Common use of Annual Bonus Program Clause in Contracts

Annual Bonus Program. In addition to the Base Salary, Employee shall be eligible to participate in the Company’s annual bonus program (“Annual Bonus”) with a total bonus potential of up to 35% of Employee’s Base Salary for each fiscal year during the Term of Employment (the “Target Bonus Amount”). Employee shall only be eligible for the Annual Bonus if there are no publicly reportable audit findings for that fiscal year, and if Employee is employed as an active employee on the last day of the fiscal year end in which the Annual Bonus relates. The Annual Bonus amounts, if any, will be paid in accordance with the Company’s customary payroll practices in effect from time to time. The final amount of the Annual Bonus earned shall not be determined until the Company’s annual 10-k filing. The Annual Bonus shall be paid out as follows: (a) Fifty percent (50%) of the estimated Annual Bonus, if any, will be paid within thirty (30) days of the end of the fiscal year following the fiscal year to which such Annual Bonus relates. (b) Once the final amount of the Annual Bonus is determined by the Board, following the Company’s annual 10-k filing, and contingent upon no publicly reportable audit findings, Employee shall be paid the balance of the Annual Bonus. This amount shall be fifty percent (50%) of the Annual Bonus if the estimate pursuant to subsection (a) of this Section 3.2 is deemed earned, or in the alternative, the total Annual Bonus as determined by the Board less the estimate paid pursuant to subsection (a) of this Section 3.2. (c) Notwithstanding anything herein, if it is determined that based on the audit findings, Employee is not eligible for the amount of the estimated portion of the Annual Bonus paid pursuant to subsection (a) of this Section 3.2, Employee and Company agree that Company may claw back or recover the payment advanced pursuant to subsection (a) of this Section 3.2. (d) Notwithstanding anything herein, Employee forfeits any and all Annual Bonus if: (i) Employee is terminated for Cause (as defined herein) prior to the date the Annual Bonus is paid out in its entirety; or (ii) Employee resigns for any reason prior to the date the Annual Bonus is paid out in its entirety. Forfeiture under this subsection (d) shall mean that the Company may recover any advanced bonus portion paid pursuant to subsection (a) of this Section 3.2. (e) The Target Bonus Amount for Fiscal Year (“FY”) 2021 and any following years shall be based on Company financial information and established by the Board.

Annual Bonus Program. In addition to the Base Salary, Employee shall be eligible to participate in the Company’s annual bonus program (“Annual Bonus”) with a total bonus potential of up to 3525% of Employee’s Base Salary for each fiscal year during the Term of Employment (the “Target Bonus Amount”). Employee shall only be eligible for the Annual Bonus if there are no publicly reportable audit findings for that fiscal year, and if Employee is employed as an active employee on the last day of the fiscal year end in which the Annual Bonus relates. The Annual Bonus amounts, if any, will be paid in accordance with the Company’s customary payroll practices in effect from time to time. The final amount of the Annual Bonus earned shall not be determined until the Company’s annual 10-k filing. The Annual Bonus shall be paid out as follows: (a) Fifty percent (50%) of the estimated Annual Bonus, if any, will be paid within thirty (30) days of the end of the fiscal year following the fiscal year to which such Annual Bonus relates. (b) Once the final amount of the Annual Bonus is determined by the Board, following the Company’s annual 10-k filing, and contingent upon no publicly reportable audit findings, Employee shall be paid the balance of the Annual Bonus. This amount shall be fifty percent (50%) of the Annual Bonus if the estimate pursuant to subsection (a) of this Section 3.2 is deemed earned, or in the alternative, the total Annual Bonus as determined by the Board less the estimate paid pursuant to subsection (a) of this Section 3.2. (c) Notwithstanding anything herein, if it is determined that based on the audit findings, Employee is not eligible for the amount of the estimated portion of the Annual Bonus paid pursuant to subsection (a) of this Section 3.2, Employee and Company agree that Company may claw back or recover the payment advanced pursuant to subsection (a) of this Section 3.2. (d) Notwithstanding anything herein, Employee forfeits any and all Annual Bonus if: (i) Employee is terminated for Cause (as defined herein) prior to the date the Annual Bonus is paid out in its entirety; or (ii) Employee resigns for any reason prior to the date the Annual Bonus is paid out in its entirety. Forfeiture under this subsection (d) shall mean that the Company may recover any advanced bonus portion paid pursuant to subsection (a) of this Section 3.2. (e) The Target Bonus Amount for Fiscal Year (“FY”) 2021 and any following years shall be based on Company financial information and established by the Board.

Annual Bonus Program. In addition Immediately prior to each Payment (as defined below), the Base Salary, Employee Availability Block shall be eligible deemed amended to participate in reflect the Company’s then-payable cost of the annual bonus program (the “Annual BonusBonus Program”) recommended by the Credit Parties’ board of directors as set forth in the Bonus Presentation, including related payroll taxes, provided that amounts not actually used for the payment of bonuses in accordance with a total bonus potential of up to 35% of Employee’s Base Salary for each fiscal year during the Term of Employment (the “Target Bonus Amount”). Employee shall only be eligible for the Annual Bonus if there are no publicly reportable audit findings Program may not be rededicated for that fiscal year, and if Employee is employed as an active employee on the last day of the fiscal year end in which the Annual Bonus relatesany other purposes. The Annual Bonus amountsProgram may provide for compensation to be payable in two installments, if anythe first of which shall be made no earlier than April 30, will 2011 (the “Initial ABP Payment”) and shall not exceed the amount indicated in the Bonus Presentation and the second of which (the “Final ABP Payment”) shall be paid in accordance made no earlier than June 15, 2011 and shall not, together with the Company’s customary payroll practices in effect from time to time. The final Initial ABP Payment, exceed the amount of the Annual Bonus earned shall not be determined until the Company’s annual 10-k filing. The Annual Bonus shall be paid out as follows: (a) Fifty percent (50%) of the estimated Annual Bonus, if any, will be paid within thirty (30) days of the end of the fiscal year following the fiscal year to which such Annual Bonus relates. (b) Once the final amount of the Annual Bonus is determined by the Board, following the Company’s annual 10-k filing, and contingent upon no publicly reportable audit findings, Employee shall be paid the balance of the Annual Bonus. This amount shall be fifty percent (50%) of the Annual Bonus if the estimate pursuant to subsection (a) of this Section 3.2 is deemed earned, or in the alternative, the total Annual Bonus Presentation or such lesser amount as determined by the Board less Credit Parties’ board of directors. In no event shall the estimate paid pursuant adjustment to subsection (a) of this Section 3.2. (c) Notwithstanding anything herein, if it is determined that based on the audit findings, Employee is not eligible for the amount of the estimated portion of Availability Block associated with the Annual Bonus Program exceed the amounts in the Bonus Presentation plus any related payroll taxes. No less than fifteen business days prior to the Initial ABP Payment and the Final ABP Payment (each, a “Payment”) being made by the Credit Parties, the Credit Parties shall deliver to the Administrative Agent a cash flow projection for the period commencing on the date the requested Payment would be paid pursuant to subsection (a) of this Section 3.2and ending forty-five days thereafter, Employee and Company agree that Company may claw back certified by the Credit Parties’ CEO or recover the payment advanced pursuant to subsection (a) of this Section 3.2. (d) Notwithstanding anything herein, Employee forfeits any and all Annual Bonus ifCFO establishing that: (i) Employee is terminated the Credit Parties will be able to fund such Payment from the Revolving Credit Commitment, after consideration of the required Availability Block, amended as above; and (ii) during such forty-five day period no Default or Event of Default shall occur (for Cause purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, any required Incremental Term Loan Payment shall be excluded). At least two days prior to any Initial ABP Payment or Final ABP Payment being made, the CEO or CFO of Borrower will: (x) recertify that no Default or Event of Default has occurred or will occur as defined hereina result of such Payment or otherwise, either on the date of such Payment or within forty-five days thereafter (for purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded); and (y) upon request by the Administrative Agent, provide a detailed review regarding the basis for such certification. Upon delivery of such certification and provided no Default or Event of Default occurs prior to the date actual payment date, such Initial ABP Payment or Final ABP Payment may be made (for purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded). No payment may be made if a Default or Event of Default has occurred or will occur (for purposes of determining whether a Default or Event of Default shall occur, with respect to payment of the Initial ABP Payment, but not the Final ABP Payment, any required Incremental Term Loan Payment shall be excluded). For the avoidance of doubt, no bonus, retention, or similar programs shall be implemented, communicated, agreed or paid by the Credit Parties, except the Annual Bonus is paid out Program and that certain cash and equity retention program previously implemented by the Credit Parties providing for additional targeted compensation in its entirety; or (ii) Employee resigns for any reason prior to amounts which are set forth in the date Bonus Presentation. None of the Annual Bonus is paid out in its entirety. Forfeiture under this subsection (d) shall mean that the Company may recover any advanced bonus portion paid pursuant to subsection (a) of this Section 3.2. (e) The Target Bonus Amount for Fiscal Year (“FY”) 2021 and any following years Final ABP Payments shall be based on Company financial information and established deemed earned until approved by the BoardCredit Parties’ board of directors.