Sale Transaction Bonus Sample Clauses

Sale Transaction Bonus. In the event the Company consummates a Sale Transaction, the Executive shall also be entitled to receive a cash bonus equal to 100% of the Executive’s Base Salary (the “Sale Transaction Bonus”). The Sale Transaction Bonus shall be separate and apart from any other bonus amounts to which Executive shall be entitled under the Employment Agreement and shall be payable in a lump sum in cash on or before the date the Sale Transaction is consummated.”
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sale Transaction Bonus. In connection with the preliminary decision of XxxXxx’s Board of Directors on December 18, 2007 to reallocate the sale bonus pool among SunCom’s senior executives, Section 2 of the Amended Letter Agreement is hereby amended by inserting the following at the end of the second paragraph thereof: “In the event that a sale bonus is paid to Xxxxx Xxxx-Xxxxxx, XxxXxx’s Senior Vice President of Human Resources, in the amount preliminarily approved by SunCom’s Board of Directors on December 18, 2007, the Sale Bonus payable to the Executive shall equal the Sale Bonus amount as calculated above reduced by $149,047.”
Sample 1
Sale Transaction Bonus. Section 2 of the January 2007 Letter Agreement is hereby deleted in its entirety and replaced by the following: If (a) SunCom has executed an agreement to engage in a Sale Transaction (as hereinafter defined) by December 31, 2007, (b) such Sale Transaction has been consummated by December 31, 2008, (c) the Executive remains actively employed (not on a leave of absence, other than an FMLA leave of absence) with the Company through the consummation of the Sale Transaction, (d) the Executive is otherwise in compliance with the terms of the Existing Employment Agreement as may be amended at any time in the future, including by the terms of this Agreement, (e) the Executive complies with, and uses commercially reasonable efforts to take such actions as are necessary to cause the Company and its Affiliates to comply with, the terms and conditions of agreements entered into by the Executive or the Company or its Affiliates effecting or otherwise relating to the Sale Transaction, and (f) the Executive takes such action and uses commercially reasonable efforts to cause the Company or its Affiliates to implement or otherwise execute the business plan previously provided to the purchaser in connection with the Sale Transaction, the Executive will be eligible to receive a sale bonus in connection with such Sale Transaction in the following amounts (the “Sale Bonus”) based on the Sale Proceeds (as hereinafter defined): At least $2.2B $ 3,904,412 At least $2.3B $ 4,963,235 At least $2.4B $ 6,022,059 At least $2.6B $ 8,139,706 At least $2.8B $ 10,257,353 At least $3.0B $ 12,375,000 If the Sale Proceeds are less than $2,200,000,000, then the Sales Bonus amount will be extrapolated in accordance with the foregoing calculations; provided that no amounts will be paid if the Sale Proceeds are less than $1,700,000,000; further provided that such calculation shall take into consideration the Sale Bonus amounts paid to other participating executives of the Company for Sale Proceeds less than $2,000,000,000 (other than the six executives added to the Sale Bonus arrangement following the preliminary review of the proposed participants by the Board at its meeting held on August 8, 2007); and further provided that in the event the Sale Proceeds are less than $2,000,000,000, the aggregate Sale Bonus pool will be based on two percent of the Sale Proceeds. In the event that the Sale Proceeds fall between the amounts reflected above, the Sale Bonus shall be calculated by interpolating o...
Sample 1
Sale Transaction Bonus. (1) Upon the completion of any Sale Transaction (as defined below) which is publicly announced during the term of this Agreement in which the Transaction Price (as defined below) is greater than $CDN7.50 per share, the Employee shall be entitled to receive a cash payment ("Sale Transaction Bonus") in an amount calculated as the sum of: (a) for a Transaction Price of $7.51 to $10.00, the Transaction Price minus $7.50, multiplied by 0.0020; (b) plus for a Transaction Price of $10.01 to $15.00, the Transaction Price minus $10.00, multiplied by 0.0030; (c) plus for a Transaction Price of $15.01 to $20.00, the Transaction Price minus $15.00, multiplied by 0.0040; (d) plus for a Transaction Price of $20.01 and higher, the Transaction Price minus $20.00, multiplied by 0.0060 multiplied by the Outstanding Share Amount. (2) For the purposes of Section 3.1(1), the following defined terms shall have the meanings indicated:
Sample 1
Sale Transaction Bonus. If, during the first twelve months of the Term of this Employment Agreement, the Company shall complete one or more transactions that constitute (i) a sale of all or substantially all of the assets of the Company, (ii)a sale of all or substantially all of the stock of the Company or (iii) a merger or similar transaction (collectively, a “Sale Transaction”) and the Sale Transaction results in net proceeds to the Company or its stockholders, after payments of all debts, liabilities and other outstanding obligations of the Company (as shown in the Company's financial statements as of the date of the Sale Transaction, which financial statements shall be prepared in accordance with GAAP, consistently applied) ("Net Proceeds"), of more than $50,000,000, then Employee shall receive one and one-half percent (1.5%) of the amount of the Net Proceeds (the “Sale Transaction Bonus”); provided, however, that the Sale Transaction Bonus shall not exceed, and is otherwise capped at a maximum of, $1,000,000. For the avoidance of doubt, if the Company shall receive stock or other property as such consideration, the Company may distribute such stock or other property in satisfaction of the Sale Transaction Bonus obligation based on its fair market value as determined by the Board.
Sample 1
Sale Transaction Bonus. In the event a Sale Transaction (as hereinafter defined) is consummated at any time following the occurrence of a Triggering Event, SunCom shall establish a segregated bank account and deposit into such account a cash bonus pool (the “Sale Bonus Pool”), to be disbursed among Executive, the Company’s Chairman and Chief Executive Officer and the Company’s Executive Vice President of Operations (collectively, the “Senior Executives”), in the amount of (i) one-half of one percent (0.5%) of the Sale Proceeds (as hereinafter defined) payable to SunCom, SunCom’s Affiliates and/or SunCom’s stockholders in such Sale Transaction in excess of One Billion Seven Hundred Million Dollars ($1,700,000,000) Mx. Xxxx Xxxxxxx January 31, 2007 Page 3 and up to Two Billion Dollars ($2,000,000,000) and (ii) one percent (1.0%) of the Sale Proceeds payable to SunCom, SunCom’s Affiliates and/or SunCom’s stockholders in such Sale Transaction in excess of Two Billion Dollars ($2,000,000,000). SunCom shall pay to Executive an amount equal to twenty-five percent (25%) of the aggregate Sale Bonus Pool. The benefit described in this Section 2 shall be payable in a single lump sum as soon as practicable, but in no event more than ten (10) business days, following the consummation of the Sale Transaction; provided in the event that:
Sample 1
Sale Transaction Bonus. In the event a Sale Transaction (as hereinafter defined) is consummated at any time following the occurrence of a Triggering Event, SunCom shall
Sample 1
AutoNDA by SimpleDocs
Sale Transaction Bonus. If (a) SunCom has executed an agreement to engage in the Sale Transaction (as hereinafter defined) by December 31, 2007, (b) such Sale Transaction has been consummated by December 31, 2008, (c) SunCom enters into the Sale Transaction and the Sale Proceeds (as hereinafter defined) allocable to the sale of the PR Business (as defined below) equals or exceeds Five Hundred and Fifty Million Dollars ($550,000,000), (d) the Executive remains actively employed (not on a leave of absence, other than an FMLA leave of absence) with the Company through the consummation of the Sale Transaction, (e) the Executive is otherwise in compliance with the terms of the Existing Employment Agreement as may be amended ay any time in the future, including by the terms of this Agreement, (f) the Executive complies with, and uses commercially reasonable efforts to take such actions as are necessary to cause the Company and its Affiliates to comply with, the terms and conditions of agreements entered into by the Executive or the Company or its Affiliates effecting or otherwise relating to the Sale Transaction, and (g) the Executive takes such action and uses commercially reasonable efforts to cause the Company or its Affiliates to implement or otherwise execute the business plan previously provided to the purchaser in connection with the Sale Transaction, the Executive will be entitled to the payment of a sale bonus of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the “Sale Bonus”). The determination of the amount of Sale Proceeds allocable to the PR Business shall be made by SunCom’s Board in its sole discretion. The Sale Bonus shall be subject to applicable federal, state and local tax withholding required by law. Notwithstanding anything to the contrary contained herein: (i) if prior to the consummation of the Sale Transaction, the Executive’s employment is terminated by the Company without Cause or if the Executive dies, then the Executive (or his estate, as applicable) will be paid the Sale Bonus as provided in the following paragraph; and (ii) if the Executive’s employment is terminated by the Company for Cause prior to the consummation of the Sale Transaction, the Executive will be ineligible to receive any portion of the Sale Bonus. The benefit described in this Section 1 shall be payable in a single lump sum as soon as practicable, but not more than ten (10) business days following the consummation of the Sale Transaction (or receipt of Sale Proceeds which are not...
Sample 1

Related to Sale Transaction Bonus

  • Transaction Bonus In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company's Board of Directors, which transaction results in the receipt by the Company's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a "Change in Control Transaction"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to three (3) times 50% of Executive's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

  • Bonus Amount For purposes of this Agreement, "Bonus Amount" shall mean the greater of (a) the target annual bonus payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs or (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Bonus Payment Executive will receive a lump-sum payment equal to one hundred fifty percent (150%) of the higher of (A) the greater of (x) Executive’s target bonus for the fiscal year in which the Change of Control occurs (as in effect immediately prior to the Change of Control) or (y) Executive’s target bonus as in effect for the fiscal year in which Executive’s termination of employment occurs, or (B) Executive’s actual bonus for performance during the calendar year prior to the calendar year during which the termination of employment occurs. For avoidance of doubt, the amount paid to Executive pursuant to this Section 3(b)(iii) will not be prorated based on the actual amount of time Executive is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs.

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Change in Control Severance If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein. (1) A lump sum payment in an amount equal to all Base Pay and Incentive Pay (other than for the calendar year of such termination of employment) owed to the Executive for periods on or prior to the Termination Date. (2) A lump sum payment in an amount equal to two times the Executive's base salary pursuant to Section 4(a) (at the rate in effect immediately prior to the Termination Date). (3) A lump sum payment equal to two times Incentive Pay (in an amount equal to the highest amount of Incentive Pay earned by the Executive in any calendar year during the three calendar years immediately preceding the calendar year in which the Change in Control occurred). (4) In the event that the Termination Date occurs after June 30 in any calendar year, a lump sum payment equal to one times Incentive Pay for such calendar year, multiplied by a fraction, the numerator of which is the number of days between (and including) January 1 of the calendar year in which the Termination Date occurs and the Termination Date, and the denominator of which is 365. (5) For a period of 24 months following the Termination Date (the "Continuation Period"), the Company will provide the Executive with medical, dental and life insurance benefits consistent with the terms in effect for such benefits for active employees of the Company during the Continuation Period. If and to the extent that any benefit described in this Section 8(c)(5) is not or cannot be paid or provided under any Company plan or program, then the Company will pay or provide for the payment to the Executive, his dependants and beneficiaries, of such employee benefits. Without otherwise limiting the purposes of Section 8(d), employee benefits otherwise receivable by the Executive pursuant to this Section 8(c)(5) will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive's Termination Date, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. (6) The Company will pay to the Executive the cost of employee outplacement services for the Executive in the amount of $30,000. (7) The Company will pay the Executive a two-year automobile allowance in the amount provided to the Executive immediately prior to the Termination Date.

  • Separation Payment An ASF Member shall be compensated at the final rate of pay for all unused, accumulated vacation, leave time upon separation from state service, or movement to a vacation ineligible position. An employee on an unpaid leave of absence of more than one (1) year for a purpose other than accepting an unclassified position in state civil service, or an employee on layoff that results in separation from service, may elect to be compensated at the final rate of pay for unused accumulated vacation leave. This accumulated vacation payout shall not exceed two hundred and seventy-five (275) hours, except in the case of the ASF Member's death. Calculation of an ASF Member's hourly rate for purposes of computing vacation separation payment shall be based upon a base of two thousand eighty-eight (2,088) working hours per year. Appointment periods of less than one (1) year in duration shall be prorated on this basis. Except as provided in Article 16, Section C, Subdivision 4 which pertains to the separation payment to retirees, the separation payment will be made in cash.

  • Retention Bonus (a) Subject to Sections 2(b), 2(c) and 2(d) below and your continued employment through the Determination Date (as defined below), you will be eligible to receive a Retention Bonus equal to the annual bonus you would have been eligible to receive under the Company’s Annual Incentive Plan based on the Company’s actual performance for 2023, as determined by the Compensation Committee of the Board of Directors (the “Committee”) following the completion of 2023, had you been a participant in the Annual Incentive Plan with a target bonus opportunity of up to 40% of your base salary (such amount as determined by the Committee, the “Retention Bonus”), which determination shall occur between January 1, 2024 and March 15, 2024 (the date of such determination, the “Determination Date”). The Retention Bonus, if any, will be paid in cash in a lump sum between January 1, 2025 and March 15, 2025. You will continue to be considered an employee of the Company for purposes of this letter agreement if you are on a Company- approved leave of absence. (b) In the event of a Change in Control during 2024, subject to your continued employment through the earlier of: (1) the Determination Date; or (2) the date of the Change in Control, you will be eligible to receive your Retention Bonus in cash in a lump sum within 10 days following the date of the Change in Control. (c) In the event of your Involuntary Termination (as defined in the Employment Agreement) on or after the Determination Date but on or prior to the date you have received the Retention Bonus, you will be eligible to receive your Retention Bonus in cash in a lump sum within 10 days following the effective date of your Release (as defined below). As a condition to your receipt of the Retention Bonus pursuant to this Section 2(c), you shall execute and not revoke a general release of all claims in favor of the Company and its affiliates (the “Release”) in the form attached to the Employment Agreement as Exhibit A. In the event the Release does not become effective within the 55-day period following the date of your Involuntary Termination, you shall not be entitled to the Retention Bonus. (d) If your employment terminates prior to the Determination Date for any reason, then this letter agreement will terminate, and you will forfeit any right you may have to receive the Retention Bonus.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!