and, unless otherwise determined by the Company, be required to continue to perform his or her duties. The Company may also grant its Executive Officers all or part of his or her annual bonus, and the advance notice period will be considered as an employment period for the purpose of the vesting periods for any equity-based awards granted to the Executive Officer.
Adjustment Period/Retirement Grant - For Executive Officers who have served in the Company for at least three (3) years, the Company may provide an adjustment period of, or a one-time retirement grant equal to, in the case of the CEO and in accordance with the Approved Employment Terms of the CEO - six (6) monthly base salaries plus benefits and in the case of an EVP - up to six (6) monthly base salaries. The Company may determine to pay such amounts in one (1) lump sum as a retirement grant or in monthly payments during the adjustment period, at the Company's discretion.
The amounts payable for severance pay and/or an adjustment period/ retirement grant exceeding the amounts that are mandatory by applicable law, may be granted in consideration for the Executive Officer’s undertaking to refrain from competing with the Company for a certain period of time following termination.
Variable Compensation Ratio - Pursuant to the New Compensation Policy, the "variable compensation" (cash bonuses and equity-based awards) within the total compensation package of an Executive Officer shall not exceed seventy-five percent (75%), on an annual basis. This pay mix ratio between the "fixed compensation" (monthly base salary and benefits calculated on an annual basis) and variable compensation, assuming that all variable compensation elements are granted with respect to a given year, was determined by the Compensation Committee and the Board as appropriate to support the core principles of the Company's compensation philosophy of compensating for performance and aligning the Executive Officers’ interests with those of the Company and its shareholders.
The above is a brief overview of the proposed New Compensation Policy. Further details regarding the various compensation components and principles are detailed in the New Compensation Policy, which is attached as Exhibit A hereto and prevails in case of any contradiction with the description in this overview.
If the New Compensation Policy is approved by the Company's shareholders, then according to the Companies Law, the New Compensation Policy will be in effect as of the date of its approval for a three (3)-year period or as otherwise from time to time may be required by the Companies Law. In the event the New Compensation Policy is not so approved by the shareholders, the Compensation Committee and the Board may nonetheless approve it, provided that the Compensation Committee and the Board, following further discussion of the matter and for specified reasons, determine that the approval of the New Compensation Policy is in the best interests of the Company.
At the Meeting, the Board will propose that the following resolution be adopted:
“RESOLVED, to approve the New Compensation Policy of the Company substantially in the form of Exhibit “A” of this Proxy Statement”.
The Board of Directors recommends a vote FOR approval of this resolution.