Ebitda bonus clause samples

(c)Effect of Change in Control Upon EBITDA Bonus. A Change in Control shall have no effect on the calculation or payment of any EBITDA Bonus under subsections (a)and (b)(i)or any Proportional EBITDA Bonus under subsections (b)(ii)and (b)(iii).

2.Clawback of EBITDA Bonus. In the event of any subsequent restatement of the Company’s published financial statements related to a given Performance Year, within three (3) years after the end of such Performance Year, due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws, then any excess EBITDA Bonus or Proportional EBITDA Bonus paid to the Employee in respect of such Performance Year, net of any income, payroll, or other taxes withheld or paid in respect of such excess amount, shall be recovered by the Company from the Employee if, and to the extent that, such restatement reduces the relevant EBITDA calculation such that the Employee would have only been entitled to a lower or no Bonus amount in respect of such Performance Year.It is expressly understood and agreed by the parties that this provision shall apply regardless of whether the cause or reason for such restatement was due to any fault of the Employee.

In 2018, each of Messrs.Boyle and Ramsbottom was eligible to earn a cash incentive bonus (the “EBITDA Bonus”) pursuant to their employment agreements based upon the consolidated EBITDA of Psyop Media Company, LLC and its consolidated affiliates and subsidiaries for 2018. For 2018, Mr.Boyle’s target EBITDA Bonus was $156,000 and Mr.Ramsbottom’s target EBITDA bonus was $250,000. During calendar year 2018, Psyop Media Company, LLC and its consolidated affiliates and subsidiaries did not achieve a consolidated EBITDA at a level that would have triggered the payment of the EBITDA Bonus. However, the board of managers of Psyop Media Company, LLC expects to pay Mr.Boyle a discretionary bonus equal to $50,000 to reward him for his contributions to the company in 2018.

EBITDA Bonus. Executive shall be paid an annual cash bonus of no less than 15% of the EBITDA (determined in accordance with the Company’s financial statements) in excess of $1 million of EBITDA (after taking into account bonuses paid to Company employees) as determined by the Compensation Committee. Any such incentive compensation shall not be prorated for partial years and shall be paid no later than 60 days following the last day of the fiscal year to which such bonus relates.

Under the Carrols’ Executive Bonus Plan , EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, impairment charges and stock compensation expense. The Carrols’ Executive Bonus Plan also provides that EBITDA will be adjusted to exclude extraordinary, unusual or other gains and losses not deemed to be in the ordinary course of business, at our Compensation Committee’s reasonable discretion. The Carrols’ Executive Bonus Plan requires that a minimum of 80% of budgeted EBITDA must be attained before the payment of any goals and objectives bonus and 85% of budgeted EBITDA must be attained before any payment of EBITDA bonus. The Carrols’ Executive Bonus Plan also specifies that the portion of the bonus tied to EBITDA will be capped at 200% of the target level after the attainment of 120% of budgeted EBITDA (the “Carrols EBITDA Bonus”). The Carrols EBITDA bonus is earned on a pro-rata basis at an established rate for each participant for each 1% increase in attainment of budgeted EBITDA above 85% to a maximum of 120%. For the portion of the bonus tied to goals and objectives (the “Carrols Goals and Objectives Bonus”), a minimum of 70% achievement of such goals and objectives is also required for the participant to be eligible for this portion of the bonus. Payments of the Carrols Goals and Objectives Bonus are determined based on the discretion of our Compensation Committee, with input from our CEO, based on evaluating achievement of each participant’s goals and objectives. The determination of whether goals and objectives were met by each Named Executive Officer is not a formulaic, objective or quantifiable standard; rather, the individual performance considerations were just factors (among others) that were generally taken into account in the course of making subjective judgments in connection with the compensation decision. The total Carrols EBITDA bonus amount is paid 50% in cash and 50% in restricted stock units vesting annually over three years with accelerated vesting for any event of termination other than for cause.

(2) The average total construction cost for building each new store opened in fiscal 2015 was within target. Mr.Mulleady’s bonus then increased at the same slope as the EBITDA bonus. Therefore, Mr.Mulleady earned the maximum payout for the portion of his bonus associated with new store construction.