Transaction Bonus Pool. The Company shall act as paying agent in effecting the payment of the Participants’ Transaction Bonus Pool and Post-Closing Transaction Bonus Pool payments through the Company’s or one of its Subsidiary’s payroll system on the date that such payments are required to be made pursuant to this Article II, subject to the terms and conditions of the Transaction Bonus Plan. The Company (or any other Person that has any withholding obligation with respect to any payment made pursuant to the Transaction Bonus Plan and this Section 2.06) shall be entitled to deduct and withhold from any payments to be made pursuant to this Section 2.06 any Taxes required to be deducted and withheld with respect to the making of such payments under the Code or any other applicable provision of Law. To the extent that amounts are so withheld and timely paid over to the applicable taxing authority, such withheld amounts shall be treated for all purposes of the Transaction Bonus Plan and this Agreement as having been paid to such Participant, as applicable, on behalf of whom such deduction and withholding was made.
Transaction Bonus Pool. Prior to the Closing Date, the Company shall enter into Transaction Bonus letters with the Participants (as defined below), in a form of transaction bonus letter provided to Parent prior to execution (with any comments from Parent to be considered in good faith), that are contingent on the Closing and that provide for the payment of bonuses as soon as practicable following the Closing Date. The bonuses payable pursuant to the Transaction Bonus letters, collectively, shall not exceed $5 million in the aggregate (each such bonus, a “Transaction Bonus”). No later than ten Business Days prior to the Closing Date, the Company shall, in consultation with Parent, identify each employee to receive a Transaction Bonus (each, a “Participant”) and shall determine the amount of such Transaction Bonus.
Transaction Bonus Pool. Prior to the Closing Date the Company shall enter into bonus letters with the persons listed in Section 7.12(b) of the Acquiror Schedules in a form reasonably acceptable to Acquiror (the “Transaction Bonus Letters”) that are contingent on the Closing and that provide for the payment of the bonuses listed in Section 7.12(b) of the Acquiror Schedules as soon as practicable following the Closing Date. The bonuses payable pursuant to the Transaction Bonus Letters, collectively, shall not exceed $10 million in the aggregate (each such bonus, a “Transaction Bonus”).
Transaction Bonus Pool. Executive shall be eligible to participate in a bonus program to be developed by the Company to incentivize and reward senior managers of the Corporation in the event of the sale of the Corporation during the Term (a “Transaction”). Upon the successful completion of a Transaction during the Term, a bonus pool (the “Transaction Bonus Pool”) shall be established in an amount that is equal to five percent (5%) of the cost the Corporation recouped in such Transaction (which on the date hereof shall be $0.34 per share, however, such amount may be increased to the extent the Corporation completes any additional financings at a price per share in excess of $0.34 per share) and ten percent (10%) of the remaining consideration value created (or profit obtained)) through such Transaction, in each case after deducting the transaction expenses. For example, if a Transaction is completed during the Term whereby each share of common stock of the Corporation shall be entitled to receive $1.00 after transaction expenses, the Transaction Bonus Pool shall be equal to 5% on the first $0.34 per share and 10% on the balance per share ($0.66 per share). The Board of Directors, in consultation with Executive, shall determine which members of the Corporation’s senior management team other than Executive shall be eligible to participate in the Transaction Bonus Pool and the percentage of the Transaction Bonus Pool that shall be awarded to each. The participation in the Transaction Bonus Pool shall be allocated as follows: Executive 50%; Chief Financial Officer, 30%; the balance to the then current senior management team.
Transaction Bonus Pool. At Closing, Buyer will pay or cause to be paid the Transaction Bonus Pool to the Escrow Agent pursuant to the terms of the Escrow Agreement, those certain bonus letters furnished by the Company to the recipients thereof in the form set forth in Exhibit E hereto (the “Transaction Bonus Letters”). Buyer shall not, and shall cause the Companies and the Subsidiaries not to, amend or modify such bonus recipients’ Transaction Bonus Letters without the applicable bonus recipients’ written consent. On or promptly after the twelve (12) month anniversary of the Closing Date (or earlier, if earlier payment is triggered under the Transaction Bonus Letters), as set forth on Schedule 2.6 of the Disclosure Schedule, Buyer and Sellers will cause the Escrow Agent to release to each applicable Company or Subsidiary (a) such portion of the Transaction Bonus Pool that is payable to the bonus recipients listed on Schedule 2.6 of the Disclosure Schedule in accordance with each such bonus recipient’s Transaction Bonus Letters, for further distribution by such Company or Subsidiary to the applicable bonus recipients in a manner consistent with the applicable Company’s or Subsidiary’s payroll practices (except that each payment made to an employee pursuant to a Transaction Bonus Letter shall be made in a check or disbursement that is separate from any other compensation or other payment to such employee, such that Taxes attributable to such payment will be separately identified); and (b) such portion of the Transaction Bonus Pool as relates to the applicable Tax and benefit plan obligations of the applicable Company or Subsidiary in connection with such payments to eligible bonus recipients. If any portion of the Transaction Bonus Pool is not earned by, and paid to, a Transaction Bonus Pool recipient pursuant to the terms of the Transaction Bonus Letters, then Buyer will cause (i) ninety percent (90%) of any such unearned and unpaid amount(s) to be paid to Kxxxx Xxxxxxxx and (ii) ten percent (10%) of any such unearned and unpaid amount(s) to be paid to Sxxxxx Xxxxxx, in each case at the time such payment would have been required to have been made to the applicable bonus recipient. Any payments made to Employees pursuant to this Section 2.6 will be treated as compensation by the applicable Company or Subsidiary at the time that they are paid.
Transaction Bonus Pool. During the Pre-Closing Period, the Company may establish a transaction bonus pool for certain employees of the Company (the “Transaction Bonus Pool”), which amount shall be inclusive of the aggregate Anniversary Transaction Bonus that may become payable and any related employer payroll taxes. The payment of any portion of the Transaction Bonus Pool to any such employee shall be contingent upon the occurrence of the Closing and such employee executing and delivering a bonus agreement (which shall include a release) in a form reasonably acceptable to the Purchaser and entering into New Hire Documents prior to the Closing (any such employee, a “Transaction Bonus Pool Participant”). The portion of the Transaction Bonus Pool payable to a Transaction Bonus Pool Participant (with respect to such Transaction Bonus Pool Participant, the “Transaction Payment Allocation”) (a) shall not exceed the estimated amount provided by the Stockholder to the Purchaser prior to the date hereof, and (b) will be paid as follows: (i) [***] of such Transaction Payment Allocation shall be paid by the Company at or promptly following the Closing; and (ii) the remaining [***] of such Transaction Payment Allocation (the “Anniversary Transaction Bonus”) shall be paid by the Purchaser (or the Company) as provided for in Schedule 2.1(f). The Stockholder shall provide a schedule of the Transaction Payment Allocation payable to each Transaction Bonus Pool Participant no later than ten (10) Business Days prior to the Closing. The Transaction Bonus Pool (and any related employer payroll taxes) shall be deemed to be Transaction Expenses.
