Common use of Rollover Bonus Clause in Contracts

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000, as set forth under “Total Rollover Bonus” on Schedule B which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at Xxxxxx Bank in Chicago, Illinois. Subject to the Employee’s continued employment with the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the vested portion of the Rollover Bonus and any interest thereon shall become payable within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B attached hereto).

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,0003,500,000, as set forth under “Total Rollover Bonus” on Schedule B which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at Xxxxxx Bank in Chicago, Illinois. Subject to the Employee’s continued employment with the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the vested portion of the Rollover Bonus and any interest thereon shall become payable within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B attached hereto).

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,0003,500,000, as set forth under “Total Rollover Bonus” on Schedule B which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at Xxxxxx Bank in Chicago, Illinois. Subject to the Employee’s continued employment with or service as a consultant to the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the vested portion of the Rollover Bonus and any interest thereon shall become payable within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B attached hereto).

Rollover Bonus. (ia) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000150,000, as set forth under “Total Rollover Bonus” on Schedule B A which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d1(a), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at Xxxxxx Bank in Chicago, Illinois. Subject to the Employee’s continued employment with the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the The vested portion of the Rollover Bonus and any interest thereon shall become payable be paid to the Employee within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i1(a), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B A attached hereto).

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000150,000, as set forth under “Total Rollover Bonus” on Schedule B which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at Xxxxxx Bank in Chicago, Illinois. Subject to the Employee’s continued employment with the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the vested portion of the Rollover Bonus and any interest thereon shall become payable within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B attached hereto).