Special Bonus Plan Sample Clauses

Special Bonus Plan. Subject to any deferred compensation arrangements agreed to in writing between the Company and any of the senior managers of the Company identified on Exhibit K attached hereto (the "Bonus Participants"), at the Closing the Company shall make the special bonus payments to the Bonus Participants in the amounts identified on Exhibit K attached hereto, and such special bonuses shall not be taken into account as deductions in determining the Net Working Capital Amount and shall not constitute Indebtedness for purposes of this Agreement. The Company shall at the Closing assume and shall thereafter discharge and pay in full any and all liabilities of the Parent and its Affiliates (other than the Acquired Companies) with respect to such deferred compensation arrangements for the Bonus Participants.
Sample 1
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Special Bonus Plan. 37 7.5 Operation of the Business by the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . 37 7.6 Financial Statements of the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 7.7 Sales Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 7.8
Sample 1
Special Bonus Plan. (a) Immediately after the Closing, Omnicom shall cause the Purchaser to implement a special bonus plan for the senior management of the Purchaser. For each period, commencing the Stub Period and ending December 31, 2000, there shall be allocated to the special bonus plan an amount (the "SPECIAL BONUS") equal to 10% of the FIP, SIP, TIP, or FP calculation for such period, as the case may be, subject to reduction as set forth in the next sentence; provided, however, such calculation shall be made without the subtraction of the SBP or RB1 or RB2, as the case may be, provided for in the applicable payment formula under clauses (i) through (v) of Section 2.1.1 above. The Special Bonus as calculated in the preceding sentence for calendar year 1998 shall be reduced by RB1; the Special Bonus as calculated in the preceding sentence for calendar year 1999 shall be reduced by the sum of RB2 and the amount, if any, by which RB1 exceeds the Special Bonus for 1998 before reduction for RB1; and the Special Bonus for calendar year 2000 as calculated in accordance with the preceding sentence shall be reduced by the amount, if any, by which the sum of RB1 and RB2 exceeds the Special Bonuses for 1998 and 1999 before reduction for RB1 and RB2. Each period's Special Bonus shall be allocated among the senior management or the former senior management of the Purchaser as determined by Terexxx X. Xxxxxxx, xxter consultation with the President of DAS or his designee. Omnicom agrees to cause the Purchaser to pay the full amount of the Special Bonus allocated to any period. If the Special Bonus calculation for any period results in a negative number, the Special Bonus for such period shall be zero. (b) Notwithstanding anything contained in clause (a) above, it is the intention of the parties that the sum of (x) the SBP for the FP, (y) RB1 and (z) RB2, shall be equal to the higher of the sum of RB1 and RB2 or 10% of the FP before the subtraction of SBP, RB1 and RB2, and the parties agree that this Section 7.4 shall be construed accordingly.
Sample 1
Special Bonus Plan. Section 2.5(c) Stock Consideration.......................................... Section 2.1.1 Stockholders Agreement....................................... Section 10.2(f) Surviving Corporation........................................ Section 1.2 Target....................................................... Section 2.5(d) Tax Accrual.................................................. Section 2.5(e) Taxes........................................................ Section 4.16.2 Territory.................................................... Section 13.1(a) Third Party Claim............................................ Section 9.3.1 Trade Secrets................................................ Section 4.15 Underwriters................................................. Section 8.1.1 Voting Agreement............................................. Introduction (xiii) MERGER AGREEMENT THIS MERGER AGREEMENT (this "Agreement") is made as of March 31, 1999, by and among CenterPoint Advisors, Inc., a Delaware corporation ("CenterPoint"), Xxxxx Xxxx Mergersub Inc., a Delaware corporation and wholly owned subsidiary of CenterPoint ("Mergersub"), BDM&P Holdings, LLC, a Maine limited liability company (the "Seller"), Berry, Dunn, XxXxxx & Xxxxxx, Chartered, a Maine professional corporation (the "Company"), and the members of Seller identified on Exhibit A to this Agreement (each a "Member" and, collectively, the "Members").
Sample 1
Special Bonus Plan. Section 2.5(c) Stock Consideration............................................. Section 2.1.1 Stockholders.................................................... Introduction Stockholders Agreement......................................... Section 10.2(f) Surviving Corporations......................................... Section 1.2 Target.......................................................... Section 2.5(d) Tax Accrual..................................................... Section 2.5(e) Taxes........................................................... Section 4.16.2 Territory....................................................... Section 13.1(a) Third Party Claim............................................... Section 9.3.1 Trade Secrets................................................... Section 4.15
Sample 1
Special Bonus Plan. The Purchaser and the Seller acknowledge that, as of the date hereof, the Company has established the Special Bonus Plan, pursuant to which certain employees of the Company will be paid Special Bonuses (as defined in the Special Bonus Plan) which will, in part, be paid out of a portion of the Earnout Payments (if any) which otherwise would have been paid by the Purchaser to Seller pursuant to this Agreement (such portion, collectively, the “Earnout Special Bonuses”). Accordingly, at the time of any Earnout Payment to the Seller pursuant to this Agreement, the Purchaser shall pay into the Bonus Pool (as defined in the Special Bonuses Plan) an amount equal to the Earnout Special Bonuses (as contemplated by the Special Bonus Plan) and the amount of such Earnout Special Bonuses shall be deducted from the Earnout Payment otherwise required to be paid to the Seller pursuant to this Agreement.
Sample 1
Special Bonus Plan. The Special Bonus Plan shall have been adopted by the Company and approved by the Board of Directors of Parent.
Sample 1
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Special Bonus Plan. Section 2.5(c) Stock Consideration...................................... Section 2.1 Stockholders Agreement................................... Section 10.2(f) Surviving Corporation.................................... Section 1.2 Target................................................... Section 2.5(d) Tax Accrual.............................................. Section 2.5(e) Taxes.................................................... Section 4.16.2 Territory................................................ Section 13.1(a) Third Party Claim........................................ Section 9.3.1 Trade Secrets............................................ Section 4.15 Underwriters............................................. Section 8.1.1 Voting Agreement......................................... Introduction (xii) MERGER AGREEMENT THIS MERGER AGREEMENT (this "AGREEMENT") is made as of [MARCH __], 1999, by and among CenterPoint Advisors, Inc., a Delaware corporation ("CENTERPOINT"), FRC Mergersub Inc., a Michigan corporation and wholly owned subsidiary of CenterPoint ("MERGERSUB") FRF Holding, LLC (the "SELLER"), Xxxxxxx, Rudzewicz & Co., P.C., a Michigan professional corporation (the "COMPANY"), and the members of the Seller, who are also all of the stockholders of the Company identified on Exhibit A to this Agreement (each such individual, in such individual's capacity --------- as a member and stockholder, a "MEMBER" and, collectively, the "MEMBERS").
Sample 1

Related to Special Bonus Plan

  • Special Bonus In addition to the Annual Base Salary and Annual Bonus payable as hereinabove provided, if the Executive remains employed with the Company or its affiliated companies through the first anniversary of the Effective Date, the Company shall pay to the Executive a special bonus (the "Special Bonus") in recognition of the Executive's services during the crucial one-year transition period following the Change of Control in cash equal to the sum of (A) the Executive's Annual Base Salary and (B) the Highest Annual Bonus. The Special Bonus shall be paid no later than 30 days following the first anniversary of the Effective Date.

  • Incentive Bonus Plan Employee shall be eligible for a bonus opportunity of up to 65% of his annual base salary in accordance with the Company’s Incentive Bonus Plan as modified from time to time, payable in cash and/or equity of the Company (at the Company’s discretion). The bonus payment and the Company’s targeted performance shall be determined and approved by the Board or the compensation committee thereof.

  • Bonus Plan Such bonus, if any, as shall be determined upon the recommendation of the CEO by the Board (or any designated Committee of the Board comprised solely of independent directors), shall be paid in accordance with the terms and conditions of the bonus plan established for the Company (“Bonus Plan”).

  • Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Bonus Plans A bonus is a lump sum payment that is not a permanent increase to the salary base of the individual and may be granted at the discretion of the President. A bonus may be awarded at any time and may be used for a variety of salary adjustments including, but not limited to, the following:

  • Annual Incentive Plan Executive shall be entitled to participate fully in the Company's 1996 Management Incentive Compensation Plan, as amended (the "MICP"), and as may be further amended, modified, or replaced, from time to time, in accordance with the terms and conditions set forth herein and therein.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Incentive Bonuses After the Company attains profitability, the Employee shall be eligible to be considered for an annual incentive bonus. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the Board or its Compensation Committee. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding. Except as expressly provided in this Agreement, the Employee shall not be entitled to an incentive bonus if he is not employed by the Company on the date when such bonus is payable.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

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