Pro Rata Bonus. Payment of the Pro Rated Bonus, paid to Executive no later than March 15 of the calendar year next preceding the year of termination of employment, after deduction of all amounts required to be deducted or withheld under applicable law.

Pro-Rated Bonus. For purposes of this Agreement, “Pro-Rated Bonus” means a cash amount equal to either: # in the case of a termination under Section 11(c) during the Change in Control Period, Employee’s Target Bonus; or # in the case of a termination due to death or Disability (as defined above) or Retirement (as defined below), Employee’s annual bonus earned based on actual performance, in each case (i) or (ii), with respect to the annual bonus otherwise payable under Section 9(c) for the fiscal year in which Employee’s termination of employment occurred and pro-rated for Employee’s months of service during the applicable fiscal year, up to and including the month of termination.

Pro-Rated Annual Equity Award. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $150,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company’s last annual meeting of stockholders and the Non-Employee Director’s date of initial appointment, and the denominator of which is 365 (the “Pro-Rated Award”). The Pro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director’s appointment to the Board.

Pro-Rated Bonus. Employee will be eligible to receive the Pro-Rated Bonus, less applicable tax withholdings, which shall be payable to Employee in a lump sum cash payment concurrently with the annual cash bonus payments to other similarly-situated employees, provided, that no payment shall be made prior to the Initial Payment Date, but that such payment shall in any event be made prior to March 15 of the year following the year of Employee's termination;

Pro-Rated Bonus. Employee will be eligible to receive the Pro-Rated Bonus, less applicable tax withholdings, which shall be payable to Employee in a lump sum cash payment concurrently with the annual cash bonus payments to other similarly-situated employees, provided, that no payment shall be made prior to the Initial Payment Date, but that such payment shall in any event be made prior to March 15 of the year following the year of Employee's termination; and

Pro-Rated Annual Equity Award. On the date of a person’s initial appointment as a Non-Employee Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company’s last annual meeting of stockholders and the Non-Employee Director’s date of initial appointment, and the denominator of which is 365 (the “Pro-Rated Award”). The Pro-Rated Award shall vest on the date of the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director’s appointment to the Board.

Pro-Rated Annual Award. An Outside Director will only receive an Award under this Section 2(c) (a “Pro-Rated Annual Award”) if the Start Date is not on the date of an Annual Meeting (as defined below). If the Outside Director’s Start Date is an Annual Meeting, then the Directors shall receive the Annual Award described in Section 2(d) and no Pro-Rated Annual Award. If an Outside Director is eligible for a Pro-Rated Annual Award, then the Outside Director shall be automatically granted on the Start Date an award of restricted stock units covering a number of Shares having a Value of # $170,000 multiplied by # the fraction obtained by dividing # the number of full months during the period beginning on the Start Date and ending on the one-year anniversary of the date of the then-most recent Annual Meeting by # 12. The Pro-Rated Annual Award will vest on the earlier of # the one-year anniversary of the date the Pro-Rated Annual Award is granted or # the day prior to the date of the Annual Meeting next following the date the Pro-Rated Annual Award is granted, in each case, subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Pro-Rated Bonus. Following the end of the year in which Executive’s employment with the Company terminates, but no later than March 15 of such following year, the Committee, and if applicable, the Board, shall determine in good faith the Termination Year Bonus (as defined above). The Company will pay Executive a pro-rated portion of the Termination Year Bonus based on the percentage of the year that Executive was employed by the Company in the year of termination. This amount will be payable on or before the earlier of # March 15 of the year immediately following the year of Executive’s termination and # the date that the Company pays annual cash bonuses to other executives of the Company with respect to the year of Executive’s termination.

Pro-Rated Bonus. Following the end of the year in which Executive’s employment with the Company terminates, but no later than March 15 of such following year, the Committee, and if applicable, the Company’s Board of Directors (“Board”), shall determine in good faith the annual cash bonus that Executive would have been entitled to receive for the year of termination if Executive had remained employed by the Company through the end of such year (such hypothetical bonus, the “Termination Year Bonus”). The Company will pay Executive a pro-rated portion of the Termination Year Bonus based on the percentage of the year that Executive was employed by the Company in the year of termination. This amount will be payable on or before the earlier of # March 15 of the year immediately following the year of Executive’s termination and # the date that the Company pays annual cash bonuses to other executives of the Company with respect to the year of Executive’s termination.

Pro Rata Bonus. Subject to execution of the Release Agreement in accordance with Section 2.1(c) and Section 7 herein, a pro rata portion of the Executive’s annual bonus for the year in which the Termination Date occurs, to the extent earned based on actual performance (such amount to be calculated by determining the amount of the annual bonus earned as of the end of the year in which the Termination Date occurs and pro-rating such amount by the portion of such year Executive was employed by the Company, said pro rata bonus amount to be paid on or before March 15 of the year following the performance year);