Common use of Cash Incentives Clause in Contracts

Cash Incentives. With respect to the fiscal year in which the Distribution occurs, (x) the applicable Spinco Entity shall maintain a bonus plan for the benefit of Spinco Group Employees with substantially the same terms and conditions (including performance goals and bonus targets, as equitably adjusted by Spinco following the Distribution to the extent necessary or appropriate to provide a substantially similar incentive opportunity) as the annual bonus plan applicable to such Spinco Group Employees immediately prior to the Distribution, (y) as soon as reasonably practicable following the end of such fiscal year, the applicable Spinco Entity will pay bonuses payable to each Spinco Group Employee based on the Performance Calculation, and (z) to the extent that such annual bonuses are not reflect in the Spinco Working Capital Adjustment (as the term is defined in the Distribution Agreement), Harbor shall reimburse Spinco for the prorated portion of the total of such bonus payments based on the applicable Spinco Group Employees’ service from the start of such fiscal year until immediately prior to the Distribution Date promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which Spinco is entitled; provided, however, that, for the avoidance of doubt, no such reimbursement shall be payable with respect to any discretionary bonus payments made by any Spinco Entity to any Spinco Group Employee. Except as provided in the immediately preceding sentence, from and after the Distribution, Spinco shall be solely responsible for funding, paying, and discharging all obligations and Liabilities relating to the cash incentive awards that any Spinco Group Employee is eligible to receive under any commission plan in which the Spinco Group Employees participate, whether such obligation or Liability arises, accrues, is incurred or is reported prior to, on, or after the Distribution, and no Harbor Entity shall have any obligations or Liabilities with respect thereto.

Cash Incentives. With As of the Closing or, if later, the Continuing Employee’s Transition Date, the Acquired Companies shall assume all obligations of Parent and any of its Affiliates to each Continuing Employee pursuant to any cash incentive plan or program set forth on Section 3.21(a) of the Parent Disclosure Schedule, including, without limitation, any seasonal incentive, store incentive or sales- or commission-based programs with respect to the fiscal year in which the Distribution occurs, (x) the applicable Spinco Entity shall maintain a bonus plan for the benefit of Spinco Group Employees Continuing Employee’s service with substantially the same terms and conditions Parent or its Affiliates (including performance goals and bonus targets, as equitably adjusted by Spinco following the Distribution to the extent necessary or appropriate to provide a substantially similar incentive opportunity) as the annual bonus plan applicable to such Spinco Group Employees immediately prior to the Distribution, (y) as soon as reasonably practicable following the end of such fiscal year, the applicable Spinco Entity will pay bonuses payable to each Spinco Group Employee based on the Performance Calculation, and (z) to the extent that such annual bonuses are not reflect in the Spinco Working Capital Adjustment (as the term is defined in the Distribution AgreementAcquired Companies), Harbor shall reimburse Spinco for the prorated portion of the total of such bonus payments based on the applicable Spinco Group Employees’ service from the start of such fiscal year until immediately prior to the Distribution Date promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which Spinco is entitled; provided, however, that, for the avoidance of doubt, no such reimbursement shall be payable including with respect to any discretionary bonus payments made by performance period or cycle continuing as of the Closing or, if later, the Continuing Employee’s Transition Date (collectively, the “Cash Incentives”). Each Continuing Employee participating in any Spinco Entity Cash Incentive with respect to any Spinco Group performance period continuing as of the Closing or, if later, the Continuing Employee’s Transition Date, shall remain eligible to receive the appropriate cash bonus with respect to such performance period in accordance with the terms of the Cash Incentive; provided, that Parent may at its discretion modify and adjust such Cash Incentive to reduce or prorate the amount payable under such Cash Incentive or, after good faith consultation with the Acquired Companies, adjust the applicable performance conditions in light of the transactions contemplated by the Agreement. Except Any Cash Incentive payable to a Continuing Employee will be paid by the Acquired Companies on behalf of Parent in accordance with the terms of such Cash Incentive (as provided so modified or adjusted in the immediately preceding sentence, from accordance with this Section 7.09 and after the Distribution, Spinco shall be solely responsible for funding, paying, and discharging all obligations and Liabilities including terms relating to the cash incentive awards that timing of payment), which such obligations and amounts shall constitute Assumed Liabilities. To the extent any Spinco Group Employee is eligible Cash Incentive relating to receive under any commission plan performance period or cycle continuing as of the Closing or, if later, the Continuing Employee’s Transition Date requires the determination of performance against any qualitative component or individual performance goal, the achievement of such component or performance shall be determined by Parent in which its sole discretion after good faith consultation with the Spinco Group Employees participate, whether Acquired Companies and such obligation or Liability arises, accrues, is incurred or is reported prior to, on, or after determination shall be applied by in the Distribution, calculation and no Harbor Entity shall have any obligations or Liabilities with respect theretopayment of the relevant Cash Incentive.

Cash Incentives. With (a) Subject to applicable Law, cash incentives payable under the WDC Cash Incentive Plans in respect to of the first half of the fiscal year in during which the Distribution occurs, Date occurs (xthe “Mid-Year Cash Incentives”) shall be determined as of the applicable Spinco Entity shall maintain a bonus plan for the benefit Separation Time based on actual performance results and level of Spinco Group Employees with substantially the same terms and conditions performance achieved (including performance goals and bonus targetsor actual commissions earned, as equitably adjusted by Spinco following applicable) in respect of the Distribution first half of such fiscal year (including, if applicable, the portion of any performance period relating to the extent necessary or appropriate to provide a substantially similar incentive opportunity) as the annual bonus plan applicable to such Spinco Group Employees immediately prior to the Distribution, (y) as soon as reasonably practicable following the end first half of such fiscal year) measured against the applicable targets under the applicable WDC Cash Incentive Plan. (b) To the extent earned in accordance with Section 7.4(a), the Mid-Year Cash Incentives shall be paid to the eligible WDC Employees and Spinco Employees no later than at the time or times WDC otherwise would have paid such Mid-Year Cash Incentives in the ordinary course of business, subject to the terms and conditions of the applicable Spinco Entity will pay bonuses payable to each Spinco Group Employee based on the Performance CalculationWDC Cash Incentive Plan (including, and (z) to the extent that such annual bonuses are not reflect in required, the employees’ continued employment with the WDC Group or Spinco Working Capital Adjustment (Group, as the term is defined in the Distribution Agreement)applicable, Harbor shall reimburse Spinco for the prorated portion of the total of such bonus payments based on through the applicable Spinco payment date). The WDC Group Employees’ service from the start of such fiscal year until immediately prior to the Distribution Date promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which Spinco is entitled; provided, however, that, for the avoidance of doubt, no such reimbursement shall be payable with respect to any discretionary bonus payments made by any Spinco Entity to any Spinco Group Employee. Except as provided in the immediately preceding sentence, from and after the Distribution, Spinco shall be solely responsible for funding, paying, and discharging all obligations and Liabilities relating to the cash incentive awards any Mid-Year Cash Incentives that any Spinco Group WDC Employee is eligible to receive under any commission WDC Cash Incentive Plan, and no member of the Spinco Group shall have any obligations with respect thereto. The Spinco Group shall be solely responsible for funding, paying, and discharging all obligations relating to any Mid-Year Cash Incentives that any Spinco Employee is eligible to receive under any WDC Cash Incentive Plan at the time or times WDC otherwise would have paid such Mid-Year Cash Incentives in the ordinary course of business, and no member of the WDC Group shall have any obligations with respect thereto[; provided, however, that pursuant to the Separation Agreement, WDC shall pay to Spinco (or an appropriate member of the Spinco Group) a cash payment equal to the aggregate Mid-Year Cash Incentives accrued, or expected to accrue, with respect to the Spinco Employees as of the Separation Time, as well as an additional amount equal to the employer portion of Employment Taxes required to be paid with respect to such amount (and Spinco or the appropriate member of the Spinco Group shall timely pay such taxes to the appropriate Governmental Authority).] (c) Subject to applicable Law, and notwithstanding anything to the contrary herein, cash incentives for Spinco Employees in respect of the second half of the fiscal year during which the Distribution Date occurs (the “Remaining Cash Incentives”) shall accrue at each Spinco Employee’s target incentive award percentage (under the applicable WDC Cash Incentive Plan or otherwise) based on payroll for the portion of the second half of the fiscal year that occurs up to the Separation Time. The Spinco Group shall be solely responsible for funding, paying, and discharging all obligations relating to any Remaining Cash Incentives that any Spinco Employee is eligible to receive (under any Spinco Cash Incentive Plan or otherwise), to the extent earned following the Separation Time, and no member of the WDC Group shall have any obligations with respect thereto[; provided, however, that pursuant to the Separation Agreement, WDC shall pay to Spinco (or an appropriate member of the Spinco Group) a cash payment equal to the aggregate Remaining Cash Incentives accrued, or expected to accrue, with respect to the Spinco Employees as of the Separation Time, as well as an additional amount equal to the employer portion of Employment Taxes required to be paid with respect to such amount (and Spinco or the appropriate member of the Spinco Group shall timely pay such taxes to the appropriate Governmental Authority).] (d) On or following the Distribution Date, WDC shall determine appropriate performance measures to be used for the remainder of the fiscal year for eligible WDC Employees under the WDC Cash Incentive Plans or such other plans as may be adopted by WDC for the grant of cash incentives to WDC Employees following the Distribution Date. (e) Effective as of the Separation Time, Spinco (or the appropriate member of the Spinco Group) shall have adopted a cash incentive plan and such other plans (the “Spinco Cash Incentive Plans”), which shall permit the grant of cash incentives to Spinco Employees following the Distribution Date with terms substantially comparable to the terms of the WDC Cash Incentive Plans as in effect immediately prior to the Separation Time. Further, at any time following the Distribution Date, Spinco (or the appropriate member of the Spinco Group) shall determine, in compliance with applicable Law and any applicable Collective Bargaining Agreement, those Spinco Cash Incentive Plans in which the Spinco Group Employees participate, whether such obligation or Liability arises, accrues, is incurred or is reported prior to, on, or after will be eligible to participate and appropriate performance measures to be used for the Distribution, and no Harbor Entity shall have any obligations or Liabilities with respect theretoremainder of the fiscal year during which the Distribution Date occurs.