Change in Control Bonus. “Change in Control Bonus” has the meaning set forth in Section 5a(iii)(1).
Change in Control Bonus. (a) If there is a Change in Control of Employer during the Employment Period, Employer will pay Employee a bonus of $75,000 following the consummation thereof.
(b) As used herein, a “Change in Control” means the occurrence of any of the following events: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Employer, any trustee or other fiduciary holding securities under an employee benefit plan of Employer, or any corporation owned directly or indirectly by the stockholders of Employer in substantially the same proportion as their ownership of stock in Employer) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Employer representing 50% or more of the combined voting power of Employer’s then outstanding securities (other than as a result of acquisitions of such securities from Employer); or (ii) the consummation of (A) a merger, share exchange or consolidation of Employer with any other entity or (B) the sale or disposition by Employer of all or substantially all of Employer’s assets but excluding a sale or spin-off of a product line, business unit or line of business of Employer if the remaining business is significant as determined by the Board in its sole discretion (each a “Business Combination”), other than (1) a Business Combination that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of Employer or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of Employer’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (2) a merger, share exchange or consolidation effected to implement a recapitalization of Employer (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of 50% or more of the combined voting power of Employer’s then outstanding securities.
Change in Control Bonus. The Company (or any successor entity) shall pay to the Executive a lump sum bonus amount equal to two (2) times Executive’s Base Salary. Such bonus shall be paid to Executive in full simultaneously upon the close of the transaction that has created the Change of Control.
Change in Control Bonus. Upon consummation of a "Sale of the Company," if the Employee is employed by the Company immediately prior thereto, he will be entitled to receive a payment from the Company in the amount of 250% of his (i) then current base salary plus (ii) target annual bonus, reduced by his "Option Gain" and subject to any applicable withholding or employment taxes. Such amount (the "Change in Control Bonus") will be paid to the Employee in immediately available funds in a lump-sum at the time such Sale of the Company is consummated. The foregoing to the contrary notwithstanding, the Employee will only be entitled to receive the Change in Control Bonus if the Change in Control Bonus is previously approved by a vote of more than seventy-five percent (75%) of the voting power of the Company's outstanding stock immediately before any Sale of the Company. For purposes of this Agreement, the following terms have the meanings set forth below: "Sale of the Company" - a (i) a stock sale, merger, consolidation, combination, reorganization or other transaction resulting in less than fifty percent (50%) of the combined voting power of the surviving or resulting entity being owned by the shareholders of the Company immediately prior to such transaction or (ii) the sale or other disposition of all or substantially all of the assets or business of the Company (other than, in the case of either clause (i) or (ii) above, in connection with any employee benefit plan of the Company or an Affiliate); provided, however, that a public offering of the capital stock of the Company shall not be a "Sale of the Company."
Change in Control Bonus. (a) In the event the LTIP OP Units held by the Executive are redeemed or otherwise cashed-out in connection with the occurrence of a Change-in-Control, the Executive shall be entitled to receive from the Company a cash bonus determined as follow: A = (B minus C), multiplied by D, where: A equals the amount of the cash bonus to be paid to the Executive by the Company; B equals the per OPU consideration received by a holder of an OPU in connection with the Change-in-Control;
Change in Control Bonus. Subject to the provisions below, upon the occurrence of a Change In Control under this Agreement, the Company shall pay Executive in cash a bonus equal to 200% of Executive's annual compensation from the Company and any entity in which the Company directly or indirectly owns a majority of the voting interest for the calendar year immediately preceding the year in which the Change In Control occurs, as reflected on Executive's Form W-2 or 1099 for such period (excluding deductions for 401(k) and medical plan contributions) ("Base Amount"). Notwithstanding the foregoing, in no event may a bonus be paid hereunder unless in connection with a Change in Control, the price of the Company's Common Stock at the time of or in connection with the transaction giving rise to a Change in Control is equal to the lesser of (a) 15% above the closing bid price on Nasdaq (or other exchange as appropriate) of the Company's Common Stock on November 16, 1998 or (b) 15% above the "average market price" of the Company's Common Stock on the date of the approval by the Board of the Change in Control. For purposes hereof, the average market price shall mean the average of the closing bid prices of the Company's Common Stock on Nasdaq (or other exchange as appropriate) for the 30 trading days immediately prior to the date which is 60 days immediately prior to the date of approval by the Board of the Change in Control.
Change in Control Bonus. 4.4.1. In addition to the compensation described in the other paragraphs of this Section 4 and in Section 5, and the Company’s Change In Control Carve Out Plan (the “Carve Out Plan”) upon the first occurrence of a Change in Control, the Company shall pay to the Executive a cash lump sum payment (less applicable withholding tax) equal to forty percent (40%) of his then Base Salary (the “Change in Control Bonus”), provided the Executive remains continuously and actively employed with the Company through the date of such Change in Control. The Change in Control Bonus will be paid to the Executive as soon as administratively feasible following, but in no event later than sixty (60 days) following, the Change in Control.
4.4.2. For purposes of this Agreement, “Change of Control” with respect to the Company, shall have the meaning set forth in the Company’s Change In Control Carve-out Plan, dated July 18, 2014. Executive’s Initials & Date
Change in Control Bonus. In the event of a Change in Control, as defined below, the Company promptly shall pay to Employee a lump-sum amount equal to one-half of Employee's Salary at the time of the occurrence of such Change in Control. The Company hereby agrees to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. For purposes of this Agreement, a "Change in Control" shall have occurred if:
a. any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities;
b. during any period of not more than two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
c. the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transac...
Change in Control Bonus. If a Change in Control occurs, then the Company shall pay Executive a minimum of $300,000, in addition to any other amounts that the Compensation Committee may award in its sole and absolute discretion. “Change in Control” means the occurrence of any of the following events occurring after the Effective Date of this Agreement:
Change in Control Bonus. Subject to Executive’s continued employment with the Company through the occurrence of the first Change in Control that occurs no later than December 31, 2013, the Company shall pay Executive a lump sum cash payment of $ (the “Change in Control Bonus”) within five days following such Change in Control. The Change in Control Bonus shall be subject to all applicable tax and other legally-required withholdings.
