Employee Bonus Amounts Sample Clauses

Employee Bonus Amounts. With respect to each Continuing Employee (each, a “Bonus Eligible Employee”) who is eligible to earn cash incentive compensation or commissions (each, a “Bonus”) in accordance with the terms of the applicable Employee Plan (i) to the extent not paid prior to the Closing Date, Seller shall pay to such Continuing Employee the Bonus earned for the year prior to the year in which the Closing Date occurs at the same time as Bonuses are ordinarily paid under the applicable Employee Plan to similarly situated employees of Seller or its Affiliates as if such Continuing Employee had remained employed by Seller or its Affiliate on the date of payment and (ii) for the calendar year in which the Closing Date occurs (the “Bonus Year”), Seller shall pay to such employee, as soon as practicable following the Closing Date, an amount in cash (subject to applicable withholding) equal to the product of (A) the amount of the Bonus that Seller determines such employee would have earned for the Bonus Year had such employee remained employed with Seller or one of its Affiliates through the last day of the Bonus Year, based on the achievement of the applicable performance criteria for the calendar quarters of the Bonus Year that are completed prior to the Closing Date, which criteria Seller may adjust to reflect such factors that Seller determines are appropriate, times (B) a fraction, the numerator of which is the number of calendar days from the first day of the Bonus Year through the day prior to the Closing Date, and the denominator of which is the number of calendar days in the Bonus Year (such amount, the “Pro Rata Bonus”). As soon as reasonably practicable following determination of the Pro Rata Bonus, Seller shall provide to Buyer a schedule setting forth the Pro Rata Bonus paid or to be paid by Seller to each Continuing Employee. Seller shall make all determinations and adjustments with respect to the Bonuses reasonably and in good faith.

Employee Bonus Amounts. Vendor shall cause the Company or a Subsidiary of the Company to pay or cause to be paid the Employee Bonus Amounts as follows: (i) in the case of annual performance bonuses for 2009, the earlier of (A) in the ordinary course of business in a manner consistent with the Company’s past practice and (B) the Closing Date but prior to the Closing; and (ii) in the case of special bonuses or other amounts payable in connection with the transactions contemplated by this Agreement, on the Closing Date but prior to the Closing.