Bonus Adjustment Sample Clauses

Bonus Adjustment. The paragraph entitled “Bonus” in the Offer Letter is amended and restated in its entirety as of the Effective Date to read as follows: “You will be eligible to receive an annual cash bonus at the discretion of the Company and the Compensation Committee of the Board of Directors of the Company (the “Bonus”). Your target Bonus for each year will equal 40% of your annual base salary for such year. The Bonus will be determined in the sole discretion of the Compensation Committee of the Board of Directors of the Company or of the Company’s parent, and will be based on such criteria as are approved in advance by such committee in its sole discretion.”

Bonus Adjustment. The COC Bonus will be adjusted up or down based on the percentage difference between the Value of the Company (as defined below) and $1,500,000,000 (the “Current Value”). The Additional COC Bonus will be adjusted up or down based on the percentage difference between the Value of the Company and 14x TTM EBITDA for the period immediately preceding Employees vesting of the portion of the Additional COC Bonus. By way of example, if the Value of the Company increases by 10% from the Current Value, then the COC Bonus will increase by 10%. If the Value of the Company decreases from the Current Value by 10%, then the COC Bonus will decrease by 10%. The “Value of the Company” shall be the value of the Company at the time of the COC Transaction or an IPO, as the case may be.

Bonus Adjustment. 4.1 In addition to the remuneration provided for in clauses 2.3, 2.4 and 3 hereof, Dr.

Bonus Adjustment. Notwithstanding the foregoing, in the event that it is finally determined by appropriate authorities at any time during the Employee's employment with the Company (or, in the case of any terminated Employee, before 30 days after the employee's termination of service with the Company) that the fair market value of the Company's common stock distributed to Management Investors pursuant to the Securities Holders Agreement in 2003 was greater than $0.10 per share, the Employee agrees to repay to the Company an amount equal to 27.34% of the difference between $0.10 per share of the Restricted Stock and the fair market value of such Restricted Stock in 2003 as so redetermined. Employee also agrees that in the event Employee does not promptly repay any amount due pursuant to this Section 3, the Company may effect the repayment by withholding all such amounts from any compensation or other payments that the Company may otherwise be obligated to pay to the Employee after the date such repayment becomes due including amounts owed upon the purchase by the Company from the Employee of any Company stock. It is futher agreed that in the event of any Bonus repayment, the Company is entitled to apply for, and retain, a refund of all FICA taxes, both employer and employee, paid by the Company with respect to the repaid portion of the original Bonus, without the necessity of any consent from the Employee.

Bonus Adjustment. Within five Business Days of the payment of bonuses for the calendar year 2011 to the Bonus Recipients the Buyer shall notify the Seller in writing of the amount paid in cash to the Bonus Recipients and a payment shall be made as follows (“Bonus Adjustment”): 4.6.1 if the Actual Pro-rata Bonus is greater than the Bonus Estimate then the Seller shall pay the amount of the excess to the Buyer; 4.6.2 if the Actual Pro-rata Bonus is less than the Bonus Estimate then the Buyer shall pay the amount of the shortfall to the Seller, save that if the Actual Pro-rata Bonus is the same as the Bonus Estimate then no payment shall be made.

Bonus Adjustment. The Base Merger Consideration shall be decreased by the amount, if any, equal to the product of (i) 63% of the gross amount of the payment made by Sub pursuant to Section 8.5(b) multiplied by (ii) two (the "Bonus Adjustment").

Bonus Adjustment. The difference between (a) the amount of the European cash stay bonuses plus all related social insurance costs (imposed on the employer) (i) if the Closing is held on April 15, 2003, reflected in Section (c) of Exhibit M to the Agreement, or (ii) if the Closing Date is not April 15, 2003, calculated in accordance with Section 1.02(c) of the Agreement, and (b) the amount of the European cash stay bonuses plus all related social insurance costs (imposed on the employer) actually paid after the Closing Date will be included in the calculation of Working Capital.

Bonus Adjustment. It is expected that the Company and its Subsidiaries will pay 2003 bonuses for employees sometime after the Closing. If the aggregate amount of such bonuses is greater than the Estimated 2003 Bonus Amount, then the Stockholders' Representative shall promptly pay to Parent (which amount may be paid pursuant to Section 4.8) in cash without interest the amount of such difference by wire transfer of immediately available funds to an account indicated by Parent. If the aggregate amount of such bonuses is less than the Estimated 2003 Bonus Amount, Parent shall promptly pay to the Stockholders' Representative in cash without interest the amount of such difference by wire transfer of immediately available funds to an account indicated by the Stockholders' Representative. Any such payment pursuant to this Section 4.9 shall be treated for all Tax purposes as an adjustment to the aggregate Merger Consideration.