Common use of Transaction Bonus Clause in Contracts

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. On the Closing Date, the Executive will receive a bonus or bonuses payable (1a) in cash in the amount set forth on the signature page hereto At least five (the "Cash Bonus"5) 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 Business Days prior to the Closing DateClosing, Parent may then modify Sellers will notify Purchaser of the number of Deferred Common Stock Units extent to which Sellers have elected to grant to Business Employees, Management Persons, Xxx Xxxxxxx and Xxx Xxxxxxxx (collectively, the number of Deferred Preferred Stock Units credited “Bonus Recipients”) a Transaction Bonus, which Transaction Bonus shall not exceed $10 million in the aggregate. If Sellers shall have so notified Purchaser, any amounts to be paid to the Executive's Deferred Compensation Account Bonus Recipients as of the Closing Date in its sole discretion; provided that (i) will be paid by the aggregate value of the Deferred Common Stock Units Company, less applicable Tax withholdings, and the Deferred Preferred Stock Units Purchase Price and the Closing Cash Payment will be reduced by a like amount; provided, that to the extent such Transaction Bonuses so deducted from the Purchase Price would be an accrued liability for purposes of determining Working Capital, such amounts will be excluded from the calculation of Working Capital. (b) At Sellers’ request prior to the Closing, the Company after the Closing shall pay the Bonus Recipients, less applicable Tax withholdings, additional amounts attributable to the Transaction Bonus (the “Post-Closing Transaction Bonus”), with the amounts and the intervals as to payment of such Post-Closing Transaction Bonus specified by Sellers at least five (5) Business Days prior to the Closing; provided, that such payments shall not be less tied to any conditions other than the difference between the aggregate "Transaction Bonus" set forth on the signature page hereto and the amount of the Cash such 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 Recipients’ continued employment with the Company or any of its subsidiaries without Good Reason within twelve months after and following the Closing Date or shall not otherwise be subject to any discretion on the Executive's employment part of Sellers. The amount of any such Post-Closing Transaction Bonus will reduce the Purchase Price and the Closing Cash Payment at Closing by such amount, except that if any Bonus Recipient is no longer employed by the Company at the time the Bonus Recipient is to receive any portion of the Post-Closing Transaction Bonus, such amount will not be paid to such Bonus Recipient by the Company and such amount instead will be paid to Sellers, and will then constitute an increase to the Purchase Price. Purchaser will cause the Company to pay the Post-Closing Transaction Bonus to the Bonus Recipients in accordance with this paragraph and the instructions (consistent with the Company or any of its subsidiaries is terminated for Cause within twelve months after above) provided by 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)Sellers.