Bonus Amount For purposes of this Agreement, “Bonus Amount” shall mean the greater of (a) the target annual bonus that would be payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs assuming that both the Corporation and the Executive satisfy 100% (but not in excess of 100%) of the performance objective(s) specified in or pursuant to the applicable agreement, policy, plan, program or arrangement and communicated to the Executive, and (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.
Signing Bonus The Company shall pay the Executive a one-time signing bonus of Fifty thousand dollars ($50,000) within sixty (60) days of the Executive’s Start Date (the “Signing Bonus”), less payroll deductions and all required withholdings. If the Executive resigns from employment with the Company without Good Reason or the Company terminates the Executive’s employment for Cause, in each case prior to the first anniversary of the Start Date, the Executive must repay to the Company a pro rata portion of the Signing Bonus representing the remainder of the period between the date of termination and the one year anniversary of the Start Date. If any repayment is due to the Company pursuant to this Section, the Executive agrees that the amount of the repayment due is payable in full immediately via personal check or payroll deduction and the Executive agrees to permit the Company to deduct this amount from any monies or benefits due to the Executive including wages, bonuses, reimbursements and/or expenses and any remaining amounts are the Executive’s responsibility, payable via personal check immediately but in no event later than thirty (30) days of the Executive’s last day of employment with the Company.
Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.
Cash Bonus Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365);
Sale Bonus The Executive shall be paid a sale bonus ( the "Sale Bonus") if the Company is sold pursuant to a merger, sale of assets or sale of stock as a result of the Company's inability, after commercially reasonable efforts are made, to refinance the Company's indebtedness to the Lenders under the Credit Agreement, other than due to the Company's default under the Credit Agreement, by the initial maturity of the Credit Agreement (hereinafter, a "Sale Event"), as follows: if the Sale Event occurs subsequent to the initial maturity of the Credit Agreement,second anniversary of the Effective Date but prior to the expiration of the Initial Term or any renewal term of this Agreement, the executive management team of the Company shall be entitled to receive an amount equal to two and one-half percent (2 1/2%) of the gross sales price realized by the Company from the Sale Event (the "Management Bonus"), and the Executive shall be entitled to receive an amount equal to twenty-one and 43/100 percent (21.43%) of the Management Bonus at the closing of the Sale Event. For purposes hereof, the following individuals shall constitute the executive management team of the Company: Mark Gordon, O.D.; Andrew Alcorn; Ellen Gordon; Richard Jones; and Howard Levin, O.D. If any of such individuals cease to be employed by the Company, the Chief Executive Officer of the Company may allocate such individual's percentage of the Management Bonus to another individual, or reallocate the Management Bonus among the remaining members of the executive management team named in this Section 3 (d), subject to the approval of the Board of Directors or the appropriate committee thereof.
Special Bonus In addition to the Annual Base Salary and Annual Bonus payable as hereinabove provided, if the Executive remains employed with the Company or its affiliated companies through the first anniversary of the Effective Date, the Company shall pay to the Executive a special bonus (the "Special Bonus") in recognition of the Executive's services during the crucial one-year transition period following the Change of Control in cash equal to the sum of (A) the Executive's Annual Base Salary and (B) the Highest Annual Bonus. The Special Bonus shall be paid no later than 30 days following the first anniversary of the Effective Date.
Annual Cash Bonus For each calendar year ending during the Employment Period beginning with calendar year 2021, the Executive shall be eligible to earn a cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or program applicable to senior executives targeted at 30% of the Executive’s Base Salary paid with respect to such year (the “Target Bonus”). The actual amount of any Annual Bonus shall be determined by the Board (or a subcommittee thereof) in its discretion, based on the achievement of individual and/or Company performance goals as determined by the Board (or a subcommittee thereof), and shall be pro-rated for any partial year of employment. The payment of any Annual Bonus, to the extent any Annual Bonus becomes payable, will be made on the date on which annual bonuses are paid generally to the Company’s senior executives, but in no event later than March 15th of the calendar year following the calendar year in which such Annual Bonus was earned. Except as provided in Section 4, payment of the Annual Bonus shall be subject to the Executive’s continued employment through the payment date.
Cash Incentive Bonus You will be eligible to receive incentive payments under the Company’s Executive Bonus Plan or other applicable bonus plan in use by the Company (the “Cash Bonus”), paid after the close of the applicable performance period based upon performance of the Company relative to financial and other performance goals as reasonably established by, and in the sole discretion of, the Board or any Compensation Committee of the Board (the “Committee”), as applicable. For 2015, the annual target amount for your Cash Bonus will be $50,000 (your “Target Bonus”), less all required tax withholdings and other applicable deductions. Your Target Bonus for any subsequent year may be adjusted up or down, as determined in the sole discretion of the Board or the Committee, as applicable. You shall not earn a Cash Bonus, unless you are employed by the Company on the date when such Cash Bonus is actually paid by the Company. In addition, the Board and/or the Committee reserves the right to pay discretionary bonuses in its sole discretion.
Annual Bonus In addition to Annual Base Salary, Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to Executive’s highest annual bonus for the last three full fiscal years prior to the Effective Date (annualized in the event that Executive was not employed by the Company for the whole of such fiscal year). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus.
Transaction Bonus 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 Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. 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 its sole discretion, determine that all, or a portion, of the 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 common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.