BONUS PERCENT AND THE
PERFORMANCE BONUS MULTIPLIER THAT WILL APPLY WITH RESPECT TO THE DESIGNATED
LEVELS OF ACHIEVEMENT OF THE CORPORATE PERFORMANCE OBJECTIVES.
THE PERFORMANCE
BONUS MULTIPLIER FOR EACH PARTICIPANT WILL BE BASED ON THE ACHIEVEMENT OF SUCH
CORPORATE PERFORMANCE OBJECTIVES AS THE COMMITTEE SHALL DESIGNATE, WHICH MAY
INCLUDE THE ACHIEVEMENT OF ONE OR MORE CORPORATE PERFORMANCE OBJECTIVES OR ANY
COMBINATION OF CORPORATE PERFORMANCE OBJECTIVES AS THE COMMITTEE MAY SELECT.
(B)
PERFORMANCE OBJECTIVES.
FOR EACH BONUS PERIOD, THE COMMITTEE
SHALL ESTABLISH THE CORPORATE PERFORMANCE OBJECTIVES THAT MUST BE ACHIEVED TO
DETERMINE EACH PARTICIPANT'S PERFORMANCE BONUS MULTIPLIER FOR THE BONUS PERIOD.
TO THE EXTENT THE CORPORATE PERFORMANCE OBJECTIVES ARE NOT ACHIEVED, THE
PERFORMANCE BONUS MULTIPLIER SHALL BE ZERO (0).
THE CORPORATE PERFORMANCE
OBJECTIVES TO BE ACHIEVED MUST TAKE INTO ACCOUNT AND BE CALCULATED WITH RESPECT
TO THE FULL ACCRUAL AND PAYMENT OF THE BONUS AWARDS UNDER THE PLAN.
The Corporate Performance Objectives must be established in writing no later
than the earlier of (i) 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 Adjusted EBITDA or Net Sent to Billing 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
6
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