Traditional agreement draft 1

Traditional agreement draft 1 - DRAFT V.1 3/30/11 GLOBAL...

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DRAFT V.1 – 3/30/11 GLOBAL TECHNOLOGIES INC. TRANSACTION BONUS PLAN A. Purposes. The Board of Directors (the "Board") of Global Technologies Inc. (the "Company") has determined that it is in the best interests of the Company to solicit offers for a possible sale of the Company (as defined in paragraph (F), below, a "Change in Control"). In connection with such possible Change in Control, the Board believes that it is in the best interests of the Company and its shareholders to provide that certain senior management employees of the Company shall be eligible to receive bonuses (the "Transaction Bonuses") for their continued employment with the Company or one of its affiliates through and following the date of consummation of the Change in Control (the "Closing Date"), subject to the satisfaction of certain terms and conditions set forth herein. In order to accomplish these objectives, the Board has caused the Company to adopt this Transaction Bonus Plan (the "Plan") as of July 1, 2010 (the "Effective Date"). B. Participants. The "Participants" shall mean, collectively, those persons listed on Schedule A hereto . , which Schedule A may be amended from time to time by the Board to add additional Participants; provided, however, that (1) no Participant may be removed from Schedule A except as provided by paragraph (D)(4) below and (2) any amendment to add an additional Participant shall not adversely affect the amount otherwise payable to any other Participant under paragraph (D)(1) below (pursuant to a Transaction Bonus Pool determined in accordance with paragraph (E) below as of the date hereof); and, provided, further, that following the date of the execution of definitive documents evidencing one or more transactions, the consummation of which would constitute a Change in Control (the "Signing Date"), such Schedule A shall not be subject to amendment. C. Plan Term. The Plan shall be effective as of the Effective Date and shall remain in effect until the later of (1) the day following the date of the payments of all Transaction Bonuses payable hereunder, or (2) the date specified in a resolution adopted by the Board in which the Board determines not to proceed with a Change in Control transaction within the meaning of this Plan (either such date, the “Termination Date"). D. Transaction Bonuses -- Payment and Eligibility. Participants shall be eligible to receive Transaction Bonuses as follows: (1) Subject to paragraph (D)(3) below, each Participant who is employed by the Company on the Closing Date shall be paid a Transaction Bonus in an amount equal to the product of (a) the aggregate amount of the Transaction Bonus Pool, as determined in accordance with paragraph (E), below, and (b) such Participant's applicable "Transaction Bonus Percentage" as set forth in such Participant's Schedule B hereto delivered separately to such Participant and signed by the Participant and the Company, which Schedule B shall not be subject to amendment except in conjunction with an increase in each Participant's Transaction Bonus
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This note was uploaded on 10/18/2011 for the course LAW 700 taught by Professor Kim during the Spring '10 term at USC.

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Traditional agreement draft 1 - DRAFT V.1 3/30/11 GLOBAL...

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