Bonus Upon Expiration of Employment Period. If, at the expiration of the full Employment Period or the early termination of the Employment Period by the Company pursuant to Section 12(a) or Section 12(c) of this Agreement, (1) there has not been an early termination of the Employment Period by either Company or Employee, for any reason other than a termination by the Company pursuant to Section 12(a) or Section 12(c) of this Agreement, and (2) there has not been any Company Sale, then, upon Employee’s prior voluntary execution of the Release and the Non-Competition Agreement, Employee shall be eligible to receive a bonus (the “Term Bonus”) equal to the following: (a) two and one-half percent (2.5%) of the portion of the “Value Component” (as defined below) that exceeds ten million dollars ($10,000,000) up to fourteen million dollars ($14,000,000), (b) five percent (5%) of the portion of the “Value Component” that exceeds fourteen million dollars ($14,000,000) up to eighteen million dollars ($18,000,000) and (c) ten percent (10%) of the portion of the “Value Component” that exceeds eighteen million dollars ($18,000,000); to be payable at HMC’s option and sole discretion either in (a) unregistered common stock of HMC (or its successor) at the then “Fair Market Value” (as defined below) of such common stock, or (b) twelve equal monthly cash payments beginning on the one month anniversary date of the expiration date of the Employment Period. For purposes hereof, “Value Component” shall mean six (6) times the actual EBITDA, excluding any proposed, contemplated or actual future acquisitions from the date hereof, the components of which shall be based on audited financials, calculated and adjusted in accordance with the terms set forth in Exhibit A, calculated on an annualized basis over the six (6) months immediately prior to such applicable early termination or expiration date. For purposes hereof, “
