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.
Transaction Bonus. On the Closing Date, the Executive will receive a bonus or bonuses payable (1) in cash in the amount set forth on the signature page hereto (the "Cash Bonus") and (2) by crediting the Executive's Deferred Compensation Account under the Deferred Compensation Plan with the number of Deferred Common Stock Units and Deferred Preferred Stock Units obtained by dividing (y) the Deferred Common Stock Unit Dollar Amount and the Deferred Preferred Stock Unit Dollar Amount, in each case, as set forth on the signature page hereto, by (z) the price per share of Common Stock and Preferred Stock, to the extent applicable, paid by the Investors on the Closing Date in connection with the Acquisition. To the extent that the series, class or general composition of securities received by the Investors in connection with the Acquisition are modified prior to the Closing Date, Parent may then modify the number of Deferred Common Stock Units and the number of Deferred Preferred Stock Units credited to the Executive's Deferred Compensation Account as of the Closing Date in its sole discretion; provided that (i) the aggregate value of the Deferred Common Stock Units and the Deferred Preferred Stock Units will not be less than the difference between the aggregate "Transaction Bonus" set forth on the signature page hereto and the amount of the Cash Bonus and (ii) the ratio of the number of Deferred Common Stock Units to the number of Deferred Preferred Units will be equal to the ratio of the number of shares of Common Stock acquired by the Investors to the number of shares of Preferred Stock acquired by the Investors. In the event that the Executive voluntary resigns from employment with the Company or any of its subsidiaries without Good Reason within twelve months after the Closing Date or the Executive's employment with the Company or any of its subsidiaries is terminated for Cause within twelve months after the Closing Date, the Executive shall, as of the date of such resignation or termination, as the case may be, forfeit the Cash Bonus received pursuant to this Section 2(c)(iii), in its entirety, and repay such amount to the Company by remitting a certified check for such amount made payable to the Company. The forfeiture in the foregoing sentence shall not apply if Executive's employment with the Company is terminated due to his death, disability, without Cause or for Good Reason (other than pursuant to clause (i) of the definition of Good Reason).
Transaction Bonus. Within thirty (30) days following the closing date of the Merger, the Executive will receive a one-time bonus in the amount of $125,000.
Transaction Bonus. In the event of a Change of Control, then ----------------- subject to the requirements set forth in this Subsection 6(b), the Employee will receive a cash transaction bonus (the "Transaction Bonus") calculated and payable as follows:
(i) If the Employee is employed by the Company on the date of the Change of Control, the total amount of the Transaction Bonus shall be equal to one hundred and fifty percent (150%) of his annual base salary in the then prevailing amount specified in Subsection 3(a) hereof, or if such annual base salary has decreased during the one year period ending on his termination of employment, at the highest rate in effect during such one year period; and
(ii) If the Employee is employed by the Company on the date of the Change of Control and either is employed by the Company on the first anniversary thereof or is not employed by the Company on such first anniversary due to the Employee's death or disability, the Transaction Bonus shall be payable as follows:
(A) If the Employee is employed by the Company on the day of the Change of Control, one-half (1/2) of the Transaction Bonus shall be payable to the Employee on such date; and
(B) If the Employee is employed by the Company on the first anniversary of the Change of Control, the other one-half (1/2) of the Transaction Bonus shall be payable to the Employee on such date.
(C) Furthermore, if the Employee is employed by the Company on the date of the Change of Control but, due to the Employee's death or disability, the Employee is no longer employed by the Company on the first anniversary thereof, the Employee (or the Employee's beneficiary in the event of the Employee's death) shall nonetheless be entitled to the other one-half (1/2) of the Transaction Bonus, which amount shall be payable on such first anniversary. -------------------------------------------------------------------------------- Page 10 --------------------------------------------------------------------------------
(iii) If the Employee is not employed by the Company on either or both of the date of the Change of Control and the date of the first anniversary thereof due to the Employee's termination by the Company other than for Cause or due to the Employee's termination of employment for Good Reason, but if the Employee's Payment Term includes either or both such dates, the Employee shall nonetheless be entitled to the Transaction Bonus which would otherwise be payable on the date or dates which are included in such P...
Transaction Bonus. The Company shall pay the Employee a bonus equal to $300,000 (the "Transaction Bonus"); provided, however, that if the Company reasonably determines that the payment of such Transaction Bonus, together with the accelerated vesting of the Employee's stock options and restricted stock previously granted by the Company, may result in an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the amount of such Transaction Bonus shall be reduced to the extent reasonably determined by the Company to be necessary or desirable to avoid such excise tax, and the amount of such reduction shall be mutually agreed to by the Company and the Employee prior to the Merger Date. The Transaction Bonus shall be paid to the Employee in a lump sum on the Merger Date. Notwithstanding the foregoing, the Company shall not be obligated to pay the Transaction Bonus if the Employee is not employed by the Company on the Merger Date.
Transaction Bonus. Upon the closing of the Capital Raise, the Company shall pay the Executive a per transaction bonus in the amount of $75,000, in consideration for the Executive’s assistance in closing each of the Xxxxxx Xxxxxx and the SeqLL Merger (each a “Transaction Bonus”) and for any subsequent completed acquisition in excess of $8 million. Such Transaction Bonus(es) shall be paid via payroll within fifteen (15) days of the closing of such transaction(s).
Transaction Bonus. Within 10 days following the Effective Date, the Company shall pay to the Employee a lump sum cash payment in the amount of $100,000; provided, that the Employee is continuously employed by the Company through the date of such closing.
Transaction Bonus. Promptly after the Closing, and subject to and contingent upon the consummation of the Closing, the Company shall pay to the Executive the amount of $162,500 (the “Transaction Bonus”). The Company and the Executive acknowledge and agree that the Transaction Bonus would not be paid to the Executive but for the Executive’s agreement with the provisions set forth in this Agreement.
Transaction Bonus. If a Change in Control (as defined in the Plan) in which the consideration payable for shares of the Company’s common stock is comprised of at least 80% cash occurs after the Effective Date and prior to April 1, 2024, Executive shall be entitled to receive a one-time cash transaction bonus (the “Transaction Bonus”) in an amount equal to: (i) the total consideration payable in the Change in Control with respect to Executive’s then-vested 2021 Awards (including shares of the Company’s common stock previously issued to Executive under such vested awards) if such Change in Control occurs prior to April 1, 2023 or (ii) the total consideration payable in the Change in Control with respect to Executive’s then-vested 2023 Awards (including shares of the Company’s common stock previously issued to Executive under such vested awards) if such Change in Control occurs on or after April 1, 2023 and before April 1, 2024. The Transaction Bonus, if any, will be (A) in an amount calculated by the Board or Compensation Committee, (B) payable within thirty (30) days following the Change in Control, subject to Executive’s continued employment through such Change in Control, and (C) if determined by the Board prior to the Change in Control, conditioned upon Executive’s execution, delivery to the Company and non-revocation of a release of claims in a customary form acceptable to the Company in its reasonable discretion. The Board or Compensation Committee will have the authority to determine whether the consideration payable for shares of the Company’s common stock in a Change in Control is at least 80% cash, provided that such authority will be exercised in a manner consistent with the exercise of authority of the Administrator (as defined in the Plan) with respect to the corresponding determination as it relates to outstanding awards under the Plan. For purposes of this Section 4(d), for a Change in Control in which the consideration payable for shares of the Company’s common stock is not all cash, the value of the total consideration per share payable in such Change in Control will be determined by the Board or Compensation Committee with reference to the public market closing price per Share on the day that is three (3) days before the date of the Change in Control (or the last preceding trading day, if such day is not a trading day). For the avoidance of doubt, no Transaction Bonus will be payable with respect to a Change in Control (x) in which the consideration payable f...
Transaction Bonus. In the event of a Change of Control, then ----------------- subject to the requirements set forth in this Subsection 6(b), the Employee will receive a cash transaction bonus (the "Transaction -------------------------------------------------------------------------------- Page 9 --------------------------------------------------------------------------------
