Common use of Transaction Bonus Clause in Contracts

Transaction Bonus. 3.1 Effective as of the Amendment Date, during the Contract Term, and provided Executive is still employed by the Company and has not given notice of her intent to terminate her employment, upon consummation of a Change in Control (as defined herein) or sale of an Operating Subsidiary, in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one percent (0.75%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating Subsidiary. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control or sale of an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the Change in Control or sale of an Operating Subsidiary, taking into account such factors as the Committee deems appropriate, and less, in case of the initial transaction, (a) cash or cash equivalents held by the Company as of the date of the Change in Control or sale of an Operating Subsidiary, and (b) any expenses attributable to the Change in Control or sale of an Operating Subsidiary.

Transaction Bonus. 3.1 Effective as of the Amendment Date, during the Contract Term, and provided Executive is still employed by the Company and has not given notice of her intent to terminate her employment, upon Upon consummation of a Change in Control (as defined herein) or sale of an Operating SubsidiarySubsidiary during the Term, in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one percent (0.751.00%) of the “Transaction Value”, ” in excess of $50 million. Transaction Value which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating Subsidiary. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. e.g., cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus Change in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretionControl. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paidBonus, the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, in either which case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control or sale of an Operating Subsidiary transaction, as determined by the Company in its sole reasonable discretion immediately prior to the consummation of the Change in Control or sale of an Operating Subsidiary, taking into account such factors as the Committee Board deems appropriate, and less, in case of the initial transaction, (a) cash or cash equivalents held by the Company as of the date of the Change in Control or sale of an Operating Subsidiary, and (b) any expenses attributable to the Change in Control or sale of an Operating Subsidiary.

Transaction Bonus. 3.1 Effective as of the Amendment Date, during During the Contract Term, and provided Executive is still employed by the Company and has not given notice of her his intent to terminate her his employment, upon consummation of a Change in Control (as defined herein) or sale of an Operating Subsidiary), in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one percent (0.75%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating SubsidiaryControl. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, same provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates her his employment for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control or sale of an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the Change in Control or sale of an Operating SubsidiaryControl, taking into account such factors as the Committee deems appropriate, and less, in case of the initial transactionall cases, (a) cash or cash equivalents held by the Company as of the date of the Change in Control or sale of an Operating SubsidiaryControl, and (b) any expenses attributable to the Change in Control or sale of an Operating SubsidiaryControl.

Transaction Bonus. 3.1 Effective as of the Amendment Date, during the Contract Termterm of Executive’s employment, and provided Executive is still employed by the Company and has not given notice of her his intent to terminate her his employment, upon consummation of a Change in Control (as defined herein) or sale of an Operating Subsidiary, in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one and seven-tenths percent (0.751.7%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating Subsidiary. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, same provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates her his employment for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control of sale or sale of an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the Change in Control of sale or sale of an Operating Subsidiary, taking into account such factors as the Committee deems appropriate, and less, in case of the initial transaction, (a) cash or cash equivalents held by the Company as of the date of the Change in Control of sale or sale of an Operating Subsidiary, and (b) any expenses attributable to the Change in Control or sale of an Operating Subsidiary.

Transaction Bonus. 3.1 Effective as During the term of the Amendment Date, during the Contract TermExecutive’s employment, and provided Executive is still employed by the Company and has not given notice of her his intent to terminate her his employment, upon consummation of a Change in Control (as defined herein) or sale of an Operating Subsidiary), in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one and seven-tenths percent (0.751.7%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating SubsidiaryControl. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, same provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates her his employment for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control or sale of an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the Change in Control or sale of an Operating SubsidiaryControl, taking into account such factors as the Committee deems appropriate, and less, in case of the initial transactionall cases, (a) cash or cash equivalents held by the Company as of the date of the Change in Control or sale of an Operating SubsidiaryControl, and (b) any expenses attributable to the Change in Control or sale of an Operating SubsidiaryControl.

Transaction Bonus. 3.1 Effective as of the Amendment Date, during During the Contract Term, and provided Executive is still employed by the Company and has not given notice of her intent to terminate her employment, upon consummation of a Change in Control (as defined herein) or sale of an Operating Subsidiary), in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be eligible to receive a Transaction Bonus equal to three quarters of one percent (0.75%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating SubsidiaryControl. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive must be employed on the payment date of either portion of the Transaction Bonus in order to be eligible for same, provided, however, that such requirement shall not apply in the event that, after a Change in Control or sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, in either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, subject to the terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the Change in Control or sale of an Operating Subsidiary transaction, as determined by the Company in its sole discretion immediately prior to the consummation of the Change in Control or sale of an Operating SubsidiaryControl, taking into account such factors as the Committee deems appropriate, and less, in case of the initial transactionall cases, (a) cash or cash equivalents held by the Company as of the date of the Change in Control or sale of an Operating SubsidiaryControl, and (b) any expenses attributable to the Change in Control or sale of an Operating SubsidiaryControl.