If the Companys assets are sold in a series of transactions rather than in a single transaction, any Incentive Bonus earned will be determined based on the aggregate proceeds from all such sales.
Exit Investment. If a party sponsors a chapter 11 plan of reorganization and makes an investment in the Company in connection with such plan that results in gross proceeds to the Company of at least $15 million (an Exit Investment), then, subject to your continued employment with the Company through the closing of the Exit Investment, you will be entitled to payment of an Incentive Bonus in an amount determined under the table below. If, in connection with an Exit Investment, the Company also consummates a sale (or sales) of its assets, any proceeds from such sales shall be considered Exit Investment proceeds for purposes of calculating the Incentive Bonus amount.
| || |
|Exit Investment Proceeds || ||Incentive Bonus Amount|
|At least $15 million but less than $20 million || ||62.5% of annual compensation|
| || |
|$20 million or more || ||62.5% of annual compensation, plus a portion of 2.5% of the investment proceeds in excess of $20 million (such portion based on your annual compensation as a percentage of the aggregate annual compensation of all Company employees eligible for an incentive bonus)|
Any Incentive Bonus earned will be subject to required tax withholding and authorized deductions, and will be paid at or within 10 days after the closing of the Asset Sale (and if the Companys assets are sold in a series of transactions, upon the closing of the last such transaction) or the Exit Investment (as applicable). As noted above, as a condition to payment of the Incentive Bonus, you must remain continuously employed with the Company through the date of the Asset Sale or Exit Investment; however, for the purposes of this letter, you will be deemed to be employed through the date of any such Asset Sale or Exit Investment in the event your employment with the Company is terminated by the Company without Cause or you resign for Good Reason (as each term is defined on Exhibit A) within 60 days prior to closing of the Asset Sale or Exit Investment, subject to your delivery to the Company of a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable within 60 days after such termination of employment.
In exchange for the Incentive Bonus opportunity and as evidenced by your signature to this letter, you hereby waive any right to cash severance to which you may become entitled following the date of this letter. This means that if your employment with the Company terminates for any reason following the date of this letter, you will not receive any cash severance and, instead, will only be entitled to receive the retention bonus set forth in the letter agreement between you and the Company as of the date of this letter, subject to your timely satisfaction of the conditions set forth in the letter. Any agreement, plan and arrangement providing you an opportunity to earn severance will be deemed amended to the extent necessary to reflect this letter. In addition, by your signature to this letter, you hereby waive any rights to cash bonuses or additional equity grants following the date of this letter.