First Retention Payment

First Retention Payment. Shall mean, with respect to each Participant other than a Level 7 Employee or Level 8 Employee, a lump sum cash payment equal to (i) the number of months of the Participant's base salary or wages which is set forth as the First Retention Multiplier ("First Retention Multiplier") opposite the applicable Level in Exhibit B hereto plus (ii) the Participant's target annual bonus, if any, multiplied by a ... fraction (which may be higher than 1), the numerator of which is the First Retention Multiplier and the denominator of which is twelve (12). For purposes of this definition, "base salary or wages" shall be the Participant's base salary or wages (excluding overtime pay, bonuses, commissions, premium pay, shift differentials and similar compensation) immediately prior to the date upon which the First Retention Payment becomes payable (without regard to any reduction therein which constitutes Good Reason) and "target annual bonus" shall be the Participant's target bonus, if any, with respect to the year in which the First Retention Payment becomes payable. View More