Merger Bonus Clause Samples

Merger Bonus. Within 5 days following the "Closing Date" (as defined in the Merger Agreement), the Company will make a cash payment to you in the amount of $55,000. On the later of October 1, 1998 or 120 days after the Closing Date, the Company will make an additional cash payment to you in the amount of $55,000.

Merger Bonus. Following to and contingent upon the Closing, the CEO shall be entitled to a one-time bonus payment in the amount of NIS 550,000 + VAT (the “Merger Bonus”). The Merger Bonus will be paid within 14 days following the Closing.

Merger Bonus. Executive has advised Company that on or about April 5, 2007 the stockholders of ▇▇▇▇▇▇’▇ Entertainment approved a merger and merger agreement with affiliates of Texas Pacific Group (TPG) and Apollo Management, L.P. (the Merger). Provided that Executive is still employed with the Company on the date that the Merger closes, Executive shall receive a payment of $50,000 within ten business days of the date that ▇▇▇▇▇▇’▇ shareholders receive their cash payment for their shares.

Merger Bonus. If the Company merges or consolidates with another business entity and the asset value of the merged or consolidated business entity is at least 1.5 times the asset value of the Company, then the CEO shall be entitled to a “Merger Bonus” equivalent to 50% of the CEO’s base salary in the form of stock or other similar equity in the new or surviving company which shall vest as provided below. The number of shares of stock or units of similar equity shall be valued and determined as of the date the merger is effective. CEO may not sell more than one-third of the Merger Bonus stock or similar equity in each of the first three years. If CEO is offered the same or a similar position and compensation with the new or surviving company (whether or not the surviving company is the Company), then one-third of the Merger Bonus shall vest and CEO shall be granted one-third of the Merger Bonus if still employed in such position one year after the merger or consolidation. Another one-third of the Merger Bonus shall vest and shall be granted if the CEO is still employed in such position two years after the merger or consolidation. And the final one-third of the Merger Bonus shall vest and shall be granted if the CEO is still employed in such position three years after the merger or consolidation. If the CEO is not offered such a position subsequent to the merger or consolidation, then the Merger Bonus shall vest upon the merger or consolidation and one-third shall be paid each year over three years in stock or similar equity. For purposes of this paragraph (c) a merger or consolidation is a combination of the Company and another business entity whereby the assets of the Company are exchanged or combined with another entity and the Company and/or the other business entity cease to exist and the combined assets are jointly operated by one business entity which may or may not be the Company.

Merger Bonus. Subject to Executive’s execution of and compliance with the terms of this Agreement, the Company agrees to pay Executive a lump sum cash payment of Five Hundred Thousand Dollars ($500,000) (the “Merger Bonus”), less applicable withholdings and contingent upon the Closing. The Merger Bonus shall be paid through the regular payroll process no later than thirty (30) days following the date of such Closing, subject to Executive’s continued employment with the Company through the date of such Closing.

Merger Bonus. Pursuant to Section 6.15 of the Merger Agreement, Employee will be eligible to receive a bonus of up to $200,000, with a portion thereof payable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ upon continued employment for a period and upon satisfactory achievement of established performance objectives, each as determined by the Chief Executive Officer of NetScreen.

Merger Bonus. The Compensation Committee of the Board of Directors of the Company has authorized the Chairman of the Board and the Chief Executive Officer of the Company to designate a cash transaction bonus pool equivalent to the difference between the Merger Consideration and $14.00 per share based on up to 350,000 shares of Company Common Stock as bonuses (each a “Merger Bonus”) to certain employees of the Company in connection with the Merger (the “Company Merger Bonus Plan”). Each employee that is awarded a Merger Bonus shall receive a cash payment from Parent or the Surviving Corporation at the Effective Time in an amount equal to the product of (i) the total number of shares of Company Common Stock designated for such employee multiplied by (ii) the excess of (A) the Per Share Closing Date Merger Consideration minus (B) $14.00. Two Business Days prior to Closing, the Company shall deliver to Parent a schedule setting forth the name of each employee to whom a Merger Bonus was awarded and the amount of the Merger Bonus awarded to such employee. Notwithstanding the foregoing, to the extent that the aggregate Merger Bonus under the Merger Bonus Plan is less than $402,500, at the Effective Time, Parent shall contribute the positive difference between the amount owing under the Merger Bonus Plan as in effect on the date hereof and $402,500.

Merger Bonus. Notwithstanding the provisions of Section 3(e)(iii), if the merger contemplated by the Agreement and Plan of Merger Dated as of November 26, 2003 among Kingpin Holdings, LLC, Kingpin Merger Sub, Inc. and AMF Bowling Worldwide, Inc. (the “Merger”) is consummated on or before June 27, 2004, the Executive will be entitled to receive a Merger Bonus in the amount of $100,000.00. Payment of this Merger Bonus is subject to the following terms and conditions: i. The Merger Bonus will be paid to the Executive in cash immediately upon the consummation of the Merger; provided, however, that if the Company terminates the Executive’s employment for Cause before the payment of the Merger Bonus, then no Merger Bonus will be payable to the Executive. ii. Notwithstanding any other provision of this Agreement, the Executive will be entitled to the Merger Bonus only upon the consummation of the Merger and then subject to the other terms of this Section 3(h). iii. Unless otherwise determined by the Board of Directors of the Company, the Merger Bonus will not be taken into account in computing the Executive’s salary or compensation for the purposes of determining any benefits or compensation under (A) any pension, retirement, life insurance or other benefit plan of the Company or its affiliates or (B) any agreement between the Company or its affiliates and the Executive. iv. The Company may withhold from any amounts payable under this Section 3(h) such federal, state or local taxes as may be required to be withheld pursuant to any applicable law or regulation.” 7. Section 6(h)i. “Termination by Company Without Cause or by the Executive for Good Reason” is amended to read in its entirety as follows: i. Termination by Company Without Cause or by the Executive for Good Reason If the Executive’s employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, or upon the expiration of the Term, the Company will pay or provide to him the sum of the following amounts and benefits: (A) only unpaid Base Salary through the date of termination and unreimbursed

Merger Bonus. Employee shall be eligible for an additional bonus of $100,000 (the “Merger Bonus”), payable on the closing of the merger of ▇▇▇▇▇▇▇▇ Capital Acquisition Corp. II and Daseke, Inc.