Common use of Performance Based Bonus Clause in Contracts

Performance Based Bonus. As additional compensation, the Executive shall be entitled to receive a performance based bonus, based on meeting revenue and cash flow objectives. The Executive shall be granted options ("Performance Options") to purchase an aggregate of 220,000 shares of Common Stock, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a two-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 2008. In the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial two-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in place.

Performance Based Bonus. As additional compensation, the Executive shall be entitled to receive a performance based bonus, based on meeting revenue and cash flow objectives. The Executive shall be granted options ("Performance Options") to purchase an aggregate of 220,000 440,000 shares of Common Stock, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a twofour-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 2008, or a revenue growth rate of at least 20% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 2010. In The Executive and the Company will negotiate in good faith as to how revenue increases from specific acquisitions are measured. Effective with the quarter ended December 31, 2009 and the year ended September 30, 2010, one-half of the applicable quarterly or annual bonus options will be earned/vested if the cash flow target is met but not the revenue target. If in the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but quarter, the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event Performance Options do not vest based on the quarterly or annual goals, they shall immediately expire. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial twofour-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in place. Granting of 220,000 of the 440,000 Performance Options agreed to hereunder is subject only to the approval by the Company’s shareholders of a sufficient increase in the number of authorized 2007 Plan options, at which time the 220,000 options will be granted and priced, which request for shareholder authorization will be submitted by the Company no later than the time of the next Annual Shareholder Meeting after August 11, 2009.

Performance Based Bonus. As additional compensation, the Executive shall be entitled to receive a performance based bonus, based on meeting revenue and cash flow objectives. The Executive shall be granted options ("Performance Options") to purchase an aggregate of 220,000 440,000 shares of Common Stock, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a twofour-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 20082008 , or a revenue growth rate of at least 20% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 2010. In The Executive and the Company will negotiate in good faith as to how revenue increases from specific acquisitions are measured. Effective with the quarter ended December 31, 2009 and the year ended September 30, 2010, one-half of the applicable quarterly or annual bonus options will be earned/vested if the cash flow target is met but not the revenue target. If in the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but quarter, the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event Performance Options do not vest based on the quarterly or annual goals, they shall immediately expire. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial twofour-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in place. Granting of 220,000 of the 440,000 Performance Options agreed to hereunder is subject only to the approval by the Company’s shareholders of a sufficient increase in the number of authorized 2007 Plan options, at which time the 220,000 options will be granted and priced, which request for shareholder authorization will be submitted by the Company no later than the time of the next Annual Shareholder Meeting after August 11, 2009.

Performance Based Bonus. As additional compensationExecutive shall be eligible for performance-based bonuses awarded on an annual calendar year basis provided the Company achieves financial objectives established by the Company's management and approved by the Board for such calendar year. For calendar year 2004, the target financial objectives shall be those previously established and approved by the Board, which in the case of Executive is the achievement of consolidated EBITDA-I of $140,696,000. For calendar years 2005 and following, the target financial objectives shall be established by the Company's management and approved by the Board for the applicable calendar year in a like manner such that Executive shall have the opportunity to realize a performance based bonus consistent with prior practice. Approval of the applicable financial objectives by the Board shall occur (i) on or before March 31 of the calendar year provided that the Company's management has furnished the Board with the proposed annual budget by December 31 of such prior calendar year or (ii) if the Company's management has not furnished the Board with the proposed annual budget by December 31, as soon as reasonably practicable after the Company's management has furnished the Board with the proposed annual budget. Subject to the provisions of this Section 3(a), Executive shall be provided the opportunity to earn at least an additional 50% of Executive's annual Base Salary then in effect in performance-based bonus compensation if the Company achieves 90% of the targeted financial objectives for the applicable calendar year. Subject to the immediately following sentence, performance-based bonuses that are earned with respect to any calendar year will be payable no later than the end of the first calendar quarter of the following calendar year. If Executive resigns before the last day of a calendar year (other than for a Material Breach (as hereinafter defined)) or is discharged by the Company for Cause (as hereinafter defined) before the last day of such calendar year, Executive will not be entitled to receive a performance-based bonus pursuant to Section 3(a) for such calendar year. If Executive's employment terminates prior to the last day of a calendar year for any other reason, Executive shall be entitled to receive a performance pro rata part of the performance-based bonusbonus for such calendar year pursuant to Section 3(a). Such pro rata part shall equal the total performance-based bonus that would have been payable had Executive remained employed for all of such calendar year multiplied by a fraction, based on meeting revenue the numerator of which is the number of days elapsing in such calendar year through the date Executive's employment terminates and cash flow objectivesthe denominator of which is 365. The Executive shall be granted options ("Performance Options") Notwithstanding anything herein to purchase an aggregate of 220,000 shares of Common Stockthe contrary, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price Company does not achieve 90% of the fair market value of targeted financial objectives approved by the date of the grant, and shall be exercisable Board for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a two-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior any calendar year, starting with the fiscal year ended September 30, 2008. In the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall will only be entitled to register receive a performance-based bonus pursuant to this Section 3 for such calendar year if the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth Board, in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersand absolute discretion, directors, auditors and counsel in all matters necessary or advisable elects to file and cause pay such a bonus to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial two-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in placeExecutive.

Performance Based Bonus. As additional compensation, the Executive shall be entitled to receive a performance based bonus, based on meeting revenue and cash flow objectives. The Executive shall be granted options ("Performance Options") to purchase an aggregate of 220,000 440,000 shares of Common Stock, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price of the fair market value of the date of the grant, and shall be exercisable for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a twofour-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 20082008 , or a revenue growth rate of at least 20% for the fiscal year over the prior year, starting with the fiscal year ended September 30, 2010. In The Executive and the Company will negotiate in good faith as to how revenue increases from specific acquisitions are measured. Effective with the quarter ended December 31, 2009 and the year ended September 30, 2010, one-half of the applicable quarterly or annual bonus options will be earned/vested if the cash flow target is met but not the revenue target. If n the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but quarter, the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event Performance Options do not vest based on the quarterly or annual goals, they shall immediately expire. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall be entitled to register the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable to file and cause to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial twofour-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in place. Granting of 220,000 of the 440,000 Performance Options agreed to hereunder is subject only to the approval by the Company’s shareholders of a sufficient increase in the number of authorized 2007 Plan options, at which time the 220,000 options will be granted and priced, which request for shareholder authorization will be submitted by the Company no later than the time of the next Annual Shareholder Meeting after August 11, 2009.

Performance Based Bonus. As additional compensationExecutive shall be eligible for performance-based bonuses awarded on an annual calendar year basis provided the Company achieves financial objectives established by the Company's management and approved by the Board for such calendar year. For calendar year 2004, the target financial objectives shall be those previously established and approved by the Board, which in the case of Executive is the achievement of consolidated EBITDA-I of $140,696,000. For calendar years 2005 and following, the target financial objectives shall be established by the Company's management and approved by the Board for the applicable calendar year in a like manner such that Executive shall have the opportunity to realize a performance based bonus consistent with prior practice. Approval of the applicable financial objectives by the Board shall occur (i) on or before March 31 of the calendar year provided that the Company's management has furnished the Board with the proposed annual budget by December 31 of such prior calendar year or (ii) if the Company's management has not furnished the Board with the proposed annual budget by December 31, as soon as reasonably practicable after the Company's management has furnished the Board with the proposed annual budget. Subject to the provisions of this Section 3(a), Executive shall be provided the opportunity to earn up to an additional 50% of Executive's annual Base Salary then in effect in performance-based bonus compensation if the Company achieves 90% of the targeted financial objectives for the applicable calendar year. Subject to the immediately following sentence, performance-based bonuses that are earned with respect to any calendar year will be payable no later than the end of the first calendar quarter of the following calendar year. If Executive resigns before the last day of a calendar year (other than for a Material Breach (as hereinafter defined)) or is discharged by the Company for Cause (as hereinafter defined) before the last day of such calendar year, Executive will not be entitled to receive a performance-based bonus pursuant to Section 3(a) for such calendar year. If Executive's employment terminates prior to the last day of a calendar year for any other reason, Executive shall be entitled to receive a performance pro rata part of the performance-based bonusbonus for such calendar year pursuant to Section 3(a). Such pro rata part shall equal the total performance-based bonus that would have been payable had Executive remained employed for all of such calendar year multiplied by a fraction, based on meeting revenue the numerator of which is the number of days elapsing in such calendar year through the date Executive's employment terminates and cash flow objectivesthe denominator of which is 365. The Executive shall be granted options ("Performance Options") Notwithstanding anything herein to purchase an aggregate of 220,000 shares of Common Stockthe contrary, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price Company does not achieve 90% of the fair market value of targeted financial objectives approved by the date of the grant, and shall be exercisable Board for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a two-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior any calendar year, starting with the fiscal year ended September 30, 2008. In the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall will only be entitled to register receive a performance-based bonus pursuant to this Section 3 for such calendar year if the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth Board, in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersand absolute discretion, directors, auditors and counsel in all matters necessary or advisable elects to file and cause pay such a bonus to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial two-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in placeExecutive.

Performance Based Bonus. As additional compensationExecutive shall be eligible for performance-based bonuses awarded on an annual calendar year basis provided the Company achieves financial objectives established by the Company's management and approved by the Board for such calendar year. For calendar year 2004, the target financial objectives shall be those previously established and approved by the Board, which in the case of Executive is the achievement of consolidated EBITDA-I of $140,696,000. For calendar years 2005 and following, the target financial objectives shall be established by the Company's management and approved by the Board for the applicable calendar year in a like manner such that Executive shall have the opportunity to realize a performance based bonus consistent with prior practice. Approval of the applicable financial objectives by the Board shall occur (i) on or before March 31 of the calendar year provided that the Company's management has furnished the Board with the proposed annual budget by December 31 of such prior calendar year or (ii) if the Company's management has not furnished the Board with the proposed annual budget by December 31, as soon as reasonably practicable after the Company's management has furnished the Board with the proposed annual budget. Subject to the provisions of this Section 3(a), Executive shall be provided the opportunity to earn at least an additional 60% of Executive's annual Base Salary then in effect in performance-based bonus compensation if the Company achieves 90% of the targeted financial objectives for the applicable calendar year. Performance-based bonuses that are earned with respect to any calendar year will be payable no later than the end of the first calendar quarter of the following such calendar year; provided, however, that (i) if Executive resigns before the last day of a calendar year (other than for a Material Breach (as hereinafter defined)) or is discharged by the Company for Cause (as hereinafter defined) before the last day of such calendar year, Executive will not be entitled to receive a performance-based bonus pursuant to this Section 3(a) for such calendar year and (ii) if Executive's employment terminates prior to the last day of a calendar year for any other reason, Executive shall be entitled to receive a performance pro rata part of the performance-based bonusbonus for such calendar year pursuant to this Section 3(a). Such pro rata part shall equal the total performance-based bonus that would have been payable had Executive remained employed for all of such calendar year multiplied by a fraction, based on meeting revenue the numerator of which is the number of days elapsing in such calendar year through the date Executive's employment terminates and cash flow objectivesthe denominator of which is 365. The Executive shall be granted options ("Performance Options") Notwithstanding anything herein to purchase an aggregate of 220,000 shares of Common Stockthe contrary, subject to anti-dilution provisions relating to adjustments in the event that the Company, among other things, declares stock dividends, effects forward or reverse stock splits, at an exercise price Company does not achieve 90% of the fair market value of targeted financial objectives approved by the date of the grant, and shall be exercisable Board for a period of four (4) years from the date of vesting unless sooner terminated, as described herein. The date of grant shall be the Effective Date of this Agreement. Up to one-half of these shares will be eligible for vesting on a quarterly basis and the rest annually, with the total grant allocated over a two-year period, starting with the quarter ended December 31, 2007. Vesting of the quarterly portion is subject to achievement of increased revenues over the prior quarter as well as positive and increased net cash flow per share (defined as cash provided by operating activities per the Company’s statement of cash flow, measured before changes in working capital components and not including investing or financing activities) for that quarter. Vesting of the annual portion is subject to meeting the above cash flow requirements on a year-over-year basis, plus a revenue growth rate of at least 30% for the fiscal year over the prior any calendar year, starting with the fiscal year ended September 30, 2008. In the event of quarter to quarter decreases in revenues and or cash flow, the Performance Options shall not vest for that quarter but the unvested quarterly Performance Options shall be added to the available Performance Options for the year, vested subject to achievement of the applicable annual goal. In the event this Agreement is not renewed or the Executive is terminated other than for Cause, the Executive shall will only be entitled to register receive a performance-based bonus pursuant to this Section 3 for such calendar year if the stock underlying the vested portion of the Performance Options provided hereunder on the terms and conditions set forth Board, in a registration rights agreement to be mutually agreed upon by and between Executive and the Company. The Company shall file such Registration Statement as promptly as practicable and at its sole expense. The Company will use its reasonable best efforts through its officersand absolute discretion, directors, auditors and counsel in all matters necessary or advisable elects to file and cause pay such a bonus to become effective such Registration Statement as promptly as practicable. Company and Executive agree that this bonus program will continue after the initial two-year period, through the end of the Term, with the specific bonus parameters to be negotiated in good faith between the parties at least ninety (90) days before the expiration of the program then in placeExecutive.