Second Retention Payment

Second Retention Payment. Shall mean, with respect to each Participant, other than a Level 1 Employee, 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 Second Retention Multiplier (the "Second Retention Multiplier") opposite the applicable Level in Exhibit B hereto plus (ii) the Participant's target annual bonus, if... any, multiplied by a fraction, the numerator of which is the Second 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 Second 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 Second Retention Payment becomes payable. View More