provide services to its Affiliates (including Harbinger Capital Partners LLC) in accordance with Company policies.
| | (b) | During the Employment Period, Executive will carry out his duties as Vice President, Counsel and Corporate Secretary in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to normal travel requirements in connection with the performance of his duties. |
| | (c) | During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the President of the Company, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any material way with the performance of Executive’s duties hereunder. |
| | 4. | Compensation and Related Matters. |
| | (a) | Base Compensation. During the Employment Period, for all services rendered under this Agreement, Executive shall receive aggregate annual base salary (“Base Salary”) at a rate of $250,000 per annum, payable in accordance with the Company’s applicable payroll practices. |
| | (b) | Annual Bonus. For each fiscal year in which Executive remains employed by the Company through the last business day of the fiscal year, Executive shall have the opportunity to be awarded an annual bonus (“Annual Bonus”), which will have two components: (i) an “Individual Bonus”, in an amount to be tied to Executive’s achievement of performance goals, and (ii) a “Discretionary Bonus,” which shall be determined in the Company’s sole and absolute discretion. |
| | (i) | The performance goals for the Individual Bonus for each year will be determined by the Company, in its sole discretion, after consultation with Executive. The determination whether Executive has achieved the performance goals for a fiscal year, and the amount of the Individual Bonus to be awarded for such year, will be determined by the Company in its sole discretion. Notwithstanding the foregoing, in any fiscal year in which the performance goals for Executive’s Individual Bonus are objective goals based entirely on Executive’s performance, as distinct from goals based in whole or part on the performance of the Company, or any of its Affiliates, Subsidiaries, divisions, or departments, or a specified group of employees (“Protected Individual Bonus”), if Executive’s employment ends for any reason before the end of such fiscal year, then Executive will be eligible to receive a Protected Individual Bonus to the extent Executive has achieved the performance goals for such fiscal year as of the Termination Date, and such Protected Individual Bonus will be pro rated based on the period of the fiscal year worked by Executive. |
| | (ii) | Whether or not Executive is awarded a Discretionary Bonus, the amount of any such Discretionary Bonus, and how such Discretionary Bonus is paid (in terms of stock or equity, or immediate or deferred payment) will be determined by the President and/or Chief Executive Officer of the Company (“CEO”) in their sole and absolute discretion. Any immediately payable cash bonus will be paid within seventy-four (74) days of the end of the fiscal year for which it is awarded. |
| | (c) | Benefits and Perquisites. During the Employment Period, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive’s position that are provided by the Company from time to time for its Vice Presidents generally, subject to the terms and conditions of such plans. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by Executive, except that no such action shall adversely affect any previously vested rights of Executive under such plans. |
| | (d) | Business Expense Reimbursements. The Company shall reimburse Executive for reasonable and properly documented business expenses incurred during the Employment Period in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement. |
| | (e) | Vacation. During the Employment Period, Executive shall be entitled to annual paid vacation of no less than four (4) weeks and to reasonable sick leave as determined by the Company. |
| | (f) | Initial Equity Grant. Executive acknowledges he timely received a one-time equity award of options to acquire stock of the Company (“Options”) and restricted stock or restricted stock units (the |
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