Change of Control Bonus. In the event of a Change of Control, the Company shall, within thirty (30) days after occurrence of the Change of Control, pay Executive a lump sum amount equal to Executive’s then current annual Base Salary multiplied by two (2).
Change of Control Bonus. Upon the effectiveness of the Merger, under the Executive's existing Change of Control Bonus Agreement and in accordance with the terms thereof, the Executive shall receive a one-time Change of Control Bonus (as such term is defined therein) in the amount of $65,333, in addition to the Restricted Shares (as such term is defined in the Shareholders Agreement) to be issued to the Executive pursuant to the Shareholders Agreement, and, immediately thereafter, the Change of Control Bonus Agreement shall terminate and be of no further force and effect.
Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above. Officer Benefits · Health, dental, life, AD&D, and disability insurance to the extent provided to other officers of the Company · Three weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Officer – any time not taken does not accumulate nor is cash paid in lieu of time not utilized · The ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers of the Company Exhibit B Waivers The Company and Officer acknowledge and agree that the Officer’s services hereunder are being supplied by Environmental Energy Services, Inc. (“EESV”) pursuant to a Management Agreement between the Company and EESV, that the Management Agreement permits the payment by the Company to Officer of “supplemental incentive or bonus compensation,” and that the compensation and benefits to Officer herein are intended to qualify as supplemental incentive or bonus compensation under the Management Agreement. The Company and Officer further acknowledge and agree that the Officer shall remain employed as an officer of EESV, for which he will have comparable duties and for which he will receive compensation directly from EESV in addition to his compensation under this Agreement. In addition, the Company and Officer agree that Officer is further allowed to devote a limited amount of time to outside business interests. Accordingly, Company agrees that the above-described conduct by Officer will be permitted, and will not constitute a breach of this Agreement, notwithstanding anything in this Agreement to the contrary, including without limitation Sections 3, 5.6, 6.2 or 8 of the Agreement. .
Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.” Neither the Company or Holding or their stockholders are under any obligation, express or implied, by virtue of this Amendment or otherwise, to enter into any transaction at any time. Except as otherwise provided in this Amendment, the terms of the Agreement shall remain in full force and effect. Please indicate your agreement with the foregoing by signing both copies of this Amendment where indicated below and returning one fully executed copy to Xxxx Xxxxx, the Company’s General Counsel. This letter will then become an agreement between you and the Company. We want to thank you again for the outstanding contribution that you have made to the success of the Company, and we look forward to your valuable assistance in a successful Change of Control transaction. Sincerely yours, WORLDSPAN, L.P. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary WORLDSPAN TECHNOLOGIES INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Vice President, Associate General Counsel and Assistant Secretary Accepted and Agreed to: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Change of Control Bonus. Upon Execution of this Agreement, Executive will be eligible for the change of control bonus described in Appendix C to this Agreement (the “Change of Control Bonus”), subject to and in accordance with the terms and conditions set forth on Appendix C.
Change of Control Bonus. 1. For all purposes of this Agreement, a “Change in Control” is defined as the consummation of any of the following transactions: (i) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (ii) any sale of all or substantially all of the assets of the Company; or (iii) the complete liquidation of the Company.
Change of Control Bonus. Executive shall be entitled to be paid a one-time cash bonus of $500,000 in the event that (i) there is a Change of Control (as defined in the Option Agreement) and (ii) upon the DCP Investor (as defined in the Option Agreement) receiving Aggregate Net Proceeds (as defined in the Option Agreement) that is at least equal to the DCH Investment (as defined in the Option Agreement); it being understood that any such bonus shall be subject to Executive’s continued employment through the date of the Change in Control and shall be paid promptly (but in any event, within five business days) following the consummation of any such Change of Control.
Change of Control Bonus. In the event of a Change of Control of the Company during the term of the Agreement, or in the event a Change of Control is consummated with a Xxxxxx Party following the termination of the Agreement, then within 30-days of the consummation of such Change of Control, the Company shall pay Consultant a lump sum equal to five percent (5%) of the gross proceeds to the Company resulting from the Change of Control (the "Change of Control Bonus"). Upon Consultant's election and in its sole discretion, and in lieu of the Change of Control Bonus, the Company shall issue to Consultant that number of shares of the Company's Common Stock equal to two and a half percent (2.5%) of the Company's fully diluted capitalization as measured on the date of termination of the Agreement. For purposes of this provision, "Change of Control" shall mean (A) a merger or consolidation of the Company with or into another entity after which the stockholders of the Company own less than a majority of the outstanding equity of the surviving entity (other than a merger effected solely to change the Company's domicile), (B) the sale by stockholders to a third party in a single transaction or series of related transactions of more than a majority of the outstanding voting stock of the Company, or (C) the sale of all or substantially all of the assets of the Company. A "Xxxxxx Party" shall mean any person or entity contacted on behalf of the Company by Xxxxxx X. Xxxxxx during the term of the Agreement, as evidenced by reciprocal written correspondence or email records. During the term of this Agreement, Xxxxxx X. Xxxxxx shall perform the Services and assume the title of Executive Chairman of the Board of Directors and Chief Executive Officer of the Company.
Change of Control Bonus. Upon a Change of Control, the Company shall pay, or shall cause to be paid, to the Executive a lump sum cash payment determined as follows:
Change of Control Bonus. A. If you (i) remain employed by the Company through the closing date of a Change of Control (the “COC Date”) or (ii) if your employment is terminated by the Company within three (3) months preceding the signing by the Company of a definitive binding agreement which agreement is performed and results in a COC, subject to normal closing terms and conditions, unless the Company establishes that the principal reason for your termination of employment is for a reason unrelated to the COC, you will receive a Change of Control Bonus on or as soon as practicable following the COC Date in the amount determined in B below.
