Common use of Short Term Incentive Clause in Contracts

Short Term Incentive. (a) The Executive shall be eligible to receive an annual discretionary incentive payment (the “Annual STIP Bonus”) under the Company’s annual bonus plan based on a target bonus opportunity of 60% of the Executive’s Base Salary, payable based upon the attainment of one or more Company and individual performance goals (the “Performance Goals”), as established by the Company in consultation with the Executive prior to the commencement of the relevant fiscal year; provided that the actual amount of any Annual STIP Bonus shall be entirely within the discretion of the Company. Any Annual STIP Bonus shall be contingent on the Executive not having ceased employment with the Company for any reason whatsoever during the relevant fiscal year and, for greater certainty, is not earned until the date that such Annual STIP Bonus is actually determined to be payable to the Executive (but subject to the Executive’s continued employment with the Company on the date of payment). If the Company awards an Annual STIP Bonus to the Executive for a fiscal year, the Company will pay the Annual STIP Bonus to the Executive no later than the end of the first quarter of the subsequent fiscal year. The Executive shall not be entitled to credit with respect to the Annual STIP Bonus for any partial year of employment, and the Executive shall have no rights to any pro rata Annual STIP Bonus in the event of any cessation of employment howsoever caused (including any resignation or termination for cause) except and only as set forth in paragraph 6(b) of this Agreement below. The Annual STIP Bonus shall not form any part of the Executive’s remuneration package and is solely discretionary in nature. (b) In the event that the Company terminates the Executive’s employment without cause pursuant to paragraph 13 of this Agreement, the Executive will remain eligible for only the following: (i) If the Termination Date (as defined in paragraph 13(b) of this Agreement) is after the end of the most recently completed fiscal year but prior to the date of either the Company’s determination of whether any Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year or the payment date for any Annual STIP Bonus actually awarded by the Company to the Executive for such most recently completed fiscal year, the Executive will remain eligible for an Annual STIP Bonus for such most recently completed fiscal year (“Final Full Fiscal Year Annual STIP Bonus”) in accordance with, and subject to, the terms herein. If the Company has not yet determined whether any Final Full Fiscal Year Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year as of the Termination Date, the Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. For greater certainty, if as of the Termination Date, the Company has awarded a Final Full Fiscal Year Annual STIP Bonus to the Executive but not yet paid it to him, the Executive will receive such Final Full Fiscal Year Annual STIP Bonus. Any Final Full Fiscal Year Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executive; and (ii) A prorated Annual STIP Bonus (“Prorated Annual STIP Bonus”) for the fiscal year in which the Executive’s employment with the Company is terminated without cause prorated for the number of completed months that the Executive is actively employed by the Company prior to the Termination Date in accordance with, and subject to, the terms herein. The Company will determine whether any Prorated Annual STIP Bonus is payable to the Executive after the completion of the fiscal year in which the Executive’s employment is terminated by the Company at the same time the Company makes such determinations for other eligible recipients employed by the Company. The Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. Any Prorated Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executive.

Short Term Incentive. (a) The In addition to Base Salary (including any Stock Options), the Executive shall participate in the Company Group’s incentive compensation plan and thereunder be eligible to receive an annual discretionary short-term incentive payment (the “STI”) for each completed or partial calendar year (the “STI Period”) (subject to Section 5.4 hereof) of the Company Group during the Employment Term. The amount of the STI will be dependent on, among other factors, the achievement of certain performance levels by the Company Group, as determined by the Compensation Committee in its sole discretion. The STI opportunity shall not be less than $1.4 million (the “Target STI”), provided the applicable achievement targets are met. The amount of Target STI shall be determined by the Board, in its discretion, after reviewing to the short-term incentive compensation of those individuals with comparable responsibilities in the Peer Group, taking into consideration such other factors as the Compensation Committee may determine in its discretion. 3 (a) Any STI earned shall be payable in cash and/or in the form of an equity award (the “Annual STIP BonusEquity Award”) under ), the Companychoice of form of payment of which as shall be determined by the Compensation Committee in its sole discretion. The cash portion of the STI shall be paid and the Annual Equity Award portion shall be awarded as soon as reasonably practicable following the Compensation Committee’s annual bonus plan based on a target bonus opportunity of 60% review of the Executive’s Base Salaryperformance for the most recently completed STI Period, payable based upon and in accordance with the attainment Company’s normal payroll practices for the payment of one or more Company annual bonuses to senior executives, provided such payment and individual performance goals (award is made by March 15 of the “Performance Goals”)calendar year following the calendar year in which the STI is earned. The Compensation Committee shall use reasonable business efforts to meet for the purposes of such review. Except as otherwise expressly provided in Section 5, any Annual Equity Award shall be on such terms as established by the Company Compensation Committee in consultation with its sole discretion. As provided in Section 5.4(a) hereof, if the Executive prior is not employed upon the payment date for STI for a particular calendar year, he shall be entitled to the commencement a pro-rata portion of the relevant fiscal year; provided STI that would otherwise be paid for that year (based on the actual amount of any Annual STIP Bonus shall be entirely within the discretion portion of the Company. Any Annual STIP Bonus shall be contingent on Performance Period he was employed); provided, however, if the Executive not having ceased terminated his employment with the Company for any reason whatsoever during the relevant fiscal year and, for greater certainty, is not earned until the date that such Annual STIP Bonus is actually determined to be payable to the Executive (but subject to the Executive’s continued employment with the Company on the date of payment). If the Company awards an Annual STIP Bonus to the Executive for a fiscal year, the Company will pay the Annual STIP Bonus to the Executive no later than without Good Cause before the end of the first quarter of the subsequent fiscal year. The Executive shall Performance Period or is terminated for Cause, he will not be entitled eligible to credit with respect to the Annual STIP Bonus for any partial year of employment, and the Executive shall have no rights to any pro rata Annual STIP Bonus in the event of any cessation of employment howsoever caused (including any resignation or termination for cause) except and only as set forth in paragraph 6(b) of this Agreement below. The Annual STIP Bonus shall not form any part of the Executive’s remuneration package and is solely discretionary in nature. (b) In the event that the Company terminates the Executive’s employment without cause pursuant to paragraph 13 of this Agreement, the Executive will remain eligible for only the following: (i) If the Termination Date (as defined in paragraph 13(b) of this Agreement) is after the end of the most recently completed fiscal year but prior to the date of either the Company’s determination of whether any Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year or the payment date for any Annual STIP Bonus actually awarded by the Company to the Executive for such most recently completed fiscal year, the Executive will remain eligible for an Annual STIP Bonus for such most recently completed fiscal year (“Final Full Fiscal Year Annual STIP Bonus”) in accordance with, and subject to, the terms herein. If the Company has not yet determined whether any Final Full Fiscal Year Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year as of the Termination Date, the Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in receive a manner consistent with other eligible recipients employed by the Company. For greater certainty, if as of the Termination Date, the Company has awarded a Final Full Fiscal Year Annual STIP Bonus to the Executive but not yet paid it to him, the Executive will receive such Final Full Fiscal Year Annual STIP Bonus. Any Final Full Fiscal Year Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executive; and (ii) A prorated Annual STIP Bonus (“Prorated Annual STIP Bonus”) STI for the fiscal year STI Period in which the Executive’s employment with the Company is terminated without cause prorated for the number of completed months that the Executive is actively employed by the Company prior to the Termination Date in accordance with, and subject to, the terms herein. The Company will determine whether any Prorated Annual STIP Bonus is payable to the Executive after the completion of the fiscal year in which the Executive’s employment is terminated by the Company at the same time the Company makes he incurs such determinations for other eligible recipients employed by the Company. The Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. Any Prorated Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executivetermination.

Short Term Incentive. (a) The In addition to Base Salary (including any Stock Options), the Executive shall participate in the Company Group’s incentive compensation plan and thereunder be eligible to receive an annual discretionary short-term incentive payment (the “STI”) for each completed or partial calendar year (the “STI Period”) (subject to Section 5.4 hereof) of the Company Group during the Employment Term. The amount of the STI will be dependent on, among other factors, the achievement of certain performance levels by the Company Group, as determined by the Compensation Committee in its sole discretion. The STI opportunity shall not be less than $1.4 million (the “Target STI”), provided the applicable achievement targets are met. The amount of Target STI shall be determined by the Board, in its discretion, after reviewing to the short-term incentive compensation of those individuals with comparable responsibilities in the Peer Group, taking into consideration such other factors as the Compensation Committee may determine in its discretion. (a) Any STI earned shall be payable in cash and/or in the form of an equity award (the “Annual STIP BonusEquity Award”) under ), the Companychoice of form of payment of which as shall be determined by the Compensation Committee in its sole discretion. The cash portion of the STI shall be paid and the Annual Equity Award portion shall be awarded as soon as reasonably practicable following the Compensation Committee’s annual bonus plan based on a target bonus opportunity of 60% review of the Executive’s Base Salaryperformance for the most recently completed STI Period, payable based upon and in accordance with the attainment Company’s normal payroll practices for the payment of one or more Company annual bonuses to senior executives, provided such payment and individual performance goals (award is made by March 15 of the “Performance Goals”)calendar year following the calendar year in which the STI is earned. The Compensation Committee shall use reasonable business efforts to meet for the purposes of such review. Except as otherwise expressly provided in Section 5, any Annual Equity Award shall be on such terms as established by the Company Compensation Committee in consultation with its sole discretion. As provided in Section 5.4(a) hereof, if the Executive prior is not employed upon the payment date for STI for a particular calendar year, he shall be entitled to the commencement a pro-rata portion of the relevant fiscal year; provided STI that would otherwise be paid for that year (based on the actual amount of any Annual STIP Bonus shall be entirely within the discretion portion of the Company. Any Annual STIP Bonus shall be contingent on Performance Period he was employed); provided, however, if the Executive not having ceased terminated his employment with the Company for any reason whatsoever during the relevant fiscal year and, for greater certainty, is not earned until the date that such Annual STIP Bonus is actually determined to be payable to the Executive (but subject to the Executive’s continued employment with the Company on the date of payment). If the Company awards an Annual STIP Bonus to the Executive for a fiscal year, the Company will pay the Annual STIP Bonus to the Executive no later than without Good Cause before the end of the first quarter of the subsequent fiscal year. The Executive shall Performance Period or is terminated for Cause, he will not be entitled eligible to credit with respect to the Annual STIP Bonus for any partial year of employment, and the Executive shall have no rights to any pro rata Annual STIP Bonus in the event of any cessation of employment howsoever caused (including any resignation or termination for cause) except and only as set forth in paragraph 6(b) of this Agreement below. The Annual STIP Bonus shall not form any part of the Executive’s remuneration package and is solely discretionary in nature. (b) In the event that the Company terminates the Executive’s employment without cause pursuant to paragraph 13 of this Agreement, the Executive will remain eligible for only the following: (i) If the Termination Date (as defined in paragraph 13(b) of this Agreement) is after the end of the most recently completed fiscal year but prior to the date of either the Company’s determination of whether any Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year or the payment date for any Annual STIP Bonus actually awarded by the Company to the Executive for such most recently completed fiscal year, the Executive will remain eligible for an Annual STIP Bonus for such most recently completed fiscal year (“Final Full Fiscal Year Annual STIP Bonus”) in accordance with, and subject to, the terms herein. If the Company has not yet determined whether any Final Full Fiscal Year Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year as of the Termination Date, the Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in receive a manner consistent with other eligible recipients employed by the Company. For greater certainty, if as of the Termination Date, the Company has awarded a Final Full Fiscal Year Annual STIP Bonus to the Executive but not yet paid it to him, the Executive will receive such Final Full Fiscal Year Annual STIP Bonus. Any Final Full Fiscal Year Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executive; and (ii) A prorated Annual STIP Bonus (“Prorated Annual STIP Bonus”) STI for the fiscal year STI Period in which the Executive’s employment with the Company is terminated without cause prorated for the number of completed months that the Executive is actively employed by the Company prior to the Termination Date in accordance with, and subject to, the terms herein. The Company will determine whether any Prorated Annual STIP Bonus is payable to the Executive after the completion of the fiscal year in which the Executive’s employment is terminated by the Company at the same time the Company makes he incurs such determinations for other eligible recipients employed by the Company. The Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. Any Prorated Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executivetermination.

Short Term Incentive. (a) The In addition to Base Salary (including any Stock Options), the Executive shall participate in the Company Group’s incentive compensation plan and thereunder be eligible to receive an annual discretionary short-term incentive payment (the “STI”) for each completed calendar year (the “STI Period”) (subject to Section 5.4 hereof) of the Company Group during the Employment Term. The amount of the STI will be dependent on, among other factors, the achievement of certain performance levels by the Company Group, as determined by the Compensation Committee in its sole discretion. The STI opportunity shall not be less than $3.9 million (the “Target STI”), provided the applicable achievement targets are met. (b) Any STI earned shall be payable in cash and/or in the form of an equity award (the “Annual STIP BonusEquity Award”) under ), the Companychoice of form of payment of which as shall be determined by the Compensation Committee in its sole discretion. The cash portion of the STI shall be paid and the Annual Equity Award portion shall be awarded as soon as reasonably practicable following the Compensation Committee’s annual bonus plan based on a target bonus opportunity of 60% review of the Executive’s Base Salaryperformance for the most recently completed STI Period, payable based upon the attainment of one or more Company and individual performance goals (the “Performance Goals”), as established by the Company in consultation accordance with the Executive prior Company’s normal payroll practices for the payment of annual bonuses to the commencement senior executives, provided such payment and award is made by March 15 of the relevant fiscal year; calendar year following the calendar year in which the STI is earned. The Compensation Committee shall use reasonable business efforts to meet for the purposes of such review. Except as otherwise expressly provided that the actual amount of in Section 5, any Annual STIP Bonus shall be entirely within the discretion of the Company. Any Annual STIP Bonus STI payable under this Section 2.2 shall be contingent on the Executive not having ceased employment with the Company for any reason whatsoever during the relevant fiscal year and, for greater certainty, is not earned until the date that such Annual STIP Bonus is actually determined to be payable to the Executive (but subject to the Executive’s continued employment with the Company on Group through the date of payment)such payment is made, and any Annual Equity Award shall be on such terms as established by the Compensation Committee in its sole discretion. If Notwithstanding the Company awards an Annual STIP Bonus to foregoing, if the Executive for a fiscal year, the Company will pay the Annual STIP Bonus to the Executive no later than the end is employed upon expiration of the first quarter of the subsequent fiscal year. The Executive Employment Term, he shall not be entitled to credit with respect to the Annual STIP Bonus for any partial year of employment, and the Executive shall have no rights to any pro a pro-rata Annual STIP Bonus in the event of any cessation of employment howsoever caused (including any resignation or termination for cause) except and only as set forth in paragraph 6(b) of this Agreement below. The Annual STIP Bonus shall not form any part portion of the Executive’s remuneration package and is solely discretionary in nature. (b) In the event that the Company terminates the Executive’s employment without cause pursuant to paragraph 13 of this Agreementcash portion, the Executive will remain eligible for only the following: (i) If the Termination Date (as defined in paragraph 13(b) of this Agreement) is after the end if any, of the most recently completed fiscal year but prior to the date of either the Company’s determination of whether any Annual STIP Bonus is payable to the Executive STI for such most recently completed fiscal last calendar year or the payment date for any Annual STIP Bonus actually awarded by the Company to the Executive for such most recently completed fiscal year, the Executive will remain eligible for an Annual STIP Bonus for such most recently completed fiscal year (“Final Full Fiscal Year Annual STIP Bonus”) in accordance with, and subject to, the terms herein. If the Company has not yet determined whether any Final Full Fiscal Year Annual STIP Bonus is payable to the Executive for such most recently completed fiscal year as of the Termination Date, the Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. For greater certaintySection 5.4(b)(iii) hereof, even if as of the Termination Date, the Company has awarded a Final Full Fiscal Year Annual STIP Bonus to the Executive but he is not yet paid it to him, the Executive will receive such Final Full Fiscal Year Annual STIP Bonus. Any Final Full Fiscal Year Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executive; and (ii) A prorated Annual STIP Bonus (“Prorated Annual STIP Bonus”) for the fiscal year in which the Executive’s employment with the Company is terminated without cause prorated for the number of completed months that the Executive is actively employed by the Company prior to Group on the Termination Date in accordance withdate the STI is paid for such last calendar year, and subject toprovided, that the terms herein. The Company will determine whether any Prorated Annual STIP Bonus is payable to the Executive after the completion of the fiscal year in which the Executive’s employment is terminated by the Company at the same time the Company makes such determinations for other eligible recipients employed by the Company. The Company will assess the Performance Goals in accordance with its Annual STIP Bonus review process in a manner consistent with other eligible recipients employed by the Company. Any Prorated Annual STIP Bonus awarded by the Company to the Executive will be paid at the same time as when the Company employed the Executiveapplicable performance goals are achieved.