Discretionary Annual Performance Bonus. Executive shall be eligible for a discretionary annual cash bonus equal to up to 55% of Executive’s then current base salary (the “Target Amount”), subject to review and adjustment by the Company in its sole discretion, payable subject to standard payroll withholding requirements, if applicable. Whether or not Executive is awarded any bonus will be dependent upon (a) Executive’s continuous performance of services to the Company through the date any bonus is paid; and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the Board in its sole discretion. No amount of any bonus is guaranteed at any time. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. The Board will determine in its sole discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of any such bonus, which could be above or below the Target Amount (and may be zero). Any bonus shall be subject to the terms of any applicable incentive compensation plan adopted by the Company. Any bonus, if awarded, will be paid to Executive within the time period set forth in any applicable incentive compensation plan, but, in any event, within two and one-half months following the end of the annual performance period during which the bonus is earned.
Discretionary Annual Performance Bonus. Executive shall be eligible for a discretionary annual cash bonus equal to up to 45% of Executive’s then current base salary (the “Target Amount”), subject to review and adjustment by the Company in its sole discretion, payable subject to standard payroll withholding requirements, if applicable. Whether or not Executive is awarded any bonus will be dependent upon (a) Executive’s continuous performance of services to the Company through December 31st of the year to which the bonus relates; and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the Board in its sole discretion. No amount of any bonus is guaranteed at any time. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. The Board will determine in its sole discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of any such bonus, which could be above or below the Target Amount (and may be zero); provided, as set forth below, certain payments are guaranteed for 2021 and 2022. Any bonus shall be subject to the terms of any applicable incentive compensation plan adopted by the Company. Any bonus, if awarded, will be paid to Executive within the time period set forth in any applicable incentive compensation plan, but, in any event, within two and one-half months following the end of the annual performance period during which the bonus is earned.
(i) Notwithstanding the above, the Company agrees that (i) for calendar year 2021, Executive shall be paid an annual cash bonus in the Target Amount, pro-rated based on Executive’s Start Date; and (ii) for calendar year 2022, an annual cash bonus of not less than the Target Amount. The 2021 and 2022 bonuses are subject to the conditions set forth above with respect to bonuses, generally.
Discretionary Annual Performance Bonus. Executive will also be eligible to earn an annual discretionary performance-based bonus for each calendar year in which Executive is employed, commencing with calendar year 2017, in an amount up to $50,000 (“Annual Bonus”), with the actual amount to be determined and approved at the discretion of the Compensation Committee and approved by the Board of Directors. As of the present time, the Company anticipates that the following factors, without limitation, will be considered in determining any Annual Bonus for 2017:
(a) achievement of Company goals and objectives, including, without limitation, the development of improved predictive financial modeling for the Company;
(b) achievement of departmental goals and objectives, including, without limitation: (i) streamlining and improving efficiency of agent pay in collaboration with the Company’s Chief Executive Officer, Vice President of Agent Experience, Chief Product and Technology Officer, Brokerage Operations, and others; and (ii) developing additional financial controls which will be required of an accelerated filer and/or by the Sarbanes Oxley Act; and
(c) additional criteria, subject to approval by the Compensation Committee and Board of Directors, including subjective and objective individual performance goals to be established by the Chief Executive Officer after consultation with Executive (which the Company anticipates will occur within ninety (90) days from the Effective Date). The Company anticipates that the performance metrics and the maximum amount of the potential Annual Bonus will be reviewed every six months by the Compensation Committee, which will make recommendations to the Board of Directors concerning any appropriate adjustments. To be eligible to earn an Annual Bonus, Executive must: (i) be employed by the Company on the date that the Company designates for the payment of executive bonuses, which shall be in the calendar year following the performance year; (ii) must be in full compliance with the law and all Company policies in the performance of his duties pursuant to this Agreement; and (iii) must not have engaged in any material breach of this Agreement or any other contractual obligation to the Company. The Compensation Committee and Board of Directors will determine in good faith and in their sole discretion whether and to what extent the agreed-upon goals are satisfied each year. If earned, the Annual Bonus will be paid in accordance with the Company’s general policies for paymen...
Discretionary Annual Performance Bonus. (a) During the Consulting Term, in the sole discretion of the Board, following each calendar year of employment, the Employee may be eligible to receive a discretionary cash bonus, of up to forty percent (40%) of the Employee’s Base Salary (the “Discretionary Annual Performance Bonus”), based on Consultant’s achievement relative to certain performance goals (“Performance Goals”) to be established by the Board. The determination of whether Consultant has met the Performance Goals for any given year, and if so, the amount of any Discretionary Annual Performance Bonus that will be paid for such year, if any, shall be determined by the Board in its sole and absolute discretion. In order to be eligible to earn or receive any Discretionary Annual Bonus the Consulting Relationship must remain effective through and including the end of the year with respect to which such Discretionary Annual Performance Bonus is awarded and earned. Any awarded Discretionary Annual Performance Bonus will be paid no later than March 15th of the calendar year immediately following the calendar year with respect to which the Discretionary Annual Bonus was awarded (the “Bonus Payment Date”). Any bonus with respect to the 2020 calendar year, if any, will be prorated to reflect the period during which the Employee was employed.
(b) Notwithstanding the foregoing, if the Company (A) terminates the Consulting Agreement without Cause pursuant to Section 4.4 or (B) in the event that the Consulting Agreement is terminated pursuant to Section 4.1 as a result of the Employee’s death or Permanent Disability (as defined in, and pursuant to Section 4.2), in any case prior to the last day of the calendar year with respect to which the Discretionary Annual Performance Bonus is to be paid, VAMI may receive, at the discretion of the Board, a prorated portion of any Discretionary Annual Performance Bonus, that the Board, in its sole discretion, may award (prorated, as to any such calendar year, through the date of such termination), which prorated portion shall be paid in any case on the Bonus Payment Date (the “Prorated Performance Bonus Payment”).
Discretionary Annual Performance Bonus. Following the end of each calendar year beginning after 2006 in which the Company employs the Executive and subject to the approval of the Board or the Compensation Committee, the Executive shall be eligible for a target bonus of 50% of his Base Salary, provided that he meets the targets or objectives set forth in his bonus plan and the Company exceeds its fiscal year performance targets, as determined by the Board or its Compensation Committee in its sole discretion; his actual bonus will be determined based on actual performance with no minimum bonus and no cap on the maximum bonus. The Executive shall work with the President of HMS (or any other executive to whom the Company assigns this task) to set forth his bonus plan targets and objectives. If no bonus plan is agreed upon, the Executive’s bonus plan and/or his bonus will be determined in the sole and exclusive discretion of the Board or its Compensation Committee. The Executive must be an active employee of the Company on the date any bonus is distributed to be eligible for and to earn any bonus award.
Discretionary Annual Performance Bonus. Only in the event that the Company’s EBITDA exceeds its mutually-agreed (between the Company and the Executive) upon target EBITDA by more than 10% in a given year as determined by the Company’s auditors and as certified by the Company’s Chief Financial Officer, the Executive shall also be eligible, during the Employment Term, to receive a Discretionary Annual Performance Bonus (the “Discretionary Annual Performance Bonus”) which shall be an amount, if any, determined in the sole discretion of the Company’s Board of Directors. Any Discretionary Annual Performance Bonus paid under this Agreement shall be paid to the Executive only if he remains employed with the Company on the date that the Discretionary Annual Performance Bonus is paid. The Discretionary Annual Performance Bonus, if any, will be paid no later than sixty (60) days from the delivery of the audit for the prior year, but not later than May 15 of each year.
Discretionary Annual Performance Bonus. In order to serve as an incentive to the Employee, following the end of each fiscal year in which the Employee is employed by the Company and subject to the approval of the Company’s Board of Directors, the Employee is eligible for a bonus of up to thirty percent (15%) of his annualized base salary, provided that he meets the targets or objectives set forth in his bonus plan, as determined by the Company in its sole discretion. The Employee must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn any bonus award. The Company will distribute bonus and awards 90 days from the fiscal year end.
