Bonus Criteria. In addition to the Base Salary and Section 3(d) Restricted Stock compensation, Executive shall be eligible to receive as compensation for performance during fiscal years 2011, 2012, and 2013, a performance-based bonus award equal to up to 125% of Executive’s Base Salary for the applicable fiscal year (hereafter, such bonus for 2011, 2012 and 2013 is referred to as an “Annual Performance Bonus,” which, together with the Section 3(d) Restricted Stock is referred to herein collectively as the “Bonus”), as further provided below in this Section 3(d). The award of the Annual Performance Bonus for fiscal years 2011, 2012 and 2013 shall be determined by criteria (the “Bonus Criteria”) established as provided in this Agreement. The 2011 Bonus Criteria are set forth on Exhibit D; the 2011 Annual Performance Bonus shall be in the amount of (i) the percentage set forth on the table annexed at Exhibit C that corresponds to the Company’s 2011 Adjusted EPS multiplied by (ii) Executive’s Base Salary for calendar year 2011. The Bonus Criteria for fiscal years after 2011 shall be measured by the level of the Company’s Adjusted Earnings Per Share growth over the preceding fiscal year and the levels of increase in Adjusted Earnings Per Share for the fiscal year for which the Bonus Criteria are established and the corresponding percentage of Base Salary figures (which shall in any event provide for an Annual Performance Bonus of up to 125% of Executive’s Base Salary), which shall be established by the Compensation Committee in the exercise of its discretion, to determine the amount of the Annual Performance Bonus for such fiscal year. The Compensation Committee may, but shall have no obligation to, continue using the same percentage increases in Adjusted Earnings Per Share and corresponding percentage of salary figures as set forth on Exhibit C in determining the criteria for Executive’s Annual Performance Bonus for 2012 and 2013. The Base Salary used to determine the amount of the Annual Performance Bonus shall be the Base Salary in effect during the fiscal year for which the Base Annual Performance Bonus is being determined. The Bonus Criteria for any fiscal year after 2011 shall be established by the Compensation Committee before the end of the Company’s first fiscal quarter in such fiscal year.
Bonus Criteria. The criteria in (b)(i) and (ii) operate independently and provided for separate and distinct bonus opportunities.
Bonus Criteria. The Executive’s Bonus shall be based on the following criteria:
(a) The Executive shall be awarded 50% of the Bonus (10% of Base Salary then in effect) each year as long as the Executive is employed on December 31 of the year for which the Bonus is calculated (i.e. employed on December 31, 2008 for the year ended December 31, 2008).
(b) The remaining 50% of the Bonus (10% of the Base Salary) shall be determined by the performance of the Executive. The Compensation Committee, with input from the President and CEO of the Company, shall rate the Executive’s performance upon the completion of each calendar year. If less than the full 10% of Base Salary, the Compensation Committee shall provide written documentation of the areas they felt the Executive underperformed and should work to improve.
Bonus Criteria. For the Year 2 Period, Executive shall receive 30% of Salary earned with respect to the Year 2 Period, as a bonus if both the FY2017 Adjusted EBITDA Target and the 2017 Revenue Target are achieved; plus up to an additional 70% of Salary earned with respect to the Year 2 Period, as a bonus in the sole discretion of the Compensation Committee based on extraordinary financial and business performance of the Employer during the Year 2 Period (beyond the level required to achieve the bonus of 30% of Salary for the Year 2 Period). The Compensation Committee is also authorizing an additional 50% of base salary “Extraordinary Bonus” if the Company exceeds targeted revenues and Adjusted EBITDA by 50% relative to the targets approved by the Board for FY2017 at its meeting on 4/13/16.
Bonus Criteria. The Bonus Criteria for Year 2 shall be mutually agreed by the Executive and Employer no later than 30 days prior to the end of the Year 1 Period and shall include, among other metrics: i. Overall Company performance measured on EBITDA 14 of 23 Name: Xxxxxxx Xxxxxxxx Plan Name: Amended and Restated 2011 Equity Incentive Plan Effective _______________ , 2013, ("Grant Date"), you have been granted a non-qualified stock option to purchase three hundred thousand (300,000) shares of Mandalay Digital Group, Inc. common stock at an Exercise Price of _______ per share pursuant to the Mandalay Digital Group, Inc. Amended and Restated 2011 Equity Incentive Plan (the "Plan"). Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan. A copy of the Plan is attached to this Notice and Agreement. The terms and conditions of the Plan are incorporated herein by this reference. For purposes of Section 2.23, the definition of Misconduct shall be the same as the definition of "Cause" set forth in your Employment Agreement with the Company dated November ____, 2013 ("Employment Agreement"). This Option shall become vested and exercisable as follows: (i) 75,000 options shall vest on the one year anniversary of the Start Date; and (ii) the remaining 225,000 options shall vest monthly at a rate of 6,250 per month from month 13 to month 48 If your employment is terminated prior to the end of the four (4) year period, this Option is exercisable only with respect to the "cumulative shares vested" as of the date of your termination. Per the Plan, there shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. In addition, accelerated vesting applies to the extent provided for in your Employment Agreement in connection with a Change of Control (as defined therein) and certain termination events. Exhibit A (Vesting Schedule) indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the percentage indicated beside that date provided that the Participant has not suffered a Termination of Employment prior to the applicable vesting date. By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entiret...
Bonus Criteria. There are six (6) bonus criteria, each worth 25% of Salary. For example, if all six bonus criteria are achieved, the annual bonus for the applicable year shall be 150% of Salary. If only three (3) bonus criteria are achieved, the annual bonus for the applicable year shall be 75% of Salary. If none are achieved, then the annual bonus for the applicable year shall be 0% of Salary.
i. 25% of Salary if the Employer has publicly reported revenues for the Performance Period at least equal to the “12 Month Target Baseline Revenue” budgeted amounts for Q3 & Q4 of FY2014 previously approved by the Board on August 19, 2013 plus the Q1 & Q2 of FY2015 revenues projections to be provided by management and agreed and approved by the Board; plus
ii. 25% of Salary if the Employer has publicly reported revenues for the Performance Period equal to 125% of the minimum revenue required to achieve the bonus amount in (i) above; plus
iii. 25% of Salary if the Employer has EBITDA for the Performance Period at least equal to the Adjusted “12 Month Target EBITDA” plus the Q1 & Q2 of FY2015 EBITDA projection to be provided by management and agreed and approved by the Board; plus
iv. 25% of Salary if in addition to achieving the bonus amount in (iii) above, the Employer’s EBITDA for the Performance Period is $3 million more than the minimum EBITDA needed to achieve the bonus amount in (iii) above; plus
v. 25% of Salary if the Executive achieves the following strategic objectives as reasonably determined by the Compensation Committee of the Board of Directors:
1) Setting up a structured team acceptable to the Board of Directors of a CEO (assuming the Board of Directors requests a Change of Capacity), COO, CFO, GC, and other key executive functions in place;
2) Consolidating the corporate geographic control structure; and
3) Closing at least five (5) of major carrier relationships generating at least $1 million in annual run-rate revenues; plus
Bonus Criteria. There are two (2) bonus criteria, each worth 50% of Salary.
i. 50% of Salary if the Employer achieves Board of Directors-defined performance targets for publicly reported revenues and EBITDA (as defined above in this Schedule A) for the four fiscal quarters sequentially following the Performance Period, such targets to be determined within sixty (60) days of the Change in Capacity after consultation with the Executive.
ii. 50% of Salary if the Executive meets bonus targets specific to the CIO role determined by the Board of Directors, such targets to be determined within sixty (60) days of the Change in Capacity after consultation with the Executive.
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actually or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”
Bonus Criteria. (i) The Executive complies with his obligations under this Agreement, including without limitation the Executive’s obligations under Section 4 hereof.
(ii) The Executive actively participates and contributes to the growth of the Company’s business and operations.
(iii) The Executive receives a rating of 3.0 or better (rating scale of 1.0 to 5.0 with 5.0 being the highest rating) on the annual Company performance appraisal review process and related forms for 2008.
Bonus Criteria. Unless an Acceleration Event occurs, the Employee will become eligible to receive a bonus in cash and Shares (as defined below) in 2009 (the “Bonus”) only if the Corporation’s fiscal year 2009 earnings before interest, taxes, depreciation and amortization are a deficit of no more than $________ (the “EBITDA Threshold”). Except as set forth in Paragraph 5, Employee’s Bonus, if any, will be no more than $_____, based on the value of the Shares set forth below. The Corporation shall pay half of any Bonus in immediately available U.S. dollars not to exceed $_____ and half in Shares (as defined below), not to exceed _____ Shares (calculated based on the price per share of the Corporation’s Common Stock as quoted on NASDAQ as of the close of trading on February 23, 2009, of $0.69 per share). Except as set forth in Paragraph 4, the Corporation must pay all Bonus payments no later than March 15, 2010.
Bonus Criteria. 1.1 For the calendar year ended December 31, 1997, Executive will be entitled to a bonus of at least 25% of his base salary if CTS meets its budgetary goals for such year, as approved by the Board of Directors of CTS (or the Compensation and Stock Option Committee thereof).
1.2 Executive's bonus for each subsequent calendar year will be based on corporate performance and other criteria specifically identified for the Executive by the Chief Executive Officer and/or the Board of Directors of CTS (or the Compensation and Stock Option Committee thereof).
