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.