Change of Control Bonus Clause Samples
A Change of Control Bonus clause provides for a special payment to an employee or executive if the company undergoes a significant ownership change, such as a merger or acquisition. Typically, this bonus is triggered when a new entity acquires a controlling interest in the company, and may be contingent on the employee remaining with the company for a certain period or their position being terminated as a result of the change. The core function of this clause is to incentivize key personnel to remain with the company during transitional periods and to compensate them for potential uncertainty or loss of employment due to the change in ownership.
POPULAR SAMPLE Copied 12 times
Change of Control Bonus. 1. For all purposes of this Agreement, a “Change in Control” is defined as the consummation of any of the following transactions: (i) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than a majority of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (ii) any sale of all or substantially all of the assets of the Company; or (iii) the complete liquidation of the Company.
2. No later than 60 days following a Change in Control of the Company, the Company shall pay Executive a lump-sum amount equal to six (6) months of Executive’s annualized base salary (excluding bonuses) in effect as of the date of the Change in Control, less applicable deductions and withholdings (the “Change in Control Bonus”). In the event the Company has terminated Executive’s employment pursuant to subsection 2.1(a)(1), 2.1(a)(2), 2.1(a)(3) or 2.1(a)(4) above within 90 days before the consummation of a Change in Control, Executive shall be entitled to the Change in Control Bonus notwithstanding such employment termination, provided Executive has signed a general release of claims against the Company substantially in the form of the agreement and general release attached at Exhibit A (except that Executive shall not be required to release the Company from claims for payment of the Change in Control Bonus before it has been paid).
Change of Control Bonus. In the event of a change of control of the Company, the Officer shall receive a bonus equal to 1% of the Company’s outstanding Common Stock, not including any shares issued or issuable under identical provisions in the employment agreements of other officers of the Company. Officer shall be responsible for payment of employment taxes associated with the bonus. A “change of control” shall occur if persons are elected by the vote of shareholders of the Company to fill a majority of the positions on the board of directors of the Company who were not nominated or approved by the existing board of directors prior to their election to the board. The Officer shall not be entitled to the Change of Control Bonus if he has previously received a Share Price Bonus above.
Change of Control Bonus. Upon a Change of Control, the Executive shall receive a bonus of 2.5 times the Executive’s Base Salary (the “Change of Control Bonus”), provided that the Executive remains in the employ of the Companies or any successor to the business of the Companies for a period of six months following the Change of Control. Notwithstanding the foregoing, if, prior to the date which is six months after the Change of Control (but after a Change of Control has occurred), (a) the Executive’s employment with the successor to the Companies is terminated by the Companies or any successor to the business of the Companies without Cause or (b) the Executive terminates his employment with the Companies or any successor to the business of the Companies for Good Reason, then the Executive shall immediately receive the Change of Control Bonus. If the Executive’s employment with the Companies or any successor to the Companies is terminated for any reason except as set forth in the prior sentence, prior to the date which is six months after a Change of Control, the Executive shall forfeit any entitlement to receive the Change of Control Bonus. The Executive shall receive a lump sum payment of the Change of Control Bonus within 7 business days following satisfaction of the terms set forth above.”
Change of Control Bonus. In the event of a Change of Control, the Company shall, within thirty (30) days after occurrence of the Change of Control, pay Executive a lump sum amount equal to Executive’s then current annual Base Salary multiplied by two (2).
Change of Control Bonus. Upon a Change of Control, the Company shall pay, or shall cause to be paid, to the Executive a lump sum cash payment determined as follows:
(a) In the event that the Market Value of the Company as of the Change of Control is greater than $100 million, but does not exceed $150 million, an amount equal to 1.25% of the Market Value of the Company as of the Change of Control; and
(b) In the event that the Market Value of the Company as of the Change of Control exceeds $150 million, an amount equal to 1.75% of the Market Value of the Company as of the Change of Control.
Change of Control Bonus. In the event of a Change of Control of the Company during the term of the Agreement, or in the event a Change of Control is consummated with a ▇▇▇▇▇▇ Party following the termination of the Agreement, then within 30-days of the consummation of such Change of Control, the Company shall pay Consultant a lump sum equal to five percent (5%) of the gross proceeds to the Company resulting from the Change of Control (the "Change of Control Bonus"). Upon Consultant's election and in its sole discretion, and in lieu of the Change of Control Bonus, the Company shall issue to Consultant that number of shares of the Company's Common Stock equal to two and a half percent (2.5%) of the Company's fully diluted capitalization as measured on the date of termination of the Agreement. For purposes of this provision, "Change of Control" shall mean (A) a merger or consolidation of the Company with or into another entity after which the stockholders of the Company own less than a majority of the outstanding equity of the surviving entity (other than a merger effected solely to change the Company's domicile), (B) the sale by stockholders to a third party in a single transaction or series of related transactions of more than a majority of the outstanding voting stock of the Company, or (C) the sale of all or substantially all of the assets of the Company. A "▇▇▇▇▇▇ Party" shall mean any person or entity contacted on behalf of the Company by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ during the term of the Agreement, as evidenced by reciprocal written correspondence or email records. During the term of this Agreement, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall perform the Services and assume the title of Executive Chairman of the Board of Directors and Chief Executive Officer of the Company.
Change of Control Bonus. Upon the effectiveness of the Merger, under the Executive's existing Change of Control Bonus Agreement and in accordance with the terms thereof, the Executive shall receive a one-time Change of Control Bonus (as such term is defined therein) in the amount of $65,333, in addition to the Restricted Shares (as such term is defined in the Shareholders Agreement) to be issued to the Executive pursuant to the Shareholders Agreement, and, immediately thereafter, the Change of Control Bonus Agreement shall terminate and be of no further force and effect.
Change of Control Bonus. Executive shall be entitled to be paid a one-time cash bonus of $500,000 in the event that (i) there is a Change of Control (as defined in the Option Agreement) and (ii) upon the DCP Investor (as defined in the Option Agreement) receiving Aggregate Net Proceeds (as defined in the Option Agreement) that is at least equal to the DCH Investment (as defined in the Option Agreement); it being understood that any such bonus shall be subject to Executive’s continued employment through the date of the Change in Control and shall be paid promptly (but in any event, within five business days) following the consummation of any such Change of Control.
Change of Control Bonus. Upon Execution of this Agreement, Executive will be eligible for the change of control bonus described in Appendix C to this Agreement (the “Change of Control Bonus”), subject to and in accordance with the terms and conditions set forth on Appendix C.
Change of Control Bonus. Buyer shall cause to be paid one-time cash bonuses (the “COC Bonus”) to certain employees of the Company in accordance with a schedule to be prepared by the Company and delivered to Buyer at Closing (the “Change of Control Bonus Schedule”) not to exceed $275,000.00 in the aggregate. The COC Bonus shall be payable by Buyer within forty-five (45) calendar days of the IPO and shall not be considered a Company Transaction Expense, Company Debt or Required Cash.