Common use of Merit Bonus Clause in Contracts

Merit Bonus. (i) Within fifty (50) days following the end of each fiscal year ending March 31 of the Company (or portion thereof) during the term of this Agreement ("Fiscal Year"), the Company shall determine the amount of the merit bonus (the "Merit Bonus") payable to Employee equal to a percentage of the Base Salary, which percentage shall equal the percentage increase, if any, in ▇▇▇▇'▇ consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") for its most recently completed Fiscal Year from ▇▇▇▇'▇ EBITDA for the comparable period in the immediately preceding Fiscal Year; provided, -------- however, that no Merit Bonus shall be paid with respect to the percentage ------- increase in EBITDA for the Fiscal Year ending March 31, 1998 unless ▇▇▇▇'▇ consolidated revenues and consolidated earnings from operations for the fiscal quarter ending March 31, 1998 exceed ▇▇▇▇'▇ consolidated revenues and consolidated earnings from operations, respectively, for the fiscal quarter ended March 31, 1997, in each case as shown on the Financial Statements. ▇▇▇▇ shall immediately inform Employee of the amount, if any, of the Merit Bonus. (ii) Within ten (10) days following notice to Employee of the amount of the Merit Bonus, Employee may elect in writing to receive such Merit Bonus in the form of options to acquire Ordinary Shares (the "Merit Options"), which Merit Options shall be issued under ▇▇▇▇'▇ employee stock option plan if sufficient options are available thereunder and shall be issued outside of such plan if insufficient options are available thereunder. If Employee does not elect to receive Merit Options for a given Fiscal Year, the Company shall promptly pay to Employee the Merit Bonus in cash. If Employee elects to receive Merit Options in respect of a Fiscal Year, such Merit Options shall be issued on the last day of the Compensation Period in which such Fiscal Year ends, and (A) each Merit Option shall represent an option to acquire one (1) Ordinary Share, and the number of Merit Options to be issued to Employee shall equal the quotient of (1) the aggregate dollar amount of such Merit Bonus divided by (2) the product of the Market Price (as defined below) per Ordinary Share as of the last day of the Compensation Period in which such Fiscal Year ends multiplied by twenty-five hundredths (0.25), (B) subject to the accelerated vesting provisions of this Agreement, one-third (1/3) of the aggregate number of such Merit Options shall be immediately vested in full and fully exercisable, and one-third (1/3) of the aggregate number of such Merit Options shall become vested in full and fully exercisable as of each of the first (1st) and second (2nd) anniversaries of the last day of the Compensation Period in which such Fiscal Year ends, (C) the exercise price per Ordinary Share under such Merit Options shall equal the Market Price (as defined below) per Ordinary Share as of the last day of the Compensation Period in which such Fiscal Year ends, and (D) such Merit Options shall be exercisable through the tenth (10th) anniversary of the last day of the Compensation Period in which such Fiscal Year ends.