Common use of Fixed Portion Clause in Contracts

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄2). The “Average Target Achievement shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 2015, after 2013 and 2014 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 and the Executive’s Target Bonus Percentage is 75%. In 2013, the Executive’s earned annual bonus was $320,625, calculated as (x) $450,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 2014, the Executive’s earned annual bonus was $337,500, calculated as (x) $450,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 75%, multiplied by (C) $450,000, times one and one-half (1 1⁄2), or $329,062.50.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-one- half (1 1⁄211/2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152010, after 2013 2008 and 2014 2009 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 300,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132008, the Executive’s earned annual bonus was $320,625209,000, calculated as (x) $450,000 275,000 Annual Base Salary, times (y) 7580% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142009, the Executive’s earned annual bonus was $337,500242,250, calculated as (x) $450,000 285,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000300,000, times one and one-half (1 1⁄21/2), or $329,062.50372.937.50.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 2015, after 2013 and 2014 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 600,000 and the Executive’s Target Bonus Percentage is 75%. In 2013, the Executive’s earned annual bonus was $320,625427,500, calculated as (x) $450,000 600,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 2014, the Executive’s earned annual bonus was $337,500450,000, calculated as (x) $450,000 600,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 75%, multiplied by (C) $450,000600,000, times one and one-half (1 1⁄2), or $329,062.50658,125.00.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-one half (1 1⁄211/2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152016, after 2013 2014 and 2014 2015 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 350,000 and the Executive’s Target Bonus Percentage is 75%. In 20132014, the Executive’s earned annual bonus was $320,625249,375, calculated as (x) $450,000 350,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142015, the Executive’s earned annual bonus was $337,500262,500, calculated as (x) $450,000 350,000 Annual Base Salary, times (y) 75% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 75%, multiplied by (C) $450,000350,000, times one and one-half (1 1⁄2), or $329,062.50383,906.25.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄21/2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152010, after 2013 2008 and 2014 2009 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 300,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132008, the Executive’s earned annual bonus was $320,625209,000, calculated as (x) $450,000 275,000 Annual Base Salary, times (y) 7580% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142009, the Executive’s earned annual bonus was $337,500242,250, calculated as (x) $450,000 285,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000300,000, times one and one-half (1 1⁄21/2), or $329,062.50372,937.50.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152012, after 2013 2010 and 2014 2011 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132010, the Executive’s earned annual bonus was $320,625363,375, calculated as (x) $450,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142011, the Executive’s earned annual bonus was $337,500382,500, calculated as (x) $450,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000, times one and one-half (1 1⁄2), or $329,062.50372,937.50.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-one- half (1 1⁄2l1/2). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152010, after 2013 2008 and 2014 2009 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 300,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132008, the Executive’s earned annual bonus was $320,625209,000, calculated as (x) $450,000 275,000 Annual Base Salary, times (y) 7580% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142009, the Executive’s earned annual bonus was $337,500242,250, calculated as (x) $450,000 285,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000300,000, times one and one-half (1 1⁄21/2), or $329,062.50372,937.50.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the The Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half two (1 1⁄22). The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). For any prior calendar year that is incomplete, the then current Target Bonus Percentage shall be substituted for actual earned bonus percentage for such year. Such amount shall be paid in equal installments over a period of eighteen twenty four (1824) months beginning on the Payment Date in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment schedule (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date Payment Date); provided however, that in the event of Executive’s termination of employment within twenty four (24) months following a Change in Control, such amount shall be paid in a lump sum on the Company first begins payment of such amounts)Payment Date. The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152012, after 2013 2010 and 2014 2011 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 300,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132010, the Executive’s earned annual bonus was $320,625209,000, calculated as (x) $450,000 275,000 Annual Base Salary, times (y) 7580% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142011, the Executive’s earned annual bonus was $337,500242,250, calculated as (x) $450,000 285,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000300,000, times one and one-half two (1 1⁄22), or $329,062.50497,250.

Fixed Portion. Subject to the Executive’s execution (without revocation) of the Executive’s Waiver and Release Agreement, the Employer shall also pay the Executive an amount equal to the product of: (A) the Executive’s Average Target Achievement (as hereinafter defined), multiplied by (B) the Executive’s then current Target Bonus Percentage, multiplied by (C) the Executive’s then current Annual Base Salary, multiplied by (D) one and one-half (1 1⁄2). 1/2) The “Average Target Achievement Achievement” shall be the amount calculated as (x) the sum of the percentage of the Executive’s Target Bonus Percentage actually earned by the Executive pursuant to the Employer’s annual incentive program for each of the two (2) most recently completed calendar years for which annual cash bonus earnings have been finally determined under such program as of the date of termination of the Executive’s employment with the Employer, divided by (y) two (2). For any prior calendar year that is incomplete, the then-current Target Bonus Percentage shall be substituted for actual earned bonus percentage for such year. Such amount shall be paid in equal installments over a period of eighteen (18) months in accordance with the Company’s regular payroll schedule, with such payments to begin, in the Company’s sole discretion, no later than sixty (60) days following the date of the Executive’s termination of employment (with any installment payment that would, but for the delay of such payment by the Company, otherwise have been payable if such installment payments had begun on the first payroll period following such date of termination of employment, also being paid on the date of the Company first begins payment of such amounts). The following example illustrates the application of Section 5.2(b)(2). Example 1. The Executive’s employment terminates in 20152010, after 2013 2008 and 2014 2009 bonuses have been finally determined. At the time of the termination, the Executive’s Annual Base Salary is $450,000 300,000 and the Executive’s Target Bonus Percentage is 7585%. In 20132008, the Executive’s earned annual bonus was $320,625209,000, calculated as (x) $450,000 275,000 Annual Base Salary, times (y) 7580% Target Bonus Percentage, times (z) 95% achievement of Target Bonus Percentage. In 20142009, the Executive’s earned annual bonus was $337,500242,250, calculated as (x) $450,000 285,000 Annual Base Salary, times (y) 7585% Target Bonus Percentage, times (z) 100% achievement of Target Bonus Percentage. The Average Target Achievement is (A) .95 plus 1.00, divided by (B) 2, or .975. Thus, the amount calculated pursuant to Section 5.2(b)(2) would be (A) .975, multiplied by (B) 7585%, multiplied by (C) $450,000300,000, times one and one-half (1 1⁄21/2), or $329,062.50372,937.50.