accordance with the Company's regular payroll practices in
effect from time to time. In the event that during term the Company achieves
aggregate EBITDA (as defined below), for the most recent period of four
consecutive fiscal quarters ("LTM EBITDA") in excess of (i) $10 million,
Executive's annual base salary shall be increased to five hundred fifty thousand
dollars ($550,000), or (ii) $15 million, Executive's annual base salary shall be
increased to six hundred thousand dollars ($600,000). If following any increase
in Executive's annual base salary under the preceding sentence, the Company's
LTM EBITDA decreases below $10 million or $15 million, as applicable, for two
consecutive periods of four fiscal quarters (e.g., if following a salary
increase under the preceding sentence, LTM EBITDA as of both September 30, 2014
and December 31, 2014 is below $10 million or $15 million), Executive's annual
base salary shall revert to either $500,000 (if LTM EBITDA for both periods is
below $10 million) or $550,000 (if LTM EBITDA for both periods is more than $10
million but less than $15 million). Each adjustment to Executive's base salary
under this Section 4.1 shall be effective as of the first day of the month
following the month in which the Company issues financial statements for the
quarter that requires such adjustment. Executive's annual base salary may be
further increased (but not decreased) from time to time as the Board may
determine in its sole discretion.
4.2
Signing Bonus. The Executive shall be entitled to a signing bonus
in the amount of one hundred fifty thousand dollars ($150,000), which shall be
payable in full on the Effective Date.
4.3
Annual Performance Bonuses.
(a)
EBITDA Bonus. During the term of this Agreement, Executive shall
be entitled to receive an annual incentive cash bonus with respect to each
fiscal year of the Company, equal to four percent (4%) of Pre-Bonus EBITDA (as
defined below) for such year to the extent that the Company's Pre-Bonus EBITDA
for such year equal's the target approved of by the Board for such year (the "PB
EBITDA Target"). In the event the Company achieves Pre-Bonus EBITDA for a fiscal
year less than the PB EBITDA Target but in excess of 80% of the PB EBITDA Target
(the "Threshold EBITDA"), Executive shall be entitled to a bonus equal to (a)
four percent (4%) of the PB EBITDA Target, multiplied by (b) a fraction, the
numerator of which shall be the amount by which actual Pre-Bonus EBITDA achieved
by the Company for such fiscal year exceeds the Threshold EBITDA for such year,
and the denominator of which shall be the amount by which the PB EBITDA Target
for such fiscal year exceeds the Threshold EBITDA for such year. In the event
Pre-Bonus EBITDA in any fiscal year exceeds the PB EBITDA Target for such year,
Executive's bonus payable under this Section 4.3(a) shall be increased so as to
equal the sum of (i) four percent (4%) of the PB EBITDA Target for such year,
plus (ii) the