Common use of Exit Bonus Clause in Contracts

Exit Bonus. (a) Upon the occurrence of a Change of Control at any time during or after the termination of the Executive’s employment, the Company shall pay to the Executive a bonus (“Exit Bonus”) which shall be equal to the Fair Market Value (as of the date of such Change of Control) of 0.5% of all of the Company’s outstanding common stock (on a fully diluted basis) immediately preceding such Change of Control (such percentage being referred to herein as the “Base Amount”); provided, the Base Amount shall be increased to 1.0% in the event that the transaction resulting in the Change of Control is based upon an aggregate Fair Market Value of all of the Company’s outstanding common stock (on a fully diluted basis) equal to or in excess of $50,000,000 and 1.5% in the event such Fair Market Value is equal to or exceeds $70,000,000; further, provided, the Exit Bonus to be paid to the Executive upon a Change of Control shall be reduced by an amount equal to (i) the Fair Market Value of all of the Company’s outstanding common stock as of the date of such Change of Control, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Group Common Shares (as defined below) sold, transferred or otherwise disposed of by GSC Group (as defined below) prior to such Change of Control and the denominator of which shall be 107,593, multiplied by (iii) the applicable Base Amount as determined in accordance with this Section 2.3(a) as of the date of such Change of Control. Except as provided in Section 2.3(b), the Exit Bonus shall be payable in the same form of consideration and at the same time as received by the shareholders of either Group or the Company upon such Change of Control. (b) In the event the Company or Group during the Employment Term and prior to a Change of Control, shall adopt a stock option or restricted stock purchase or similar plan, the Executive within thirty (30) days following written notice of the adoption of such a plan, shall have the right, by delivery of written notice to the Company, to participate in such plan and to receive such number of shares or options, in substitution and in place of the Exit Bonus, as would be equivalent to the Base Amount as of the date of such participation in such plan by the Executive, provided that any such plan shall require that the timing of payments under such plan shall match the timing of the Exit Bonus payments that otherwise would have occurred, or shall contain such other or additional provisions as shall cause payments under the plan and this Section 2.3 to satisfy Section 409A. (i) Subject to paragraph (ii), in the event prior to the occurrence of a Change of Control, GSCP II Holdings (AE), LLC or any of its affiliates (collectively, the “GSC Group”) sells, transfers or otherwise disposes of any of the shares (the “Group Common Shares”) of common stock of Group it beneficially owns as of the date hereof and excluding any shares of common stock of Group the GSC Group may acquire after the date hereof (a “Disposition Event”), the Executive shall be entitled to a portion of his Exit Bonus equal to (A) the Fair Market Value of all of the Company’s outstanding common (on a fully diluted basis) as of the date of such Disposition Event, multiplied by (B) a fraction, the numerator of which shall be the number of Group Common Shares sold, transferred or otherwise disposed of in such transaction and the denominator of which shall be 107,593, multiplied by (C) the applicable Base Amount as determined in accordance with Section 2.3(a) as of the date of such Disposition Event. Except as provided in Section 2.3(b) and paragraph (ii), the portion of the Exit Bonus payable upon a Disposition Event shall be payable in the same form of consideration and at the same time as received by the GSC Group upon such Disposition Event. (ii) Subject to the Executive’s election to substitute the Exit Bonus as set forth in Section 2.3(b), the payment described in paragraph (i) shall be made in a lump sum in the same form of consideration as received, as applicable, by the GSC Group or by the shareholders of either Group or the Company (A) upon the closing of the Disposition Event if (x) such closing occurs within ten years of the date hereof and (y) such payment would be a “short-term” deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4), or otherwise (B) upon the happening of the next following Change in Control; provided that if it is not possible to pay such Exit Bonus in such same form, such Exit Bonus shall be paid in a cash lump sum.

Exit Bonus. (a) Upon the occurrence of a Change of Control at any time during or after the termination of the Executive’s employment, the Company shall pay to the Executive a bonus (“Exit Bonus”) which shall be equal to the Fair Market Value (as of the date of such Change of Control) of 0.51.5% of all of the Company’s outstanding common stock (on a fully diluted basis) immediately preceding such Change of Control (such percentage being referred to herein as the “Base Amount”); provided, provided the Base Amount shall be increased to 1.02.5% in the event that the transaction resulting in the Change of Control is based upon an aggregate Fair Market Value of all of the Company’s outstanding common stock (on a fully diluted basis) equal to or in excess of $50,000,000 and 1.53.0% in the event such Fair Market Value is equal to or exceeds $70,000,000; further, provided, the Exit Bonus to be paid to the Executive upon a Change of Control shall be reduced by an amount equal to (i) the Fair Market Value of all of the Company’s outstanding common stock as of the date of such Change of Control, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Group Common Shares (as defined below) sold, transferred or otherwise disposed of by GSC Group (as defined below) prior to such Change of Control and the denominator of which shall be 107,593, multiplied by (iii) the applicable Base Amount as determined in accordance with this Section 2.3(a) as of the date of such Change of Control. Except as provided in Section 2.3(b), the Exit Bonus shall be payable in the same form of consideration and at the same time as received by the shareholders of either Group or the Company upon such Change of Control. (b) In the event the Company or Group during the Employment Term and prior to a Change of Control, shall adopt a stock option or restricted stock purchase or similar plan, the Executive within thirty (30) days following written notice of the adoption of such a plan, shall have the right, by delivery of written notice to the Company, to participate in such plan and to receive such number of shares or options, in substitution and in place of the Exit Bonus, as would be equivalent to the Base Amount as of the date of such participation in such plan by the Executive, provided that any such plan shall require that the timing of payments under such plan shall match the timing of the Exit Bonus payments that otherwise would have occurred, or shall contain such other or additional provisions as shall cause payments under the plan and this Section 2.3 to satisfy Section 409A. (i) Subject to paragraph (ii), in the event prior to the occurrence of a Change of Control, GSCP II Holdings (AE), LLC or any of its affiliates (collectively, the “GSC Group”) sells, transfers or otherwise disposes of any of the shares (the “Group Common Shares”) of common stock of Group it beneficially owns as of the date hereof and excluding any shares of common stock of Group the GSC Group may acquire after the date hereof (a “Disposition Event”), the Executive shall be entitled to a portion of his Exit Bonus equal to (A) the Fair Market Value of all of the Company’s outstanding common (on a fully diluted basis) as of the date of such Disposition Event, multiplied by (B) a fraction, the numerator of which shall be the number of Group Common Shares sold, transferred or otherwise disposed of in such transaction and the denominator of which shall be 107,593, multiplied by (C) the applicable Base Amount as determined in accordance with Section 2.3(a) as of the date of such Disposition Event. Except as provided in Section 2.3(b) and paragraph (ii), the portion of the Exit Bonus payable upon a Disposition Event shall be payable in the same form of consideration and at the same time as received by the GSC Group upon such Disposition Event. (ii) Subject to the Executive’s election to substitute the Exit Bonus as set forth in Section 2.3(b), the payment described in paragraph (i) shall be made in a lump sum in the same form of consideration as received, as applicable, by the GSC Group or by the shareholders of either Group or the Company (A) upon the closing of the Disposition Event if (x) such closing occurs within ten years of the date hereof and (y) such payment would be a “short-term” deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4), or otherwise (B) upon the happening of the next following Change in Control; provided that if it is not possible to pay such Exit Bonus in such same form, such Exit Bonus shall be paid in a cash lump sum.

Exit Bonus. (a) Upon the occurrence of a Change of Control at any time during or after the termination of the Executive’s employment, the Company shall pay to the Executive a bonus (“Exit Bonus”) which shall be equal to the Fair Market Value (as of the date of such Change of Control) of 0.51.5% of all of the Company’s outstanding common stock (on a fully diluted basis) immediately preceding such Change of Control (such percentage being referred to herein as the “Base Amount”); provided, provided the Base Amount shall be increased to 1.02.5% in the event that the transaction resulting in the Change of Control is based upon an aggregate Fair Market Value of all of the Company’s outstanding common stock (on a fully diluted basis) equal to or in excess of $50,000,000 and 1.53.0% in the event such Fair Market Value is equal to or exceeds $70,000,000; further, provided, the Exit Bonus to be paid to the Executive upon a Change of Control shall be reduced by an amount equal to (i) the Fair Market Value of all of the Company’s outstanding common stock as of the date of such Change of Control, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Group Common Shares (as defined below) sold, transferred or otherwise disposed of by GSC Group (as defined below) prior to such Change of Control and the denominator of which shall be 107,593, multiplied by (iii) the applicable Base Amount as determined in accordance with this Section 2.3(a2.4(a) as of the date of such Change of Control. Except as provided in Section 2.3(b2.4(b), the Exit Bonus shall be payable in the same form of consideration and at the same time as received by the shareholders of either Group or the Company upon such Change of Control. (b) In the event the Company or Group during the Employment Term and prior to a Change of Control, shall adopt a stock option or restricted stock purchase or similar plan, the Executive within thirty (30) days following written notice of the adoption of such a plan, shall have the right, by delivery of written notice to the Company, to participate in such plan and to receive such number of shares or options, in substitution and in place of the Exit Bonus, as would be equivalent to the Base Amount as of the date of such participation in such plan by the Executive, provided that any such plan shall require that the timing of payments under such plan shall match the timing of the Exit Bonus payments that otherwise would have occurred, or shall contain such other or additional provisions as shall cause payments under the plan and this Section 2.3 to satisfy Section 409A.. (ic) Subject to paragraph (ii), in In the event prior to the occurrence of a Change of Control, GSCP II Holdings (AE), LLC or any of its affiliates (collectively, the “GSC Group”) sells, transfers or otherwise disposes of any of the shares (the “Group Common Shares”) of common stock of Group it beneficially owns as of the date hereof and excluding any shares of common stock of Group the GSC Group may acquire after the date hereof (a “Disposition Event”), the Executive shall be entitled to a portion of his Exit Bonus equal to (Ai) the Fair Market Value of all of the Company’s outstanding common (on a fully diluted basis) as of the date of such Disposition Event, multiplied by (Bii) a fraction, the numerator of which shall be the number of Group Common Shares sold, transferred or otherwise disposed of in such transaction and the denominator of which shall be 107,593, multiplied by (Ciii) the applicable Base Amount as determined in accordance with Section 2.3(a2.4(a) as of the date of such Disposition Event. Except as provided in Section 2.3(b) and paragraph (ii2.4(b), the portion of the Exit Bonus payable upon a Disposition Event shall be payable in the same form of consideration and at the same time as received by the GSC Group upon such Disposition Event. (ii) Subject to the Executive’s election to substitute the Exit Bonus as set forth in Section 2.3(b), the payment described in paragraph (i) shall be made in a lump sum in the same form of consideration as received, as applicable, by the GSC Group or by the shareholders of either Group or the Company (A) upon the closing of the Disposition Event if (x) such closing occurs within ten years of the date hereof and (y) such payment would be a “short-term” deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4), or otherwise (B) upon the happening of the next following Change in Control; provided that if it is not possible to pay such Exit Bonus in such same form, such Exit Bonus shall be paid in a cash lump sum.

Exit Bonus. (a) Upon the occurrence of a Change of Control at any time during or after the termination of the Executive’s employment, the Company shall pay to the Executive a bonus (“Exit Bonus”) which shall be equal to the Fair Market Value (as of the date of such Change of Control) of 0.5% of all of the Company’s outstanding common stock (on a fully diluted basis) immediately preceding such Change of Control (such percentage being referred to herein as the “Base Amount”); provided, the Base Amount shall be increased to 1.0% in the event that the transaction resulting in the Change of Control is based upon an aggregate Fair Market Value of all of the Company’s outstanding common stock (on a fully diluted basis) equal to or in excess of $50,000,000 and 1.5% in the event such Fair Market Value is equal to or exceeds $70,000,000; further, provided, the Exit Bonus to be paid to the Executive upon a Change of Control shall be reduced by an amount equal to (i) the Fair Market Value of all of the Company’s outstanding common stock as of the date of such Change of Control, multiplied by (ii) a fraction, the numerator of which shall be the aggregate number of Group Common Shares (as defined below) sold, transferred or otherwise disposed of by GSC Group (as defined below) prior to such Change of Control and the denominator of which shall be 107,593, multiplied by (iii) the applicable Base Amount as determined in accordance with this Section 2.3(a2.4(a) as of the date of such Change of Control. Except as provided in Section 2.3(b2.4(b), the Exit Bonus shall be payable in the same form of consideration and at the same time as received by the shareholders of either Group or the Company upon such Change of Control. (b) In the event the Company or Group during the Employment Term and prior to a Change of Control, shall adopt a stock option or restricted stock purchase or similar plan, the Executive within thirty (30) days following written notice of the adoption of such a plan, shall have the right, by delivery of written notice to the Company, to participate in such plan and to receive such number of shares or options, in substitution and in place of the Exit Bonus, as would be equivalent to the Base Amount as of the date of such participation in such plan by the Executive, provided that any such plan shall require that the timing of payments under such plan shall match the timing of the Exit Bonus payments that otherwise would have occurred, or shall contain such other or additional provisions as shall cause payments under the plan and this Section 2.3 to satisfy Section 409A.. (ic) Subject to paragraph (ii), in In the event prior to the occurrence of a Change of Control, GSCP II Holdings (AE), LLC or any of its affiliates (collectively, the “GSC Group”) sells, transfers or otherwise disposes of any of the shares (the “Group Common Shares”) of common stock of Group it beneficially owns as of the date hereof and excluding any shares of common stock of Group the GSC Group may acquire after the date hereof (a “Disposition Event”), the Executive shall be entitled to a portion of his Exit Bonus equal to (Ai) the Fair Market Value of all of the Company’s outstanding common (on a fully diluted basis) as of the date of such Disposition Event, multiplied by (Bii) a fraction, the numerator of which shall be the number of Group Common Shares sold, transferred or otherwise disposed of in such transaction and the denominator of which shall be 107,593, multiplied by (Ciii) the applicable Base Amount as determined in accordance with Section 2.3(a2.4(a) as of the date of such Disposition Event. Except as provided in Section 2.3(b) and paragraph (ii2.4(b), the portion of the Exit Bonus payable upon a Disposition Event shall be payable in the same form of consideration and at the same time as received by the GSC Group upon such Disposition Event. (ii) Subject to the Executive’s election to substitute the Exit Bonus as set forth in Section 2.3(b), the payment described in paragraph (i) shall be made in a lump sum in the same form of consideration as received, as applicable, by the GSC Group or by the shareholders of either Group or the Company (A) upon the closing of the Disposition Event if (x) such closing occurs within ten years of the date hereof and (y) such payment would be a “short-term” deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4), or otherwise (B) upon the happening of the next following Change in Control; provided that if it is not possible to pay such Exit Bonus in such same form, such Exit Bonus shall be paid in a cash lump sum.