SPECIAL TRANSACTION BONUS. If the closing of a Change of Control occurs before the one year anniversary of the Execution Date and Executive is employed by the Company on the closing date, then Executive shall be paid within five (5) days after the Change of Control a bonus (the "Special Transaction Bonus") of up to $706,250, which will be calculated pursuant to the criteria set forth in Attachment C to this Agreement. The Special Transaction Bonus is in addition to any Annual Bonus Executive may earn pursuant to Section 4(B) of this Agreement, or any Change of Control Termination Payment or any Termination Payment Executive is entitled to be paid pursuant to Section 7 of this Agreement.
SPECIAL TRANSACTION BONUS. (i) If a Change of Control occurs by the Transaction Deadline and Executive is employed by the Company on such Change of Control, then Executive shall be paid within five (5) days after the Change of Control a bonus (the “Special Transaction Bonus”) of up to $706,250.00, which will be calculated pursuant to the criteria set forth in Attachment C to this Agreement. The Special Transaction Bonus is in addition to any Annual Bonus Executive may earn pursuant to Section 4(B) of this Agreement, or any Change of Control Termination Payment or any Termination Payment Executive is entitled to be paid pursuant to Section 7 of this Agreement.
(ii) For purposes of this Section 4(D), the following terms shall have the meanings ascribed to them below:
SPECIAL TRANSACTION BONUS. The Company, in furtherance of a desire and general purpose to preserve and enhance its value for the benefit of itself and its shareholders, desires to make provision for Executive to receive a special transaction bonus (the "Special Transaction Bonus") as a result of a transaction occurring during the term or within 12 months thereafter in which the Company (i) with the approval of its Board of Directors, (ii) enters into and concludes a merger with and into another entity in which the Company is not the surviving entity or a sale of all or substantially all of the Company's assets (a "Special Transaction") and (iii) in which the value of the Special Transaction is $5 million or more (the "Special Transaction Value"). As an incentive to Executive, the Company shall pay to Executive upon consummation of a Special Transaction, a Special Transaction Bonus equal to 1% of the Special Transaction Value in excess of $5 million.
SPECIAL TRANSACTION BONUS. If the closing of a Change of Control occurs before May 8, 2018, and Executive is employed by the Company on the closing date, then Executive shall be paid within five (5) days after the Change of Control a bonus (the “Special Transaction Bonus”) of up to $420,833.33, which will be calculated pursuant to the criteria set forth in Attachment C to this Agreement, provided that the Special Transaction Bonus will be reduced by the amount of proceeds paid to Executive in connection with such Change of Control in exchange for the Set-Off Shares (as defined below). The Special Transaction Bonus is in addition to any Annual Bonus Executive may earn pursuant to Section 4(B) of this Agreement, or any Change of Control Termination Payment or any Termination Payment Executive is entitled to be paid pursuant to Section 7 of this Agreement. (ii) As used in this Section 4(C), the term “Set-Off Shares” means those shares granted to Executive under the Restricted Stock Agreement by and between Executive and the Company dated October 14, 2016 (the “Existing Restricted Stock Agreement”) which are unvested immediately prior to the closing date of the Change of Control, provided that, for purposes of determining the number of Set-Off Shares pursuant to this Section 4(C) only, the 50,000 shares which remained subject to vesting under the terms of the Existing Restricted Stock Agreement immediately following the date of grant shall be treated as if they were to vest ratably based upon the passage of whole calendar months from January 1, 2016 through December 31, 2018. By way of example only, the number of those 50,000 shares treated as if they were vested immediately prior to the closing date of a Change of Control shall be calculated by multiplying those 50,000 shares by a fraction, the numerator of which is the number of full calendar months elapsed from January 1, 2016 and the end of the calendar month immediately preceding the closing date of the Change of Control, and the denominator of which is thirty-six (36) months, meaning, if a Change of Control closes on December 1, 2017, the number of shares treated as vested for purposes of the calculation of the number of Set-Off Shares will be (a) 50,000, multiplied by (b)(1) twenty-three (23) months, divided by (2) thirty-six (36) months, or 31,944 shares, and the number of Set-Off Shares will be 18,056 (50,000 – 31,944 = 18,056).” 2. Section 7(A). Section 7(A) of the Agreement is hereby deleted in its entirety and replaced with ...
SPECIAL TRANSACTION BONUS. Vishay Europe shall pay, or shall cause Vishay to pay, Executive a $500,000 special transaction related cash bonus within 30 days after the consummation of the spin-off of Vishay Precision Group Inc. from Vishay.
SPECIAL TRANSACTION BONUS. Within 30 days after the consummation of the spinoff of Vishay Precision Group Inc. from Vishay, Vishay shall pay Executive a $500,000 special transaction related cash bonus.”
4. Section 5.1 of the Employment Agreement is hereby amended to read as follows
SPECIAL TRANSACTION BONUS. In the event of a Change in Control occurring during the Term, provided that there are shares of preferred stock that remain outstanding and provided that the holders of the Company’s outstanding shares of preferred stock receive, after payment of the special transaction bonus provided herein, proceeds in the aggregate equal to at least one times their original purchase price for their shares of preferred stock in the Change in Control transaction, Employee shall be entitled to receive from the aggregate proceeds payable to all stockholders of the Company in the Change in Control transaction a special transaction cash bonus, which, when added to the amount to be received by Employee in such transaction for all outstanding shares of capital stock of the Company and any vested options and/or warrants to acquire shares of capital stock of the Company (“Employee’s Equity”), will result in Employee receiving total proceeds equal to four percent (4%) of the net proceeds payable to the Company’s stockholders and holders of outstanding options and/or warrants in such Change in Control transaction. Examples of the transaction bonus calculation are attached as Exhibit A.
SPECIAL TRANSACTION BONUS. The Executive has been designated to participate in a Transaction Bonus Program involving possible strategic initiatives related to CSXWT being considered by CSX Senior Management. The amount of the actual Special Transaction Bonus to be paid will be discretionary and determined solely by the Chief Executive Officer of CSX. In applying this discretion, the Chief Executive Officer of CSX will consider the value received by CSX from a third-party buyer (“Buyer”) compared to the estimates provided by the investment banking firm(s) representing CSX, as a result of a sale of all, or substantially all, of the assets of CSXWT, including a sale of the stock of CSXWT’s parent company, SL Service, Inc. (the “Transaction”). This amount is payable by the Company or an affiliated company, subject to applicable withholdings, as soon as practicable following the Closing of a Transaction (the “Special Transaction Bonus”).
SPECIAL TRANSACTION BONUS. (a) In the event a third party purchases all, or substantially all, of the stock or assets of the Company (a “Change of Control Transaction”) prior to the closing of the Company’s current IPO process or the Company’s next private equity financing, upon the closing of such transaction, Employee will receive a transaction bonus in the amount of $150,000. The right to receive this transaction bonus will expire upon the closing of the IPO or the completion of the next private equity financing.
(b) In the event the current IPO process does not occur, the Company elects to raise capital in a private equity financing, and a Change of Control Transaction occurs subsequent thereto (but prior to any IPO of the Company), Employee will be entitled to a special transaction bonus. Provided that there are shares of preferred stock that remain outstanding and provided that the holders of the Company’s outstanding shares of preferred stock receive, after payment of the special transaction bonus provided herein, proceeds in the aggregate equal to their original purchase price for their shares of preferred stock in the Change in Control transaction, Employee shall be entitled to receive from the aggregate proceeds payable to all stockholders of the Company in the Change in Control transaction a special transaction cash bonus, which, when added to the amount to be received by Employee in such transaction for all outstanding shares of capital stock of the Company and any vested options and/or warrants (net of acquisition cost) to acquire shares of capital stock of the Company (“Employee’s Equity”), will result in Employee receiving total proceeds equal to nine-tenths of one percent (0.9%) of the net proceeds payable to the Company’s stockholders and holders of outstanding options and/or warrants in such Change in Control transaction. The right to receive this special cash transaction bonus will expire upon any IPO of the Company.
SPECIAL TRANSACTION BONUS. If the closing of a Change of Control occurs before the one year anniversary of the Execution Date and Executive is employed by the Company on the closing date, then Executive shall be paid within five (5) days after the Change of Control a bonus (the “Special Transaction Bonus”) of up to $420,833.33, which will be calculated pursuant to the criteria set forth in Attachment C to this Agreement, provided that the Special Transaction Bonus will be reduced by the amount of proceeds paid to Executive in connection with such Change of Control in exchange for the restricted shares granted to Executive under the Restricted Stock Agreement by and between Executive and magicJack dated October 14, 2016 (the “Existing Restricted Stock Agreement”), other than such shares which were vested upon the grant date of the Existing Restricted Stock Agreement. For the avoidance of doubt, the intent of the foregoing sentence is that Executive’s Special Transaction Bonus shall be reduced by amounts paid to him in exchange for the restricted shares issued to him under the Existing Restricted Stock Agreement but only those shares that were subject to vesting. The Special Transaction Bonus is in addition to any Annual Bonus Executive may earn pursuant to Section 4(B) of this Agreement, or any Change of Control Termination Payment or any Termination Payment Executive is entitled to be paid pursuant to Section 7 of this Agreement.
