Common use of Transaction Bonus Clause in Contracts

Transaction Bonus. On the Closing Date, the Executive will receive a bonus or bonuses payable (1) in cash in the amount set forth on the signature page hereto (the "Cash Bonus") and (2) by crediting the Executive's Deferred Compensation Account under the Deferred Compensation Plan with the number of Deferred Common Stock Units and Deferred Preferred Stock Units obtained by dividing (y) the Deferred Common Stock Unit Dollar Amount and the Deferred Preferred Stock Unit Dollar Amount, in each case, as set forth on the signature page hereto, by (z) the price per share of Common Stock and Preferred Stock, to the extent applicable, paid by the Investors on the Closing Date in connection with the Acquisition. To the extent that the series, class or general composition of securities received by the Investors in connection with the Acquisition are modified prior to the Closing Date, Parent may then modify the number of Deferred Common Stock Units and the number of Deferred Preferred Stock Units credited to the Executive's Deferred Compensation Account as of the Closing Date in its sole discretion; provided that (i) the aggregate value of the Deferred Common Stock Units and the Deferred Preferred Stock Units will not be less than the difference between the aggregate "Transaction Bonus" set forth on the signature page hereto and the amount of the Cash Bonus and (ii) the ratio of the number of Deferred Common Stock Units to the number of Deferred Preferred Units will be equal to the ratio of the number of shares of Common Stock acquired by the Investors to the number of shares of Preferred Stock acquired by the Investors. In the event that the Executive voluntary resigns from employment with the Company or any of its subsidiaries without Good Reason within twelve months after the Closing Date or the Executive's employment with the Company or any of its subsidiaries is terminated for Cause within twelve months after the Closing Date, the Executive shall, as of the date of such resignation or termination, as the case may be, forfeit the Cash Bonus received pursuant to this Section 2(c)(iii), in its entirety, and repay such amount to the Company by remitting a certified check for such amount made payable to the Company. The forfeiture in the foregoing sentence shall not apply if Executive's employment with the Company is terminated due to his death, disability, without Cause or for Good Reason (other than pursuant to clause (i) of the definition of Good Reason).