they have been elected/appointed, which actions may include, by way of example, disclosure of outside financial relationships, approval of outside consulting arrangements, and recusal from participation in certain decision-making activities. Executive certifies that he is not employed by a federal, state, local or foreign government (or an agency thereof, other than The Ohio State University)) and is not an elected or appointed public official.
(c) Executive agrees to comply with any reporting requirements Company deems reasonably necessary to ensure Companys compliance with applicable sunshine/transparency laws. Executive acknowledges and agrees that Company may disclose certain payments or transfers of value hereunder in connection with such laws, without violation of any provisions hereunder.
(d) Executive shall comply with all applicable Company policies and procedures, including, without limitation those pertaining to the reporting of adverse events pertaining to a Company product of which Executive becomes aware during the Employment Term. Notwithstanding the foregoing, Executive will not disclose any RI information regarding any clinical trial or other research conducted at RI, provided that, in regard to Company products used in clinical trials at RI that have been sponsored by Company, Executive may disclose to Company that information that is required to be disclosed by RI under the applicable sponsored research agreements.
3. AT-WILL EMPLOYMENT.
Executives employment relationship with the Company is, and shall at all times remain, at-will. This means that either Executive or the Company may terminate the employment relationship at any time, for any reason or for no reason, with or without Cause or advance notice.
4. COMPENSATION AND BENEFITS.
4.1 Salary. The Company shall pay Executive a base salary at the annualized rate of $325,000 (the Base Salary), less payroll deductions and all required withholdings, payable in regular periodic payments in accordance with the Companys normal payroll practices. The Base Salary may be increased from time to time in the Companys discretion. The Parties acknowledge and agree that the compensation set forth herein is intended to represent the fair market value of Executives services to Company, negotiated in an arms-length transaction, and has not been determined in a manner which takes into account the volume or value of any referrals or business otherwise generated between Company and Executive. Executive is being compensated solely for performance of his employment duties described in this Agreement. Nothing in this Agreement is intended, or should be construed as, a reward for past or incentive for future decisions regarding the prescription, use, purchase or recommendation of Companys products. Company expects Executives to exercise their best and independent professional judgment regarding the care and treatment of individual patients.
4.2 Performance Bonus. Each calendar year, Executive will be eligible to earn an additional cash bonus with a target bonus of up to forty percent (40%) of the Base Salary, based upon the Boards assessment of Executives individual performance and the