Common use of Rollover Bonus Clause in Contracts

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 Control, as applicable. (iii) In the event that it shall be finally determined by the Internal Revenue Service that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the Code, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he would have received had no tax under Section 409A been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (iv) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the Code, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the Code. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (v) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v), present value shall be determined in accordance with Section 280G(d)(4) of the Code. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(d)(v) shall be of no further force or effect.

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,0003,500,000, 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 Control, as applicable. (iii) In the event that it shall be finally determined by the Internal Revenue Service that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the Code, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he would have received had no tax under Section 409A been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (iv) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the Code, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the Code. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (v) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v), present value shall be determined in accordance with Section 280G(d)(4) of the Code. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(d)(v) shall be of no further force or effect.

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,0003,500,000, 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 or service as a consultant to 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 Control, as applicable. (iii) In the event that it shall be finally determined by the Internal Revenue Service that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the Code, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he would have received had no tax under Section 409A been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (iv) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the Code, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the Code. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (v) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v), present value shall be determined in accordance with Section 280G(d)(4) of the Code. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(d)(v) shall be of no further force or effect.

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 Control, as applicable. (iii) In the event that it shall be finally determined by the Internal Revenue Service that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the Code, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he she would have received had no tax under Section 409A been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (iv) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the Code, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the Code. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (v) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v), present value shall be determined in accordance with Section 280G(d)(4) of the Code. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(d)(v) shall be of no further force or effect.

Rollover Bonus. (i) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000150,000, 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 Control, as applicable. (iii) In the event that it shall be finally determined by the Internal Revenue Service that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the Code, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he would have received had no tax under Section 409A been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (iv) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the Code, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the Code. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (v) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v), present value shall be determined in accordance with Section 280G(d)(4) of the Code. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 4(d)(v) shall be of no further force or effect.

Rollover Bonus. (ia) On the Commencement Date, the Employee shall be entitled to a cash bonus (the “Rollover Bonus”) in an amount equal to $1,000,000150,000, as set forth under “Total Rollover Bonus” on Schedule B A 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(d1(a), 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 The vested portion of the Rollover Bonus and any interest thereon shall become payable be paid to the Employee 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)(i1(a), 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 A attached hereto). (iib) 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 Control, as applicable. (iiic) In the event that it shall be finally determined by the Internal Revenue Service or the Australian Tax Office that all or any portion of the Rollover Bonus is subject to the additional tax imposed by Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or a comparable provision under the income tax laws of Australia, or any interest or penalties incurred by Employee with respect to such additional tax (such additional tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Additional Tax”), then the Company agrees that it shall reimburse the Employee for the amount of the Additional Tax finally imposed by the Internal Revenue Service or the Australian Tax Office on the Rollover Bonus (the “Reimbursement Amount”) and the amount, if any, such that the Employee receives an after-tax amount equal to the Reimbursement Amount he would have received had no tax under Section 409A or any comparable provision under the income tax laws of Australia been imposed on him (the “Additional Amount”). The Reimbursement Amount and the Additional Amount shall be paid within ten (10) days following a final determination by the Internal Revenue Service or the Australian Tax Office that such Additional Tax is due. To the extent the Employee receives of a refund of or credit relating to the Additional Tax for which the Company paid the Reimbursement Amount or relating to the Additional Amount, such refund or credit shall be for the benefit of the Company, and the Employee shall pay such amount to the Company within ten (10) calendar days after receiving the refund or after the relevant tax return is filed in which the credit is so applied. The Company’s obligation to pay the Reimbursement Amount and the Additional Amount is subject to the Employee notifying the Company within thirty (30) calendar days of any written notice of a pending audit, assessment or other challenge (a “Challenge”) which, if successful, might result in the Additional Tax. The Company, at its expense, shall have the right to control the response to, and any proceedings relating to, any Challenge, including initiating or defending any action and/or appeal relating to such Challenge, with counsel selected by the Company, in any such case to a final conclusion or settlement at the discretion of the Company. The Company shall have full control of such response and proceedings, including any compromise or settlement thereof. The Company shall keep the Employee reasonably informed regarding the status and progress of such Challenge. Upon the request of Company, the Employee shall cooperate fully with the Company and its counsel in contesting any Challenge which the Company elects to contest. The Company shall reimburse the Employee for all costs and expenses, including attorneys’ fees, that the Employee reasonably incurs in connection with any such cooperation, provided that the Employee shall submit appropriate documentation of such costs or expenses no later than ninety (90) calendar days after incurring such costs or expenses. Such reimbursement shall be made no later than thirty (30) calendar days following submission of appropriate documentation of such costs or expenses by the Employee, and in no event later than the end of the taxable year following the taxable year in which such expenses are incurred. (ivd) In the event that the Challenge provides that all or any portion of the Rollover Bonus that has not then vested is immediately includible in income as a result of the failure to comply with Section 409A of the CodeCode or a comparable provision under the income tax laws of Australia, the Company shall immediately accelerate the vesting of solely that portion of the Rollover Bonus necessary to pay such income taxes arising as a result of Section 409A or such comparable provision under the income tax laws of Australia of the Code (“Tax Payment Amount”). The Tax Payment Amount shall equal the aggregate of the federal, state, local or foreign tax amounts due as a result of the application of Section 409A of the Code or the comparable provision under the income tax laws of Australia and in no event shall exceed the amount that is required to be included in income as a result of such failure to comply with the requirements of Section 409A of the CodeCode or the comparable provision under the income tax laws of Australia. Such Tax Payment Amount shall be paid to the Employee within ten (10) days of the Employee notifying the Company of such Challenge and in no event later than the last day of the Employee’s taxable year following the year in which the Employee remits the underlying taxes to the applicable tax authorities. (ve) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the an excise tax (the “Excise Tax”) imposed by Section 4999 of the CodeCode or a comparable provision under the income tax laws of Australia, then, prior to the making of any Payment to the Employee, a calculation shall be made comparing (i) the net benefit to the Employee of the Payment after payment of the Excise Tax, to (ii) the net benefit to the Employee if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax, if applicable. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to an amount expressed in present value that maximizes the aggregate present value of the Payments without causing the Payments or any part thereof to be subject to the Excise Tax and therefore nondeductible by the Company because of Section 280G of the Code (the “Reduced Amount”). For purposes of this Section 4(d)(v1(e), present value shall be determined in accordance with Section 280G(d)(4) of the CodeCode or comparable provision under the income tax laws of Australia. In the event it is necessary to reduce the Payments, payments shall be reduced on a last to be paid, first reduced basis. All determinations required to be made under this Section 4(d)(v1(e), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an internationally recognized accounting firm (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within fifteen (15) business days of the receipt of notice from the Employee that a Payment is due to be made, or such earlier time as is requested by the Company. All fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code or a comparable provision under the income tax laws of Australia at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4(d)(v1(e) (“Underpayment”), consistent with the calculations required to be made hereunder. The Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the CodeCode or comparable provision in the income tax laws of Australia. In the event that the provisions of Code Section 280G and 4999 or the comparable provisions under the income tax laws of Australia (and any successor provisions thereof) are repealed without succession, this Section 4(d)(v1(e) shall be of no further force or effect.