Common use of Bonus Pool Clause in Contracts

Bonus Pool. (a) Prior to the Mailing Date, NYBOT shall deliver to ICE and the Exchange Agent, in writing, a schedule (the “Allocation Schedule”) setting forth an allocation of up to an aggregate amount in cash and up to an aggregate number of shares of ICE Common Stock, in each case as set forth on Annex 4.6, to certain directors and employees of NYBOT and its Subsidiaries (in the aggregate, the “Bonus Pool”). With respect to the Bonus Pool, the Allocation Schedule shall identify the full name and such other identifying information as ICE may reasonably request with respect to each of the directors and employees of NYBOT and its Subsidiaries that NYBOT desires to receive a portion of the Bonus Pool, together with details of the amount of cash (in the aggregate, the “Awarded Cash Consideration”) and number of shares of ICE Common Stock (in the aggregate, the “Awarded Share Number”) in the Bonus Pool to be provided to each such director and employee. If any of the Bonus Pool has not been allocated to such directors and employees of NYBOT, the amount of (i) any unallocated cash plus (ii) any unallocated shares of ICE Common Stock shall be allocated to the Members (the “Members’ Allocation”). (b) ICE shall cause the Exchange Agent to include in the transmittal materials to be provided to Members pursuant to Section 4.4(b) a notice of the amount of the aggregate Members’ Allocation divided by the number of Membership Interests then issued and outstanding (the “Per Interest Additional Consideration”). The Per Interest Additional Consideration shall be payable to the Members in the relative proportions of cash and shares of ICE Common Stock in which such Member is entitled to receive the other Merger Consideration pursuant to Section 4.3, taking into account the Exchange Agent’s pro ration process pursuant to Section 4.3. The “Per Interest Additional Cash Consideration” means the cash portion of such Per Interest Additional Consideration. The “Per Interest Additional Stock Consideration” means the ICE Common Stock portion of such Per Interest Additional Consideration.

Bonus Pool. (a) Prior to the Mailing Date, NYBOT shall deliver to ICE and the Exchange Agent, in writing, a schedule (the “Allocation Schedule”) setting forth an allocation of up to an aggregate amount in cash and up to an aggregate number of shares of ICE Common Stock, in each case as set forth on Annex 4.6, to certain directors and employees of NYBOT and its Subsidiaries (in the aggregate, the “Bonus Pool”). With respect to the Bonus Pool, the Allocation Schedule shall identify the full name and such other identifying information as ICE may reasonably request with respect to each of the directors and employees of NYBOT and its Subsidiaries that NYBOT desires to receive a portion of the Bonus Pool, together with details of the amount of cash (in the aggregate, the “Awarded Cash Consideration”) ” and number of shares of ICE Common Stock (in the aggregate, the “Awarded Share Number”) in the Bonus Pool to be provided to each such director and employee. If any of the Bonus Pool has not been allocated to such directors and employees of NYBOT, the amount of (i) any unallocated cash plus (ii) any unallocated shares of ICE Common Stock shall be allocated to the Members (the “Members’ Allocation”). (b) ICE shall cause the Exchange Agent to include in the transmittal materials to be provided to Members pursuant to Section 4.4(b) a notice of the amount of the aggregate Members’ Allocation divided by the number of Membership Interests then issued and outstanding (the “Per Interest Additional Consideration”). The Per Interest Additional Consideration shall be payable to the Members in the relative proportions of cash and shares of ICE Common Stock in which such Member is entitled to receive the other Merger Consideration pursuant to Section 4.3, taking into account the Exchange Agent’s pro ration process pursuant to Section 4.3. The “Per Interest Additional Cash Consideration” means the cash portion of such Per Interest Additional Consideration. The “Per Interest Additional Stock Consideration” means the ICE Common Stock portion of such Per Interest Additional Consideration.

Bonus Pool. (a) Prior FII may, at its sole discretion, select any Founder Institute Graduate Company formed during the Semester by an Founder Institute program participant attending sessions at the same time and location as Founder to the Mailing Date, NYBOT shall deliver to ICE and the Exchange Agent, in writing, a schedule (the “Allocation Schedule”) setting forth an allocation of up to an aggregate amount in cash and up to an aggregate number of shares of ICE Common Stock, in each case as set forth on Annex 4.6, to certain directors and employees of NYBOT and its Subsidiaries (participate in the aggregate, Bonus Pool (each an “Eligible Company”). All Equity Consideration and Acquisition Value Rights granted to FII by the Eligible Companies shall be collectively referred to as the “Bonus Pool”).” Each Bonus Pool is limited to the Eligible Companies participating in the same session and at the same location. With respect Founder shall be eligible to participate in the Bonus Pool by contributing Equity Consideration or Acquisition Value Rights from an Eligible Company to the Bonus Pool, subject to the Allocation Schedule shall identify terms below: A. Any proceeds actually received by FII resulting from the full name Acquisition Value Rights and such other identifying information as ICE may reasonably request with respect to each the sale of the directors and employees of NYBOT and its Subsidiaries that NYBOT desires to receive a portion of the Bonus Pool, together with details of the amount of cash (in the aggregate, the “Awarded Cash Consideration”) and number of shares of ICE Common Stock (in the aggregate, the “Awarded Share Number”) Equity Consideration in the Bonus Pool or the sale of any securities underlying such Equity Consideration or Acquisition Value Rights shall be referred to be provided to each such director and employee. If any as “Bonus Proceeds.” B. FII will set aside twenty-five percent (25%) of all Bonus Proceeds received within fifteen (15) years of the start of the Semester from the Bonus Pool has not been allocated to such directors and employees of NYBOT, the amount of (i) any unallocated cash plus (ii) any unallocated shares of ICE Common Stock shall be allocated to the Members (the “Members’ AllocationAvailable Bonus Proceeds”) for the Eligible Participants (as defined below). (b) ICE shall cause the Exchange Agent to include in the transmittal materials to C. The Available Bonus Proceeds will be provided to Members pursuant to Section 4.4(b) a notice of the amount of the aggregate Members’ Allocation divided by the number of Membership Interests then issued and outstanding (the “Per Interest Additional Consideration”). The Per Interest Additional Eligible Companies contributing Equity Consideration shall be payable or Acquisition Value Rights to the Members in Bonus Pool and the relative proportions resulting quotient will be referred to as a “Bonus Pool Share.” D. All of cash and shares the Founders of ICE Common Stock in which such Member is an Eligible Company that contributes Equity Consideration or Acquisition Value Rights to the Bonus Pool (each an “Eligible Participant”) shall collectively be entitled to receive a Bonus Pool Share. Such Bonus Pool Share shall be shared equally among the Founders of any such Eligible Company. For instance, if two (2) Eligible Participants form one (1) Eligible Company that contributes Equity Consideration or Acquisition Value Rights to the Bonus Pool, then each such Eligible Participants will be entitled to one-half (or 50%) of a Bonus Pool Share. E. FII will attempt to distribute any Available Bonus Proceeds received by FII to the Eligible Participants twice annually in accordance with their Bonus Pool Shares. At FII’s option, Available Bonus Proceeds will be distributed in cash or by check, wire transfer, cancellation of indebtedness or any combination thereof. Each distribution will include a statement of expenses providing reasonable detail on the taxes, fees, expenses and other Merger costs that were deducted from such distribution. No Eligible Participant shall have any audit rights pertaining to the Bonus Pool, any Bonus Proceeds or any Available Bonus Proceeds. F. FII will attempt to notify each Eligible Participant of a distribution using the contact information provided to FII in writing by such Eligible Participant. If FII is unable to notify an Eligible Participant using such contact information within forty-five (45) days of FII’s initial attempt, such Eligible Participant shall be terminated from the Bonus Pool and all Available Bonus Proceeds owed to such Eligible Participant shall be allocated to FII. In addition, any Available Bonus Proceeds that such Eligible Participant would have been entitled to in the future will be allocated to FII. G. Bonus Proceeds shall be net of the exercise prices of the Equity Consideration, applicable taxes and any legal, arbitration, escrow, banking, administrative and other reasonable fees, expenses and costs incurred by FII in connection with administering the Bonus Pool, the exercise or sale of the Equity Consideration pursuant to Section 4.3, taking into account or Acquisition Value Rights and the Exchange Agentsale of the securities underlying the Equity Consideration or Acquisition Value Rights. H. The exercise or sale of any Equity Consideration or Acquisition Value Rights and/or the sale of any securities received upon exercise of Equity Consideration or from the Acquisition Value Rights shall be in FII’s pro ration process pursuant to Section 4.3. The “Per Interest Additional Cash Consideration” means the cash portion of such Per Interest Additional Consideration. The “Per Interest Additional Stock Consideration” means the ICE Common Stock portion of such Per Interest Additional Considerationsole discretion.