Success Fee. The Executive shall be paid a one-time success fee in the amount of USD$5,000,000 in the event that during the Term of this Agreement or if the agreement to sell as set forth in a –c below is in negotiation on the date of termination of this Agreement for any reason other than “just cause” as specified in Section 6.1(a) below, or if Executive has continued on the job for at least two (2) years then within six(6) months of termination for other than “just cause”:
(a)
The Company is “sold,” whether by the sale of all, or substantially all, of its common stock, or by the sale of all, or substantially all, of the Company’s assets, and whether in a single transaction, multiple transactions, or in a series of transactions, and whether to a single third party or to two or more third parties, where the value of the Company when “sold” is at least $100,000,000 (if the value is between $75,000,000 and $99,999,999.99 then the one-time success fee will be pro-rated); or
(b)
The Company merges with a third party, whether or not the Company or the third party is the surviving entity in the merger, where the value of the Company when merged is at least $100,000,000 (if the value is between $75,000,000 and $99,999,999.99 then the one-time success fee will be pro-rated); or
(c)
The Company engages in a reorganization with one or more third parties, whether or not the Company continues its corporate existence following the reorganization, where the value of the Company immediately prior to the reorganization is at least $100,000,000 (if the value is between $75,000,000 and $99,999,999.99 then the one-time success fee will be pro-rated).
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