Common use of Value Creation Plan Clause in Contracts

Value Creation Plan. The Executive shall be deemed a “Participant” for purposes of the Company’s Value Creation Plan, as approved by the Company’s Compensation Committee on May 14, 2013 and attached hereto as Exhibit B (the “VCP”). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows: (i) during the Employment Term, (A) the Executive will always be deemed a “Participant” under the VCP and at no point during the Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five percent (25%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year; (ii) in the event the Executive is terminated for Cause or resigns without Good Reason, the Executive will forfeit all rights to an award for the fiscal year in which such termination occurs under the VCP and thereafter; and (iii) in the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.

Value Creation Plan. The Executive shall be deemed a “‘Participant” ’ for purposes of the Company’s Value Creation Plan, as approved by the Company’s Compensation Committee on May 14, 2013 2013, as subsequently amended and attached hereto restated on March 3, 2016, and as Exhibit B such may be further amended and/or restated from time to time by the Company’s Compensation Committee (the “‘VCP”’). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows: (i) during During the Employment Termterm of the Executive’s Employment, (A) the Executive will always be deemed a “‘Participant” ’ under the VCP and at no point during term of the Executive’s Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five percent (25%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year;.” (ii) in 8. Insert the following new material to the end of Section 4.2(c): “In the event the VCP is terminated or awards are no longer granted under the VCP and the Company adopts a new long-term incentive plan, the Executive will be granted awards under the new plan commensurate with his position as President and Chief Operating Officer.” 9. Insert the following new material to the end of Section 6.1(a): “In the event the Executive becomes entitled to receive a payment pursuant to this Section 6.1(a), and he dies prior to receiving the payment to which he is terminated for Cause entitled, then such payment shall be made to the Executive’s surviving spouse, or resigns without Good Reasonif he leaves no surviving spouse, then the Executive will forfeit all rights payment shall be made to an award for the fiscal year in which such termination occurs under the VCP and thereafter; andhis estate.” (iii10. Delete Section 6.1(b) in its entirety and substitute therefor the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.following:

Value Creation Plan. The Executive shall be deemed a “Participant” for purposes of the Company’s Value Creation Plan, as approved by the Company’s Compensation Committee on May 14, 2013 and attached hereto as Exhibit B (the “VCP”). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows: (i) during the Employment Term, (A) the Executive will always be deemed a “Participant” under the VCP and at no point during the Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five thirty percent (2530%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year; (ii) in the event the Executive is terminated for Cause or resigns without Good Reason, the Executive will forfeit all rights to an award for the fiscal year in which such termination occurs under the VCP and thereafter; and (iii) in the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.

Value Creation Plan. The Executive shall be deemed a “Participant” for purposes of the Company’s Value Creation Plan, as approved by the Company’s Compensation Committee on May 14, 2013 and attached hereto as Exhibit B (the “VCP”). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows: (i) during the Employment Term, (A) the Executive will always be deemed a “Participant” under the VCP and at no point during the Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five twenty percent (2520%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year; (ii) in the event the Executive is terminated for Cause or resigns without Good Reason, the Executive will forfeit all rights to an award for the fiscal year in which such termination occurs under the VCP and thereafter; and (iii) in the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.

Value Creation Plan. The Executive shall be deemed a “‘Participant” ’ for purposes of the Company’s Value Creation Plan, as initially approved by the Company’s Compensation Committee on May 14, 2013 2013, as subsequently amended and attached hereto restated on March 3, 2016, and as Exhibit B such may be further amended and/or restated from time to time by the Company’s Compensation Committee (the “‘VCP”’). Notwithstanding anything in the VCP to the contrary, the Company agrees as follows: (i) during During the Employment Termterm of the Executive’s Employment, (A) the Executive will always be deemed a “‘Participant” ’ under the VCP and at no point during term of the Executive’s Employment Term may the Company or any representative of the Company (including the Compensation Committee) remove him from participation in the VCP; (B) the Executive will receive not less than twenty-five percent thirty (2530%) of the bonus pool award actually made to all Participants under the VCP for any fiscal year under the VCP; and (C) any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the applicable Adjusted EBITDA target was achieved and no later than December 31 of such year;.” (ii) in 7. Insert the following new material to the end of Section 4.2(b): “In the event the VCP is terminated or awards are no longer granted under the VCP and the Company adopts a new long-term incentive plan, the Executive will be granted awards under the new plan commensurate with his position as Chairman and Chief Executive Officer.” 8. Insert the following new material to the end of Section 6.1(a): “In the event the Executive becomes entitled to receive a payment pursuant to this Section 6.1(a), and he dies prior to receiving the payment to which he is terminated for Cause or resigns without Good Reasonentitled, the Executive will forfeit all rights then such payment shall be made to an award for the fiscal year in which such termination occurs under the VCP and thereafter; andhis estate.” (iii9. Delete Section 6.1(b) in its entirety and substitute therefor the event the Executive is terminated without Cause or resigns for Good Reason or his employment is otherwise terminated due to death, Disability, or retirement from the Company in good standing, he shall remain eligible for an award for the fiscal year in which such termination occurs and may receive a full current-year award based on the Company’s progress towards the applicable Adjusted EBITDA (as defined in the VCP) target at the time of such termination. Any such award shall be paid in accordance with the terms of the VCP; provided, however, that such award shall be paid in the year following the year in which the termination of employment occurs and no later than December 31 of such year.following: