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.
(b) The Company shall pay the Executive a cash lump sum payment of $4,117,500 (“Make-Whole Bonus”) on or before March 15, 2006 to compensate him for the Forfeited Bonuses that he may forfeit on his termination of employment with his Prior Employer.
(c) The Executive agrees that if the Company pays him any amount under this Section 5.9, the Executive shall repay such amount to the Company upon Termination of Employment (plus interest at the prime rate (as published by the Wall Street Journal prevailing from time to time), or if less the maximum interest rate permitted by law from the date of payment to the date of repayment) if Executive has a Termination of Employment prior to the second Anniversary Date for any reason other than death, Disability of Executive, a Termination Without Cause or a Termination for Good Reason; provided, Executive’s repayment obligation hereunder shall lapse upon a Change of Control. The Executive agrees to pay promptly to the Company any consideration received by the Executive (after receipt of the full Make-Whole Bonus) from the Prior Employer for the Forfeited Bonuses.
Make-Whole Bonus. Upon the Board’s determination, based on acceptable documentation to be provided by the Executive, and with ample evidence that the Executive has exhausted every avenue to receive the payment, that the Executive has irrevocably forfeited his calendar year 2022 incentive cash bonus and company stock scheduled to vest in 2023 from his prior employer (such condition, the “Forfeiture Condition”, and the date of such Board determination, the “Forfeiture Determination Date”), the Executive shall become eligible to earn and receive a one-time cash make-whole bonus in the total amount of three hundred thousand dollars ($300,000) (the “Make-Whole Bonus”), which will be earned by and paid to the Executive in three installments as follows, contingent on the Executive’s continued employment with the Company and compliance with this Agreement and the Restrictive Covenants Agreement through each applicable payment date: (i) sixty thousand dollars ($60,000) on June 30 of the year that includes the Forfeiture Determination Date, (ii) sixty thousand dollars ($60,000) on the first (1st) anniversary of the date described in clause (i) of this sentence, and (iii) one hundred eighty thousand dollars ($180,000) on the second (2nd) anniversary of the date described in clause (i) of this sentence. Notwithstanding the foregoing (but subject to the Forfeiture Condition), upon the first determination by the Board that the Discretionary Cash Flow Per Share Target has been achieved, the Signing Bonus will be accelerated and paid as follows: (i) fifty percent (50%) of any then-unpaid portion of the Signing Bonus will be paid within thirty (30) days after such determination by the Board (or, if later, within (30) days after the Forfeiture Determination Date), and (ii) the remaining fifty percent (50%) of any then-unpaid portion of the Signing Bonus will be paid six (6) months after the date described in clause (i) of this sentence, contingent on the Executive’s continued employment with the Company and compliance with this Agreement and the Restrictive Covenants Agreement through each payment date.
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. 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 agrees to pay you a make-whole bonus in the amount of $1,500,000, less applicable deductions and withholdings, within 60 days following execution of this Agreement. The entire Make Whole Bonus paid to you, plus interest at the prime rate, as defined herein, is to be repaid by you to the Company on demand, if, prior to June 30, 2013, you terminate the term of employment for any reason other than pursuant to Section 4.2 or due to your death or disability. In the event you are required to repay the Company the Make Whole Bonus, you shall pay to the Company, within fifteen days of your last day of employment, in addition to such amounts due, interest computed on the unpaid balance thereof at a rate per annum equal to the applicable federal rate, as set forth in Section 1274(d) of the Internal Revenue Code, as well as all costs of collection, including reasonable attorneys’ fees and court costs.
Make-Whole Bonus. If Shift Technologies Inc. (or any entity succeeding to its business following a change in control) (“Shift”) does not pay your 2022 annual cash bonus (the “Previous Employer Bonus”), you shall become eligible to receive a make-whole bonus (the “Make-Whole Bonus”) from the Company. The amount of the Make-Whole Bonus shall be equal to the shortfall, if any, between the amount of Previous Employer Bonus paid by your target annual bonus (pro-rated based on the number of days you are employed by Shift during calendar year 2022), which pro-rated target annual bonus for 2022 shall not exceed $1,200,000. In addition, your eligibility to receive the Make-Whole Bonus shall be contingent upon your continued employment by the Company through the payment date of the Make-Whole Bonus. In the event you become eligible to receive the Make- Whole Bonus, it will be paid to you, less applicable withholdings and deductions, in a single lump sum no later than 30 days after the Board’s reasonable good faith determination that the Previous Employer Bonus will not be paid to you (or has waived such requirement in its sole and absolute discretion).
Make-Whole Bonus. In lieu of Executive’s potential foregone annual performance cash award from her prior employer, the Company will pay Executive a guaranteed bonus of $300,000, less required and authorized withholdings and deductions. Such amount shall be payable in equal, annual installments of $150,000 on each of the first and second anniversaries of the Commencement Date; provided that, Executive must continue to hold the position of CEO of the Company on each of such dates in order to receive the applicable installment payment (absent a termination without Cause or with Good Reason prior to such date(s)).
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:
(i) The amount which would have been calculated (assuming that the Employee's (or its related Non-Manager Member's and Permitted Transferees', as applicable) LLC Points in both LLCs were being sold under such provision of the LLC Agreements) with respect to such Purchase Program Points under Section 3.11(c)(i) of the applicable LLC Agreement (if such Purchase Program Points are Series A LLC Points being sold pursuant to Section 3.11 of the applicable LLC Agreement), Section 3.11(c)(ii) of the applicable LLC Agreement (if such Purchase Program Points are Series B-1 LLC Points being sold pursuant to Section 3.11 of the applicable LLC Agreement), under Section 3.11(c)(iii) of the applicable LLC Agreement (if such Purchase Program Points are Series B-2 LLC Points being sold pursuant to Section 3.11 of applicable the LLC Agreement), or under Section 7.1(e)(i) of the applicable LLC Agreement (if such Purchase Program ...
Make-Whole Bonus. Subject to Executive’s continued employment with the Company through June 15, 2021, Executive will receive a one-time $30,000 bonus (the “Make-Whole Bonus”). The Make-Whole Bonus will be paid to Executive no later than June 30, 2021, subject to Executive’s continued employment with the Company through June 15, 2021 and less any applicable withholdings.
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.
