the Company and/or its subsidiaries; and
WHEREAS, the Company desires to memorialize the grant of the Cash Performance
Bonus Award to the Employee and set forth the terms and conditions of such
Award, and the Employee desires to memorialize his acceptance of such Award and
the terms and conditions thereof, as set forth in this Cash Performance Bonus
Award Agreement (this "Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Employee hereby agree as follows:
1.
Grant of Cash Performance Bonus Award.
The Company hereby confirms the grant of a Cash Performance Bonus Award (an
"EBITDA Bonus") under Section 6(i) of the Amended and Restated LTIP to the
Employee, effective on the Grant Date, with respect to the Company's 2015 fiscal
year, and each fiscal year thereafter of the Employee's employment under that
certain Employment Agreement, effective as of January 1, 2015 (the "Employment
Agreement"), between the Company and the Employee.
Each EBITDA Bonus is
intended to be a performance-based Award under Section 7(f) of the Amended and
Restated LTIP.
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
Targets
EBITDA Bonus
Opportunities
$30,000,000
$100,000
$32,000,000
$175,000
$34,000,000
$250,000
$36,000,000
$325,000
$38,000,000 and above
$410,000 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