Common use of Bonus or other Incentive Compensation Clause in Contracts

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on the achievement of goals established by the Board from time to time (the “Goals”). During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of at least 40% of her then-applicable Base Salary and an opportunity to earn a maximum annual bonus of not less than 60% of her then-applicable Base Salary; provided, however, the Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 and November 10, 2012 shall be based on the arrangement between the Executive and the Company in effect during such period, and the portion of the bonus representing the period between November 11, 2012 and December 31, 2012 shall be based on the terms hereof. The amount of any actual payment will depend upon the achievement (or not) of the Goals established by the Board. Except as otherwise provided in this Agreement, to receive a bonus under the Bonus Plan, the Executive must be employed on the date of payment of such bonus. Amounts payable under the Bonus Plan shall be determined by the Board and shall be paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of (a) For so long as the Company during the Termis a direct or indirect subsidiary of Parent, the Executive shall be eligible to receive annual bonus compensation under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on the achievement of Company-specific goals established by the Parent Board from time to time (the “Goals”). During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of at least 4050% of her his then-applicable Base Salary and an opportunity to earn a maximum annual bonus of not less than 60% of her his then-applicable Base Salary; provided, however, the Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 and November 10, 2012 shall be based on the arrangement between the Executive and the Company in effect during such period, and the portion of the bonus representing the period between November 11, 2012 and December 31, 2012 shall be based on the terms hereof. The amount of any actual payment will depend upon the achievement (or not) of the Goals established by the Parent Board. Except as otherwise provided in In the event of any termination of this AgreementAgreement pursuant to Section 5.2,, to receive a bonus under the Bonus Plan, the Executive must be employed on the date of payment of such bonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. In the event that a Change of Control occurs that results in the Company not being a direct or indirect subsidiary of Parent, (i) the Company (not Parent) shall be responsible for the payment of any Incentive Compensation amounts with respect to completed or pro rata fiscal years for which Bonus Plan amounts have not yet been paid (collectively, “Unpaid Periods”) and (ii) the Goals will deemed satisfied at a 100% achievement level with respect to Unpaid Periods. (b) Following any Change of Control that results in the Company not being a direct or indirect subsidiary of Parent (a “Breg Disposition”), Executive shall be eligible to receive annual bonus compensation awards from the Company on economic terms materially consistent with those provided to Executive under the Bonus Plan immediately prior to such Change of Control. (c) Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise (except for any retention-based bonus arrangement) is referred to herein as “Incentive Compensation.” Stock-based compensation compensation, and any retention-based bonus arrangement, shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on the achievement of goals established by the Board from time to time (the “Goals”). During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of at least 4060% of her his then-applicable Base Salary and an opportunity to earn a maximum annual bonus of not less than 6090% of her his then-applicable Base Salary; provided, however, the Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 and November 105, 2012 shall be based on the arrangement between the Executive and the Company in effect during such period, and the portion of the bonus representing the period between November 116, 2012 and December 31, 2012 shall be based on the terms hereof. The amount of any actual payment will depend upon the achievement (or not) of the Goals established by the Board. Except as otherwise provided in this Agreement, to receive a bonus under the Bonus Plan, the Executive must be employed on the date of payment of such bonus. Amounts payable under the Bonus Plan shall be determined by the Board and shall be paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of the Company during the Term, the Executive shall be eligible to receive annual bonus compensation under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) based on the achievement of goals established by the Board from time to time (the “Goals”). During the Term, the Executive will have a target bonus opportunity under the Bonus Plan of at least 4060% of her his then-applicable Base Salary and an opportunity to earn a maximum annual bonus of not less than 6090% of her his then-applicable Base Salary; provided, however, the Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 2011 calendar year shall be determined based on a pro-rated methodology such that the portion of the bonus representing the period between January 1, 2012 2011 and November 10September 30, 2012 2011 shall be based on the arrangement between the Executive and the Company in effect during such period, and the portion of the bonus representing the period between November 11October 1, 2012 2011 and December 31, 2012 2011 shall be based on the terms hereof. The amount of any actual payment will depend upon the achievement (or not) of the Goals established by the Board. Except as otherwise provided in this Agreement, to receive a bonus under the Bonus Plan, the Executive must be employed on the date of payment of such bonus. Amounts payable under the Bonus Plan shall be determined by the Board and shall be paid following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Board may establish from time to time in its sole discretion. Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.

Bonus or other Incentive Compensation. With respect to each fiscal year of (a) For so long as the Company during the Termis a direct or indirect subsidiary of Parent, the Executive shall be eligible to receive annual bonus compensation under the Parent’s Executive Annual Incentive Plan or any successor plan (the “Bonus Plan”) in an amount based on reasonable Company-specific goals for the achievement earning of goals established such compensation as may be determined by the Parent Board from time to time (the “Goals”). During the Term, the Executive Amounts that may be earned upon attainment of annual Goals will have a target bonus opportunity under the Bonus Plan of at least 40% of her then-applicable Base Salary and an opportunity be targeted to earn a maximum annual bonus of equal not less than 6050% of her then-applicable Base Salary; provided, however, the Executive’s bonus under the Annual Incentive Plan with respect to work performed during the 2012 calendar year shall be determined based on a pro-rated methodology annual base salary in such that the portion of the bonus representing the period between January 1, 2012 and November 10, 2012 shall be based on the arrangement between the Executive and the Company in effect during such period, and the portion of the bonus representing the period between November 11, 2012 and December 31, 2012 shall be based on the terms hereoffiscal year. The amount of any actual payment under the Bonus Plan will depend upon the achievement (or not) of the Goals established various performance metrics comprising the Goals, with an opportunity to earn maximum annual bonus compensation of not less than 60% of annual base salary in such fiscal year under Parent’s Executive Annual Incentive Plan or any successor plan or as may be determined by the BoardParent Board from time-to-time (the “Bonus Plan”). Except Amounts will be less than either such target or nothing if the Goals are not met as otherwise provided in this Agreement, to receive a bonus set forth under the terms of the Bonus Plan, the Executive must be employed on the date of payment of such bonus. Amounts payable under the Bonus Plan shall be determined by the Parent Board and shall be paid payable following such fiscal year and no later than two and one-half months after the end of such fiscal year. In addition, the Executive shall be eligible to receive such additional bonus or incentive compensation as the Parent Board may establish from time to time in its sole discretion. In the event that a Change of Control occurs that results in the Company not being a direct or indirect subsidiary of Parent, (i) the Company (not Parent) shall be responsible for the payment of any Incentive Compensation amounts with respect to completed or pro rata fiscal years for which Bonus Plan amounts have not yet been paid (collectively, “Unpaid Periods”) and (ii) the Goals will deemed satisfied at a 100% achievement level with respect to Unpaid Periods. (b) Following any Change of Control that results in the Company not being a direct or indirect subsidiary of Parent (a “Breg Disposition”), Executive shall be eligible to receive annual bonus compensation awards from the Company on economic terms materially consistent with those provided to Executive under the Bonus Plan immediately prior to such Change of Control. (c) Any bonus or incentive compensation under this Section 2.3 under the Bonus Plan or otherwise is referred to herein as “Incentive Compensation.” Stock-based compensation shall not be considered Incentive Compensation under the terms of this Agreement unless the parties expressly agree otherwise in writing.