Company's payroll policies in effect from time to time. The Board will review the Executive's compensation annually to consider possible upward adjustments (it being agreed that the base salary shall not be reduced during the Initial Term). Such adjustments will always be at least equal to (a) those of similarly compensated executives, (b) the annual cost of living index as published in the Southwest Edition of the Wall Street Journal, or (c) ten percent (10%) per annum, whichever is greatest. Additionally, if the Company's common stock or other securities are ever registered on or offered for sale to the public on a nationally recognized securities exchange, then Executive's base salary shall be increased to an amount comparable to executives with publicly traded companies who hold a position similar to that of Executive and with similar responsibilities to those of Executive.
B. Executive shall also be entitled to a bonus, from time to time, depending upon Executive's performance and achievement of specific goals, which bonuses shall be payable in cash, options, and common stock of the Company. A bonus of up to fifty percent (50%) of Executive's base salary may be determined by the President and Chief Executive OfficerHowever, and any bonus in excess of fifty percent (50%) of Executive's base salary shall be determined only by authority of the Board.
C. Executive shall be authorized to incur, and shall be entitled to receive prompt reimbursement for, all reasonable expenses incurred by Executive in performing his duties and carrying out the responsibilities hereunder, including business meals, entertainment, and travel expenses, provided that Executive complies with all of the applicable policies, practices and procedures of the Company related to the submission of expense reports, receipts, or similar documentation of those expenses. The Company shall either pay directly, or reimburse Executive for such expenses in accordance with Company policies. Executive shall be entitled to a corporate credit card issued by the Company, which shall be used for the sole purpose of incurring the expenses referenced in this Paragraph C.
D. In addition to the amounts set forth above, for the term of Executive's employment, the Company agrees to provide to Executive, at the Company's sole expense, health insurance coverage for Executive (with any such coverage for Executive's dependents, if desired by Executive, to be provided at the Company's sole expense) under the health insurance plan maintained by the Company from time to time. The Company shall also provide, at the Company's sole expense, life insurance coverage on Executive's life in a face amount at least equal to to: (i) five (5) times Executive's base salary, plus (ii) the amount of any indebtedness of the Company and/or its affiliates which Executive has personally guaranteed, and shall also provide Executive with both long term and short term disability insurance for Executive in amounts and under terms acceptable to the Company, at the Company's sole cost and expense. Also, Executive shall have the option to participate in any salary deferral, 401(k), SEP, or savings plan or other similar plan which the Company or its successors or assigns makes available to its employees. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.
E. Executive shall also be entitled to purchase up to 500,000 shares of the Company's common stock at a price of $0.90 per share, as evidenced by that certain Stock Option Agreement, of even date herewith, between the Company and Executive (the "Option Agreement").
F. Executive shall also receive an automobile allowance of $1,200.00 per month, payable by the Company on or before the first (1st) day of each month, which may be used by Executive towards the purchase or lease of an automobile, which automobile may be used by Executive for both business purposes and for Executive's personal use. Executive shall maintain insurance on such vehicle at Executive's cost and expense in amounts and coverage acceptable to Company.
G. F. The Company shall also pay for Executive's membership at a health club of Executive's choice, such amounts not to exceed $5,000.00 for initial club membership fee, and not to exceed $500.00 per month for membership dues (provided that if Executive is, as of the Effective Date, already a member of a health club, then the Company shall only be obligated to pay Executive's monthly dues at such club, and shall not be obligated to pay for a new membership for Executive at a new or different club).
H. G. During the Term, Executive shall be entitled to four (4) weeks of annual vacation time determined in accordance with the vacation policies of the Company from time to time in effect.
I. H. No additional compensation (above the compensation referred to in this Section 5) shall be due or payable by Company to Executive under this Agreement, but nothing in this Agreement shall prohibit the Company from paying Executive any additional amount as a bonus or otherwise, as the Company may determine from time to time.
Appears in 1 contract