Rollover Bonus Sample Clauses

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000, as set forth under “Total Rollover Bonus” on Schedule B which is attached hereto and made a part hereof. The Rollover Bonus represents the spread cash value of certain Company Equity Awards that (a) have not vested as of immediately prior to the consummation of the Offer and (b) the vesting of which, but for this Section 4(d), otherwise would have been accelerated and cash payment made therefor in the Merger pursuant to the Merger Agreement (the “Unvested Company Equity Awards”). In exchange for such Rollover Bonus, the Employee hereby waives the acceleration of vesting with respect to the Unvested Company Equity Awards, and agrees to cancel such awards in full as of the Commencement Date, and the Employee hereby agrees that such awards shall have no further force and effect on and after the Commencement Date. Purchaser shall cause or cause to be delivered by wire transfer the amounts constituting the Rollover Bonus to an interest-bearing escrow account established at ▇▇▇▇▇▇ Bank in Chicago, Illinois. Subject to the Employee’s continued employment with the Company on the applicable vesting dates, the Rollover Bonus shall vest as to twenty percent (20%), thirty-five percent (35%), and forty-five percent (45%) on the eve of each of the first, second, and third anniversaries of the Commencement Date, respectively. Except as set forth in Section 6, the vested portion of the Rollover Bonus and any interest thereon shall become payable within ten (10) days following the applicable vesting date. For the avoidance of doubt, at the Effective Time, each of the Employee’s Company Equity Awards that have not vested as of immediately prior to the consummation of the Offer and that do not get canceled in exchange for the Rollover Bonus described in this Section 4(d)(i), shall, at the Effective Time, be cancelled in full and the Employee shall be entitled to receive a cash payment therefor as provided in the Merger Agreement (such cash payment is set forth under “Cash at Closing” on Schedule B attached hereto). (ii) In the event of a Purchaser Change of Control or a Company Change of Control, the Employee shall be entitled to immediate vesting of the then unvested portion of the Rollover Bonus and payment therefor and any interest thereon, payable within thirty (30) days following the Purchaser Change of Control or Company Change of Contro...
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Rollover Bonus. The Company agrees that Founder is eligible for a potential bonus of $50,000 related to the unearned portion of Founder’s 2011 bonus (the “Target Rollover Bonus”). The Target Rollover Bonus shall be earned as follows: (i) 50% of the Target Rollover Bonus will be earned if the Company hits 1H 2012 Revenue Target of $29.6M (i.e., current Board Plan); or (ii) 100% of Target Rollover Bonus will be earned if the Company hits 1H Revenue Target plus 5% ($31.08M). The Board will determine the extent to which the Target Rollover Bonus is earned as of June 30, 2012 in the same manner that it makes such determination with respect to the Chief Executive Officer’s rollover bonus (such earned portion of the Target Rollover Bonus, the “Earned Bonus”). As a result of the proration of the Target Rollover Bonus, the Founder shall be entitled to 50% of the Earned Bonus, which shall be paid to Founder no later than July 31, 2012.
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Related to Rollover Bonus

  • Salary Benefits and Bonus Compensation 3.1 BASE SALARY. Effective July 1, 2000, as payment for the services to be rendered by the Employee as provided in Section 1 and subject to the terms and conditions of Section 2, the Employer agrees to pay to the Employee a "Base Salary" at the rate of $180,000 per annum, payable in equal bi-weekly installments. The Base Salary for each calendar year (or proration thereof) beginning January 1, 2001 shall be determined by the Board of Directors of Avocent Corporation upon a recommendation of the Compensation Committee of Avocent Corporation (the "Compensation Committee"), which shall authorize an increase in the Employee's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Huntsville, Alabama, All Items," published by the U.S. Department of Labor (using July 1, 2000, as the base date for computation prorated for any partial year). The Employee's Base Salary shall be reviewed annually by the Board of Directors and the Compensation Committee of Avocent Corporation.

  • Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

  • Retirement Bonus 22:01 Employees retiring in accordance with the following:‌ (a) Retire at age sixty-five (65) years; or (b) Retire after age sixty-five (65) years; or (c) Have completed at least ten (10) years continuous employment and retire after age fifty-five (55) years but before age sixty-five (65) years; (d) Employees who have completed at least ten (10) years continuous service with the Employer, whose age plus years of that service equal eighty (80); shall be granted retirement bonus on the basis of four (4) days per year of employment.