Common use of Cash Incentive Compensation Clause in Contracts

Cash Incentive Compensation. (i) With respect to the Company’s 2009 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in the Employment Term, the Executive shall participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter of $1,600,000 (as applicable, the “Target Bonus Amount”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no less than the Target Bonus Amount if the applicable performance targets are met for the fiscal year); provided, that in no event shall the Executive’s annual bonus for 2009 be less than the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year Guaranteed Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or such authorized committee) shall establish such targets with respect to the Executive in consultation with him, which shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period for other senior executives of the Company generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in occurs during the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter the percentage of $1,600,000 the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target percentage of the Base Salary set forth on Exhibit A attached hereto (the “Maximum Bonus Amount if the applicable performance targets are met for the fiscal yearPercentage”); provided, however, that with respect to the Company’s 2009 fiscal year, the Executive’s actual annual bonus earned for such fiscal year shall in no event shall the Executive’s annual bonus for 2009 be less than the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year Guaranteed Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009750,000. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or such authorized committee) shall establish such targets with respect to the Executive in consultation with him, which shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period for other senior executives of the Company generally andearned which, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in occurs during the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter the percentage of $1,600,000 the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target percentage of the Base Salary set forth on Exhibit A attached hereto (the “Annual Bonus Amount if the applicable performance targets are met for the fiscal yearPercentage”); provided, however, that in no event shall with respect to the ExecutiveCompany’s 2009 fiscal year, the Executive will be entitled to a guaranteed annual bonus for 2009 be of no less than the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year Guaranteed Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009712,500. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or any such authorized committee) shall establish such performance targets with respect to the Executive in consultation with him, which for a fiscal year shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period such fiscal year for other senior executives of the Company (other than (i) annual performance targets established for the Chief Executive Officer of the Company and (ii) any performance targets established in connection with an executive’s commencement of employment with, or promotion within, the Company) generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 2008 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in occurs during the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter the percentage of $1,600,000 the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target percentage of the Base Salary set forth on Exhibit A attached hereto (the “Maximum Bonus Amount if the applicable performance targets are met for the fiscal yearPercentage”); provided, however, that in no event shall with respect to the Company’s 2008 fiscal year, the Executive’s actual annual bonus earned for 2009 such fiscal year, if any, will be less than equal to the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events (x) the Executive’s annual bonus payable which otherwise would have been earned by Executive for 2009 will be reduced by the amount Company’s 2008 fiscal year absent pro-ration, times (y) a fraction, the numerator of First Year Guaranteed Annual Bonus (as defined which is the number of days in the Prior Agreement) paid to Company’s 2008 fiscal year from and after October 1, 2008, and the Executive in June 2009denominator of which is 365. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or such authorized committee) shall establish such targets with respect to the Executive in consultation with him, which shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period for other senior executives of the Company generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 2007 fiscal year, the Executive will be eligible to receive a minimum annual bonus in the amount of fifty percent as set forth on Exhibit A attached hereto; subject to the Executive’s continued employment with the Company until the last calendar day of the fiscal year ending 2007. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which an amount higher than such minimum annual bonus may be earned. (ii) With respect to each fiscal year of the Company thereaftercommencing with the Company’s 2008 fiscal year, all or part of which is contained in the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target minimum bonus opportunity for 2009 of $2,400,000 and the percentage of Base Salary set forth on Exhibit A attached hereto (the “Minimum Bonus Percentage”), a target bonus opportunity thereafter of $1,600,000 the percentage of the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target Bonus Amount if percentage of the applicable performance targets are met for Base Salary set forth on Exhibit A attached hereto (the fiscal year); provided, that in no event shall the Executive’s annual bonus for 2009 be less than the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year Guaranteed “Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009Percentage”). The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or such authorized committee) shall establish such targets with respect to the Executive in consultation with him, which shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period for other senior executives of the Company generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 fiscal year and ending 2007, the Executive will be eligible to receive an annual performance bonus in the amount which represents a pro-rata portion of the Executive’s Base Salary, set forth on Exhibit A attached hereto, for each full calendar day the Executive is employed by the Company during the 2007 fiscal year divided by 365. Subject to the Executive’s continued employment with the Company on the date of payment, the Executive will be paid the annual performance bonus pursuant to this Section 4(b)(i) on or about February 1, 2008. (ii) With respect to each fiscal year of the Company thereaftercommencing with the Company’s 2008 fiscal year, all or part of which is contained in the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter of $1,600,000 not less than the percentage of the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) ), and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target Bonus Amount if percentage of the applicable performance targets are met for Base Salary set forth on Exhibit A attached hereto (the fiscal year); provided, that in no event shall the Executive’s annual bonus for 2009 be less than the Executive’s guaranteed Target Bonus Amount for 2009 of $2,400,000 and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year Guaranteed “Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009Percentage”). The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or such authorized committee) shall establish such targets with respect to the Executive in consultation with him, which shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period for other senior executives of the Company generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 2010 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in the Employment Termyear, the Executive shall be entitled to receive an annual bonus consistent with the terms of the applicable annual management incentive program, as amended by the compensation program adopted by the Company on September 2, 2010, payable no later than March 15, 2011. With respect to the Company’s 2011 fiscal year, the Executive will participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter 100% of $1,600,000 Base Salary (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter 200% percent of $3,200,000 Base Salary (with payment at no less than the Target “Annual Bonus Amount if the applicable performance targets are met for the fiscal yearPercentage”); provided, however, that in no event shall accordance with the compensation program adopted by the Company on September 2, 2010, fifty percent (50%) of the Executive’s annual bonus compensation for 2009 the Company 2011 fiscal year shall be less than guaranteed at the Executive’s guaranteed Target Bonus Amount for 2009 Percentage and payable in four equal installments on March 31, 2011, June 30, 2011, September 30, 2011 and December 31, 2011 (each of $2,400,000 such four dates, a “vesting date,” and in all events the Executive’s annual bonus payable for 2009 will be reduced by the amount of First Year payments “Guaranteed Annual Bonus (as defined in the Prior Agreement) paid to the Executive in June 2009Payments”). The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or any such authorized committee) shall establish such performance targets with respect to the Executive in consultation with him, which for a fiscal year shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period such fiscal year for other senior executives of the Company generally and, in (other than (i) annual performance targets established for the case Chief Executive Officer of the Company and (ii) any performance metrics for fiscal year 2009targets established in connection with an executive’s commencement of employment with, shall be or promotion within, the metrics attached hereto as Schedule 1Company). Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).

Cash Incentive Compensation. (i) With respect to the Company’s 2009 fiscal year and each fiscal year of the Company thereafter, all or part of which is contained in occurs during the Employment Term, the Executive shall will be eligible to participate in the Company’s annual management incentive program or arrangement approved by the Board (or any authorized committee thereof) or any successor program or plan thereto or (ii) or thereunder on terms and conditions no less favorable to the Executive than those available to similarly situated executives of the Company, with a guaranteed target bonus opportunity for 2009 of $2,400,000 and a target bonus opportunity thereafter the percentage of $1,600,000 the Base Salary set forth on Exhibit A attached hereto (as applicable, the “Target Bonus AmountPercentage”) and a maximum bonus opportunity for 2009 of $4,000,000 and a maximum bonus opportunity thereafter of $3,200,000 (with payment at no not less than the Target percentage of the Base Salary set forth on Exhibit A attached hereto (the “Annual Bonus Amount if the applicable performance targets are met for the fiscal yearPercentage”); provided, that in no event shall the Executive’s annual bonus for 2009 be less than $787,500; provided further, that the Executive’s guaranteed Target Bonus Amount for 2009 of Executive shall remain entitled to the $2,400,000 333,333.33 that constitutes the Second Installment, which shall now be payable in cash to the Executive on September 18, 2009, and in all events this Second Installment, to the Executive’s annual bonus payable for 2009 will be reduced by extent paid to the amount of Executive (but not the First Year Guaranteed Annual Bonus Installment (as defined in the Prior Agreement)) shall be deducted from the 2009 annual bonus to be paid to the Executive in June 2009Executive. The Board (or any authorized committee thereof) shall have the authority to establish performance metrics and such other terms and conditions of the annual management incentive program pursuant to which such bonuses may be earned, provided that the Board (or any such authorized committee) shall establish such performance targets with respect to the Executive in consultation with him, which for a fiscal year shall be no less favorable to the Executive than the annual performance targets established for the applicable performance period such fiscal year for other senior executives of the Company (other than (i) annual performance targets established for the Chief Executive Officer of the Company and (ii) any performance targets established in connection with an executive’s commencement of employment with, or promotion within, the Company) generally and, in the case of the performance metrics for fiscal year 2009, shall be the metrics attached hereto as Schedule 1. Such annual bonuses shall be paid to the Executive 100% in cash no later than the date such bonuses are generally paid to other senior executives of the Company, but in all events by March 15 of the year following the fiscal year for which such annual bonus was earned (unless the Executive has elected to defer receipt of any such bonuses).