Common use of Bonuses and Incentives Clause in Contracts

Bonuses and Incentives. (h) Except as otherwise set forth in Section 6.05(b), Parent will retain all obligations to the Galleria Business Employees, including Continuing Employees, with respect to the bonuses and incentives under Parent’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program of Parent in which the Continuing Employees participate for the plan year in which the Closing Date occurs that are attributable to the period of such participation prior to the Closing; provided, however, that, if requested by Parent, Acquiror and SplitCo will cause the Galleria Group to make all cash payments in respect of any such program so long as Parent transfers to the Galleria Group, as of the Closing, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Closing during which the Continuing Employees participated in such program and any associated Taxes payable by the Galleria Group in connection with such cash payments (but Parent will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority).

Bonuses and Incentives. (ha) Except as otherwise set forth in Section 6.05(b), Parent will retain all obligations to the Galleria Business Employees, including Continuing Employees, with respect to the bonuses and incentives under Parent’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program of Parent in which the Continuing Employees participate for the plan year in which the Closing Date occurs that are attributable to the period of such participation prior to the Closing; provided, however, that, if requested by Parent, Acquiror and SplitCo will cause the Galleria Group to make all cash payments in respect of any such program so long as Parent transfers to the Galleria Group, as of the Closing, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Closing during which the Continuing Employees participated in such program and any associated Taxes payable by the Galleria Group in connection with such cash payments (but Parent will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority).

Bonuses and Incentives. (ha) Except as otherwise set forth in Section 6.05(b5.04(b), Parent Seller will retain all obligations to the Galleria Business Transferred Employees, including Continuing Transferred Employees, with respect to the bonuses and incentives under ParentSeller’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program of Parent in which the Continuing Transferred Employees participate for the plan year in which the Closing Date occurs that are attributable to the period of such participation prior to the Closing; provided, however, that, if requested by ParentSeller, Acquiror and SplitCo or one of its Subsidiaries will cause the Galleria Group to make all cash payments in respect of any such program so long as Parent Seller transfers to the Galleria GroupAcquiror or a designated Subsidiary, as of the Closing, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Closing during which the Continuing Employees participated in such program and any associated Taxes payable by the Galleria Group Acquiror or any of its Subsidiaries in connection with such cash payments (but Parent Seller will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority).. 41

Bonuses and Incentives. (ha) Except as otherwise set forth in Section 6.05(b5.04(b), Parent Seller will retain all obligations to the Galleria Business Transferred Employees, including Continuing Transferred Employees, with respect to the bonuses and incentives under ParentSeller’s Short Term Achievement Reward (STAR) bonus program, Long-Term Incentive (LTI) program, Key Manager Stock Option Program and any other cash, annual, long-term, equity or similar incentive program of Parent in which the Continuing Transferred Employees participate for the plan year in which the Closing Date occurs that are attributable to the period of such participation prior to the Closing; provided, however, that, if requested by ParentSeller, Acquiror and SplitCo or one of its Subsidiaries will cause the Galleria Group to make all cash payments in respect of any such program so long as Parent Seller transfers to the Galleria GroupAcquiror or a designated Subsidiary, as of the Closing, all amounts payable in respect of such cash obligations that are attributable to the period prior to the Closing during which the Continuing Employees participated in such program and any associated Taxes payable by the Galleria Group Acquiror or any of its Subsidiaries in connection with such cash payments (but Parent Seller will not be liable for any Tax withholding except to the extent it is required to remit any such Tax withheld from any such bonuses and incentives to the appropriate Governmental Authority).