Amount of Bonus Pool. The annual bonus pool from which a bonus (a “Bonus”) may be paid to a Participant pursuant to the terms of the Plan shall be equal to five percent (5%) of the Company’s “Operating Cash Flow,” as defined in and determined in accordance with the terms set forth in Exhibit B attached hereto, which Exhibit B may be amended from time to time (the “Bonus Pool”).
Allocation of Bonus Pool Among Participants. For each fiscal year during which the Plan is in effect, the Committee shall determine, in its sole discretion, but following consultation with the Chief Executive Officer of the Company, the percentage of the Bonus Pool to be allocated to each Participant (the “Annual Allocation”), provided that, in no event may the Annual Allocation for such Participant be less than seventy-five percent (75%) of the Annual Allocation for that Participant in the immediately preceding fiscal year. The Committee shall provide notice to the Chief Executive Officer of the Company of such Annual Allocation. Upon receipt of such notice from the Committee, the Chief Executive Officer of the Company shall provide notice to each Participant of that Participant’s Annual Allocation.
Eligibility to Receive Bonus Payment. Except to the extent otherwise provided in a Participant’s employment agreement with the Company, a Participant shall only be eligible to receive the payment of a Bonus pursuant to the terms of the Plan if, as of the last day of the fiscal year to which such Bonus relates, the Participant (i) is employed by the Company or its subsidiaries and (ii) has not notified the Company of his or her intent to resign employment with the Company and its subsidiaries.
Bonus Payment. A Bonus, if any, shall be paid to a Participant, in cash, as soon as practicable after the Company’s financial results for the fiscal year have been determined; provided, however, that in no event shall such payment be made earlier than January 1st or later than March 15th of the year following the year to which it relates.
Termination of Employment of a Participant. Subject to Section 4(c) hereof, in the event that a Participant terminates employment with the Company for any reason, the Participant shall no longer be entitled to participate in the Plan and the Committee shall, in its sole discretion, (i) apportion all (or a portion) of the terminated Participant’s Annual Allocation among the remaining Participants, (ii) add a new Participant (or Participants) to the Plan and apportion all (or a portion) of the terminated Participant’s Annual Allocation to the new Participant (or Participants) or (iii) implement any combination of the foregoing.
Amendment and Termination.
No Right to Continued Employment or Payment of a Bonus. The right of a Participant to receive a Bonus under the Plan shall not be deemed a right to continued employment by the Company or its subsidiaries and does not otherwise restrict the Participant’s right or the right of the Company to terminate the Participant’s employment at any time, with or without notice and with or without cause. No Participant has any claim to be awarded a Bonus, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of each Bonus and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not the Participants are similarly situated).
Unfunded Status of Awards. Bonus payments shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure the payment of such bonuses.
Nontransferability. No Participant shall have the power or right to transfer (other than by will or the laws of descent and distribution), alienate or otherwise encumber his or her interest under the Plan.
Withholding Taxes. The Company shall withhold all applicable federal, state and local taxes from the payment of any Bonus made pursuant to the Plan, in accordance with applicable laws and regulations.
Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws.
Effective Date. The effective date of the Plan is January 1, 2013.