Common use of Amount of Transaction Success Fee Clause in Contracts

Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005 as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 per share, the amount of the Transaction Success Fee shall be equal to $162,500.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 or more, but equal to or less than $11.00, the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $325,000.00 For example, if the Per Share Price is $9.00, the Increase Dollar Amount will equal $2.00, the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $325,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 or greater, the amount of the Transaction Success Fee shall be equal to $487,500.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 amount in Section 2(a) of such agreement, then the $7.00 in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 to $11.00 that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 and $4.00 set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005 as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 per share, the amount of the Transaction Success Fee shall be equal to $162,500.00187,500.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 or more, but equal to or less than $11.00, the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $325,000.00 375,000.00 For example, if the Per Share Price is $9.00, the Increase Dollar Amount will equal $2.00, the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $325,000.00375,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 or greater, the amount of the Transaction Success Fee shall be equal to $487,500.00562,500.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 amount in Section 2(a) of such agreement, then the $7.00 in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 to $11.00 that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 and $4.00 set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005 as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 per share, the amount of the Transaction Success Fee shall be equal to $162,500.00150,000.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 or more, but equal to or less than $11.00, the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $325,000.00 300,000.00 For example, if the Per Share Price is $9.00, the Increase Dollar Amount will equal $2.00, the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $325,000.00300,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 or greater, the amount of the Transaction Success Fee shall be equal to $487,500.00450,000.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 7 amount in Section 2(a) of such agreement, then the $7.00 7 in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 to $11.00 that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 and $4.00 set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005 [***] as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 [***] per share, the amount of the Transaction Success Fee shall be equal to $162,500.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 [***] or more, but equal to or less than $11.00[***], the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 [***] = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 [***] = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $325,000.00 For example, if the Per Share Price is $9.00[***], the Increase Dollar Amount will equal $2.00[***], the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $325,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 [***] or greater, the amount of the Transaction Success Fee shall be equal to $487,500.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 [***] amount in Section 2(a) of such agreement, then the $7.00 [***] in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 [***] to $11.00 [***] that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 [***] and $4.00 [***] set forth in (ii)(1)-(2) above shall also be equitably adjusted.

Amount of Transaction Success Fee. Subject to the conditions set forth in Section 2(b) below, USA shall pay to Executive an amount (the "Transaction Success Fee") in the event a Change of Control occurs on or before December 31, 2005 [***] as follows: (i) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is equal to or less than $7.00 [***] per share, the amount of the Transaction Success Fee shall be equal to $162,500.00150,000.00. (ii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $7.01 [***] or more, but equal to or less than $11.00[***], the amount of the Transaction Success Fee shall be calculated in accordance with the following formula: (1) Per Share Price minus $7.00 [***] = Increase Dollar Amount; (2) Increase Dollar Amount divided by $4.00 [***] = Increase Percentage Amount; (3) Increase Percentage Amount plus 50% = Aggregate Increase Percentage; (4) Multiply Aggregate Increase Percentage by $325,000.00 300,000.00 For example, if the Per Share Price is $9.00[***], the Increase Dollar Amount will equal $2.00[***], the Increase Percentage Amount will equal 50% (or .50) and the Aggregate Increase Percentage will equal 100% (or 1). Accordingly, in such case, the Transaction Success Fee would be $325,000.00300,000.00. (iii) If the Per Share Price received by the PRGS shareholders in connection with the Change of Control is $11.01 [***] or greater, the amount of the Transaction Success Fee shall be equal to $487,500.00450,000.00. If any written agreement with any "other executive" as defined in the Good Reason definition in Section 1 hereof, similar to this Agreement, is amended to reduce to a lower number the $7.00 [***] amount in Section 2(a) of such agreement, then the $7.00 [***] in this Section 2(a) shall be automatically reduced to such lower dollar amount. In the event of any stock split, stock dividend, or similar adjustment in the number of outstanding shares of Common Stock of PRGS, then the base prices of $7.00 [***] to $11.00 [***] that are set forth above and that are used to determine the amount of the Transaction Success Fee shall be equitably adjusted to reflect such split, dividend, or similar adjustment and the base numbers of $7.00 [***] and $4.00 [***] set forth in (ii)(1)-(2) above shall also be equitably adjusted.