Sale Bonus. (a) The Company shall pay to Executive a cash bonus upon an Applicable Sale (as defined below) of the Company (the “Sale Bonus”), as of the date of and in connection with the closing of the Applicable Sale. The Sale Bonus shall equal 2.5% of the Equity Value (as defined below) of the Company; provided that such Sale Bonus shall in no circumstances exceed $10,000,000; and provided further that Executive remains an employee of the Company on the closing date of any Applicable Sale. Notwithstanding the foregoing, if Executive’s employment with the Company is terminated by the Company without Cause (as defined herein) or due to Executive’s resignation for Good Reason (as defined herein) within three (3) months prior to the signing of any Applicable Sale, or if Executive is terminated without Cause or resigns for Good Reason after the signing of any Applicable Sale but before the date on which the Sale Bonus is paid, then the Company shall pay Executive the Sale Bonus as if Executive were still employed by the Company.
(b) If the Sale Bonus would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then the parties agree to take such action as may be necessary to place the Executive in the best after-tax position taking into account all income, employment, and excise taxes, without regard to the deductibility of any payments by the Company. For example, such Sale Bonus may be reduced to the Reduced Amount (as defined below). A payment shall not be considered a parachute payment for purposes of this paragraph if such payment is approved by the equity holders of the Company in accordance with Section 280G(b)(5) of the Code and the regulations thereunder (the “Approval Exemption”), and at the time of such approval, no stock or equity interests of the Company is readily tradable on an established securities market or otherwise. The Company will use its reasonable efforts to cause any potential parachute payments to be disclosed to and submitted for approval by the equity holders of the Company in accordance with the Approval Exemption. The “Reduced Amount” shall be the largest portion of the Sale Bonus that would result in no portion of the Sale Bonus being subject to the Excise Tax.
Sale Bonus. (a) If a Sale of the Company is consummated, then, subject to the terms and conditions of this Agreement, you shall be entitled to receive from the Company, or one of its Affiliates, a one-time cash payment (the “Sale Bonus”) in an aggregate amount equal to one half of one percent (0.5%) of the Net Equity Proceeds from such Sale of the Company. The Sale Bonus shall not be paid unless you remain continuously employed by Company or any of its subsidiaries from the date hereof until the date the Sale Bonus (or each component thereof) contemplated under this Agreement is paid.
(b) For purposes of this Agreement:
Sale Bonus. If, during the period of employment while you are the President & Managing Director – International Division and Vice Chairman of the Board of Holding and RP Corp and in all cases on or before the date that is thirty six (36) months after the effective date of this Second Amendment, Francisco Partners (which term includes its affiliated funds for purposes of this Clause 4) sells (other than to one of its affiliates or a fund managed by it or one of its affiliates) all or any portion of its interest in Holding, the Company will pay Executive a sale bonus as follows: (1) if 100% of Francisco Partners’ equity interests in Holding are so sold, the sale bonus shall the amount of the Bonus Opportunity (determined as set forth below), and (2) if less than 100% of Francisco Partners’ equity interests in Holding are so sold, the sale bonus shall equal the amount of the Bonus Opportunity (determined as set forth below) multiplied by the percentage of Francisco Partners’ equity interests in Holding that are so sold. For purposes of these calculations, the percentage of Francisco Partners’ equity interests in Holding that are sold shall be determined with reference to Francisco Partners’ equity interests in Holding as of the effective date of this Second Amendment (such that if Francisco Partners’ sells 50% of its equity interests in Holding in one transaction, and then sells the remaining 50% of its equity interests in Holding in a second transaction, the portion of Francisco Partners’ equity interests sold in the second transaction shall be 50% for purposes of this calculation even though, at the time of the second sale after giving effect to the first sale, the percentage of such interests sold in the second sale constituted all of such interests outstanding immediately prior to the second sale). Any sale bonus due to Executive pursuant to this Clause 4 with respect to any sale of equity interests by Francisco Partners shall be paid no later than two and one-half months after such sale. The amount of the Bonus Opportunity for purposes of this Clause 4 is determined with reference to whether the value of the entire Holding on a consolidated basis as of the Grant Date, as determined by the Board for purposes of establishing the per share exercise price of the Option (the “Enterprise Value”), is more than FOUR HUNDRED AND SEVENTY FIVE MILLION DOLLARS ($475,000,000) as follows: (a) if the Enterprise Value as of the Grant Date is less than or equal to $475,000,000, then...
Sale Bonus. The last sentence of the first Paragraph of Article IV of the Agreement is amended and restated to read: “The Sale Bonus will be payable to Executive promptly upon consummation of the Sale Transaction.”
Sale Bonus. The Executive shall be paid a sale bonus ( the "Sale Bonus") if the Company is sold pursuant to a merger, sale of assets or sale of stock as a result of the Company's inability, after commercially reasonable efforts are made, to refinance the Company's indebtedness to the Lenders under the Credit Agreement, other than due to the Company's default under the Credit Agreement, by the initial maturity of the Credit Agreement (hereinafter, a "Sale Event"), as follows: if the Sale Event occurs subsequent to the initial maturity of the Credit Agreement,second anniversary of the Effective Date but prior to the expiration of the Initial Term or any renewal term of this Agreement, the executive management team of the Company shall be entitled to receive an amount equal to two and one-half percent (2 1/2%) of the gross sales price realized by the Company from the Sale Event (the "Management Bonus"), and the Executive shall be entitled to receive an amount equal to twenty-one and 43/100 percent (21.43%) of the Management Bonus at the closing of the Sale Event. For purposes hereof, the following individuals shall constitute the executive management team of the Company: Xxxx Xxxxxx, O.D.; Xxxxxx Xxxxxx; Xxxxx Xxxxxx; Xxxxxxx Xxxxx; and Xxxxxx Xxxxx, O.D. If any of such individuals cease to be employed by the Company, the Chief Executive Officer of the Company may allocate such individual's percentage of the Management Bonus to another individual, or reallocate the Management Bonus among the remaining members of the executive management team named in this Section 3 (d), subject to the approval of the Board of Directors or the appropriate committee thereof.
Sale Bonus. The Executive shall be paid a sale bonus (the "Sale Bonus") if the Company is sold pursuant to a merger, sale of assets or sale of stock as a result of the Company's inability, after commercially reasonable efforts are made, to refinance the Company's indebtedness to the Banks under the New Credit Agreement, other than due to the Company's default under the New Credit Agreement, by the initial maturity of the New Credit Agreement (hereinafter, a "Sale Event"), as follows: if the Sale Event occurs subsequent to the initial maturity of the New Credit Agreement, the executive management team of the Company shall be entitled to receive an amount equal to two and one-half percent (2 1/2%) of the gross sales price realized by the Company from the Sale Event (the "Management Bonus"), and the Executive shall be entitled to receive an amount equal to twenty-one and 43/100 percent (21.43% )of the Management Bonus at the closing of the Sale Event. For purposes hereof, the following individuals shall constitute the executive management team of the Company: Mark Xxxxxx, X.D.; Andrxx Xxxxxx; Ellex Xxxxxx; Xxchxxx Xxxxx; xxd Howaxx Xxxxx, X.D. If any of such individuals cease to be employed by the Company, the Chief Executive Officer of the Company may allocate such individual's percentage of the Management Bonus to another individual, or reallocate the Management Bonus among the remaining members of the executive management team named in this Section 3 (d), subject to the approval of the Board of Directors or the appropriate committee thereof.
Sale Bonus. (a) In the event of a Sale of the Company (as ---------- hereinafter defined) during your employment by the Company pursuant to this Agreement and within the twelve-month period after the Effective Date (the "Sale Bonus Period"), you shall receive a sale bonus (the "Sale Bonus") equal to the Maximum Bonus Amount multiplied by two; provided, however, that in the event of your Involuntary Termination on or after September 1, 1999 and prior to a Sale of the Company, you shall receive the Sale Bonus in the event of a Sale of the Company in accordance with the terms of this Section 4 in the same manner as if your employment with the Company had continued. The Sale Bonus shall be paid to you in cash within five days following the closing date of the Sale of the Company; provided, however, that in no event shall the Sale Bonus be payable to you until the selling equity holders, which holders may be at the level of the Company, PTK Holdings, Inc., Supermarkets General Holdings Corporation or SMG-II Holdings Corporation (the "Sellers") shall have received the full amount of the cash and property paid by the buyer in consideration of the sale. The parties hereto acknowledge and agree that you shall be entitled to receive only one Sale Bonus under this Agreement in connection with the first Sale of the Company occurring during the Term and that in the event any additional Sale of the Company occurs during the Term you will not be entitled to any Sale Bonus as a consequence thereof.
Sale Bonus. After the completion of a Sale Transaction, and subject to the provisions of Section XVII, the Company will pay Executive a Sale Bonus, as described below, provided Executive remains as President & Chief Executive Officer of the Company during the negotiation of and through the closing of the Sale Transaction. The Sale Bonus will be payable to Executive after all post-closing adjustments in connection with the Sale Transaction have been determined.
Sale Bonus. In recognition of Executive's service to the Company, Executive shall be eligible to receive a bonus in the event the Company is sold, subject to the terms set forth herein (the "Sale Bonus"). This Sale Bonus shall be determined based on the share price of the Company upon such sale, as follows: (i) if the shares are valued at least $0.20 per share, Executive shall receive a Sale Bonus of $20,000, (ii) if the shares are valued at $0.225 per share, a Sale Bonus of $35,000; or (iii) if the shares are valued at $0.25 per share, a Sale Bonus of $50,000. If in the event sale price exceeds $0.25 per share, Executive shall be eligible to receive the aforementioned $50,000 bonus, plus an additional $6,000 for every $0.01 above a share price of $0.25.
Sale Bonus. After the completion of a Sale Transaction, and subject to the provisions of Section XVII, the Company will pay Executive a Sale Bonus, as described below, provided Executive remains as Vice President of Marketing of the Company during the negotiation of and through the closing of the Sale Transaction. The Sale Bonus will be payable to Executive after all post-closing adjustments in connection with the Sale Transaction have been determined. The “Sale Bonus” is an amount equal to the sum of 0.25% of the “Total Consideration.” Executive will have the right, in his/her sole discretion, to waive receipt of the whole or any portion of the Sale Bonus otherwise due to Executive pursuant to this Agreement if and to the extent that Executive determines that reduction in the amount of the Sale Bonus or waiver of the Sale Bonus would give Executive an income tax benefit. Any reduction by Executive of the amount of Sale Bonus received as provided in this Agreement will not affect Executive’s other rights to the Sale Bonus. Any waiver or reduction in the amount of the Sale Bonus will not affect Executive’s rights to other provisions of this Agreement. All amounts payable by the Company to Executive pursuant to this Agreement, including without limitation all cash compensation, any Sale Bonus, and any settlement of stock options, are subject to and will be reduced by amounts the Company is required to withhold for all applicable federal, state, and local income, payroll and other taxes.
