Cash Bonus and Incentive Compensation Plans; Retention Arrangements Sample Clauses

Cash Bonus and Incentive Compensation Plans; Retention Arrangements. (%4)Seller shall, or shall cause its subsidiaries to, pay each Transferred Employee as soon as practicable following the Closing, but in any event no later than the times required under each such plan or arrangement, an amount equal to the amount such Transferred Employee would have been eligible to receive under the terms of the bonus and incentive compensation plans or arrangements of Seller and its subsidiaries, other than those maintained by the Transferred Entity, for services rendered prior to the date that the employee becomes a Transferred Employee, calculated as if the Transferred Employee had been employed by the Seller on the last day of the year including the applicable Transfer Time and assuming achievement of applicable goals and conditions at target performance levels based on the assumption used to record accruals in the Business Financial Statements, multiplied by a fraction, the numerator of which shall be the number of days which have elapsed in such year through the Transfer Time and the denominator of which is 365. (i) Effective as of the Closing Date, the Transferred Entity shall retain all liability for compensation payable to the Transferred Employees under each cash-based bonus or incentive compensation plan or arrangement maintained by the Transferred Entity, whether relating to performance periods elapsed prior to or following the applicable Transfer Time, and following the applicable Transfer Time at the times required under each such plan or arrangement, Purchaser shall, or shall cause its subsidiaries (including the Transferred Entity) to, make any and all payments to the Transferred Employees required in accordance with the terms of such plans or arrangements with respect to such performance periods, in each case, in an amount no less than the amount each Transferred Employee would have been eligible to receive for the applicable performance period had such Transferred Employee remained an employee of Seller or its subsidiaries through the requisite date (or, in the case of any such Transferred Employee whose employment terminates following the Transfer Time and prior to such requisite date under circumstances entitling such Transferred Employee to a prorated payment under such plan or arrangement, through the date of such termination), based on actual achievement of applicable performance goals. (ii) For the avoidance of doubt, Seller shall, or shall cause its subsidiaries to, retain all liability, without limitation, for re...