5. Payments and Timing:
Vroom pays Awards annually based upon the applicable Target Incentive percentage of each Participants Earned Salary (base wages earned and paid during the Performance Period) after the conclusion of the Performance Period. Awards will be paid in cash, no later than March 15 following the end of the Performance Period. To be eligible for an Award, Participants must be actively employed as of the date of payment. Termination for any reason, voluntary or involuntary, or due to death or disability, prior to the actual payment date will cause the Participant to be ineligible to receive an Award.
If Vroom undergoes a Change of Control, as defined in the 2014 Equity Incentive Plan, this plan will either be adopted by the new parent or paid on a pro rata basis through the date of the Change of Control (based on performance prior to the Change in Control). For clarification, Participants must still be actively employed as of the date of payment to receive an Award.
6. Pro-Rated Awards:
If a Participant is hired during the Performance Period (Jan 1 to Dec 31), the following rules apply:
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If the start date is between January 1 and August 31 (inclusive) of the Performance Period, a Participant is eligible to receive an Award, prorated based on the actual start date.
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If the start date is between September 1 and October 31 of the Performance Period, a Participant is eligible for a prorated Award, but is not eligible to receive more than 100% of their Target Incentive.
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If the start date is on or after November 1 of the Performance Period, a Participant is not eligible to receive an Award for the Performance Period.
7. MidYear Bonus Target Changes:
Participants who are transferred or promoted during the Performance Period to a position with a different Target Incentive and/or annual base salary will have his or her Award prorated for the number of days active in each respective position, such that bonuses are based on earned salaries, not end-of-year annualized salaries.
Certain leaves of absence shall reduce an employees Earned Salary and consequently such employees Eligible Bonus. An employees Earned Salary will be reduced pro-rata for any paid time spent on leave during the bonus period with the exception of any portion of the leave covered by PTO (i.e., Sick or Vacation time). An employees Earned Salary does not include his/her parental leave, short-term disability and long-term disability and other leave.
Other bonuses and awards are also not considered part of earned salary for purposes of calculating bonus targets. Examples of excluded payments are sign-on bonuses, PaceSetter awards, retention bonuses, referral bonuses, relocation payments, separation payments, option or stock-related earnings, and any other non- recurring additional pay. This may not be an exhaustive list of all excluded payment types.
The Plan shall be administered by the Compensation Committee of the Companys Board of Directors (the Committee). Subject to the provisions of the Plan and applicable law, the Committee shall have the power, without limitation, to: (a) determine the terms and conditions of any Award; (b) determine whether, to what extent, and under what circumstances Awards may be forfeited or suspended; (c) interpret, administer,