Deal Bonus. If Employee continues to be employed by Employer until employer's plan becomes effective and a Sale or Alliance Transaction closes, Employer shall pay Employee on the later of (i) the effective date of such plan or (ii) the closing of a Sale Transaction and/or Alliance Transaction, a deal bonus (the "Deal Bonus") equal to .3% of the Aggregate Consideration received in an Alliance Transaction or Sale Transaction or in the event of a stand-alone plan, the enterprise value of reorganized Employer as determined by Salomon Brothers, Inc.
Deal Bonus. (a) The Deal Bonus will be earned as follows: (i) one-half of the Deal Bonus will be earned if you remain employed with the Company or one of its subsidiaries or affiliates through the closing of the Transaction (the “Closing”) and (ii) the remaining half of the Deal Bonus will be earned if you remain employed with the Company or one of its subsidiaries or affiliates through the 90 day anniversary of the Closing (each such date, a “Vesting Date”). Any earned portion of the Deal Bonus will be paid within ten days following the applicable Vesting Date. Other than as set forth in Section 1(b), if your employment with the Company and its subsidiaries and affiliates terminates prior to the final Vesting Date, any portion of the Deal Bonus that is then unearned will be immediately forfeited and you will have no further rights with respect thereto.
(b) Notwithstanding the foregoing, in the event that, prior to the final Vesting Date, your employment with the Company and its subsidiaries and affiliates is terminated due to your death or disability or, following the Closing, under circumstances that entitle you to receive severance, then the Deal Bonus will be earned in full and the Company or its applicable subsidiary will pay you any then unpaid portion of the Deal Bonus within 10 days following such termination.
(c) In the event that prior to the Closing, the Merger Agreement is terminated in connection with the Company entering into another merger agreement in connection with a superior proposal from another potential acquirer (a “Superior Proposal”), (i) this letter agreement shall continue in full force and effect and (ii) as used in this letter agreement, the term “Merger Agreement” shall mean the merger agreement entered into in connection with such Superior Proposal and the term “Acquiror” shall mean the potential acquirer in connection with such Superior Proposal.
Deal Bonus. In exchange for your agreeing to and complying with the terms of this Agreement, including the Supplemental General Release attached hereto as Exhibit A (which must be signed and returned to the Company within twenty-one (21) days after the Separation Date), the Company hereby agrees that if (i) the Company undergoes a “Change of Control” event (as defined in your Amended and Restated Executive Employment Agreement dated July 29, 2015 (the “Employment Agreement”)) on or prior to October 31, 2017 and (ii) you comply with the cooperation provisions set forth in Paragraph 3(e) of this Agreement, the Company will pay you a deal bonus in the amount of $284,200, less lawful deductions and withholdings (the “Deal Bonus”). If earned, the Deal Bonus shall be paid in a lump sum within fifteen (15) days of the closing of a Change of Control event.
Deal Bonus. During the Employment Period, Executive shall be eligible to receive a cash bonus award (each, a “Deal Bonus”) for each Acquisition (as defined in Exhibit A) on the terms and conditions set forth in Exhibit A hereto. A Deal Bonus shall be paid in full within five (5) business days after the closing of the applicable Acquisition.
Deal Bonus. The Company shall pay the Executive a one-time bonus in the amount of $50,000 in cash in the form of a lump sum within seven (7) days following the Closing.
