Common use of Cash Bonus Clause in Contracts

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each full fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 (bonus, with the “Maximum Bonus”). (ii) Eighty percent (80%) amount of the Maximum Bonus (bonus to be determined by the “EBITDA Bonus”) shall be payable to Executive Board based on the achievement of EBITDA achieved by the Company in such fiscal year relative to the annual EBITDA target for such fiscal year set forth in the Company’s annual management plan pursuant to the Mattress Firm Holding Corp. Executive Annual Incentive Plan (or such other bonus plan maintained by the Company for its senior executives) (as to a given fiscal year, the “Annual EBITDA Target”). The Executive’s target bonus shall for each fiscal year will be equal to 50% of the EBITDA Bonus Base Salary for such fiscal year if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1year. If the Company achieves more than 100% of the Annual EBITDA Target in excess ofTarget, or belowthe Executive may receive a bonus of up to 100% of Base Salary pursuant to terms established by the Board. If the Company does not achieve more than 90% of the Annual EBITDA Target, the Executive will be entitled to no cash bonus. If the Company achieves between 90% and 100%% of the Annual EBITDA Target, as applicablethe cash bonus will be determined by linear interpolation between 0% and 50% of Base Salary. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.595% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal yearTarget, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would shall be equal to 25% of Base Salary. “EBITDA” shall be determined as provided in the EBITDA Bonus and Mattress Firm Holding Corp. Executive Annual Incentive Plan (D) 95% or less such other bonus plan maintained by the Company for its senior executives). Notwithstanding the foregoing, with respect to the fiscal year of the Annual EBITDA Target after the accrual Company ending on or about January 31, 2012, any such cash bonus shall be calculated based on a Base Salary of all management bonuses for $400,000, regardless of whether an IPO shall have been consummated during such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 100% of his Base Salary (the “Maximum Bonus”). (ii) Eighty percent (80%) . The bonus shall be equal to 50% of the Maximum Bonus if the Company achieves (as determined by the “EBITDA Bonus”Board) shall be payable to Executive based on the achievement 100% of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Maximum Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Maximum Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Maximum Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Maximum Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (ivii) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (viii) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 250,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (ia) For each the 2006, 2007 and 2008 fiscal year of the Company during the Termyears, the Executive will be eligible to receive a cash bonus of up to $200,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if event that the Company achieves (as determined by the BoardBoard in good faith) at least 100% of the Annual annual EBITDA Target (as defined below) target (as established by the Board) for such fiscal year (each, a “Minimum EBITDA Target”) after the accrual of all management bonuses for such fiscal year and will increase or decrease on year, the Executive shall be entitled to receive a linear basis at a rate of 10% of EBITDA Bonus for each 1cash bonus calculated as provided in this Section 5.2(a). In the event that the Company achieves 100% of the Annual Minimum EBITDA Target in excess offor such fiscal year (after the accrual of all management bonuses), or belowthe Executive shall be entitled to receive a cash bonus equal to 33% of the Base Salary for the applicable fiscal year. In the event that the Company achieves greater than 100% of the Minimum EBITDA Target for such fiscal year (after the accrual of all management bonuses), 100%the Executive shall be entitled to receive a cash bonus equal the sum of the following: (i) 33% of the Base Salary; plus (ii) 2.21% of the amount by which the EBITDA achieved by the Company for such fiscal year exceeds the Minimum EBITDA Target for such fiscal year; plus (iii) 1.04% of the amount, as applicableif any, by which the EBITDA achieved by the Company for such fiscal year exceeds the sum of (w) the Minimum EBITDA Target for such fiscal year and (x) $5 million; plus (iv) 3.25% of the amount, if any, by which the EBITDA achieved by the Company for such fiscal year exceeds the sum of (w) the Minimum EBITDA Target for such fiscal year and (x) $15 million. By way of example, if the Company achieves (A) 105% or more of EBITDA equal to the Annual applicable Minimum EBITDA Target for 2006, 2007 or 2008, after the accrual of all management bonuses for a the applicable fiscal year, the Executive’s cash bonus would be an amount equal to 33% of the EBITDA BonusBase Salary for the applicable fiscal year, (B) 102.5EBITDA exceeding the applicable Minimum EBITDA Target for 2006, 2007 or 2008 by $5,000,000, after the accrual of all management bonuses for the applicable fiscal year, the Executive’s cash bonus would be an amount equal to 50% of the Annual Base Salary for the applicable fiscal year, (C) EBITDA exceeding the applicable Minimum EBITDA Target for 2006, 2007 or 2008 by $15,000,000, after the accrual of all management bonuses for the applicable fiscal year, the Executive’s cash bonus would be an amount equal to 100% of the Base Salary for the applicable fiscal year, (D) EBITDA exceeding the applicable Minimum EBITDA Target for 2006, 2007 or 2008 by $20,000,000, after the accrual of all management bonuses for the applicable fiscal year, the Executive’s cash bonus would be an amount equal to 150% of the Base Salary for the applicable fiscal year, and (E) less than 100% of the Minimum EBITDA Target for such fiscal year, after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the Executive’s cash bonus would be equal to zero. (iiib) The With respect to each fiscal year during the Term other than the 2006, 2007 and 2008 fiscal years, the Executive shall be eligible entitled to receive twenty percent (20%) of the Maximum Bonus a cash bonus in the discretion of the Board such amount and based upon the recommendation achievement of such performance and strategic objectives as shall be established by the Chief Executive Officer Board at the beginning of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable such fiscal year. (ivc) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual Minimum EBITDA TargetTarget or any performance and strategic objectives set by the Board as provided in Section 5.2(b), as the case may be) to the Company, the Annual Minimum EBITDA Target or any performance and strategic objectives set by the Board as provided in Section 5.2(b), as the case may be, may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (vd) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each full fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 (bonus, with the “Maximum Bonus”). (ii) Eighty percent (80%) amount of the Maximum Bonus (bonus to be determined by the “EBITDA Bonus”) shall be payable to Executive Board based on the achievement of EBITDA achieved by the Company in such fiscal year relative to the annual EBITDA target for such fiscal year set forth in the Company’s annual management plan pursuant to the Mattress Firm Holding Corp. Executive Annual Incentive Plan (or such other bonus plan maintained by the Company for its senior executives) (as to a given fiscal year, the “Annual EBITDA Target”). The Executive’s target bonus for each fiscal year shall be equal to 50% of the EBITDA Bonus Base Salary for such fiscal year if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1year. If the Company achieves more than 100% of the Annual EBITDA Target in excess ofTarget, or belowthe Executive may receive a bonus of up to 100% of Base Salary pursuant to terms established by the Board. If the Company does not achieve more than 90% of the Annual EBITDA Target, the Executive will be entitled to no cash bonus. If the Company achieves between 90% and 100%% of the Annual EBITDA Target, as applicablethe cash bonus will be determined by linear interpolation between 0% and 50% of Base Salary. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.595% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal yearTarget, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would shall be equal to 25% of Base Salary. “EBITDA” shall be determined as provided in the EBITDA Bonus and Mattress Firm Holding Corp. Executive Annual Incentive Plan (D) 95% or less such other bonus plan maintained by the Company for its senior executives). Notwithstanding the foregoing, with respect to the fiscal year of the Annual EBITDA Target after the accrual Company ending on or about January 31, 2012, any such cash bonus shall be calculated based on a Base Salary of all management bonuses for $289,900, regardless of whether an IPO shall have been consummated during such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 300,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 275,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 250,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.

Cash Bonus. (i) For each fiscal year of the Company during the Term, the Executive will be eligible to receive a cash bonus of up to $200,000 150,000 (the “Maximum Bonus”). (ii) Eighty percent (80%) of the Maximum Bonus (the “EBITDA Bonus”) shall be payable to Executive based on the achievement of the annual EBITDA target set forth in the Company’s annual management plan (the “Annual EBITDA Target”). The bonus shall be equal to 50% of the EBITDA Bonus if the Company achieves (as determined by the Board) 100% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year and will increase or decrease on a linear basis at a rate of 10% of EBITDA Bonus for each 1% of the Annual EBITDA Target in excess of, or below, 100%, as applicable. By way of example, if the Company achieves (A) 105% or more of the Annual EBITDA Target after the accrual of all management bonuses for a fiscal year, the bonus would be equal to the EBITDA Bonus, (B) 102.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 75% of the EBITDA Bonus, (C) 97.5% of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to 25% of the EBITDA Bonus and (D) 95% or less of the Annual EBITDA Target after the accrual of all management bonuses for such fiscal year, the bonus would be equal to zero. (iii) The Executive shall be eligible to receive twenty percent (20%) of the Maximum Bonus in the discretion of the Board based upon the recommendation of the Chief Executive Officer of the Company taking into account whether the Company achieved certain pre-set operating objectives for the applicable fiscal year. (iv) In the event the Company makes an acquisition or disposition of a company or line of business or other substantial change (including a substantial increase or decrease in capital expenditures to the extent not accounted for in the applicable Annual EBITDA Target) to the Company, the Annual EBITDA Target may be adjusted by the Board, in good faith, to adjust for such acquisition, disposition or other change. (v) For the purpose hereof, “EBITDA” means the consolidated earnings of the Company, including equity in the earnings from non-consolidated subsidiaries, before interest, taxes, depreciation, amortization and after deduction of all operating expenses, minority interest expenses and incentive compensation, all as calculated in accordance with generally accepted accounting principles consistently applied, as reflected in the Company’s most recent available audited consolidated financial statements for the immediately preceding fiscal year.