Common use of Transaction Bonus Clause in Contracts

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 for shares of the Company’s common stock is not comprised of at least 80% cash or (y) that occurs on or after April 1, 2024.

Transaction Bonus. If 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 (as defined Transaction, but which, nonetheless, involves a significant change in the Plan) in which ownership of the consideration payable for shares Company or the composition of the Board of Directors of the Company’s common stock is comprised , or which results in receipt 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 premium for the Company’s common stock previously issued to 's stockholders (a "Significant Event"). In the event 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 receives a Transaction Bonus, if any, no Achievement Bonus will be (A) paid to Executive in an amount calculated by the Board or Compensation Committee, (B) payable within thirty (30) days following the Change year in Control, subject to Executive’s continued employment through which such Change in Control, and (C) if determined by the Board prior to the Change in Control, conditioned upon Executive’s execution, delivery to Transaction Bonus is paid. If the Company and non-revocation of enters into 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 transaction which is a Change in Control is at least 80% cashTransaction, provided that such authority will be exercised in a manner consistent with the exercise of authority then all of the Administrator (as defined Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the Plan) with respect shares of the common stock of the Company awarded to the corresponding determination as it relates to outstanding awards Executive under the PlanCompany's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. For purposes of this Section 4(d), for 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 which its sole discretion, determine that all, or a portion, of the consideration payable for 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 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 Company awarded 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 for shares of Executive under the Company’s common stock is not comprised of at least 80% cash or (y) that occurs on or after April 1's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 20241999 shall become fully vested.