Common use of Annual Bonus Program Clause in Contracts

Annual Bonus Program. (a) During each calendar year of the Employment Period, Executive will be eligible to participate in the Company’s annual short-term performance incentive plan applicable to executives in the same or similar positions to that of Executive, as such plan may exist from time to time (the “PIP”). The amount of Executive’s target annual bonus under the PIP for each calendar year during the Employment Period (each a “Target Annual Bonus”) shall be determined by the Executive Compensation Committee in its discretion. The amount of the actual annual bonus, if any, awarded to Executive under the PIP with respect to any calendar year during the Employment Period (each an “Annual Bonus Award”) shall be determined in accordance with the terms of the PIP as administered by the Executive Compensation Committee. All decisions regarding the criteria to be used to determine awards under the PIP (which may consist of both corporate and individual performance factors and metrics), the amount, if any, to be awarded to Executive under the PIP with respect to any calendar year during the Employment Period and interpretations of the terms of the PIP shall be made solely and exclusively by the Executive Compensation Committee in its discretion. The Company reserves the right to change, alter, or terminate the PIP at any time in its sole discretion; provided, that no such change, alteration or termination shall adversely affect Executive’s rights under this Agreement, or with respect to any Annual Bonus Award made prior to the date of such change, alteration or termination, without Executive’s prior written consent. (b) Each Annual Bonus Award shall be paid to Executive in cash when the Company customarily pays annual bonus awards to other executives in the same or similar positions to that of Executive under the PIP; provided that payment shall in all events be made not later than the end of the calendar year immediately following the annual bonus performance period to which the bonus relates.

Annual Bonus Program. (a) During each calendar year of the Employment Period, Executive will be eligible to participate in the Company’s annual short-term performance incentive plan applicable to executives in the same or similar positions to that of Executivesenior executives, as such plan may exist from time to time (the “PIP”). The amount of Executive’s target annual bonus award under the PIP for each calendar year during of the Employment Period (each a the “Target Annual Bonus”) shall will be determined by the Executive Compensation Committee in its discretion$920,000. The amount of the actual annual bonus, if any, awarded to Executive under the PIP with respect to any calendar year during the Employment Period (each an “Annual Bonus Award”) ), shall be determined in accordance with the terms of the PIP as administered by the Executive Compensation Committee. All decisions regarding the criteria to be used to determine awards under the PIP (which may consist of both corporate and individual performance factors and metrics), the amount, if any, to be awarded to Executive under the PIP with respect to any calendar year during the Employment Period Period, and interpretations of the terms of the PIP shall be made solely and exclusively by the Executive Compensation Committee in its discretion; provided, however, that in determining Executive’s Annual Bonus Award, if any, with respect to any calendar year during the Employment Period, the corporate (as opposed to individual) performance factors and metrics that are taken into account, and the percentage of the award that is based on corporate and individual performance factors, shall be the same for Executive as those applied to the Chief Executive Officer of the Company. The Company reserves the right to change, alter, or terminate the PIP at any time in its sole discretion; provided, that no such change, alteration or termination shall adversely affect Executive’s rights under this Agreement, or with respect to under any Annual Bonus Award made prior to the date of such change, alteration or termination, without Executive’s prior written consent; and provided, further, that if no PIP is in place with respect to any calendar year during the Employment Period, then a substitute target annual short-term performance-based incentive award shall be established for Executive with respect to such calendar year, with a value equal to $920,000, having terms conforming with this Section 4.2(a) and otherwise having substantially similar vesting, performance and payment terms to those applicable under the then most recent Annual Bonus Award made to Executive. If earned, such substitute short-term performance incentive compensation award shall be payable in cash. (b) Each Annual Bonus Award shall be paid to Executive in cash when the Company customarily pays annual bonus awards to other senior executives in the same or similar positions to that of Executive under the PIP; provided that payment shall in all events be made not later than the end of the calendar year immediately following the annual bonus performance period to which the bonus relates.

Annual Bonus Program. Immediately prior to each Payment (a) During each calendar year as defined below), the Availability Block shall be deemed amended to reflect the then-payable cost of the Employment Period, Executive will be eligible to participate in the Company’s annual short-term performance incentive plan applicable to executives in the same or similar positions to that of Executive, as such plan may exist from time to time bonus program (the “PIPAnnual Bonus Program”)) recommended by the Credit Parties’ board of directors as set forth in the Bonus Presentation, including related payroll taxes, provided that amounts not actually used for the payment of bonuses in accordance with the Annual Bonus Program may not be rededicated for any other purposes. The Annual Bonus Program may provide for compensation to be payable in two installments, the first of which shall be made no earlier than April 30, 2011 (the “Initial ABP Payment”) and shall not exceed the amount indicated in the Bonus Presentation and the second of Executive’s target annual bonus under which (the PIP for each calendar year during the Employment Period (each a “Target Annual BonusFinal ABP Payment”) shall be made no earlier than June 15, 2011 and shall not, together with the Initial ABP Payment, exceed the amount in the Bonus Presentation or such lesser amount as determined by the Executive Compensation Committee Credit Parties’ board of directors. In no event shall the adjustment to the Availability Block associated with the Annual Bonus Program exceed the amounts in its discretionthe Bonus Presentation plus any related payroll taxes. The amount No less than fifteen business days prior to the Initial ABP Payment and the Final ABP Payment (each, a “Payment”) being made by the Credit Parties, the Credit Parties shall deliver to the Administrative Agent a cash flow projection for the period commencing on the date the requested Payment would be paid and ending forty-five days thereafter, certified by the Credit Parties’ CEO or CFO establishing that: (i) the Credit Parties will be able to fund such Payment from the Revolving Credit Commitment, after consideration of the actual annual bonusrequired Availability Block, if anyamended as above; and (ii) during such forty-five day period no Default or Event of Default shall occur (for purposes of determining whether a Default or Event of Default shall occur, awarded to Executive under the PIP with respect to payment of the Initial ABP Payment, any calendar year during the Employment Period (each an “Annual Bonus Award”) required Incremental Term Loan Payment shall be determined in accordance with the terms of the PIP as administered by the Executive Compensation Committeeexcluded). All decisions regarding the criteria At least two days prior to be used to determine awards under the PIP (which may consist of both corporate and individual performance factors and metrics)any Initial ABP Payment or Final ABP Payment being made, the amount, if any, to be awarded to Executive under the PIP with respect to any calendar year during the Employment Period and interpretations CEO or CFO of the terms of the PIP shall be made solely and exclusively by the Executive Compensation Committee in its discretion. The Company reserves the right to change, alter, or terminate the PIP at any time in its sole discretion; provided, Borrower will: (x) recertify that no Default or Event of Default has occurred or will occur as a result of such changePayment or otherwise, alteration or termination shall adversely affect Executive’s rights under this Agreement, or with respect to any Annual Bonus Award made prior to either on the date of such changePayment or within forty-five days thereafter (for purposes of determining whether a Default or Event of Default shall occur, alteration with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded); and (y) upon request by the Administrative Agent, provide a detailed review regarding the basis for such certification. Upon delivery of such certification and provided no Default or terminationEvent of Default occurs prior to the actual payment date, without Executive’s prior written consent. such Initial ABP Payment or Final ABP Payment may be made (b) Each for purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded). No payment may be made if a Default or Event of Default has occurred or will occur (for purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded). For the avoidance of doubt, no bonus, retention, or similar programs shall be implemented, communicated, agreed or paid by the Credit Parties, except the Annual Bonus Award Program and that certain cash and equity retention program previously implemented by the Credit Parties providing for additional targeted compensation in amounts which are set forth in the Bonus Presentation. None of the Final ABP Payments shall be paid to Executive in cash when deemed earned until approved by the Company customarily pays annual bonus awards to other executives in the same or similar positions to that Credit Parties’ board of Executive under the PIP; provided that payment shall in all events be made not later than the end of the calendar year immediately following the annual bonus performance period to which the bonus relatesdirectors.

Annual Bonus Program. (a) During each calendar year of In addition to the Employment PeriodBase Salary, Executive will Employee shall be eligible to participate in the Company’s annual short-term performance incentive plan applicable to executives in the same or similar positions to that of Executive, as such plan may exist from time to time bonus program (the “PIP”). The amount of Executive’s target annual bonus under the PIP for each calendar year during the Employment Period (each a “Target Annual Bonus”) with a total bonus potential of up to 35% of Employee’s Base Salary for each fiscal year during the Term of Employment (the “Target Bonus Amount”). Employee shall only be determined by eligible for the Executive Compensation Committee Annual Bonus if there are no publicly reportable audit findings for that fiscal year, and if Employee is employed as an active employee on the last day of the fiscal year end in its discretionwhich the Annual Bonus relates. The amount of the actual annual bonusAnnual Bonus amounts, if any, awarded to Executive under the PIP with respect to any calendar year during the Employment Period (each an “Annual Bonus Award”) shall will be determined paid in accordance with the terms Company’s customary payroll practices in effect from time to time. The final amount of the PIP Annual Bonus earned shall not be determined until the Company’s annual 10-k filing. The Annual Bonus shall be paid out as administered by follows: (a) Fifty percent (50%) of the Executive Compensation Committee. All decisions regarding the criteria to be used to determine awards under the PIP (which may consist of both corporate and individual performance factors and metrics), the amountestimated Annual Bonus, if any, to will be awarded to Executive under the PIP with respect to any calendar year during the Employment Period and interpretations paid within thirty (30) days of the terms end of the PIP shall be made solely and exclusively by fiscal year following the Executive Compensation Committee in its discretion. The Company reserves the right fiscal year to change, alter, or terminate the PIP at any time in its sole discretion; provided, that no which such change, alteration or termination shall adversely affect Executive’s rights under this Agreement, or with respect to any Annual Bonus Award made prior to the date of such change, alteration or termination, without Executive’s prior written consentrelates. (b) Each Once the final amount of the Annual Bonus Award is determined by the Board, following the Company’s annual 10-k filing, and contingent upon no publicly reportable audit findings, Employee shall be paid the balance of the Annual Bonus. This amount shall be fifty percent (50%) of the Annual Bonus if the estimate pursuant to Executive subsection (a) of this Section 3.2 is deemed earned, or in cash when the alternative, the total Annual Bonus as determined by the Board less the estimate paid pursuant to subsection (a) of this Section 3.2. (c) Notwithstanding anything herein, if it is determined that based on the audit findings, Employee is not eligible for the amount of the estimated portion of the Annual Bonus paid pursuant to subsection (a) of this Section 3.2, Employee and Company agree that Company may claw back or recover the payment advanced pursuant to subsection (a) of this Section 3.2. (d) Notwithstanding anything herein, Employee forfeits any and all Annual Bonus if: (i) Employee is terminated for Cause (as defined herein) prior to the date the Annual Bonus is paid out in its entirety; or (ii) Employee resigns for any reason prior to the date the Annual Bonus is paid out in its entirety. Forfeiture under this subsection (d) shall mean that the Company customarily pays annual may recover any advanced bonus awards portion paid pursuant to other executives in subsection (a) of this Section 3.2. (e) The Target Bonus Amount for Fiscal Year (“FY”) 2021 and any following years shall be based on Company financial information and established by the same or similar positions to that of Executive under the PIP; provided that payment shall in all events be made not later than the end of the calendar year immediately following the annual bonus performance period to which the bonus relatesBoard.

Annual Bonus Program. (a) During each calendar year of In addition to the Employment PeriodBase Salary, Executive will Employee shall be eligible to participate in the Company’s annual short-term performance incentive plan applicable to executives in the same or similar positions to that of Executive, as such plan may exist from time to time bonus program (the “PIP”). The amount of Executive’s target annual bonus under the PIP for each calendar year during the Employment Period (each a “Target Annual Bonus”) with a total bonus potential of up to 25% of Employee’s Base Salary for each fiscal year during the Term of Employment (the “Target Bonus Amount”). Employee shall only be determined by eligible for the Executive Compensation Committee Annual Bonus if there are no publicly reportable audit findings for that fiscal year, and if Employee is employed as an active employee on the last day of the fiscal year in its discretionwhich the Annual Bonus relates. The amount of the actual annual bonusAnnual Bonus amounts, if any, awarded to Executive under the PIP with respect to any calendar year during the Employment Period (each an “Annual Bonus Award”) shall will be determined paid in accordance with the terms Company’s customary payroll practices in effect from time to time. The final amount of the PIP Annual Bonus earned shall not be determined until the Company’s annual 10-k filing. The Annual Bonus shall be paid out as administered by follows: (a) Fifty percent (50%) of the Executive Compensation Committee. All decisions regarding the criteria to be used to determine awards under the PIP (which may consist of both corporate and individual performance factors and metrics), the amountestimated Annual Bonus, if any, to will be awarded to Executive under the PIP with respect to any calendar year during the Employment Period and interpretations paid within thirty (30) days of the terms end of the PIP shall be made solely and exclusively by fiscal year following the Executive Compensation Committee in its discretion. The Company reserves the right fiscal year to change, alter, or terminate the PIP at any time in its sole discretion; provided, that no which such change, alteration or termination shall adversely affect Executive’s rights under this Agreement, or with respect to any Annual Bonus Award made prior to the date of such change, alteration or termination, without Executive’s prior written consentrelates. (b) Each Once the final amount of the Annual Bonus Award is determined by the Board, following the Company’s annual 10-k filing, and contingent upon no publicly reportable audit findings, Employee shall be paid the balance of the Annual Bonus. This amount shall be fifty percent (50%) of the Annual Bonus if the estimate pursuant to Executive subsection (a) of this Section 3.2 is deemed earned, or in cash when the alternative, the total Annual Bonus as determined by the Board less the estimate paid pursuant to subsection (a) of this Section 3.2. (c) Notwithstanding anything herein, if it is determined that based on the audit findings, Employee is not eligible for the amount of the estimated portion of the Annual Bonus paid pursuant to subsection (a) of this Section 3.2, Employee and Company agree that Company may claw back or recover the payment advanced pursuant to subsection (a) of this Section 3.2. (d) Notwithstanding anything herein, Employee forfeits any and all Annual Bonus if: (i) Employee is terminated for Cause (as defined herein) prior to the date the Annual Bonus is paid out in its entirety; or (ii) Employee resigns for any reason prior to the date the Annual Bonus is paid out in its entirety. Forfeiture under this subsection (d) shall mean that the Company customarily pays annual may recover any advanced bonus awards portion paid pursuant to other executives in subsection (a) of this Section 3.2. (e) The Target Bonus Amount for Fiscal Year (“FY”) 2021 and any following years shall be based on Company financial information and established by the same or similar positions to that of Executive under the PIP; provided that payment shall in all events be made not later than the end of the calendar year immediately following the annual bonus performance period to which the bonus relatesBoard.