Pro-rated Target Bonus

Pro-rated Target Bonus. Means with respect to a Participant, the portion of the Participant's target annual bonus under the Company's annual cash bonus plan or policy then in effect (and without giving effect to any reduction in target bonus that would give rise to the Participant's right to resign for Good Reason) pro-rated based on the number of days from the beginning of the calendar year through the date of the Participant's Non-CiC Termination.