Common use of Pro-Rata Annual Bonus Clause in Contracts

Pro-Rata Annual Bonus. The Company will pay Executive an amount equal to the Annual Bonus for the calendar year in which occurs the Termination Date, as determined in good faith by the Board in accordance with the performance criteria established for such Annual Bonus and based on the Company’s actual performance for such calendar year, which amount will be prorated through and including the Termination Date (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year). This amount will be payable in a lump sum on or before the date on which annual bonuses for the calendar year are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Termination Date or later than the March 15 next following such calendar year); provided, however, that if this Section 5(c)(iii) applies with respect to an Annual Bonus that is intended to constitute performance-based compensation within the meaning and for purposes of section 162(m) of the Code, then this Section 5(c)(iii) will apply with respect to such Annual Bonus only to the extent the applicable performance criteria have been satisfied as certified in writing by a committee of the Board as required under section 162(m) of the Code.