Special Bonus Payments. Upon a Change of Control, the ---------------------- Company shall pay to Executive a special cash bonus payment equal to the sum of (a) Executive's AIAP Vested Amount as of such Change of Control, Executive's PS Vested Amount as of such Change of Control, and Executive's PU Vested Amount as of such Change of Control (all as defined in Exhibit A); and (b) any additional funding amounts required to fully fund the Benefit (as defined in Section 5) accrued to the date of such Change of Control under Section 5 hereof. Notwithstanding the foregoing, in the event that following a Change of Control any performance period relating to any award under the AIAP or of Performance Units or Performance Shares under the LTIP within which such Change of Control occurred is completed prior to Executive's termination of employment, upon such completion Executive shall be entitled to payment in respect of each such award of an amount, if any, equal to the excess of the value of such award based on actual performance for such performance period over the AIAP Vested Amount, PU Vested Amount or PS Vested Amount, as the case may be, previously paid to Executive upon such Change of Control in respect of such AIAP award, Performance Units or Performance Shares.
Special Bonus Payments. Upon a Change of Control, the Company ---------------------- shall pay to Executive a special cash bonus payment equal to the sum of (a) Executive's AIAP Vested Amount as of such Change of Control, Executive's PS Vested Amount as of such Change of Control, and Executive's PU Vested Amount as of such Change of Control (all as defined in Exhibit E); (b) any additional premium amounts required under Exhibit F hereto; and (c) any additional funding amounts required to fully fund the SERP Benefit (as defined in Section 5) accrued to the date of such Change of Control under Section 5 hereof. Notwithstanding the foregoing, in the event that following a Change of Control any performance period relating to any award under the AIAP or of Performance Units or Performance Shares under the LTIP (as such terms are defined therein) within which such Change of Control occurred is completed prior to Executive's termination of employment with Holdings and the Company, upon such completion Executive shall be entitled to payment in respect of each such award of an amount, if any, equal to the excess of the value of such award based on actual performance for such performance period over the AIAP Vested Amount, PU Vested Amount or PS Vested Amount, as the case may be, previously paid to Executive upon such Change of Control in respect of such AIAP award, Performance Units or Performance Shares.
Special Bonus Payments. Xxxxxx, FNB and the Bank agree as follows:
(a) The Bank shall pay to Xxxxxx special bonus payments of compensation as set forth below (each, an "Annual Special Bonus"): Calendar Year Amount ------------- ----------- 2004 $ 29,235.94 2005 29,066.00 2006 29,080.06 2007 26,334.90 2008 26,125.99 2009 25,974.58 2010 11,309.54 2011 10,922.35 2012 11,018.42 The Bank and Xxxxxx acknowledge that the factors underlying the calculation of the Annual Special Bonuses (i.e. the amount of Xxxxxx'x taxable compensation from the Bank, applicable federal and state income tax rates, and the AFR rate established by the U.S. Department of the Treasury) may vary in the future. Accordingly, the Bank and Xxxxxx agree that the Bank shall review these factors in advance of each calendar year and make such modification to the Annual Special Bonus for the coming calendar year as is necessary to reflect any applicable such variation. The Annual Special Bonus for each calendar year shall be paid on or before January 15th of that calendar year.
(b) Notwithstanding the provisions of the foregoing item (a), the Bank's obligation to pay Annual Special Bonuses shall terminate as of any calendar year in which a Reversal Date occurs (in which event the provisions of Section 2(c) shall control for such calendar year).
(c) Xxxxxx, FNB and the Bank agree that no Annual Special Bonus shall be deemed a part of Xxxxxx'x Base Salary (as defined in Section 4 of the Employment Agreement) nor shall any Annual Special Bonus be deemed to be compensation (i) in determining Xxxxxx'x right to participate in any employee benefit or compensation plan, (ii) in calculating any bonus, incentive compensation or other benefit under any long-term, annual or other incentive or bonus plan of the Bank and/or FNB (or any successor to either), (iii) in calculating any Severance Payment under Section 9(d) of the Employment Agreement, or (iv) in calculating Xxxxxx'x annual compensation for purposes of, or for the benefits payable under, any retirement, pension or other similar plan or arrangement (including any SERP) of the Bank and/or FNB (or any successor to either).
Special Bonus Payments. Upon a Change of Control, subject to ---------------------- your execution of a release of claims against Holdings and the Company in the relevant form set forth on Exhibit A, the Company shall pay to you a special cash bonus payment equal to the sum of your AIAP Vested Amount, your PS Vested Amount and your PU Vested Amount (all as of the date of the Change of Control and all as defined in Exhibit B). Notwithstanding the foregoing, in the event that following a Change of Control any performance period within which such Change of Control occurred relating to any award under the AIAP or of Performance Units or Performance Shares under the LTIP (as such terms are defined therein) is completed prior to your termination of employment, upon such completion you shall be entitled to payment in respect of each such award of an amount, if any, equal to the excess of the value of such award, based on actual performance for such performance period, over the AIAP Vested Amount, PU Vested Amount or PS Vested Amount, as the case may be, previously paid to you upon such Change of Control in respect of such AIAP award, Performance Units or Performance Shares.
Special Bonus Payments. As consideration for Employee’s agreements set forth herein, the Company agrees to pay Employee the sum of $367,500, less applicable withholding taxes, payable in 18 equal bi-monthly installments (the “Special Bonus Payments”) beginning on the 91st day after the Closing Date (the “Payment Commencement Date”); provided that Employee’s employment with the Company was not terminated prior to the Payment Commencement Date by reason of Employee’s death or Disability, by the Company for Cause, or by Employee without Good Reason (as such terms are defined below). If, prior to the Payment Commencement Date, Employee dies, resigns without Good Reason, or is terminated for Cause or by reason of Disability, Employee shall not be entitled to the Special Bonus Payments, but the remaining provisions of this Agreement shall remain in effect. As used herein, the terms “Disability”, “Good Reason” and “Cause” shall have the meanings assigned to them in the Sunflower Farmers Markets, Inc. Severance Plan (the “Plan”).
Special Bonus Payments. Upon a Change of Control, subject to ---------------------- your execution of a release of claims against Holdings and the Company in the relevant form set forth on Exhibit A, the Company shall pay to you a special cash bonus payment equal to the sum of (a) a cash payment in respect of each option you hold under the LTIP equal to the higher of (i) the excess, if any, of the Fair Market Value (as defined in the LTIP) over -- the option price of such option multiplied by the number of Shares (as defined in the LTIP) subject to such option or (ii) the value of such option using the Black Scholes method of valuing such option, based on the following assumptions: Fair Market Value (as so defined), a risk free factor equal to the average rate for zero coupon United States government issues with a remaining term equal to the expected term of the option, a dividend yield calculated by dividing the annual dividend by the Fair Market Value, and volatility of 35.6% (the 4 1/2 year weighted average volatility of the Shares); and (b) your AIAP Vested Amount, your PS Vested Amount and your PU Vested Amount (all as of the date of the Change of Control and all as defined in Exhibit B). Notwithstanding the foregoing, in the event that following a Change of Control any performance period within which such Change of Control occurred relating to any award under the AIAP or of Performance Units or Performance Shares under the LTIP (as such terms are defined therein) is completed prior to your termination of employment, upon such completion you shall be entitled to payment in respect of each such award of an amount, if any, equal to the excess of the value of such award, based on actual performance for such performance period, over the AIAP Vested Amount, PU Vested Amount or PS Vested Amount, as the case may be, previously paid to you upon such Change of Control in respect of such AIAP award, Performance Units or Performance Shares.
Special Bonus Payments. As soon as practicable after the Closing, ---------------------- Leardata shall pay bonuses to the employees and in the amounts set forth on Schedule 12.2 hereto, which bonuses shall be in the aggregate amount of the ------------- Special Bonus Payments Amount. Purchaser hereby authorizes and directs X. Xxxxx and X. Xxxxx to execute and deliver all checks to the employees and in the amounts set forth on Schedule 12.2 hereto. -------------
Special Bonus Payments of the Agreement shall be amended and restated in full as follows:
Special Bonus Payments. (a) Immediately following the Closing, Worldspan shall, and Buyer shall cause Worldspan to, pay out any Special Bonus Payments that have been accrued for in the Estimated Closing Working Capital and that are payable upon the consummation of the Closing. In addition, if the Closing occurs prior to July 31, 2003, on or prior to July 31, 2003, Worldspan shall, and Buyer shall cause Worldspan to, pay out the Special Bonus Payments that have been accrued for in the Estimated Closing Working Capital and that are payable no later than such date.
(b) If (i) the Closing occurs prior to July 31, 2003 and (ii) for any reason any of the Special Bonus Payments that have been accrued for in the Estimated Closing Working Capital are not paid out in accordance with clause (a) above, Buyer shall promptly reimburse each Seller its Proportionate Share of any such unpaid amounts no later than July 31, 2003.
(c) Each Seller (other than NEWCRS), severally, shall promptly reimburse Buyer the amount of any Special Bonus Payments or any other change of control, success fee, retention, stay-put or other special bonus payment owed to any Worldspan employee as a result of an agreement entered into by Worldspan prior to Closing and payable in connection with the transactions contemplated by this Agreement (other than Special Bonus Payments, collectively, “Other Change of Control Payments”) paid out by Worldspan in excess of the aggregate amount of Special Bonus Payments and Other Change of Control Payments accrued for in the Final Closing Working Capital or paid by Worldspan prior to the Closing upon receipt of evidence showing that such payments were made by Worldspan and that such payments were not accrued for in the Final Closing Working Capital or not paid by Worldspan prior to the Closing; provided, however, that, as among Delta, Northwest and American, Delta shall be severally liable only for 40% of such amount, Northwest shall be severally liable only for 34% of such amount, and American shall be severally liable only for 26% of such amount.
Special Bonus Payments. Section 3 of the Third Amendment to Employment Agreement and First Amendments to Split-Dollar Agreements And Collateral Assignments provides that "Annual Special Bonuses" (as defined therein) shall be paid to Xxxxxx in specific circumstances. The parties acknowledge and agree that Xxxxxx will retire from employment by FNB and the Bank as of January 31, 2006 and will thereafter not be an employee or entitled to compensation as an employee of FNB or the Bank. They further acknowledge and agree that notwithstanding Xxxxxx'x retirement, the Bank shall remain obligated to pay Xxxxxx the amounts denominated as "Annual Special Bonuses" in such Section 3 when, as and in the amounts calculated in accordance with the provisions therein, in fulfillment of the Bank's obligations to Xxxxxx under the Employment Agreement, as amended.
