Make-Whole Bonus. (a) The Executive, as of the Agreement Date, participates in his Prior Employer’s annual bonus plan and strategic incentive plan (“SIP”). The Executive represents that, to the best of his knowledge on the Agreement Date, he will forfeit bonuses totaling $4,117,500 under the annual bonus plan and under the SIP (such forfeited bonuses are collectively referred to herein as the (“Forfeited Bonuses”)) on account of his termination of employment with his Prior Employer.
Make-Whole Bonus. If the Company consummates a Company Exit on or prior to January 12, 2026 and Executive is employed with the Company on the date the Company Exit is consummated, and (A) for a Company Exit that is a Deemed Liquidation Event, the proceeds of the holders of Series C Preferred Stock with respect to their shares of Series C Preferred Stock in the Company Exit equals or exceeds $35.5197 per share (whether based on share price or the entitlement of the holders of such Shares to receive distributions of cash or cash equivalents, which value shall be determined on an as converted basis and based on all amounts actually received by the holders of the Series C Preferred Stock, including without limitation, escrows, installment payments, earnout payments, milestone payments and other payments to be received by the holders following the closing of the Deemed Liquidation Event) and (B) for a Company Exit that is a Qualifying Public Offering, the closing price of a share of Common Stock on the exchange or market the Company is listed on equals or exceeds $35.5197 per share on the 180th day following the closing of such Qualifying Public Offering, then the Company will pay Executive a bonus equal to the product of (i) 91,051 and (ii) the difference between (1) the value of a share of the Company’s Common Stock in the Company Exit and (2) $2.73, up to a maximum aggregate amount of $2,335,484.00 (the “Make Whole Bonus”). If earned, the Company will pay Executive the Make Whole Bonus in U.S. Dollars within 30 days following the consummation of the Company Exit that constituted a Deemed Liquidation Event (or 30 days following the holders of Series C Preferred Stock actually receiving at least $35.5197 per share in such Deemed Liquidation Event) or 30 days following the 180th day following the closing of the Company’s Qualifying Public Offering. If the Company
Make-Whole Bonus. Subject to the terms and conditions set forth herein, the Executive shall be eligible to receive a cash make-whole bonus in an aggregate amount equal to $2,000,000 (the “Make-Whole Bonus”). Fifty percent (50%) of the Make-Whole Bonus shall be payable in a lump-sum as of January 1, 2024, and so long the Executive continues employment with the Company through January 1, 2025, 50% of the Make-Whole Bonus shall be payable in a lump-sum as of January 1, 2025. Each applicable bonus shall be paid on the Company’s next regularly scheduled pay period following the payment date.
Make-Whole Bonus. As consideration for outstanding cash retention and incentive awards that the Executive will forfeit due to the Executive’s departure from the Executive’s prior employer and as an inducement to joining the Company, the Executive shall be paid a one-time make-whole cash bonus in the amount of $1,620,000, less any amounts paid to the Executive by his prior employer in respect of his 2022 annual bonus (the “Make-Whole Bonus”), in a lump sum no later than thirty (30) days following the Effective Date. To be eligible to receive the Make-Whole Bonus, the Executive agrees and acknowledges that if the Executive’s employment with the Company or any of its Affiliated Companies is terminated by the Company or any of its Affiliated Companies for Cause or the Executive resigns his employment for any reason other than for Good Reason, in each case on or prior to the first (1st) anniversary of the Effective Date, the Executive shall be obligated to repay to the Company the entire amount of the Make-Whole Bonus within sixty (60) days of the Executive’s date of termination. If the Executive fails to repay the Company the applicable foregoing amount, in addition to all other remedies at law, the Company may offset all or a portion of the Make-Whole Bonus from any other amounts the Company then owes the Executive, if any, and the Executive hereby consents to the foregoing.
Make-Whole Bonus. You will also be entitled to receive a payment from the Company (the “Make-Whole Bonus”) to compensate you for the bonus opportunity granted to you by your prior employer (the “Prior Employer”) with respect to the Prior Employer’s 2016 fiscal year (the “Prior Employer Bonus”) that you actually forfeited as a result of your accepting and commencing employment with the Company. The amount of such payment (if any) will be determined as set forth in Exhibit A attached herewith and incorporated herein for all purposes; subject to the final approval of the Compensation Committee The Compensation Committee shall confirm the amount of the Make-Whole Bonus as soon as practicable after the end of the Prior Employer’s 2016 fiscal year and the Make-Whole Bonus shall be paid to you within ten (10) business days after the Compensation Committee’s determination; provided, however, that your right to receive any Make-Whole Bonus is subject to your continued employment with the Company through the date the Make-Whole Bonus is paid.
Make-Whole Bonus. The Company shall pay you a make-whole bonus in the amount of $500,000, less applicable deductions and withholdings, within 10 business days of the date this Agreement is executed (the “Make Whole Bonus”). The entire Make Whole Bonus paid to you is required to be repaid by you to the Company on demand if on or prior to the first anniversary of the Effective Date your employment terminates for any reason other than pursuant to Sections 4.2, 5 or 6. In the event you are required to repay the Make Whole Bonus, you shall also pay to the Company all costs of collection, including reasonable attorneys’ fees and court costs if you do not make such repayment within thirty (30) days following demand by the Company.
Make-Whole Bonus. On or as soon as reasonably practicable following the Start Date, the Company shall grant to Executive a cash bonus (the “Make-Whole Bonus”) in the amount of $520,000. The Make-Whole Bonus shall compensate Executive for bonus compensation foregone from previous employment and other expenses. The after-tax amount of the Make-Whole Bonus paid to the Executive shall be subject to repayment to the Company by Executive upon Executive’s resignation for any reason other than Good Reason or termination for Cause on or before the first anniversary of the Start Date.
Make-Whole Bonus. Upon receipt of supporting documentation, the Company will promptly pay Executive a bonus equal to (i) the difference between (x) the amount of the distribution paid to Executive by his former employer and its affiliates in connection with Executive’s termination of employment with his former employer and (y) the amount of distribution Executive would have received from his former employer and its affiliates had Executive remained employed by his former employer through year-end, plus (ii) the amount of the contribution Executive’s former employer would have made to Executive’s 401(k) account had Executive remained employed by his former employer through year-end.
Make-Whole Bonus. If the Employee (or its related Non-Manager Member or Permitted Transferees, as applicable) holds LLC Points in the WY LLC or the DE LLC (as applicable) which are Purchase Program Points and the Purchase Program Points FMV (at the time when the Employee becomes a Selling Member under Section 3.11 of the applicable LLC Agreement, or at the time the Employee sells such Purchase Program Points pursuant to a Put under Section 7.1 of the applicable LLC Agreement, as applicable) is less than the amount calculated (assuming that the Employee's LLC Points in both LLCs were being sold under such provision of the LLC Agreements) under Section 3.11(c)(i) of the applicable LLC Agreement (in the case of Purchase Program Points which are Series A LLC Points and sold pursuant to Section 3.11 of the applicable LLC Agreement), Section 3.11(c)(ii) of the applicable LLC Agreement (in the case of Purchase Program Points which are Series B-1 LLC Points and sold pursuant to Section 3.11 of the applicable LLC Agreement), Section 3.11(c)(iii) of the applicable LLC Agreement (in the case of Purchase Program Points which are Series B-2 LLC Points and sold pursuant to Section 3.11 of the applicable LLC Agreement), or Section 7.1(e)(i) of the applicable LLC Agreement (in the case of Purchase Program Points which are sold pursuant to Section 7.1 of the applicable LLC Agreement), then in any such case the Manager Members (or their respective assigns) shall pay to the Employee a compensatory cash bonus (the "Make-Whole Payment") equal to the positive difference, if any, between:
Make-Whole Bonus. Executive shall receive a one-time signing bonus in an amount equal to $1,000,000 (the “Make-Whole Bonus”). The Make-Whole Bonus shall be payable in two installments as follows: the first installment of $500,000 shall be paid within 30 days of Executive’s Start Date; and, the second installment of $500,000 shall be paid at such time as annual bonuses are paid to other executives of the Company, subject to Executive’s continued employment with the Company through such payment date. In the event of Executive’s death or his termination without cause or constructive termination after his Start Date but prior to the applicable payment date, then the Make-Whole Bonus will be paid to the Executive or his heirs.
