Exhibit 10.22
DOUGLAS DYNAMICS HOLDINGS, INC.
Liquidity Bonus Plan
Douglas Dynamics Holdings, Inc., a Delaware corporation (the Company), wishes to attract and retain employees of the Company and encourage them to increase their efforts to make the Companys business more successful. In furtherance thereof, this Liquidity Bonus Plan (the Plan) is designed to provide grants of cash-based incentives to select employees of the Company in the event of a change in control of the Company.
Affiliate means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person.
Aurora Entities means Aurora Industrial Holdings LLC, Aurora Equity Partners II L.P., Aurora Overseas Equity Partners II, L.P., and their Affiliates.
Ares Entities means Ares Corporate Opportunities Fund, L.P. and its Affiliates.
Award means a bonus award granted under the Plan.
Board means the Board of Directors of the Company.
Change in Control means the Aurora Entities and the Ares Entities shall cease collectively to have the power to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of the Company (determined on a fully diluted basis), unless: (i) the Aurora Entities and the Ares Entities collectively own, beneficially and of record, at least 35% of the common stock of the Company (determined on a fully diluted basis), (ii) the Aurora Entities and the Ares Entities collectively own, of record and beneficially, an amount of common stock of the Company equal to at least 51% (on a fully diluted basis) of the common stock of the Company collectively owned by the Aurora Entities and the Ares Entities, of record and beneficially, as of the Effective Date, (iii) the Aurora Entities and the Ares Entities collectively have the power (pursuant to stockholder agreements, proxies or other contractual arrangements) to elect a majority of the Board and (iv) no person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), has become, or had obtained rights (whether by means of warrants, options or otherwise) to become, the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more of the outstanding common stock of the Company than that so held collectively by the Aurora Entities and the Ares Entities.
Code means the Internal Revenue Code of 1986, as amended.
Company means Douglas Dynamics Holdings, Inc., a Delaware corporation.
Eligible Employee means any individual who is treated by the Company or its subsidiaries as an employee as of the date of a Change in Control, as determined by the Board.
Participant means an Eligible Employee granted an Award under the Plan.
Person means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
Pool means a bonus pool established in accordance with Section 5.1 upon the occurrence of a Change in Control.
Plan means this Liquidity Bonus Plan, as it may from time to time be amended.
Termination of Employment means, subject to the terms of any Award Agreement, a termination (whether for cause or without cause, voluntarily or involuntarily) of the Participants employment with the Company or its Affiliates for any reason.
approved such payments and benefits in a manner consistent with Section 280G(b)(5)(A)(ii)(II) of the Code.