Common use of Payment of the Change of Control Bonus Clause in Contracts

Payment of the Change of Control Bonus. In the event that a Determination Date occurs during a Performance Period and, following such Determination Date, a Qualified Change of Control is consummated, the Company shall pay to Executive the Change of Control Bonus (calculated as set forth below), less applicable tax withholding, subject to Executive remaining continuously employed by the Company and its affiliates through the Change of Control Closing Date. To the extent the Change of Control Bonus becomes payable, it shall be paid no later than the second regularly-scheduled payroll date immediately following the Change of Control Closing Date (and in no event later than 30 days following the Change of Control Closing Date). The amount of the Change of Control Bonus shall be equal to (i) the product of the Target Share Number and the applicable Sale Price, multiplied by (ii) the applicable Change of Control Payout Multiplier determined according to the table below (which, for the avoidance of doubt, shall be a function of the applicable Performance Period during which the Determination Date occurs and the applicable Sale Price). For a Sale Price that falls between two Sale Prices in the table below, the Change of Control Payout Multiplier will be determined through linear interpolation. Performance Period 1 Performance Period 2 Sale Price Change of Control Payout Multiplier Sale Price Change of Control Payout Multiplier Below $4.75 0 % Below $5.50 0 % $ 4.75 100 % $ 5.50 50 % $ 5.00 110 % $ 5.75 60 % $ 5.25 120 % $ 6.00 70 % $ 5.50 130 % $ 6.25 80 % $ 5.75 140 % $ 6.50 90 % $ 6.00 150 % $ 6.75 100 % $ 6.25 160 % $ 7.00 110 % $ 6.50 170 % $ 7.25 120 % $ 6.75 180 % $ 7.50 130 % $ 7.00 190 % $ 7.75 140 % $ 7.25 or above 200 % $ 8.00 or above 150 % Notwithstanding anything herein to the contrary, if Executive’s employment is terminated by the Company without Cause or Executive voluntarily resigns from employment with the Company for Good Reason (each, a “Qualifying Termination”), and such Qualifying Termination occurs within six months prior to, or after, a Determination Date (pursuant to which a Qualified Change of Control is ultimately consummated), then Executive shall remain eligible to receive a Change of Control Bonus, if any, in connection with such Qualified Change of Control; provided, however, that the Company may condition payment of such Change of Control Bonus on Executive executing and returning a waiver and release of claims for the benefit of the Company and its affiliates in a form consistent with the Company’s standard form of release agreement.