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 one (1) 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, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (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 received before the date of the transaction 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 (or any subsequent plan) 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 received before the effective date of the transaction 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 (or any subsequent plan) shall become fully vested.
Transaction Bonus. In the event of a Change of Control, then ----------------- subject to the requirements set forth in this Subsection 6(b), the Employee will receive a cash transaction bonus (the "Transaction Bonus") calculated and payable as follows:
Transaction Bonus. If a Change in Control (as defined in the Plan) in which the consideration payable for shares of the Company’s common stock is comprised of at least 80% cash occurs after the Effective Date and prior to April 1, 2024, Executive shall be entitled to receive a one-time cash transaction bonus (the “Transaction Bonus”) in an amount equal to: (i) the total consideration payable in the Change in Control with respect to Executive’s then-vested 2021 Awards (including shares of the Company’s common stock previously issued to Executive under such vested awards) if such Change in Control occurs prior to April 1, 2023 or (ii) the total consideration payable in the Change in Control with respect to Executive’s then-vested 2023 Awards (including shares of the Company’s common stock previously issued to Executive under such vested awards) if such Change in Control occurs on or after April 1, 2023 and before April 1, 2024. The Transaction Bonus, if any, will be (A) in an amount calculated by the Board or Compensation Committee, (B) payable within thirty (30) days following the Change in Control, subject to Executive’s continued employment through such Change in Control, and (C) if determined by the Board prior to the Change in Control, conditioned upon Executive’s execution, delivery to the Company and non-revocation of a release of claims in a customary form acceptable to the Company in its reasonable discretion. The Board or Compensation Committee will have the authority to determine whether the consideration payable for shares of the Company’s common stock in a Change in Control is at least 80% cash, provided that such authority will be exercised in a manner consistent with the exercise of authority of the Administrator (as defined in the Plan) with respect to the corresponding determination as it relates to outstanding awards under the Plan. For purposes of this Section 4(d), for a Change in Control in which the consideration payable for shares of the Company’s common stock is not all cash, the value of the total consideration per share payable in such Change in Control will be determined by the Board or Compensation Committee with reference to the public market closing price per Share on the day that is three (3) days before the date of the Change in Control (or the last preceding trading day, if such day is not a trading day). For the avoidance of doubt, no Transaction Bonus will be payable with respect to a Change in Control (x) in which the consideration payable f...
Transaction Bonus. Within thirty (30) days following the closing date of the Merger, the Executive will receive a one-time bonus in the amount of $75,000.
Transaction Bonus. The Company shall pay the Employee a bonus equal to $300,000 (the "Transaction Bonus"); provided, however, that if the Company reasonably determines that the payment of such Transaction Bonus, together with the accelerated vesting of the Employee's stock options and restricted stock previously granted by the Company, may result in an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the amount of such Transaction Bonus shall be reduced to the extent reasonably determined by the Company to be necessary or desirable to avoid such excise tax, and the amount of such reduction shall be mutually agreed to by the Company and the Employee prior to the Merger Date. The Transaction Bonus shall be paid to the Employee in a lump sum on the Merger Date. Notwithstanding the foregoing, the Company shall not be obligated to pay the Transaction Bonus if the Employee is not employed by the Company on the Merger Date. 3.
Transaction Bonus. Within 10 days following the Effective Date, the Company shall pay to the Employee a lump sum cash payment in the amount of $250,000; provided, that the Employee is continuously employed by the Company through such date.
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).
Transaction Bonus. The Executive will participate in the Transaction Bonus Plan described on Exhibit B to this Agreement and incorporated herein by reference. For the avoidance of doubt, (i) the Executive’s rights under the Transaction Bonus Plan will not be affected by a termination of this Agreement and the Executive’s right to continue participation in the Transaction Bonus Plan following a termination of this Agreement shall be governed by the terms of the Transaction Bonus Plan, (ii) the Transaction Bonus Plan shall be terminated after the payment of bonuses thereunder and the Executive shall have no right thereunder to an additional bonus upon the occurrence of a subsequent transaction.
Transaction Bonus. Should the Company, during the period of Executive’s employment pursuant to this Agreement, enter into a transaction approved by the Board of Directors which is not a Change in Control (as defined in Section 6.07 of this Agreement) but which, nonetheless, involves a change in the ownership of the Company or the composition of the Company’s Board of Directors that the full Board of Directors determines in its sole discretion constitutes a significant event which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion, such as the addition of a major new investor or investor group or the formation of a significant joint venture (a “Significant Event”), then Executive shall become entitled to a lump-sum Transaction Bonus in a cash amount equal to 50% of the annual rate of Base Salary in effect for him immediately preceding the effective date of the Significant Event. In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive for the year for which such Transaction Bonus is paid. Any Transaction Bonus to which Executive becomes entitled shall be paid as soon as administratively practicable following the effective date of the Significant Event, but in no event later than the close of the calendar year in which the Significant Event occurs or (if later) the fifteenth (15th) day of the third calendar month following the effective date of such Significant Event.
Transaction Bonus. In addition to his Annual Base Salary and other amounts payable to Executive hereunder, provided Executive is still employed by the Company upon the consummation of a Change in Control (as defined in Section 7.1 below), or in the event Executive’s employment is terminated within one year immediately preceding the consummation of a Change in Control (other than by the Company for “Cause” as defined in Section 6.1 or by Executive without “Good Reason” as defined below), the Executive shall be entitled to receive a bonus (the “Transaction Bonus”) in addition to any other payments or benefits applicable thereto under this Agreement. The Transaction Bonus shall be in the following amount:
