4.1Award of Bonus Opportunities.The Plan Administrator will establish for each Participant awarded a Bonus Opportunity: (i)the amount of the Participant’s Target Bonus, (ii)the Share Price Milestone Schedule applicable to the Bonus Opportunity and (iii)whether the Participant’s Bonus Opportunity is a Forfeitable Bonus Opportunity.Except as otherwise provided in this Plan, a Participant must be employed on the Performance Period End Date in order to be eligible to receive a Bonus.
4.2Forfeiture of Forfeitable Bonus Opportunity.If a share price milestone-based restricted stock unit award held by a Participant (as identified in the Participant’s Participation Agreement) awarded a Forfeitable Bonus Opportunity vests in whole or in part under the terms and conditions of such restricted stock unit award based on the attainment of the “Reference Price” set forth in such Participation Agreement, the Forfeitable Bonus Opportunity will be cancelled immediately without further action by the Participant or the Company, and no Bonus hereunder shall be paid or payable to the Participant.
You have been designated as a Participant in the Plan and awarded a Bonus Opportunity.Subject to the terms of the Plan, you will be eligible to earn a Bonus based on the Share Price attained as of the Performance Measurement Date.Your earned Bonus will be determined by multiplying your Target Bonus amount by the earned Bonus percentage determined in accordance with the following table.If the Share Price attained on the Performance Measurement Date falls between two of the Share Price milestones listed in the table, the earned Bonus percentage will be determined by linear interpolation (rounded to the nearest one-tenth of one percent).
Further, the Plan Administrator has designated your Bonus Opportunity as a Forfeitable Bonus Opportunity.This means that if the share price milestone-based restricted stock unit award identified below vests in whole or in part upon the attainment of the “Reference Price” set forth below, your Bonus Opportunity will be cancelled immediately without further action by you or the Company, and no Bonus hereunder shall be paid or payable.
The Short Term Incentives authorized by our Compensation Committee and our Board provides our executive officers and other management team members, who are selected to participate, with an opportunity to earn an annual cash bonus based upon the achievement of certain company financial goals, division goals and individual goals, established by our Chief Executive Officer and approved by our Compensation Committee and our Board (in future years, under the Compensation Committee Charter approved by our Board on March 10, 2016, our Compensation Committee will have full authority to approve these matters). Specifically, a participant in the short-term incentive plan will be advised of his or her annual potential target bonus expressed as a percentage of the participant’s base salary and by dollar amount.The participant will be eligible for a short-term incentive bonus once the participant achieves goals identified at the beginning of the year for a threshold target, the potential target or potential maximum target bonus opportunity.The bonus will vary depending upon the achievements made by the individual participants, the division and the corporation.Corporate goals for 2016 will include levels of earnings before interest, depreciation, taxes and amortization (“non-GAAP Operating Income”) and property development milestones.Division goals for 2016 will include levels of division cash flow and division milestones and individual goals will include specific unique performance goals specific to the individual’s position with us. Each of the corporate, division and individual goals carries a different percentage weight in determining the officer’s or other team member’s bonus for the year.
3.3Special Cash Bonus Opportunity.In connection with Executive’s execution of this Agreement, as soon as practicable after the Effective Date, Executive shall be entitled to receive a one-time, special cash bonus opportunity (the “Special Bonus Award”), which Special Bonus Award will, in general, become vested on January 1, 2018, subject to Executive’s continued employment with DDR through such date, subject to terms and conditions set forth in the applicable award agreement.If earned, the Special Bonus Award will be payable in cash within 30 days following the vesting date in an amount equal in value to Executive’s “target” Annual Cash Bonus opportunity as in effect on March 1, 2017.
1.Bonus Opportunity.Subject to Section 2 below, if you remain in the continuous employ of the Company through January 1, 2018, you will be entitled to a Bonus payout in an amount equal to your Company-provided target annual cash incentive opportunity as in effect on March 1, 2017.If earned, the Bonus will be paid to you in a lump sum (less applicable tax withholdings) within 30 days following January 1, 2018.Except as otherwise provided in Section 2, this Bonus Letter will automatically terminate, and no Bonus will be earned, if your employment with the Company terminates for any reason prior to January 1, 2018. In the event that you are on an approved leave of absence as of January 1, 2018, the Bonus will be earned as of the date of your return from leave and paid to you in a lump sum (less applicable tax withholdings) within 30 days following your return.
6.Certification of Performance and Determination of Bonus Amounts. On a date that is after the Company’s and the Bank’s performance results, as applicable, have been substantially finalized for the prior year but is no later than March1 following the end of each performance year, the Committee will determine and certify the level of performance achieved with respect to each Participant’s performance measure goals for the performance year just ended. The Committee will also determine and certify the amount, if any, of the bonus for each Participant based on the level of performance achieved, multiplied by the applicable weightings, multiplied by the Participant’s bonus opportunity. The bonus amount for each Participant will be paid 2/3 (two-thirds) in cash and 1/3 (one-third) in shares of the Company’s common stock (“Stock”).
Buzz Holdings L.P. (Parent) has identified you as key to the business of Worldwide Vision Limited (the Company) and, as such, desires to encourage you to remain employed with the Company. Accordingly, in connection with the acquisition of the Company by Parent (the Transaction), Parent is pleased to provide you with a retention bonus opportunity. This letter agreement (this Agreement) sets forth the terms and conditions of the retention bonus as well as the terms and conditions of your employment following the closing of the Transaction.
b. Base Salary and Bonus Opportunity. Your (i)annual base salary following the closing of the Transaction will be £300,000 per year (Base Salary), payable pursuant to your Employers regular payroll practice and (ii)annual target bonus opportunity will be 30% of your Base Salary, subject to the terms and conditions of the applicable bonus plan or program, in each case, prorated for the period ending on the Retention Date.
2017 Financial Performance Bonus Opportunity. The 2017 Financial Performance Bonus Opportunity was established to reward executives for achieving certain goals for Adjusted EBITDA (targeted at $6.3 million). The bonus plan was also designed to provide additional incentives for overachievement beyond target goals, so that more than 100% of each target goal could be paid out if overachievement occurred.
2017 Individual Performance Bonus Opportunity. The 2017 Individual Performance Bonus Opportunity was established on an individual basis for each Named Executive Officer based upon the expected professional contribution of each functional executive position and the impact of such contribution on the overall strategic and operational goals of the Company. This constituted 20% of the aggregate total eligible bonus opportunity of each of our Named Executive Officers.
Total Eligible Bonus Opportunity. The aggregate total eligible bonus opportunity for each of the Named Executive Officers was determined in relation to a percentage of base salary.
Table of Contents The Companys Named Executive Officers, including Ms.Ranzal-Knowles, did not qualify for a bonus payment under the Financial-based Performance Bonus Opportunity. During 2015, service revenue and Adjusted EBITDA levels did not exceed the established minimum Financial Performance Targets necessary to qualify the Named Executive Officers for a bonus payout under the 2015 Financial-based Performance Bonus Opportunity.
Each of the Named Executive Officers qualified for a bonus payment under the Individual Performance Bonus Opportunity. The Compensation Committee, based on consideration of input from Ms.Singleton, its knowledge of the Company, its contact with the executives throughout the year and a review of each individual Named Executive Officers performance, determined each individual Named Executive Officer qualified for a bonus payment in connection with the satisfactory achievement of each officers individual management objectives.
Under the Executive Team Bonus Plan, there is a Company performance component that represents 90% of each Named Executive Officers annual bonus opportunity. The Company performance metrics and weighting of total target bonus under the Executive Team Bonus Plan for 2019 were as follows for the Named Executive Officers: (i)Total Company EBITDA Dollars weighted at 40%; (ii) total Company sales weighted at 40%; and (iii)ROIC Percentage weighted at 10%. The level of achievement of these targets is subject to the final determination and approval of the Compensation Committee.
Target Bonus Opportunity. The Compensation Committee generally assigns to each of our executives an annual target bonus that is stated as a percentage of his or her annual base salary. The percentage target increases along with the executives responsibilities within the company and with the named executive officers ability to influence the overall results of the company. The 2016 target bonus opportunities for the named executive officers were set at the same levels as in 2014 and 2015: 85% of his annual base salary in the case of Mr.Tomlinson and 75% of annual base salary in the case of each other named executive officer. The Compensation Committee determined that these percentages appropriately reflected the responsibilities held by each officer and his ability to affect the success of the company.
(1) Unless otherwise noted in the footnotes below, the vesting schedules applicable to the plan-based awards granted in fiscal 2016 are included below in the Outstanding Equity Awards at 2016 Fiscal Year-End table. (2) Reflects potential awards under our 2016 Executive Incentive Plan (EIP). The bonus opportunity under the EIP was determined based on four financial performance measures (revenue (15%), adjusted EBITDA (50%), patient satisfaction (5%), and return on invested capital (30%)), with the bonus amount payable based on achievement of the financial performance measures (70%) and individual Performance Objectives (30%). The threshold amount for the EIP Bonus represents 70% multiplied by the amount payable if the threshold level of performance was met for each of the four financial performance measures (revenue (86%), adjusted EBITDA (90%), patient satisfaction (93%) and return on invested capital (86%)), which equates to 70% multiplied by 20% of the executives 2016 bonus opportunity. The target amount assumes that the target level of performance was met for each of the performance measures and that the executive achieved his Performance Objectives at 100%. The maximum amount payable under the 2016 Executive Incentive Plan is 150% of the target award. (3) Reflects the target award value under the EBITDA Awards granted as part of our 2016 LTIP. The target amount is earned if the 2016 adjusted EBITDA target established by the Board is met or exceeded. For 2016, the target adjusted EBITDA was met and the Compensation Committee approved a payout under the awards equal to 100% of the target award value. One-third (1/3) of the amount of the award vested and became payable as of December31, 2016 and payable by March 15 of the following year. The remaining two-thirds (2/3) of the amount of the award will vest in equal installments on December31, 2017, and December31, 2018, in each case subject to the executives continued employment through such date, and upon vesting payable no later than March15 of the following year. (4) Represents a commission Mr.Spurlock was eligible to earn under the Oncology Division 2016 Business Development Incentive Compensation Plan, as described under Executive Compensation-Annual Cash Bonus Opportunity above.