Does a "majority recapitalization" constitute as a "sale?"

You speak of a sale "as defined in my agreement".  Was the term defined in the agreement?  For example, would an asset sale trigger your rights or only a stock sale? If the term was undefined in your agreement, a court is going to have to determine whether this situation fits the meaning of sale as used in your agreement.  If the owners were paid to sell a controlling interest in the company to an unaffiliated person or entit I think acourt is likely to consider it a sale.  if, however, the transaction was that THE COMPANY sold equity and the owners received nothing directly, a court may consider that differently.  There are a lot of other scenarios for the transaction you describe, each structured slightly diff4erently which could come out either way. If the company is claiming that no sale occurred, why did you receive any bonus?