Common use of Bonus Awards Clause in Contracts

Bonus Awards. Executive shall be eligible to receive bonus compensation during the Employment Period. The bonus award during Executive’s employment with the Company shall be determined as follows: (i) Within a mutually agreeable time period before the beginning of each calendar year, Executive shall submit to the Board of Directors for its approval the Company’s operational plan, including a fiscal budget, for the next calendar year. A Committee of the Board of Directors, all of the voting members of which shall be outside directors as defined in regulations issued under §162(m) of the Internal Revenue Code of 1986, as amended, and the Executive shall establish mutually agreed goals each year based on the approved operational plan provided that (1) the Executive’s agreement to the goals proposed by the Committee shall not be unreasonably withheld and (2) at the time such goals are established, it is substantially uncertain whether they will be achieved. (ii) The goals established by the Committee shall include a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee shall determine to be appropriate. (iii) The bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 75% of the Executive’s Base Salary for that year and the Bonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s Base Salary for that year. An appropriately prorated portion of the Bonus payable upon attainment of the Target Goal will be paid for any year in which the Executive’s performance does not attain the Target Goal, but attains at least the minimum level required for payment of a bonus under the Company’s Bonus Plan for key employees as in effect for the year in question. If the Executive’s performance for such year exceeds the Target Goal, but not the Maximum Performance Goal, the bonus payable to the Executive shall be appropriately prorated. In determining whether the Target Goal or the Maximum Performance Goal has been met in any year, the Committee shall give appropriate weight, in accordance with generally accepted accounting principles consistently applied, to the effect on those Targets, and the Executive’s ability to attain them, of strategic decisions, such as acquisitions, divestitures or other extraordinary transactions of similar magnitude. (iv) Notwithstanding the foregoing: (A) the Executive will be paid a Bonus for the year 2001 equal to the product of $375,000 multiplied by a fraction, the numerator of which is the number of days during 2001 during which the Executive is employed by the Company under this Agreement and the denominator of which is 365; and (B) assuming that he remains employed by the Company under this Agreement throughout the year 2002, the Bonus payable to the Executive will not be less than 22.5% of the Executive’s Base Salary for the year 2002. (v) Any of the Company’s financial results that are used to calculate bonuses under this Section 5(d) shall be taken only from the Company’s audited financial statements for the applicable year. (vi) All cash bonuses payable under this Section 5(d) shall be paid to Executive within two weeks after the delivery of audited financial statements to the Company for the prior calendar year. No bonuses will be paid to Executive, if Executive’s employment with the Company has terminated before the bonus has been paid, regardless of whether he would have been entitled to a bonus based on the Company’s financial results for the prior year, unless the Company terminates Executive without Cause or the Executive terminates for Good Reason, both as defined in Section 7. In such case, the Executive shall be entitled to a pro-rated bonus, for the year based on the achievement of goals, but in no event less than the bonus earned by Executive in the immediate prior year. (vii) By agreement between the Committee and the Executive, provided that the percentages of Base Salary specified in (iii) above, and the guaranteed bonus amounts specified in (iv) above, are maintained, compliance with this Section 5(d) may be achieved through the Executive’s participation in the Company’s Bonus Program on terms and conditions substantially similar to those applicable to other senior executives of the Company.

Bonus Awards. Executive shall be eligible to receive bonus compensation during the Employment Period. The bonus award during Executive’s 's employment with the Company shall be determined as follows: (i) Within a mutually agreeable time period before the beginning of each calendar year, Executive shall submit to the Board of Directors for its approval the Company’s 's operational plan, including a fiscal budget, for the next calendar year. A Committee of the Board of Directors, all of the voting members of which shall be outside directors as defined in regulations issued under §162(mss.162(m) of the Internal Revenue Code of 1986, as amended, and the Executive shall establish mutually agreed goals each year based on the approved operational plan provided that (1) the Executive’s 's agreement to the goals proposed by the Committee shall not be unreasonably withheld and (2) at the time such goals are established, it is substantially uncertain whether they will be achieved. (ii) The goals established by the Committee shall include a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee shall determine to be appropriate. (iii) The bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 75% of the Executive’s 's Base Salary for that year and the Bonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s 's Base Salary for that year. An appropriately prorated portion of the Bonus payable upon attainment of the Target Goal will be paid for any year in which the Executive’s 's performance does not attain the Target Goal, but attains at least the minimum level required for payment of a bonus under the Company’s 's Bonus Plan for key employees as in effect for the year in question. If the Executive’s 's performance for such year exceeds the Target Goal, but not the Maximum Performance Goal, the bonus payable to the Executive shall be appropriately prorated. In determining whether the Target Goal or the Maximum Performance Goal has been met in any year, the Committee shall give appropriate weight, in accordance with generally accepted accounting principles consistently applied, to the effect on those Targets, and the Executive’s 's ability to attain them, of strategic decisions, such as acquisitions, divestitures or other extraordinary transactions of similar magnitude. (iv) Notwithstanding the foregoing: (A) the Executive will be paid a Bonus for the year 2001 equal to the product of $375,000 multiplied by a fraction, the numerator of which is the number of days during 2001 during which the Executive is employed by the Company under this Agreement and the denominator of which is 365; and (B) assuming that he remains employed by the Company under this Agreement throughout the year 2002, the Bonus payable to the Executive will not be less than 22.5% of the Executive’s 's Base Salary for the year 2002. (v) Any of the Company’s 's financial results that are used to calculate bonuses under this Section 5(d) shall be taken only from the Company’s 's audited financial statements for the applicable year. (vi) All cash bonuses payable under this Section 5(d) shall be paid to Executive within two weeks after the delivery of audited financial statements to the Company for the prior calendar year. No bonuses will be paid to Executive, if Executive’s 's employment with the Company has terminated before the bonus has been paid, regardless of whether he would have been entitled to a bonus based on the Company’s 's financial results for the prior year, unless the Company terminates Executive without Cause or the Executive terminates for Good Reason, both as defined in Section 7. In such case, the Executive shall be entitled to a pro-rated bonus, for the year based on the achievement of goals, but in no event less than the bonus earned by Executive in the immediate prior year. (vii) By agreement between the Committee and the Executive, provided that the percentages of Base Salary specified in (iii) above, and the guaranteed bonus amounts specified in (iv) above, are maintained, compliance with this Section 5(d) may be achieved through the Executive’s 's participation in the Company’s 's Bonus Program on terms and conditions substantially similar to those applicable to other senior executives of the Company.

Bonus Awards. Executive shall be eligible to receive bonus compensation during the Employment Period. The bonus award during Executive’s employment with the Company shall be determined as follows: (i) Within a mutually agreeable time period before the beginning of each calendar year, Executive shall submit to the Board of Directors for its approval the Company’s operational plan, including a fiscal budget, for the next calendar year. A Committee of the Board of DirectorsThe Compensation Committee, all of the voting members of which shall be outside directors as defined in regulations issued under §162(m) of the Internal Revenue Code of 1986, as amended, and the Executive shall establish mutually agreed goals each year based on the approved operational plan provided that (1) the Executive’s agreement to the goals proposed by the Compensation Committee shall not be unreasonably withheld and (2) at the time such goals are established, it is substantially uncertain whether they will be achieved. (ii) The goals established by the Compensation Committee shall include a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee shall determine to be appropriate. The extent to which those goals have been achieved for any year or portion thereof shall be determined by the Compensation Committee. (iii) The bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 75% of the Executive’s Base Salary for that year and the Bonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s Base Salary for that year. An appropriately prorated portion portion, as determined by the Compensation Committee of the Bonus payable upon attainment of the Target Goal will be paid for any year in which the Executive’s performance does not attain the Target Goal, but attains at least the minimum level required for payment of a bonus under the Company’s Bonus Plan for key employees as in effect for the year in question. If the Executive’s performance for such year exceeds the Target Goal, but not the Maximum Performance Goal, the bonus payable to the Executive shall be appropriately prorated. In determining whether the Target Goal or the Maximum Performance Goal has been met in any year, the Committee shall give appropriate weight, in accordance with generally accepted accounting principles consistently applied, to the effect on those Targets, and the Executive’s ability to attain them, of strategic decisions, such as acquisitions, divestitures or other extraordinary transactions of similar magnitude. (iv) Notwithstanding the foregoing: (A) the Executive will be paid a Bonus for the year 2001 equal to the product of $375,000 multiplied by a fraction, the numerator of which is the number of days during 2001 during which the Executive is employed by the Company under this Agreement and the denominator of which is 365; and (B) assuming that he remains employed by the Company under this Agreement throughout the year 2002, the Bonus payable to the Executive will not be less than 22.5% of the Executive’s Base Salary for the year 2002. (v) Any of the Company’s financial results that are used to calculate bonuses under this Section 5(d) shall be taken only from the Company’s audited financial statements for the applicable year. (viv) All cash bonuses payable under this Section 5(d) shall be paid to Executive within two weeks after the delivery of audited financial statements to the Company for the prior calendar yearyear or in the case of 2008, provided Executive’s employment ends because of the expiration of this Agreement, reviewed financial statements for the prior three calendar quarters. No bonuses will be paid to Executive, if Executive’s employment with the Company has terminated before the bonus has been paid, regardless of whether he would have been entitled to a bonus based on the Company’s financial results for the prior year, unless (A) the Company terminates Executive without Cause or the Executive terminates for Good Reason, both as defined in Section 77 or (B) the Executive’s termination is the result of the expiration of this Agreement in 2008 as provided in Section 3. In such case, the Executive shall be entitled to a pro-rated bonus, bonus for the year of termination based on the achievement of goals, but in no event less than goals and the bonus earned by Executive in the immediate prior yearperiod of Executive’s actual performance. (viivi) By agreement between the Committee and the Executive, provided that the percentages bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 75% of the Executive’s Base Salary specified in (iii) above, for that year and the guaranteed bonus amounts specified in (iv) above, are maintainedBonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s Base Salary for that year, compliance with this Section 5(d5(c) may be achieved through the Executive’s participation in the Company’s Bonus Program on terms and conditions substantially similar to those applicable to other senior executives of the Company.

Bonus Awards. Executive shall be eligible to receive bonus compensation during the Employment Period. The bonus award during Executive’s employment with the Company shall be determined as follows: (i) Within a mutually agreeable time period before the beginning of each calendar year, Executive shall submit to the Board of Directors for its approval the Company’s operational plan, including a fiscal budget, for the next calendar year. A Committee of the Board of DirectorsThe Compensation Committee, all of the voting members of which shall be outside directors as defined in regulations issued under §162(m) of the Internal Revenue Code of 1986, as amendedamended (the “Code”), and the Executive shall establish mutually agreed goals each year based on the approved operational plan provided that (1A) the Executive’s agreement to the goals proposed by the Compensation Committee shall not be unreasonably withheld and (2B) at the time such goals are established, it is substantially uncertain whether they will be achieved. (ii) The goals established by the Compensation Committee shall include a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee shall determine to be appropriateappropriate and will be reasonably consistent with the goals applicable to other senior executives of the Company. The extent to which the goals have been achieved for any year or portion thereof shall be determined by the Compensation Committee. (iii) The bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 7580% of the Executive’s Base Salary for that year and the Bonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s Base Salary for that year. An appropriately prorated portion portion, as determined by the Compensation Committee of the Bonus payable upon attainment of the Target Goal will be paid for any year in which the Executive’s performance does not attain the Target Goal, but attains at least the minimum level required for payment of a bonus under the Company’s Bonus Plan for key employees as in effect for the year in question. If the Executive’s performance for such year exceeds the Target Goal, but not the Maximum Performance Goal, the bonus payable to the Executive shall be appropriately prorated. In determining whether the Target Goal or the Maximum Performance Goal has been met in any year, the Committee shall give appropriate weight, in accordance with generally accepted accounting principles consistently applied, to the effect on those Targets, and the Executive’s ability to attain them, of strategic decisions, such as acquisitions, divestitures or other extraordinary transactions of similar magnitude. (iv) Notwithstanding the foregoing: (A) the Executive will be paid a Bonus for the year 2001 equal to the product of $375,000 multiplied by a fraction, the numerator of which is the number of days during 2001 during which the Executive is employed by the Company under this Agreement and the denominator of which is 365; and (B) assuming that he remains employed by the Company under this Agreement throughout the year 2002, the Bonus payable to the Executive will not be less than 22.5% of the Executive’s Base Salary for the year 2002. (v) Any of the Company’s financial results that are used to calculate bonuses under this Section 5(d5(c) shall be taken only from the Company’s audited financial statements for the applicable year. (viv) All cash bonuses payable under this Section 5(d5(c) shall be paid to Executive within two weeks after the delivery of audited financial statements to the Company for the prior calendar year. Notwithstanding the foregoing, in the case of 2011, provided Executive’s employment ends because of the expiration of this Agreement, a bonus based on the reviewed financial statements for the first quarter of 2011 will be paid to Executive within forty-five (45) days of the date of filing of the Form 10-Q for such quarter with the SEC. No bonuses will be paid to Executive, if Executive’s employment with the Company has terminated before the bonus has been paid, regardless of whether he would have been entitled to a bonus based on the Company’s financial results for the prior year, unless (A) the Company terminates Executive without Cause or the Executive terminates for Good Reason, both as defined in Section 77 or (B) the Executive’s termination is the result of Executive’s retirement as defined in Section 3. In such case, the Executive shall be entitled to a pro-rated bonus, bonus for the year of termination based on the achievement of goals, but in no event less than the bonus earned by Executive in the immediate prior year. (vii) By agreement between the Committee goals and the Executive, provided that the percentages period of Base Salary specified in (iii) above, and the guaranteed bonus amounts specified in (iv) above, are maintained, compliance with this Section 5(d) may be achieved through the Executive’s participation in the Company’s Bonus Program on terms and conditions substantially similar to those applicable to other senior executives of the Companyactual performance.