Common use of Cash Incentive Programs Clause in Contracts

Cash Incentive Programs. (i) Executive will be eligible to participate in the Company’s cash incentive programs made available generally to senior executives of the Company, as in effect from time to time (any such incentive, a “Cash Incentive”), provided that the terms and conditions on which Executive participates in any such Cash Incentive program(s) shall be determined by the Board in its sole discretion. With respect to calendar year 2016, Executive will participate in an uncapped Cash Incentive program under which incentives are determined as a percentage of the Company’s Net Revenue (as defined below) for calendar year 2016, but only if the Company achieves the applicable Gross Managed Revenue (as defined below) targets for such calendar year, as follows: $500,000,000 or less 0.0000 % $600,000,000 0.0700 % $700,000,000 0.1200 % $800,000,000 0.1700 % $900,000,000 0.2200 % $1,000,000,000 or more 0.2400 % If the Company’s Gross Managed Revenue for calendar year 2016 exceeds $500,000,000, but falls between any two of the Gross Managed Revenue targets set forth above, then Executive’s Cash Incentive for calendar year 2016 (the “2016 Cash Incentive”) will be determined by straight-line interpolation between the Net Revenue percentages applicable to such Gross Managed Revenue targets. (ii) Any 2016 Cash Incentive will be paid to Executive in quarterly installments during calendar year 2016, with actual payments made no later than sixty (60) days after the end of the relevant calendar quarter, subject to Executive’s continued employment with the Company through the end of such calendar quarter. Quarterly 2016 Cash Incentive installments will be earned during the applicable calendar quarter based on actual Gross Managed Revenue for such calendar quarter; provided, that the Company may, as determined by the Board in its sole discretion, pay quarterly amounts in excess of applicable Gross Managed Revenue attainment for the calendar quarter based on the Board’s good-faith estimate of annual Gross Managed Revenue (but, for the avoidance of doubt, the Company shall have no obligation to do so). If the Company pays any quarterly 2016 Cash Incentive in excess of the amount payable based on actual Gross Managed Revenue attainment for such calendar quarter, any such excess amount shall, to the extent determined by the Board, reduce the amount of any future quarterly installment as necessary to cause the actual annual amount of such Cash Incentive to correspond to the foregoing table. The Board may review and revise or terminate the 2016 Cash Incentive program from time to time (including in connection with a Change in Control (as defined below)), in its sole discretion, provided that any such change shall not adversely impact any 2016 Cash Incentive earned by Executive prior to such change. In the event of a conflict between the terms of the 2016 Cash Incentive program and the provisions contained in any formal bonus plan adopted by the Company, the provisions of the formal bonus plan will control. (iii) For purposes of this Agreement, “Gross Managed Revenue” shall mean, with respect to any calendar year, the Company’s total gross managed revenue during such year; and “Net Revenue” shall mean, with respect to any calendar year, the Company’s total Gross Managed Revenue less the total cost of media and data during such year.

Cash Incentive Programs. (i) Executive will be eligible to participate in the Company’s cash incentive programs made available generally to senior executives of the Company, as in effect from time to time (any such incentive, a “Cash Incentive”), provided that the terms and conditions on which Executive participates in any such Cash Incentive program(s) shall be determined by the Board in its sole discretion. With respect to calendar year 2016, Executive will participate in an uncapped Cash Incentive program under which incentives are determined as a percentage of the Company’s Net Revenue (as defined below) for calendar year 2016, but only if the Company achieves the applicable Gross Managed Revenue (as defined below) targets for such calendar year, as follows: $500,000,000 or less 0.0000 % $600,000,000 0.0700 0.0500 % $700,000,000 0.1200 0.0925 % $800,000,000 0.1700 0.1350 % $900,000,000 0.2200 0.1775 % $1,000,000,000 or more 0.2400 0.2000 % If the Company’s Gross Managed Revenue for calendar year 2016 exceeds $500,000,000, but falls between any two of the Gross Managed Revenue targets set forth above, then Executive’s Cash Incentive for calendar year 2016 (the “2016 Cash Incentive”) will be determined by straight-line interpolation between the Net Revenue percentages applicable to such Gross Managed Revenue targets. (ii) Any 2016 Cash Incentive will be paid to Executive in quarterly installments during calendar year 2016, with actual payments made no later than sixty (60) days after the end of the relevant calendar quarter, subject to Executive’s continued employment with the Company through the end of such calendar quarter. Quarterly 2016 Cash Incentive installments will be earned during the applicable calendar quarter based on actual Gross Managed Revenue for such calendar quarter; provided, that the Company may, as determined by the Board in its sole discretion, pay quarterly amounts in excess of applicable Gross Managed Revenue attainment for the calendar quarter based on the Board’s good-faith estimate of annual Gross Managed Revenue (but, for the avoidance of doubt, the Company shall have no obligation to do so). If the Company pays any quarterly 2016 Cash Incentive in excess of the amount payable based on actual Gross Managed Revenue attainment for such calendar quarter, any such excess amount shall, to the extent determined by the Board, reduce the amount of any future quarterly installment as necessary to cause the actual annual amount of such Cash Incentive to correspond to the foregoing table. The Board may review and revise or terminate the 2016 Cash Incentive program from time to time (including in connection with a Change in Control (as defined below)), in its sole discretion, provided that any such change shall not adversely impact any 2016 Cash Incentive earned by Executive prior to such change. In the event of a conflict between the terms of the 2016 Cash Incentive program and the provisions contained in any formal bonus plan adopted by the Company, the provisions of the formal bonus plan will control. (iii) For purposes of this Agreement, “Gross Managed Revenue” shall mean, with respect to any calendar year, the Company’s total gross managed revenue during such year; and “Net Revenue” shall mean, with respect to any calendar year, the Company’s total Gross Managed Revenue less the total cost of media and data during such year.