be equal to 100% of the Target Bonus; (B) is equal to
Minimum EBITDA, then Executive's Bonus for such calendar year shall be equal to
50% of the Target Bonus; (C) is equal to or greater than Maximum EBITDA, then
Executive's Bonus for such calendar year shall be equal to 150% of the Target
Bonus; (D) is less than Minimum EBITDA, then Executive's Bonus for such calendar
year shall be $0 and no Bonus shall be paid to Executive; or (E) is greater than
Target EBITDA but less than the Maximum EBITDA, or is less than Target EBITDA
but greater than Minimum EBITDA, then Executive's Bonus for such calendar year
shall be determined by interpolating on a straight line basis between the Bonus
amounts set forth in the following table and the corresponding level of Adjusted
EBITDA.
Adjusted EBITDA for calendar year:
Bonus Amount
Equal to or greater than Maximum EBITDA
150% of Target Bonus
Equal to Target EBITDA
100% of Target Bonus
Equal to Minimum EBITDA
50% of Target Bonus
Less than Minimum EBITDA
$0
(iii)
At the beginning of each calendar year during the Term, the Board (or
a committee of the Board), in its sole discretion, will establish a target goal
for the Company's Adjusted EBITDA (the "Target EBITDA").
(iv)
"Adjusted EBITDA" means, for any calendar year, the sum of the
Consolidated Net Income (or loss) of the Company and its subsidiaries for such
calendar year plus all amounts deducted in the computation thereof on account of
(A) interest expense (net of any interest income), (B) income taxes,
(C) depreciation and amortization, and (D) equity based incentive option
expenses.
(v)
"Consolidated Net Income" means, for any calendar year, the net income
(or loss) of the Company and its subsidiaries for such year on a consolidated
basis determined in accordance with generally accepted accounting principles
applied in a manner consistent with the Company's audited financial statements
for such calendar year (but in any case eliminating, in the Compensation
Committee's sole discretion from time to time, all intercompany items and
excluding any extraordinary gains and/or losses including any gains and/or
losses from the sale or other disposition of assets other than in the ordinary
course of business).
(vi)
"Minimum EBITDA" means an amount that is equal to 80% of Target
EBITDA.
(vii)
"Maximum EBITDA" means an amount that is equal to 120% of Target
EBITDA.
3
(viii)
Executive must be employed on the day payments are made in order to
be eligible of a Bonus for that calendar year. Executive's Bonus, if any, will
be paid in a lump sum in the year following the year to which the Bonus relates.
In the sole discretion of the Compensation Committee, the Company will pay the
Bonus, if any, to Executive in cash or in stock (in either case, net of any
required withholdings or deductions). If the Bonus is paid in stock, the stock
will be issued under the LTIP (as defined in this Agreement) and a minimum of