ninety (90) days after the beginning the period of
service to which they relate and (ii) before the lapse of twenty-five percent
(25%) of the period of service to which they relate; they must be uncertain of
achievement at the time they are established; and the achievement of the
Corporate Performance Objectives must be determinable by a third party with
knowledge of the relevant facts.
The Corporate Performance Objectives may be
stated with respect to the Company's, an Affiliate's, a product's, and/or a
business unit's Revenue, Adjusted EBITDA and/or any combination of the foregoing
as the Committee may designate.
The Corporate Performance Conditions may, but
need not, be based upon an increase or positive result under the aforementioned
business criteria and could include, for example and not by way of limitation,
maintaining the status quo or limiting the economic losses (measured, in each
case, by reference to the specific business criteria).
5.2
CALCULATION OF BONUS AWARDS.
(A)
TIMING OF THE CALCULATION.
THE
CALCULATIONS NECESSARY TO DETERMINE THE BONUS AWARDS FOR THE BONUS PERIOD MOST
RECENTLY ENDED SHALL BE MADE NO LATER THAN THE FIFTEENTH DAY OF THE THIRD MONTH
FOLLOWING THE END OF THE BONUS PERIOD FOR WHICH THE BONUS AWARDS ARE TO BE
CALCULATED. SUCH CALCULATION SHALL BE CARRIED OUT IN ACCORDANCE WITH THIS
SECTION 5.2.
(B)
CALCULATION.
FOLLOWING THE END OF EACH
BONUS PERIOD, EACH PARTICIPANT'S PERFORMANCE BONUS SHALL BE CALCULATED, AND THE
PARTICIPANT'S BONUS AWARD SHALL BE EITHER THE PARTICIPANT'S PERFORMANCE BONUS OR
SUCH LESSER AMOUNT AS THE COMMITTEE IN ITS SOLE DISCRETION MAY DETERMINE AS SET
FORTH IN SECTION 5.2(D).
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, THE
PARTICIPANT'S BONUS AWARD MAY NOT EXCEED THE MAXIMUM BONUS AWARD.
(C)
WRITTEN DETERMINATION.
FOR THE PERFORMANCE
BONUS, WHICH IS BASED ON THE ACHIEVEMENT OF CORPORATE PERFORMANCE OBJECTIVES,
THE COMMITTEE SHALL CERTIFY IN WRITING WHETHER SUCH CORPORATE PERFORMANCE
OBJECTIVES HAVE BEEN ACHIEVED.
THE BONUS AWARDS PAYABLE UNDER THIS PLAN ARE
INTENDED TO CONSTITUTE AWARDS (AS DEFINED THEREIN) UNDER THE COMPANY'S 2006
EQUITY AND CASH INCENTIVE PLAN.
ACCORDINGLY, THE BONUS AWARDS HEREUNDER ALSO
WILL BE SUBJECT TO THE TERMS OF THE 2006 EQUITY AND CASH INCENTIVE PLAN TO THE
EXTENT APPLICABLE.
ANY BONUS AWARDS OR PORTIONS THEREOF THAT DO NOT COMPLY WITH
THE TERMS OF SUCH 2006 EQUITY AND CASH INCENTIVE PLAN SHALL BE DEEMED SEPARATE
BONUS AWARDS THAT ARE GRANTED UNDER THIS PLAN BUT OUTSIDE OF THE 2006 EQUITY AND
CASH INCENTIVE PLAN.
(d)
Negative Discretion.
Notwithstanding any
other provision of the Plan, the Participant's Performance Bonus may be reduced,
but not below zero (0), if the Participant's individual performance for the
Bonus Period falls below that expected of such Participant. Management "subject
to the approval of the Committee" may determine if any Participant's Performance
Bonus should be reduced to determine the Participant's Bonus Award as a result
of the Participant's failure to achieve required individual performance levels
during the Bonus Period. The Committee shall determine in its discretion whether
any Performance Bonuses for Management Participants should be reduced