Sale Bonus If, during the period of employment while you are the President & Managing Director – International Division and Vice Chairman of the Board of Holding and RP Corp and in all cases on or before the date that is thirty six (36) months after the effective date of this Second Amendment, Francisco Partners (which term includes its affiliated funds for purposes of this Clause 4) sells (other than to one of its affiliates or a fund managed by it or one of its affiliates) all or any portion of its interest in Holding, the Company will pay Executive a sale bonus as follows: (1) if 100% of Francisco Partners’ equity interests in Holding are so sold, the sale bonus shall the amount of the Bonus Opportunity (determined as set forth below), and (2) if less than 100% of Francisco Partners’ equity interests in Holding are so sold, the sale bonus shall equal the amount of the Bonus Opportunity (determined as set forth below) multiplied by the percentage of Francisco Partners’ equity interests in Holding that are so sold. For purposes of these calculations, the percentage of Francisco Partners’ equity interests in Holding that are sold shall be determined with reference to Francisco Partners’ equity interests in Holding as of the effective date of this Second Amendment (such that if Francisco Partners’ sells 50% of its equity interests in Holding in one transaction, and then sells the remaining 50% of its equity interests in Holding in a second transaction, the portion of Francisco Partners’ equity interests sold in the second transaction shall be 50% for purposes of this calculation even though, at the time of the second sale after giving effect to the first sale, the percentage of such interests sold in the second sale constituted all of such interests outstanding immediately prior to the second sale). Any sale bonus due to Executive pursuant to this Clause 4 with respect to any sale of equity interests by Francisco Partners shall be paid no later than two and one-half months after such sale. The amount of the Bonus Opportunity for purposes of this Clause 4 is determined with reference to whether the value of the entire Holding on a consolidated basis as of the Grant Date, as determined by the Board for purposes of establishing the per share exercise price of the Option (the “Enterprise Value”), is more than FOUR HUNDRED AND SEVENTY FIVE MILLION DOLLARS ($475,000,000) as follows: (a) if the Enterprise Value as of the Grant Date is less than or equal to $475,000,000, then the amount of such Bonus Opportunity is FIVE HUNDRED THOUSAND DOLLARS ($500,000); or (b) if the Enterprise Value as of the Grant Date is more than $475,000,000, then the amount of such Bonus Opportunity equals the sum of (x) FIVE HUNDRED THOUSAND DOLLARS ($500,000) plus (y) one percent (1%) of the dollar amount by which the Enterprise Value as of the Grant Date exceeds $475,000,000.
Bonus Amount For purposes of this Agreement, "Bonus Amount" shall mean the greater of (a) the target annual bonus payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs or (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.
Cash Incentive Bonus The pro rata share of any Cash Incentive Bonus that would have been paid to the Executive had the Executive not been terminated Without Cause based on the extent to which performance standards are met on the last day of the year in which the Executive is terminated Without Cause.
Annual Cash Bonus During the Term, Executive may be eligible to receive an annual cash bonus, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.
Annual Cash Incentive Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive, measured against performance criteria to be determined by the Company’s Board (or a committee thereof) having a grant date of not less than 70% of Base Salary.
Cash Bonus Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365); and
Annual Incentive Bonus The Company shall, in addition to Executive’s Base Salary, pay Executive an Annual Incentive Bonus, which shall be payable within 120 days of the end of each fiscal year in accordance with the formula set forth on Exhibit A, attached hereto and made a part hereof.
Performance Bonus If Employee's employment is terminated by Employee with cause, or by Bank without cause, Employee shall be paid, in addition to the amounts payable under Sections 3.5 and 3.6 of the Agreement: (i) all non-forfeitable deferred compensation, if any; and (ii) unpaid performance bonus payments, if any, payable under Section 4.2 of the Agreement, which shall be declared earned and payable based upon performance up to, and shall be pro-rated as of, the date of termination. Employee shall not be entitled to such unpaid performance bonus payments if Employee's employment is terminated by Bank with cause, or by Employee without cause.
Annual Incentive Payment The Executive shall participate in the Company's Management Incentive Plan (or such alternative, successor, or replacement plan or program in which the Company's principal operating executives, other than the Chief Executive Officer, generally participate) and shall have a targeted incentive thereunder of not less than $240,000 per year; provided, however, that the Executive's actual incentive payment for any year shall be measured by the Company's performance against goals established for that year and that such performance may produce an incentive payment ranging from none to 200% of the targeted amount. The Executive's incentive payment for any year will be appropriately pro-rated to reflect a partial year of employment.
Annual Bonus In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.
