Management Bonus Pool. With respect to any fiscal year, the Independent Managers may, but shall not be obligated to, approve a management bonus pool for the officers and other employees of the Company (the “Management Bonus Pool”). Unless the Independent Managers determine otherwise, each Management Bonus Pool shall be prepared by the Company’s officers and submitted by the Company’s Chief Executive Officer to the Independent Managers for approval. The amount of such Management Bonus Pool shall be equal to a percentage of the operating income of the Company or such other method as is agreed upon by the Independent Managers. The participants in the Management Bonus Pool and each such participant’s share of such Management Bonus Pool for such fiscal year shall be approved by the Independent Managers.
Management Bonus Pool. The Buyer shall have authorized and set aside the management bonus pool referred to in Section 10.6 above.
Management Bonus Pool. At the Closing, the Buyer shall deliver to CASTion, for further distribution to the officers and employees of CASTion (in distributive amounts to be determined by the compensation committee of the board of directors of CASTion (as constituted immediately prior to the Closing), the cash portion of the management bonus pool referred to in Section 10.6 above, and the Buyer shall execute and deliver to CASTion, for further distribution to the officers and employees of CASTion (in distributive amounts to be determined by the compensation committee of the board of directors of CASTion (as constituted immediately prior to the Closing), the Management Warrants. In addition, the Buyer shall execute and deliver to CASTion the Bonus Agreement;
Management Bonus Pool. The Buyer shall have authorized and set aside, for issuance to the officers and employees of CASTion at the Closing (in distributive amounts to be determined by the board of directors of CASTion (as constituted immediately prior to the Closing), the following:
a. $150,000.00 in cash;
b. 175,000 shares of ThermoEnergy Common Stock (the “Management Shares”); and
c. Warrants, in substantially the form of Exhibit H, for the purchase an aggregate of 300,000 Warrant Shares (the “Management Warrants”). The Buyer shall also have authorized and set aside, for issuance to Xxxxxx & Associates, Inc. (“Xxxxxx”), an affiliate of the Company, at the Closing, (i) 18,750 ThermoEnergy Common Stock (the “Xxxxxx Shares”) and (ii) a Warrant to purchase 37,500 Warrant Shares. In addition, the Buyer shall have executed and delivered to CASTion an agreement, in substantially the form of Exhibit I attached hereto (the “Bonus Agreement”), pursuant to which the Buyer would pay an aggregate of $300,000.00 to the officers and employees of CASTion (in distributive amounts to be determined by the compensation committee of the board of directors of CASTion (as constituted immediately prior to the Closing)) upon the happening of certain events specified in the Bonus Agreement. For all purposes herein (including without limitation Section 12), (i) the Management Warrants referred to in this Section 10.6 shall be deemed to be Warrants, notwithstanding the fact that such Management Warrants may be in a form, and may contain rights and restrictions, different from those of the Warrants and (ii) the Xxxxxx Shares and the Management Shares shall be deemed to be ThermoShares. For purposes of Section 12, Xxxxxx, the initial holders of the Management Warrants, and the initial holders of the Management Shares shall be deemed to be “Sellers.”
Management Bonus Pool. As soon as practicable after Closing, the Continuing Corporation shall adopt a management bonus pool having an initial term of three years and providing for the annual distribution of aggregate cash bonuses equal to 10% of the Company’s net profits for each year ending December 31 (pro rated for any partial years) as reported on the Company’s audited financial statements for each such year (the “Bonus Plan”) to Xxxxx Xxxxx, Mao Xxx Xxxx, Xxxx Xxxx Chok, Xxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxx and those members of the Company’s management that, upon recommendation from Xxxxx Xxxxx, are determined as eligible to participate thereunder by the Continuing Corporation’s board of directors or the compensation committee thereof. For the purposes of determining the aggregate amount of funds to be allocated for distribution under the Bonus Plan, the calculation of “net profits” shall not include expenses associated with the issuance of EBITDA Shares and the Redemption Shares, amounts to be paid to holders who convert their Parent Common Stock into a pro rata portion of the Trust Fund pursuant to Section B of the Sixth Article of Parent’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof and the exercise of the Continuing Corporation Warrants, in each case incurred or accrued to the Company during the applicable period.
Management Bonus Pool. (a) On the Change of Control Date or Divestiture Date, the Company agrees to set aside for full-time operating employees of the Company or its subsidiaries (other than Executive), an amount in cash equal to one-half of the amount of the applicable Change of Control Bonus or Divestiture Bonus payable to Executive (the "Management Bonus Pool"). The Management Bonus Pool shall be distributed as directed by Executive pursuant to Section 3(b) only to full-time operating employees of the Company or its subsidiaries and in any event not to Executive, any member of the Board or former employees. The Management Bonus Pool shall be evidenced by a plan, arrangement or other program adopted by the Board (or a committee thereof) containing the terms and conditions no more favorable to such employees than the applicable terms set forth in this Agreement.
(b) At all times prior to the Termination Date, Executive shall have the sole discretionary authority to determine eligibility and bonus amounts available to individual full-time operating employees (other than Executive) under the Management Bonus Pool; provided, however, that Executive shall cooperate with the Company to mitigate the amount of any payments under Section 280G of the Internal Revenue Code of 1986, as amended. Executive's determination with regard to any payment pursuant to the Management Bonus Pool shall be conclusive and binding on the Company and CCHC. Any allocation forfeited or surrendered, for instance through termination of an employee, shall be re-allocated to the Management Bonus Pool so that the entire amount of the Management Bonus Pool is available at all times to be fully distributed.
(c) The Company agrees to provide the "Tax Adjustment" benefits available to Executive under Section 11 of the Executive Employment Agreement to any employee who receives a bonus payment from the Management Bonus Pool.
Management Bonus Pool. For the Company’s 2005 fiscal year and for each subsequent fiscal year of the Company that begins while this Section 9 remains in effect, and subject to subsection (e) of this Section 9, the Company shall establish an annual incentive compensation pool equal to a maximum amount of $3.0 million (the “Bonus Pool”), which shall be determined and allocated as follows:
Management Bonus Pool. TOT SIBBNS will reserve 10% of its net income for a bonus pool that will be paid to TOT SIBBNS’ management team, in the discretion of the Board of TOT SIBBNS at the end of each year. The Board may make an adjustment to the amount allocated for this bonus pool to reflect inter-company revenue generated by the activities of TOT SIBBNS.
Management Bonus Pool. Commencing on the Effective Date and continuing through the Employment Term, Founder shall become eligible to participate in any management incentive compensation bonus pool plans, which at inception shall be the EPIC Bonus Pool, including cash or stock option bonus pool plans, approved by the Company's Board of Directors, such participation to be on terms comparable to those afforded to other executive management employees. Except for payments pursuant to predetermined formula bonus plans, the payment and amount of any bonus shall be based upon the recommendation of the Chief Executive Officer of the Company, and upon approval by the Compensation Committee of the Board of Directors based upon the performance of his duties under the Agreement, as amended.
Management Bonus Pool. During the Employment Period, in addition to the Annual Cash Bonus set forth in Section 4(a), Executive shall be entitled to participate in the Bonus Pool to be established as provided in the Securityholders Agreement to be entered into among the Company and its shareholders upon consummation of the Merger (the “Securityholders Agreement”) and shall be allocated and awarded such cash bonus opportunities as may be approved from time to time by the Committee and subject to the terms and provisions of such Bonus Pool. Notwithstanding anything to the contrary contained in this Agreement or the Securityholders Agreement and except as set forth in Section 7(e)(i) or Section 7(e)(iii), Executive shall be entitled to receive a bonus pursuant to this Section 4(b) only if Executive is employed by the Company on the last day of the period to which such bonus relates.
