The EBITDA Bonus for each year
(each a "Performance Year") shall be calculated and paid as follows:
(a) Full Performance Year EBITDA Targets and Bonus Opportunities. The
EBITDA Bonus for each full Performance Year of the Employee's employment shall
be calculated based on the following EBITDA Targets and Bonus Opportunities for
such full
Performance Year (prorated between breakpoints), determined as of December 31 of
the Performance Year:
EBITDA
EBITDA Bonus Targets
Opportunities
$22,000,000
$100,000
$25,000,000
$175,000
$27,000,000
$250,000
$29,000,000
$300,000
$31,000,000 and above
$350,000 (or, if greater, the Employee's base salary as of January 1 of the
Performance Year)
If an EBITDA Target is met for the full Performance Year, the corresponding
EBITDA Bonus shall be paid to the Employee on the first to occur of the
fifteenth (15th) day after the day on which the Company publicly announces its
fiscal year-end results for the Performance Year, or the ninetieth (90th) day
after the end of such Performance Year.
(b) EBITDA Bonus in the Event of a Termination of Employment During the
Performance Year.
(i) If the Employee's employment terminates during the Performance
Year for any reason after November 14 of the Performance Year, the EBITDA Bonus
shall be calculated and paid for the full Performance Year as provided in
subsection 1(a).
(ii) If the Employee's employment terminates between July 1 and
November 14 of the Performance Year other than due to death or Disability (as
defined below), a proportional EBITDA Bonus for the Performance Year (a
"Proportional EBITDA Bonus") shall be calculated and paid to the Employee at the
same time as the full Performance Year EBITDA Bonus would have been paid under
subsection 1(a), but if and only if an EBITDA Target is met for the full
Performance Year. The Proportional EBITDA Bonus under this paragraph (ii) shall
be calculated as follows:
(A)
Determine the EBITDA Target actually met for the full Performance Year
and the corresponding EBITDA Bonus Opportunity amount (the "Full-Year Actual
Bonus Opportunity");
(B)
Determine the fiscal quarter end closest to the
termination date (irrespective of whether, in the case of September 30, such
fiscal quarter end is before or after such termination date);
(C)
If the
closest fiscal quarter end is June 30, take 50%, and if it is September 30, take
75%; and
2
(D)
Multiply such percentage times the Full-Year Actual Bonus Opportunity to
determine the Proportional EBITDA Bonus.
(iii) If the Employee's employment terminates between July 1 and
November 14 of the Performance Year due to death or Disability, a Proportional
EBITDA Bonus shall be calculated and paid to the Employee or his personal
representative, without regard to whether an EBITDA Target is met for the full
Performance Year, on the later to occur of the fifteenth (15th) day after the
day on which the Employee's employment terminates, or the fifteenth (15th) day
after the day on which the Company publicly announces its fiscal quarter-end
results for the applicable fiscal quarter. The Proportional EBITDA Bonus under
this paragraph (iii)