Achieve 2015 Pro Forma Adjusted EBITDA equal to or greater than Pro Forma Adjusted EBITDA Target. Achievement of this performance target means that the Participants achieve a bonus equal to 50% of their base salary.

“(a) Severance. As soon as practicable after the Termination, but in any event no later than 10 business days following such Termination, the Company shall pay or cause to be paid to Executive, a lump sum cash amount equal to three (3) times the sum of (i) Executive’s annual base salary on the Effective Date (the “Base Salary”), and (ii) the Bonus. In addition, at the time of the above payment, Executive shall be entitled to an additional lump sum cash payment equal to the sum of (A) Executive’s annual salary through the date of termination, (B) an amount equal to Executive’s annual aggregate bonuses, for any calendar year ending before such termination occurs, which would have been payable had Executive remained employed until the date such bonus would otherwise have been paid, (C) a pro rata portion of the Bonus (calculated through the date of termination); and (D) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s rights thereto. If payment of the amounts referred to herein is not made by the Company to Executive within such 10 day period, the Company shall pay Executive interest thereon at the rate of 10% per annum.”

a material diminution in [[Organization A:Organization]] Employee’s salary, other than pursuant to a reduction in [[Organization A:Organization]] salary for all executive employees of [[Organization A:Organization]] and its affiliates, applied on a pro rata basis to all salaried executives including Employee; or

Each year you will be eligible to participate in ​ bonus program at a target rate of 75% of your annual salary. Bonus payout will be based on Company, team and individual performance and will be pro-rated based on hire date.

If you complete at least three months of employment in the calendar year in which you qualify for severance pay, you’ll receive a pro rata amount of any bonus you are eligible to receive for that year under the AICP (Annual Incentive Compensation Program) program. This pro rata amount will reflect your completed months of service in that year. For example, if you completed four months of service when your employment ends in a calendar year, you’d receive 33 percent (4 ÷ 12) of the AICP bonus to which you’re entitled for that year.

The Administrative ​ and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to Section 2.16.

Bonuses. (a) Employee will be eligible to earn an annual performance-based bonus based on a formula approved by the Company’s Board of Directors or its Compensation Committee and incorporated herein by this reference for the full or pro rata portion of any fiscal year after 2015 during which Employee is employed by the Company (a “Bonus Year”), the terms and conditions of which, as well as Employee’s entitlement thereto, shall be determined annually in the sole discretion of the Company’s Board of Directors or its Compensation Committee (the “Performance Bonus”). The amount of the Performance Bonus will vary based on the pro rata portion or full portion of the applicable Bonus Year during which Employee is employed by the Company and the achievement of individual or Company performance criteria in the formula established by the Company’s Board of Directors or Compensation Committee. The formula will be set to target a Performance Bonus equal to 125% of Base Salary as of the earlier of the date the Target Bonus terms are approved by the Board and March 25 of such year (the “Target Bonus”) if the performance criteria in the formula are met, and the actual bonus awarded based on the performance criteria may be more or less than the Target Bonus, but not more than 200% of the Target Bonus. Any Performance Bonus due with respect to a Bonus Year will be paid on or before March 15 of the following calendar year.

If Executive’s employment continues through December 31, 2023, Executive will remain eligible to receive an Annual Bonus with a target amount equivalent to 125% of Base Salary, provided that the Base Salary used for purposes of this calculation shall be pro-rated to give effect to the change in Base Salary effective September 1, 2023.

“Death. The Employment will terminate without notice being required upon Employee’s death. Employee’s beneficiaries and/or estate will be entitled to (i) any earned but unpaid Base Salary through the date of Employee’s death, to be paid less applicable taxes and withholdings within 10 days of Employee’s termination of employment, (ii) one (1) additional month of Base Salary or, where the Employee had completed more than five (5) years of service, two (2) additional months of Base Salary, (iii) compensation at the rate of Employee’s Base Salary for any vacation time earned but not used as of the date the Employment terminates, (iv) reimbursement for any business expenses incurred by Employee but not yet paid to Employee as of the date Employee’s employment terminates, provided all expenses and supporting documentation required are submitted within sixty (60) days of the date the Employment terminates, and provided further that such expenses are reimbursable under Company policy, (v) payment of a pro-rata portion of Employee’s Annual Bonus (assuming for purposes of this payment that Employee’s Annual Bonus would be equal to 55% of Employee’s Base Salary), and (vi) any amounts accrued and payable under the terms of any of the Company’s benefit plans (items [(i), (iii), (iv) and (vi)])])])], referred to, together with any other obligations under Swiss statutory law, as the “Accrued Obligations”).”

Executive shall be paid an amount equal to the greater of # the Executive’s target annual incentive bonus in effect as of Executive’s Date of Termination (or, if Executive’s target annual incentive bonus has not yet been established for, or has been reduced during, the then current fiscal year, then Executive’s target annual incentive bonus in effect as of the last day of the prior fiscal year), multiplied by a fraction (the “Pro Rata Fraction”), the numerator of which is the number of days that have elapsed in the then current fiscal year through Executive’s Date of Termination and the denominator of which is 365, or # the annual incentive bonus that would be paid or payable to Executive under the Incentive Plan based upon the Company’s actual performance for such fiscal year multiplied by the Pro Rata Fraction.