Common use of Annual Incentive Compensation Clause in Contracts

Annual Incentive Compensation. Subject to the satisfaction of the Incentive Conditions and the exercise of the Committee's Negative Discretion, the Executive shall be entitled to annual incentive compensation (the “Incentive Bonus”), as follows: (A) The Executive shall be entitled to receive an Incentive Bonus equal to 50% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus equal to 60% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B), the Executive shall be entitled to receive an Incentive Bonus equal to 100% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4).

Annual Incentive Compensation. Subject to the satisfaction of the Incentive Conditions and the exercise of the Committee's Negative Discretion, the Executive shall be entitled to annual incentive compensation (the “Incentive Bonus”), as follows: (A) The Executive shall be entitled to receive an Incentive Bonus equal to 50% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus equal to 60100% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B), the Executive shall be entitled to receive an Incentive Bonus equal to 100150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125250% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150300% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4).

Annual Incentive Compensation. Subject to Employer shall establish an annual bonus plan for its executive officers (the satisfaction of "Bonus Plan"). During the Incentive Conditions and the exercise of the Committee's Negative DiscretionEmployment Period, the Executive shall be entitled to annual incentive compensation participate in the Bonus Plan in accordance with the generally applicable terms thereof as in effect from time to time. The Bonus Plan shall provide that, for each fiscal year of Employer ending during the Employment Period (each such year, a "Bonus Year"), (i) if Parent and its Subsidiaries (collectively, the "Company") achieve 100% of the EBITDA target established by the Board for such Bonus Year (the “Incentive Bonus”"EBITDA Target"), as follows: (A) The Executive shall be entitled to receive an Incentive annual incentive bonus for such Bonus equal to 50% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus Year equal to 60% of his Base Salary in Salary, (ii) if the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65Company achieves 85% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B)EBITDA Target for such Bonus Year, the Executive shall be entitled to receive an Incentive annual incentive bonus for such Bonus Year equal to 36% of his Base Salary, (iii) if the Company achieves more than 85% of the EBITDA Target for such Bonus Year but less than 100% of such EBITDA Target, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to the sum of (x) 36% of his Base Salary in and (y) 1.6% of his Base Salary for each 1% that the event that, as performance of the Measurement DateCompany for such Bonus Year exceeds 85% of such EBITDA Target, (iv) if the Xxxxxx Annual Return exceeds the Annual Return of Company achieves more than 75100% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A)EBITDA Target for such Bonus Year, (B) and (C), the Executive shall be entitled to receive an Incentive annual incentive bonus for such Bonus Year equal to 125the sum of (x) 60% of his Base Salary and (y) $1,000 for each $10,000 of EBITDA achieved by the Company in the event that, as excess of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80100% of the Peer Companies; (E) Without duplication EBITDA Target for such Bonus Year and an additional $250 for each $10,000 of EBITDA achieved by the Company in excess of 125% of the amounts described in EBITDA Target for such Bonus Year (if any); provided that the preceding clauses EBITDA achieved by the Company for purposes of the calculation under clause (Ay) shall be determined after deduction for the amount payable to Executive pursuant to such clause (y), (B), (C) and (D)v) if the EBITDA achieved by the Company for a Bonus Year is less than 85% of the EBITDA Target for such Bonus Year, Executive shall not be entitled to any annual incentive bonus for such Bonus Year. With respect to the first Bonus Year, Executive shall be entitled to receive an Incentive a minimum guaranteed annual incentive bonus under the Bonus Plan equal to 15060% of his annualized Base Salary for such Bonus Year. The annual incentive bonus payable to Executive under the Bonus Plan shall be paid in cash and shall be paid no later than 30 days following receipt by the event that, as Board of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan audited consolidated financial statements of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within for the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4)Bonus Year.

Annual Incentive Compensation. Subject to the satisfaction of the Incentive Conditions and the exercise of the Committee's Negative Discretion, the Executive shall be entitled to annual incentive compensation (the “Incentive Bonus”), as follows: (A) The Executive shall be entitled to receive an Incentive Bonus equal to 50% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus equal to 6075% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B), the Executive shall be entitled to receive an Incentive Bonus equal to 100% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4).

Annual Incentive Compensation. Subject to Employer shall establish an annual ----------------------------- bonus plan for its executive officers (the satisfaction of "Bonus Plan"). During the Incentive Conditions and the exercise of the Committee's Negative DiscretionEmployment Period, the Executive shall be entitled to annual incentive compensation participate in the Bonus Plan in accordance with the generally applicable terms thereof as in effect from time to time. The Bonus Plan shall provide that, for each fiscal year of Employer ending during the Employment Period (each such year, a "Bonus Year"), (i) if Parent and - its Subsidiaries (collectively, the "Company") achieve [ ]% of the EBITDA target established by the Board for such Bonus Year (the “Incentive Bonus”"EBITDA Target"), as follows: (A) The Executive shall be entitled to receive an Incentive annual incentive bonus for such Bonus Year equal to 50[ ]% of his Base Salary, (ii) if the Company achieves [ ]% of the EBITDA Target for -- such Bonus Year, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to [ ]% of his Base Salary, (iii) if the Company achieves --- more than [ ]% of the EBITDA Target for such Bonus Year but less than [ ]% of such EBITDA Target, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to the sum of (x) [ ]% of his Base Salary in and (y) [ ]% of - - his Base Salary for each 1% that the event that, as performance of the Measurement DateCompany for such Bonus Year exceeds 85% of such EBITDA Target, (iv) if the Xxxxxx Annual Return exceeds the Annual Return of Company achieves more than 55-- [ ]% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A)EBITDA Target for such Bonus Year, the Executive shall be entitled to receive an Incentive annual incentive bonus for such Bonus Year equal to 60the sum of (x) [ ]% of his - Base Salary and (y) $[ ] for each $[ ] of EBITDA achieved by the Company in the event that, as - excess of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65[ ]% of the Peer Companies; (C) Without duplication EBITDA Target for such Bonus Year and an additional $[ ] for each $[ ] of EBITDA achieved by the Company in excess of [ ]% of the amounts described in EBITDA Target for such Bonus Year (if any); provided that the preceding clauses EBITDA achieved by the Company for purposes of the calculation under clause (Ay) shall be determined after deduction for the amount payable to Executive pursuant to such clause (y), and (B)v) if the EBITDA achieved by the Company for a Bonus Year is less than [ ]% - of the EBITDA Target for such Bonus Year, Executive shall not be entitled to any annual incentive bonus for such Bonus Year. With respect to the first Bonus Year, Executive shall be entitled to receive an Incentive a minimum guaranteed annual incentive bonus under the Bonus Plan equal to 100[ ]% of his annualized Base Salary for such Bonus Year. The annual incentive bonus payable to Executive under the Bonus Plan shall be paid in cash and shall be paid no later than 30 days following receipt by the event that, as Board of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan audited consolidated financial statements of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within for the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4)Bonus Year.

Annual Incentive Compensation. Subject to Employer shall establish an annual bonus plan for its executive officers (the satisfaction of "Bonus Plan"). During the Incentive Conditions and the exercise of the Committee's Negative DiscretionEmployment Period, the Executive shall be entitled to participate in the Bonus Plan in accordance with the generally applicable terms thereof as in effect from time to time. The Bonus Plan shall provide that, for each fiscal year of Employer ending during the Employment Period (each such year, a "Bonus Year"), (i) if Parent and its Subsidiaries (collectively, the "Company") achieve 100% of the EBITDA target established by the Board for such Bonus Year (the "EBITDA Target"), Executive shall be entitled to an annual incentive compensation bonus for such Bonus Year equal to 50% of his Base Salary, (ii) if the “Incentive Bonus”)Company achieves 85% of the EBITDA Target for such Bonus Year, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to 30% of his Base Salary, (iii) if the Company achieves more than 85% of the EBITDA Target for such Bonus Year but less than 100% of such EBITDA Target, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to the sum of (x) 30% of his Base Salary and (y) 1.33% of his Base Salary for each 1% that the performance of the Company for such Bonus Year exceeds 85% of such EBITDA Target, (iv) if the Company achieves more than 100% of the EBITDA Target for such Bonus Year, Executive shall be entitled to an annual incentive bonus determined as follows: (A) The the Company shall create a special bonus pool (the "Pool") equal to $ 1,000 for each $10,000 of EBITDA achieved by the Company in excess of 100% of the EBITDA Target for such Bonus Year and an additional $250 for each $10,000 of EBITDA achieved by the Company in excess of 125% of the EBITDA Target for such Bonus Year (if any), provided that the EBITDA achieved by the Company for purposes of the calculation under this clause (A) shall be determined after deduction for the Pool, and (B) each Senior Executive designated by contract or by the Chief Executive Officer to participate in the Pool shall receive his Target Bonus plus a portion of the amount in the Pool, such portion to be determined by the Chief Executive Officer; and (v) if the EBITDA achieved by the Company for a Bonus Year is less than 85% of the EBITDA Target for such Bonus Year, Executive shall not be entitled to any annual incentive bonus for such Bonus Year. With respect to the first Bonus Year, Executive shall be entitled to receive an Incentive a minimum guaranteed annual incentive bonus under the Bonus Plan equal to 50% of his annualized Base Salary for such Bonus Year. The annual incentive bonus payable to Executive under the Bonus Plan shall be paid in cash and shall be paid no later than 30 days following receipt by the event that, as Board of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus equal to 60% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B), the Executive shall be entitled to receive an Incentive Bonus equal to 100% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan audited consolidated financial statements of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within for the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4)Bonus Year.

Annual Incentive Compensation. Subject to Employer shall establish an annual bonus plan for its executive officers (the satisfaction of "Bonus Plan"). During the Incentive Conditions and the exercise of the Committee's Negative DiscretionEmployment Period, the Executive shall be entitled to participate in the Bonus Plan in accordance with the generally applicable terms thereof as in effect from time to time. The Bonus Plan shall provide that, for each fiscal year of Employer ending during the Employment Period (each such year, a "Bonus Year"), (i) if Parent and its Subsidiaries (collectively, the "Company") achieve 100% of the EBITDA target established by the Board for such Bonus Year (the "EBITDA Target"), Executive shall be entitled to an annual incentive compensation bonus for such Bonus Year equal to 60% of his Base Salary, (ii) if the “Incentive Bonus”)Company achieves 85% of the EBITDA Target for such Bonus Year, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to 36% of his Base Salary, (iii) if the Company achieves more than 85% of the EBITDA Target for such Bonus Year but less than 100% of such EBITDA Target, Executive shall be entitled to an annual incentive bonus for such Bonus Year equal to the sum of (x) 36% of his Base Salary and (y) 1.6% of his Base Salary for each 1% that the performance of the Company for such Bonus Year exceeds 85% of such EBITDA Target, (iv) if the Company achieves more than 100% of the EBITDA Target for such Bonus Year, Executive shall be entitled to an annual incentive bonus determined as follows: (A) The the Company shall create a special bonus pool (the "Pool") equal to $1,000 for each $10,000 of EBITDA achieved by the Company in excess of 100% of the EBITDA Target for such Bonus Year and an additional $250 for each $10,000 of EBITDA achieved by the Company in excess of 125% of the EBITDA Target for such Bonus Year (if any), provided that the EBITDA achieved by the Company for purposes of the calculation under this clause (A) shall be determined after deduction for the Pool, and (B) each Senior Executive designated by contract or by the Chief Executive Officer to participate in the Pool shall receive his Target Bonus plus a portion of the amount in the Pool, such portion to be determined by the Chief Executive Officer; and (y) if the EBITDA achieved by the Company for a Bonus Year is less than 85% of the EBITDA Target for such Bonus Year, Executive shall not be entitled to any annual incentive bonus for such Bonus Year. With respect to the first Bonus Year, Executive shall be entitled to receive an Incentive a minimum guaranteed annual incentive bonus under the Bonus equal to 50% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 55% of the Peer Companies; (B) Without duplication of the amount described in the preceding clause (A), the Executive shall be entitled to receive an Incentive Bonus Plan equal to 60% of his annualized Base Salary for such Bonus Year. The annual incentive bonus payable to Executive under the Bonus Plan shall be paid in cash and shall be paid no later than 30 days following receipt by the event that, as Board of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 65% of the Peer Companies; (C) Without duplication of the amounts described in the preceding clauses (A) and (B), the Executive shall be entitled to receive an Incentive Bonus equal to 100% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 75% of the Peer Companies; (D) Without duplication of the amounts described in the preceding clauses (A), (B) and (C), the Executive shall be entitled to receive an Incentive Bonus equal to 125% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 80% of the Peer Companies; (E) Without duplication of the amounts described in the preceding clauses (A), (B), (C) and (D), the Executive shall be entitled to receive an Incentive Bonus equal to 150% of his Base Salary in the event that, as of the Measurement Date, the Xxxxxx Annual Return exceeds the Annual Return of more than 90% of the Peer Companies; Except to the extent deferred under any deferred compensation plan audited consolidated financial statements of the Company or otherwise provided herein, any Incentive Bonus payable to Executive in accordance with this Section 3(b)(ii) shall be paid at times specified by the Board or the Committee, but in any event within for the applicable short-term deferral period under Treasury Regulation § 1.409A-1(b)(4)Bonus Year.