Common use of Bonus Equity Clause in Contracts

Bonus Equity. (a) At the Closing, Bridgeline shall deliver to the transfer agent instructions to issue a stock certificate representing Two Hundred Thousand (200,000) shares of Bridgeline Common Stock (the “Additional Bridgeline Stock”) to the Escrow Agent (the “Additional Bridgeline Stock Certificate”). (b) The Additional Bridgeline Stock Certificate shall be released to the Shareholder by the Escrow Agent if the Net Revenue generated by the Seller Business in any fiscal year (expiring on September 30th of each calendar year) (the “Annual Net Revenue”) on or before the expiration of fiscal year 2015 equals or exceeds $7,000,000 (the “Annual Net Revenue Target”). (c) In the event that Shareholder fails to meet or exceed the Annual Net Revenue Target during each fiscal year on or before the expiration of fiscal year 2015, then the Additional Bridgeline Stock represented by the Additional Bridgeline Stock Certificate remaining with the Escrow Agent at the end of fiscal year 2015 shall be forfeited by Shareholder and returned to Bridgeline. Such forfeiture shall be evidenced by a stock power in the form attached as Exhibit 1.6(c). (d) Within one hundred twenty (120) calendar days after the end of each fiscal year (expiring on September 30th of each calendar year), Bridgeline shall prepare a calculation of Annual Net Revenue for such fiscal year. Promptly following Bridgeline’s determination of such Annual Net Revenue for such fiscal year, Bridgeline shall deliver the calculation to Shareholder (the “Annual Net Revenue Notice”). (e) The Shareholder shall have twenty (20) days from the date of receipt of an Annual Net Revenue Notice to either (i) accept the calculations made in the Annual Net Revenue Notice or (ii) give notice to Bridgeline in writing that Shareholder intends to dispute the calculations included in the Annual Net Revenue Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis for such dispute. Any such dispute by Shareholder must be reasonable and made in good faith. (i) If Shareholder notifies Bridgeline that it intends to dispute the calculations included in the Annual Net Revenue Notice in accordance with Section 1.6(e) above, then Bridgeline and Shareholder shall negotiate in good faith to resolve the dispute. If Bridgeline and Shareholder are unable to reach a resolution within twenty (20) business days after receipt by Bridgeline of Shareholder’s written notice of dispute, then Bridgeline and Shareholder shall submit the matter to the Independent Accounting Firm, which shall, within thirty (30) calendar days after such submission, determine the calculation of Annual Net Revenue, and whether the Bridgeline Stock Certificate should be delivered to Shareholder. The determination of the calculation of the Annual Net Revenue and whether the Bridgeline Stock Certificate should be delivered to Shareholder by the Independent Accounting Firm shall be final, non-appealable and binding on the parties. (ii) In the event that the Independent Accounting Firm determines that the Annual Net Revenue Target has not been achieved, then Shareholder shall pay all costs and expenses charged by the Independent Accounting Firm. In the event that the Independent Accounting Firm determines that the Annual Net Revenue Target has been achieved, then Bridgeline shall instruct the Escrow Agent to deliver the Additional Bridgeline Stock Certificate to the Shareholder and Bridgeline shall pay all costs and expenses charged by the Independent Accounting Firm.

Bonus Equity. (ai) At During the ClosingTerm, Bridgeline the Employee shall deliver also be entitled to an annual bonus in the gross amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000), less applicable taxes and customary withholdings, in respect of any year commencing with 2024 through the Initial Expiration Date (“Guaranteed Bonus”). Payment of the Guaranteed Bonus shall be made to the transfer agent instructions to issue a stock certificate representing Two Hundred Thousand Employee in accordance with Company policy, but in no event later than ninety (200,00090) shares of Bridgeline Common Stock (the “Additional Bridgeline Stock”) to the Escrow Agent (the “Additional Bridgeline Stock Certificate”). (b) The Additional Bridgeline Stock Certificate shall be released to the Shareholder by the Escrow Agent if the Net Revenue generated by the Seller Business in any fiscal year (expiring on September 30th of each calendar year) (the “Annual Net Revenue”) on or before the expiration of fiscal year 2015 equals or exceeds $7,000,000 (the “Annual Net Revenue Target”). (c) In the event that Shareholder fails to meet or exceed the Annual Net Revenue Target during each fiscal year on or before the expiration of fiscal year 2015, then the Additional Bridgeline Stock represented by the Additional Bridgeline Stock Certificate remaining with the Escrow Agent at days following the end of the fiscal year 2015 in respect of which it is payable (each such payment date, a “Bonus Payment Date”). It is understood and agreed that the Employee shall be forfeited eligible for such a Guaranteed Bonus only if the Employee has been continuously employed by Shareholder and returned to Bridgeline. Such forfeiture shall be evidenced by a stock power in the form attached as Exhibit 1.6(c). (d) Within one hundred twenty (120) calendar days after Company from the Amendment Effective Date through end of each fiscal year (expiring on September 30th of each calendar year), Bridgeline shall prepare a calculation of Annual Net Revenue for such fiscal year. Promptly following Bridgeline’s determination of such Annual Net Revenue for such the applicable fiscal year, Bridgeline shall deliver the calculation to Shareholder (the “Annual Net Revenue Notice”). (e) The Shareholder shall have twenty (20) days from the date of receipt of an Annual Net Revenue Notice to either (i) accept the calculations made in the Annual Net Revenue Notice or (ii) give notice to Bridgeline in writing that Shareholder intends to dispute the calculations included in the Annual Net Revenue Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such dispute. Any such dispute by Shareholder must be reasonable and made in good faith. (i) If Shareholder notifies Bridgeline that it intends to dispute the calculations included in the Annual Net Revenue Notice in accordance with Section 1.6(e) aboveresignation, then Bridgeline and Shareholder shall negotiate in good faith to resolve the dispute. If Bridgeline and Shareholder are unable to reach a resolution within twenty (20) business days after receipt by Bridgeline of Shareholder’s written notice of dispute, then Bridgeline and Shareholder shall submit the matter to the Independent Accounting Firm, which shall, within thirty (30) calendar days after such submission, determine the calculation of Annual Net Revenue, and whether the Bridgeline Stock Certificate should be delivered to Shareholder. The determination of the calculation of the Annual Net Revenue and whether the Bridgeline Stock Certificate should be delivered to Shareholder or been terminated by the Independent Accounting Firm shall be final, non-appealable and binding on the partiesCompany for Cause (as defined below). (ii) In Additionally, the event Employee shall be eligible to participate in any bonus pool established for, or broad-based equity grant made to, employees or management of the Company, in each case at levels set in the sole discretion of the Company and upon the approval of the Compensation Committee of the Company’s Board of Directors. The Employee shall have a target bonus of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000). Any bonus that is awarded under this provision (a “Discretionary Bonus”) shall be paid to the Employee on the Bonus Payment Date following the end of the relevant fiscal year. It is understood and agreed that the Independent Accounting Firm determines that Employee shall be eligible for a Discretionary Bonus only if the Annual Net Revenue Target Employee has not been achieved, then Shareholder shall pay all costs and expenses charged continuously employed by the Independent Accounting Firm. In Company from the event that Amendment Effective Date through end of the Independent Accounting Firm determines that applicable fiscal year, and the Annual Net Revenue Target Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such resignation or been achieved, then Bridgeline shall instruct the Escrow Agent to deliver the Additional Bridgeline Stock Certificate to the Shareholder and Bridgeline shall pay all costs and expenses charged terminated by the Independent Accounting FirmCompany for Cause.

Bonus Equity. (ai) At During the ClosingTerm, Bridgeline the Employee shall deliver also be entitled to an annual bonus in the gross amount of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500), less applicable taxes and customary withholdings, in respect of any year commencing with 2018 through the Initial Expiration Date (“Guaranteed Bonus”). Payment of the Guaranteed Bonus shall be made to the transfer agent instructions to issue a stock certificate representing Two Hundred Thousand Employee in accordance with Company policy, but in no event later than ninety (200,00090) shares of Bridgeline Common Stock (the “Additional Bridgeline Stock”) to the Escrow Agent (the “Additional Bridgeline Stock Certificate”). (b) The Additional Bridgeline Stock Certificate shall be released to the Shareholder by the Escrow Agent if the Net Revenue generated by the Seller Business in any fiscal year (expiring on September 30th of each calendar year) (the “Annual Net Revenue”) on or before the expiration of fiscal year 2015 equals or exceeds $7,000,000 (the “Annual Net Revenue Target”). (c) In the event that Shareholder fails to meet or exceed the Annual Net Revenue Target during each fiscal year on or before the expiration of fiscal year 2015, then the Additional Bridgeline Stock represented by the Additional Bridgeline Stock Certificate remaining with the Escrow Agent at days following the end of the fiscal year 2015 in respect of which it is payable (each such payment date, a “Bonus Payment Date”). It is understood and agreed that the Employee shall be forfeited eligible for such a Guaranteed Bonus only if the Employee has been continuously employed by Shareholder and returned to Bridgeline. Such forfeiture shall be evidenced by a stock power in the form attached as Exhibit 1.6(c). (d) Within one hundred twenty (120) calendar days after Company from the Amendment Effective Date through end of each fiscal year (expiring on September 30th of each calendar year), Bridgeline shall prepare a calculation of Annual Net Revenue for such fiscal year. Promptly following Bridgeline’s determination of such Annual Net Revenue for such the applicable fiscal year, Bridgeline shall deliver the calculation to Shareholder (the “Annual Net Revenue Notice”). (e) The Shareholder shall have twenty (20) days from the date of receipt of an Annual Net Revenue Notice to either (i) accept the calculations made in the Annual Net Revenue Notice or (ii) give notice to Bridgeline in writing that Shareholder intends to dispute the calculations included in the Annual Net Revenue Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such dispute. Any such dispute by Shareholder must be reasonable and made in good faith. (i) If Shareholder notifies Bridgeline that it intends to dispute the calculations included in the Annual Net Revenue Notice in accordance with Section 1.6(e) above, then Bridgeline and Shareholder shall negotiate in good faith to resolve the dispute. If Bridgeline and Shareholder are unable to reach a resolution within twenty (20) business days after receipt by Bridgeline of Shareholder’s written notice of dispute, then Bridgeline and Shareholder shall submit the matter to the Independent Accounting Firm, which shall, within thirty (30) calendar days after such submission, determine the calculation of Annual Net Revenue, and whether the Bridgeline Stock Certificate should be delivered to Shareholder. The determination of the calculation of the Annual Net Revenue and whether the Bridgeline Stock Certificate should be delivered to Shareholder resignation or been terminated by the Independent Accounting Firm shall be final, non-appealable and binding on the partiesCompany for Cause (as defined below). (ii) In Additionally, the event Employee shall be eligible to participate in any bonus pool established for, or broad-based equity grant made to, employees or management of the Company, in each case at levels set in the sole discretion of the Company and upon the approval of the Compensation Committee of the Company’s Board of Directors. The Employee shall have a target bonus of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500). Any bonus that is awarded under this provision (a “Discretionary Bonus”) shall be paid to the Employee on the Bonus Payment Date following the end of the relevant fiscal year. It is understood and agreed that the Independent Accounting Firm determines that Employee shall be eligible for a Discretionary Bonus only if the Annual Net Revenue Target Employee has not been achieved, then Shareholder shall pay all costs and expenses charged continuously employed by the Independent Accounting Firm. In Company from the event that Amendment Effective Date through end of the Independent Accounting Firm determines that applicable fiscal year, and the Annual Net Revenue Target Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such resignation or been achieved, then Bridgeline shall instruct the Escrow Agent to deliver the Additional Bridgeline Stock Certificate to the Shareholder and Bridgeline shall pay all costs and expenses charged terminated by the Independent Accounting FirmCompany for Cause.

Bonus Equity. (ai) At During the ClosingTerm, Bridgeline the Employee shall deliver also be entitled to an annual bonus in the gross amount of ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000), less applicable taxes and customary withholdings, in respect of any year commencing with 2021 through the Initial Expiration Date (“Guaranteed Bonus”). Payment of the Guaranteed Bonus shall be made to the transfer agent instructions to issue a stock certificate representing Two Hundred Thousand Employee in accordance with Company policy, but in no event later than ninety (200,00090) shares of Bridgeline Common Stock (the “Additional Bridgeline Stock”) to the Escrow Agent (the “Additional Bridgeline Stock Certificate”). (b) The Additional Bridgeline Stock Certificate shall be released to the Shareholder by the Escrow Agent if the Net Revenue generated by the Seller Business in any fiscal year (expiring on September 30th of each calendar year) (the “Annual Net Revenue”) on or before the expiration of fiscal year 2015 equals or exceeds $7,000,000 (the “Annual Net Revenue Target”). (c) In the event that Shareholder fails to meet or exceed the Annual Net Revenue Target during each fiscal year on or before the expiration of fiscal year 2015, then the Additional Bridgeline Stock represented by the Additional Bridgeline Stock Certificate remaining with the Escrow Agent at days following the end of the fiscal year 2015 in respect of which it is payable (each such payment date, a “Bonus Payment Date”). It is understood and agreed that the Employee shall be forfeited eligible for such a Guaranteed Bonus only if the Employee has been continuously employed by Shareholder and returned to Bridgeline. Such forfeiture shall be evidenced by a stock power in the form attached as Exhibit 1.6(c). (d) Within one hundred twenty (120) calendar days after Company from the Amendment Effective Date through end of each fiscal year (expiring on September 30th of each calendar year), Bridgeline shall prepare a calculation of Annual Net Revenue for such fiscal year. Promptly following Bridgeline’s determination of such Annual Net Revenue for such the applicable fiscal year, Bridgeline shall deliver the calculation to Shareholder (the “Annual Net Revenue Notice”). (e) The Shareholder shall have twenty (20) days from the date of receipt of an Annual Net Revenue Notice to either (i) accept the calculations made in the Annual Net Revenue Notice or (ii) give notice to Bridgeline in writing that Shareholder intends to dispute the calculations included in the Annual Net Revenue Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such dispute. Any such dispute by Shareholder must be reasonable and made in good faith. (i) If Shareholder notifies Bridgeline that it intends to dispute the calculations included in the Annual Net Revenue Notice in accordance with Section 1.6(e) above, then Bridgeline and Shareholder shall negotiate in good faith to resolve the dispute. If Bridgeline and Shareholder are unable to reach a resolution within twenty (20) business days after receipt by Bridgeline of Shareholder’s written notice of dispute, then Bridgeline and Shareholder shall submit the matter to the Independent Accounting Firm, which shall, within thirty (30) calendar days after such submission, determine the calculation of Annual Net Revenue, and whether the Bridgeline Stock Certificate should be delivered to Shareholder. The determination of the calculation of the Annual Net Revenue and whether the Bridgeline Stock Certificate should be delivered to Shareholder resignation or been terminated by the Independent Accounting Firm shall be final, non-appealable and binding on the partiesCompany for Cause (as defined below). (ii) In Additionally, the event Employee shall be eligible to participate in any bonus pool established for, or broad-based equity grant made to, employees or management of the Company, in each case at levels set in the sole discretion of the Company and upon the approval of the Compensation Committee of the Company’s Board of Directors. The Employee shall have a target bonus of ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000). Any bonus that is awarded under this provision (a “Discretionary Bonus”) shall be paid to the Employee on the Bonus Payment Date following the end of the relevant fiscal year. It is understood and agreed that the Independent Accounting Firm determines that Employee shall be eligible for a Discretionary Bonus only if the Annual Net Revenue Target Employee has not been achieved, then Shareholder shall pay all costs and expenses charged continuously employed by the Independent Accounting Firm. In Company from the event that Amendment Effective Date through end of the Independent Accounting Firm determines that applicable fiscal year, and the Annual Net Revenue Target Employee has not, as of such Bonus Payment Date, issued notice of his resignation, regardless of the reason for such resignation or been achieved, then Bridgeline shall instruct the Escrow Agent to deliver the Additional Bridgeline Stock Certificate to the Shareholder and Bridgeline shall pay all costs and expenses charged terminated by the Independent Accounting FirmCompany for Cause.