Annual Incentive Plan Awards. So long as Executive remains employed hereunder, Executive shall be eligible for an annual incentive plan award (“Annual Bonus”) for each fiscal year during the Term pursuant to the Company’s annual incentive plan applicable to its executive officers with a target payment equal to 225% of Base Salary (based on the annual rate in effect at the start of such fiscal year) (“Target Annual Bonus”) and a maximum payment equal to 400% of Base Salary (based on the annual rate in effect at the start of such fiscal year), in each case subject to such performance targets as solely established by the Board (or the Compensation Committee of the Board (the “Compensation Committee”)). Executive shall be eligible for a reduced award for below target performance if threshold performance targets as are established by the Board or Compensation Committee are achieved in accordance with a performance grid established in advance by the Board or the Compensation Committee. Any payout under an Annual Bonus shall be calculated solely by the Board or the Compensation Committee and shall be payable in cash and shall be paid no later than the one hundred and twentieth (120th) day of the fiscal year following the fiscal year for which the Annual Bonus is measured and, to the extent paid in cash, shall be subject to the repayment obligations of the Company’s cash retention awards policy, if any, applicable to annual incentive awards payable to its officers generally.
Annual Incentive Plan Awards. If any Annual Incentive Awards (as defined herein) have not been finally determined and settled prior to the Expiration Date, at the Effective Time, each of the 2017 Management Incentive Plan, Key Incentive Plan and Profit-Sharing Incentive Plan awards that is identified in Section 3.6(d)(vii) of the Company Disclosure Letter (each, an “Annual Incentive Award”) shall be converted into an unvested award (“Converted Incentive Award”) representing the right to receive a number of shares of Parent Class A Common Stock equal to the product of (x) the target number of shares of Company Common Stock subject to such Annual Incentive Award (as identified in the Company Disclosure Letter) multiplied by (y) the Option Exchange Ratio multiplied by (z) the performance factor achieved based on actual performance during the Company’s fiscal year 2017 with respect to the Annual Incentive Award’s corporate and individual performance goals (as identified in the Company Disclosure Letter) (with the aggregate amount of such payment rounded down to the nearest whole share). Each Converted Incentive Award shall be settled promptly, but in any event within thirty (30) days after the cumulative performance factor applicable to such Converted Incentive Award is determined. For avoidance of doubt, it is expressly contemplated that to the extent the Company can finalize determination of any Annual Incentive Award(s) prior to the Expiration Date, then it shall issue fully vested shares of Company Common Stock to the applicable award holder(s) pursuant to such determination, provided that the number of shares issued to any such person does not exceed the maximum number of shares that can be issued to that individual as set forth on Section 3.6(d)(vii) of the Company Disclosure Letter. CONFIDENTIAL
Annual Incentive Plan Awards. So long as Executive remains employed hereunder, Executive shall be eligible for an annual incentive plan award (each an “AIP”) for each fiscal year during the Term (each, a “Fiscal Year”) pursuant to Xxxxxx’x annual incentive plan applicable to its executive officers with a target payment equal to 225% of Base Salary (based on the annual rate in effect at the start of such fiscal year) (“Target AIP”) and a maximum payment equal to 400% of Base Salary (based on the annual rate in effect at the start of such fiscal year (or, in the case of the first fiscal year, on the Employment Commencement Date, as defined below)), in each case subject to such performance targets as the Board (or Compensation Committee of the Board (“Compensation Committee”)) may establish after considering Executive’s recommendations with respect to such targets and reasonable consultation with Executive. Executive shall be eligible for a reduced award for below target performance if threshold performance targets as are established by the Board or Compensation Committee are achieved in accordance with a performance grid established in advance by the Board or Compensation Committee after considering Executive’s recommendations with respect thereto and reasonable consultation with Executive. Each AIP shall be paid no later than the one hundred and twentieth (120th) day of the fiscal year following the fiscal year for which the AIP is measured and, to the extent paid in cash, shall be subject to the repayment obligations of Xxxxxx’x cash retention awards policy, if any, applicable to annual incentive awards payable to its officers generally (provided that such retention policy shall not apply in the event of a resignation for any reason by Executive following a Change of Control). Each AIP shall be payable in cash, except any AIP actually earned with respect to Xxxxxx’x 2013 fiscal year in excess of $1,000,000 and up to $2,500,000 shall be paid 50% in the form of stock options and 50% in the form of restricted stock units (in each case, as measured by Grant Date Values (as hereinafter defined)). The terms of such stock options and restricted stock units shall be consistent in all material respect with this agreement and contain such other terms substantially in the form of the grant agreements attached hereto as Exhibit A and Exhibit B. Subject to Section 3, such options and restricted stock units shall be granted at the same time that the cash portion of the AIP is paid, with (x) one thir...
