Common use of Transaction Bonuses Clause in Contracts

Transaction Bonuses. The Parties hereto agree that payment of the Transaction Bonuses contemplated in Sections 6.12(b) and 6.18 of the Stock Purchase Agreement, and the corresponding determination of reductions in the Purchase Price and Closing Cash Payment pursuant to Section 1.02(a) of the Stock Purchase Agreement, if applicable, shall be treated as follows, and Section 6.18 of the Stock Purchase Agreement will be deemed amended accordingly in connection with these provisions: (a) the Company has prior to the Closing Date: (i) paid to ADP an amount equal to $3,229,579 in the aggregate for payment of (x) Transaction Bonuses immediately upon Closing to certain Bonus Recipients listed on Schedule 6.18 (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients) and (y) certain amounts to ▇▇▇▇▇▇▇ ▇▇▇ (in the case of Yen, to satisfy a pre-existing contractual commitment to Yen by the Company); (ii) paid an amount equal to $400,000 to ▇▇▇ ▇▇▇▇▇▇▇ and $20,000 to ▇▇▇ ▇▇▇▇▇▇▇▇ as Transaction Bonuses; and such amounts will not be treated as a reduction in Purchase Price or the Closing Cash Payment to the extent paid by ADP or the Company for Transaction Bonuses; (b) the Company shall pay the Post-Closing Transaction Bonuses (including any payments made pursuant to the Rank and File Bonus Letters) in an aggregate amount equal to $4,531,953 to certain Bonus Recipients as specified on (and in the amounts specified on) Schedule 6.18 after the Closing Date (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients and the individuals listed on Schedule 6.18) as follows: (i) Within one month after the Closing Date, the Company shall pay certain Bonus Recipients Post-Closing Transaction Bonuses in an amount equal to $1,000,000 in the aggregate and such amounts will not reduce the Purchase Price; (ii) On the first anniversary of the Closing Date, the Escrow Amount and/or the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount; (iii) On the second anniversary of the Closing Date, the Escrow Amount and/or the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount; and (iv) On the third anniversary of the Closing Date, the Escrow Amount and/or the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount. The Company shall deliver Rank and File Bonus Letters in form and substance similar to the form attached hereto as Annex F to the Business Employees listed on Schedule 6.18 by no later than 10 business days after the Closing Date. The Purchaser and Seller Parties shall use their reasonable best efforts to provide that Founder 1 is present during the distribution of the Rank and File Bonus Letters to the Business Employees. For the avoidance of doubt, to the extent that any Transaction Bonus has been treated as a reduction in the Purchase Price, such Transaction Bonus will not be taken into account in calculating Working Capital for purposes of the Working Capital adjustment pursuant to Sections 1.03 and 2.04 of the Stock Purchase Agreement. The Seller Parties agree that all bonuses paid in connection with the Transactions will be treated as described above.

Transaction Bonuses. The Parties hereto agree that payment of the Transaction Bonuses contemplated in Sections 6.12(b) and 6.18 of the Stock Purchase Agreement, and the corresponding determination of reductions in the Purchase Price and Closing Cash Payment pursuant to Section 1.02(a) of the Stock Purchase Agreement, if applicable, shall be treated as follows, and Section 6.18 of the Stock Purchase Agreement will be deemed amended accordingly in connection with these provisions: (a) the Company has Immediately prior to the Closing Date: Closing, DSSC shall (ia) paid pay to ADP each Employee (other than the Employees set forth on Schedule 7.2(a) and the Employees of Alaska Frontier) a bonus in an amount equal to $3,229,579 in one (1) year of such Employee’s then-current base salary or hourly wages or, if such Employee’s hours were reduced by the aggregate for payment Companies effective January 1, 2010, an amount equal to one (1) year of (x) Transaction Bonuses immediately upon Closing to certain Bonus Recipients listed on Schedule 6.18 (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients) and (y) certain amounts to Employee’s base salary or hourly wages as of ▇▇▇▇▇▇▇▇ ▇▇▇ , ▇▇▇▇, (▇) pay each Employee listed on Schedule 7.2 a bonus in the case an amount as set forth in Schedule 7.2 and (c) pay each Employee of Yen, to satisfy Alaska Frontier a pre-existing contractual commitment to Yen by the Company); (ii) paid bonus in an amount equal to $400,000 10,000 (each such bonus payment, an “Initial Transaction Bonus” and all such bonus payments, collectively, the “Initial Transaction Bonuses”); provided, in each case, that such Employee has (i) not violated any non-disclosure obligations to any of the Companies in connection with this Agreement or any of the transactions contemplated herein or in the Ancillary Agreements and (ii) executed a general release agreement releasing ▇▇▇ . ▇▇▇▇▇▇▇ , the ESOP and $20,000 the Companies from (x) any legal claims arising from or relating to such Employee’s employment with any of the Companies and (y) any claim or right to any Capital Rights (other than through the ESOP or pursuant to any plan or agreement listed in Sections 3.1(a)(ii) or 3.1(a)(iii) of the Disclosure Schedule). If an Employee resigns or is terminated for cause prior to the Closing Date or does not satisfy the conditions described in the proviso to the immediately preceding sentence, then such Employee shall not be entitled to receive, and DSSC shall not be required to pay to such Employee, any Initial Transaction Bonus, and the Acquiror shall pay to ▇▇▇ ▇▇. ▇▇▇▇▇▇ as Transaction Bonuses; and such amounts will not be treated as a reduction in Purchase Price or on the Closing Cash Payment Date, as additional purchase price for the Shares sold by him, an amount equal to the extent paid by ADP or portion of the Company for Initial Transaction Bonuses;Bonus Accrual attributable to the Initial Transaction Bonus with respect to such Employee. (b) Except as otherwise provided herein, within thirty (30) days following the Company shall pay the Post-Closing Transaction Bonuses (including any payments made pursuant to the Rank and File Bonus Letters) in an aggregate amount equal to $4,531,953 to certain Bonus Recipients as specified on (and in the amounts specified on) Schedule 6.18 after the Closing Date (subject to the terms and conditions set forth in the agreements granting such bonuses to the Bonus Recipients and the individuals listed on Schedule 6.18) as follows: (i) Within one month after the Closing Date, the Company shall pay certain Bonus Recipients Post-Closing Transaction Bonuses in an amount equal to $1,000,000 in the aggregate and such amounts will not reduce the Purchase Price; (ii) On the first year anniversary of the Closing Date, the Escrow Amount and/or Acquiror shall, or shall cause one of its Affiliates to, pay each Employee (other than the Unsecured Notes shall Employees listed on Schedule 7.2(a) and the Employees of Alaska Frontier) a bonus in an amount equal to the Initial Transaction Bonus such Employee received immediately prior to the Closing (each such bonus payment, an “Additional Transaction Bonus”). In addition, such Employees as may be reduced identified by the amountAcquiror may be approached by the Acquiror to enter into employment agreements and non-compete arrangements with the Acquiror, if anywhich arrangements may include in the Acquiror’s discretion additional payments to facilitate continued employment, of provided, that the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price Acquiror will be reduced by solely responsible for all such additional payments. If an Employee resigns or is terminated for cause prior to the same amount; (iii) On the second one year anniversary of the Closing Date, then such Employee shall not be entitled to receive, and the Escrow Amount and/or Acquiror shall not be required to pay to such Employee, any Additional Transaction Bonus, and the Unsecured Notes Acquiror shall be reduced promptly pay to ▇▇. ▇▇▇▇▇▇, as additional purchase price for the Shares sold by him, an amount equal to the amount, if any, portion of the Post-Closing Additional Transaction Bonuses that are required Bonus Accrual attributable to be paid on the Additional Transaction Bonus with respect to such date and Employee. If an Employee’s employment is terminated without cause prior to the Purchase Price will be reduced by the same amount; and (iv) On the third one year anniversary of the Closing Date, then the Escrow Amount and/or Acquiror shall pay to such Employee the Unsecured Notes shall be reduced by the amount, if any, of the Post-Closing Transaction Bonuses that are required to be paid on such date and the Purchase Price will be reduced by the same amount. The Company shall deliver Rank and File Bonus Letters in form and substance similar to the form attached hereto as Annex F to the Business Employees listed on Schedule 6.18 by no later than 10 business days after the Closing Date. The Purchaser and Seller Parties shall use their reasonable best efforts to provide that Founder 1 is present during the distribution of the Rank and File Bonus Letters to the Business Employees. For the avoidance of doubt, to the extent that any applicable Additional Transaction Bonus has been treated as a reduction in the Purchase Price, promptly after such Transaction Bonus will not be taken into account in calculating Working Capital for purposes of the Working Capital adjustment pursuant to Sections 1.03 and 2.04 of the Stock Purchase Agreement. The Seller Parties agree that all bonuses paid in connection with the Transactions will be treated as described aboveEmployee’s termination date.