Common use of Transaction Bonus Clause in Contracts

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 Payment Term even though the Employee is no longer then employed by the Company. Any Transaction Bonus payable in accordance with this Subsection 6(b)(iii) shall be in an amount, and shall be payable on a date, determined in accordance with Subsection 6(b)(iv) or 6(b)(v), whichever is applicable. (iv) If the Employee is not employed by the Company on the date of the Change of Control, but a Transaction Bonus is payable to the Employee in accordance with Subsection 6(b)(iii) hereof, the following shall apply: (A) The Transaction Bonus shall be in the amount calculated in accordance with Subsection 6(b)(i); (B) The Transaction Bonus shall be paid in full to the Employee (or the Employee's beneficiary in the event of the Employee's death) on the date of the Change of Control; and (C) On the date of the Change of Control, the Employee (or the Employee's personal representative or beneficiary in the event of the Employee's death) shall assign to the Company the Employee's restricted Class A Shares and the Employee's stock options for Class A Shares and any other Class A Shares or equity interest in the Company which the Employee may then own, regardless of how the Employee may have acquired such restricted stock, options, Class A Shares or equity interest. In exchange therefore, the Company shall pay to the Employee (or the Employee's beneficiary in the event of the Employee's death), on such date, an amount equal to the value of the Employee's restricted Class A Shares and the Employee's stock options for Class A Shares, to the extent such options are exercisable and such restricted stock is vested, and any other Class A Shares or equity interest in the Company -------------------------------------------------------------------------------- Page 11 -------------------------------------------------------------------------------- which the Employee may then own. Such value shall be calculated using the Class A Share Change of Control Valuation as hereinafter defined. The value of the exercisable stock options for this purpose shall be the amount by which the value of the Class A Shares, as so determined, exceeds the exercise price. (v) If the Employee is employed by the Company on the date of the Change of Control but not on the first anniversary thereof, but a Transaction Bonus is payable to the Employee in accordance with Subsection 6(b)(iii) hereof, the following shall apply: (A) The Transaction Bonus shall be in the amount calculated in accordance with Subsection 6(b)(i); and (B) The portion of the Transaction Bonus remaining unpaid upon the Employee's termination of employment with the Company shall be paid to the Employee (or the Employee's beneficiary in the event of the Employee's death) within ten (10) days following such termination of employment. (vi) Notwithstanding anything contained in this Agreement to the contrary, if the Employee breaches any of the Employee's obligations under Section 9 or 10 hereof, no further Transaction Bonus payments will be payable to the Employee.

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-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 Payment Term even though the Employee is no longer then employed by the Company. Any Transaction Bonus payable in accordance with this Subsection 6(b)(iii) shall be in an amount, and shall be payable on a date, determined in accordance with Subsection 6(b)(iv) or 6(b)(v), whichever is applicable. (iv) If the Employee is not employed by the Company on the date of the Change of Control, but a Transaction Bonus is payable to the Employee in accordance with Subsection 6(b)(iii) hereof, the following shall apply: (A) The Transaction Bonus shall be in the amount calculated in accordance with Subsection 6(b)(i); (B) The Transaction Bonus shall be paid in full to the Employee (or the Employee's beneficiary in the event of the Employee's death) on the date of the Change of Control; and (C) On the date of the Change of Control, the Employee (or the Employee's personal representative or beneficiary in the event of the Employee's death) shall assign to the Company the Employee's restricted Class A Shares and the Employee's stock options for Class A Shares and any other Class A Shares or equity interest in the Company which the Employee may then own, regardless of how the Employee may have acquired such restricted stock, options, Class A Shares or equity interest. In exchange therefore, the Company shall pay to the Employee (or the Employee's beneficiary in the event of the Employee's death), on such date, an amount equal to the value of the Employee's restricted Class A Shares and the Employee's stock options for Class A Shares, to the extent such options are exercisable and such restricted stock is vested, and any other Class A Shares or equity interest in the Company -------------------------------------------------------------------------------- Page 11 -------------------------------------------------------------------------------- which the Employee may then own. Such value shall be calculated using the Class A Share Change of Control Valuation as hereinafter defined. The value of the exercisable stock options for this purpose shall be the amount by which the value of the Class A Shares, as so determined, exceeds the exercise price. (v) If the Employee is employed by the Company on the date of the Change of Control but not on the first anniversary thereof, but a Transaction Bonus is payable to the Employee in accordance with Subsection 6(b)(iii) hereof, the following shall apply: (A) The Transaction Bonus shall be in the amount calculated in accordance with Subsection 6(b)(i); and (B) The portion of the Transaction Bonus remaining unpaid upon the Employee's termination of employment with the Company shall be paid to the Employee (or the Employee's beneficiary in the event of the Employee's death) within ten (10) days following such termination of employment. (vi) Notwithstanding anything contained in this Agreement to the contrary, if the Employee breaches any of the Employee's obligations under Section 9 or 10 hereof, no further Transaction Bonus payments will be payable to the Employee.