During calendar year 2023, each non-employee member of the Board is entitled to receive an aggregate of $140,000 in cash and restricted stock. The cash portion of the compensation will be paid quarterly in $12,500 increments. The remainder of such compensation will be paid in restricted shares of the Company’s Class A common stock, and will vest on December 31, 2023 to individuals who are on the Board on December 31, 2023.
Cryan shall continue to be compensated by the Company for service as a Director, as the Chairman of the Board, and as a member of the Safety and Sustainability Committee in accordance with the existing fee structure for those positions that were previously determined by the Board. As set forth in Section 3 above, Cryan’s compensation under this Section 4(b) shall be treated in the same manner as compensation paid under Section 4(a).
“Committee” means the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan. Each member of the Compensation Committee or any other such committee must be an “independent director” under NASDAQ rules, an “outside director” for purposes of Code Section 162(m), and a “non-employee director” under Rule 16b-3(b)(3) under the Exchange Act, as such requirements may change from time to time.
Ms. Hrudka is a Canadian pharmacist, entrepreneur, leader, public speaker, and advocate for women in business. She owned Shoppers Drug Mart franchises in Saskatchewan and now owns independent pharmacies in Saskatoon. Christine served as Chair of the Canadian Pharmacy Association and has led the advancement of many critical topics provincially, nationally, and internationally. She is a board member of Pharmacy Association of Saskatchewan and of the Canadian Pharmacy Association. She currently sits as a board director of Rapid Dose Therapeutics (DOSE) and chairs Governance and Compensation. She also served as Director of Pharmapod, Director and committee member of Governance and Compensation, Smart Employee Benefits, Board chair of Aither Ingredient Corporation and Member-at-Large, University of Saskatchewan Senate. She has volunteered for many community boards such as SREDA, YWCA, United Way, and WESK. Christine holds a B.Sc. in Pharmacy (BSP) and a designation from the Institute of Corporate Directors, Designation (ICD.D).
Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his or her own participation or benefits, unless his or her abstention would leave the Committee incapable of acting on the matter.
As long as any portion of the Benefit to which a Member is entitled under the Plan has not been distributed, such Member (while living) shall have the status of a Restricted Member for any period with respect to which:
“Director” means a member of the Board, or a member of the board of directors of an Affiliate.
Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any of its members for re-election by the Company's stockholders, nor confer upon any Participant the right to remain a member of the Board for any period of time, or at any particular rate of compensation.
Compensation. Client will pay Consultant the fees as set forth in [Exhibit A] for Services rendered pursuant to this Agreement as Consultant’s sole compensation for such Services. Consultant will be reimbursed only for # reasonable travel costs (including transportation, hotel and meal expenses) incurred directly in connection with any Services to be provided to Client hereunder, and # such other expenses that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant’s fees and expenses will be as set forth in [Exhibit A]. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in [Exhibit A] for Services that have been provided as of such termination date. As detailed in Section 9 below, compensation for any contractor to or employee of Consultant, other than the parties agree may provide services hereunder, will be detailed in a separate written addendum signed by both parties.
Compensation. In consideration of Employee’s employment with the Company, execution of this Agreement, and compliance with all terms and conditions set forth herein, the Company agrees to provide Employee the compensation and benefits set forth in this Article III of the Agreement.
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