“Each of the KEIP Participants play a crucial role in the management of the company, and more specifically in connection with maximizing value through the Debtors’ ongoing sale process….The KEIP has been tailored to incentivize the KEIP Participants to maximize value for the benefit of all stakeholders through the pendency of these chapter 11 cases. In particular, the KEIP provides a bonus payment upon achieving either (a) the sale milestones under the DIP Facility or (b) an optimal sale price in connection with the sale of substantially all of the Debtors’ assets. As set forth below, each KEIP Participant will be entitled to the greater of either: (a) 100% of the target bonus payment if the sale milestone metric is met, or (b) 90 to 110% of the target bonus payment depending on the ultimate sale price. In the case of the sale price metric, the KEIP will be earned upon obtaining a purchase price of up to $180 million, $205 million, or $220 million, in each case net of any cash required to fund priority and administrative expense claims, in an amount to be mutually agreed upon prior to closing between the Debtors and the DIP Lenders. The General Counsel and Vice President of Human Resources’ target bonus is based on 100% of his base salary, and The Vice President — Accounting’s target bonus is based on 75% of his base salary, in each case prorated for six months (i.e. the DIP maturity and targeted length of these chapter 11 cases).”
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