Employee Retention Bonuses. Agent may pay, as an Expense, retention bonuses (“Retention Bonuses”) (which bonuses shall be inclusive of payroll taxes, but as to which no benefits shall be payable), up to a maximum of ten percent (10%) of base payroll for all Retained Employees, to such Retained Employees who do not voluntarily leave employment and are not terminated “for cause,” as it may determine in its discretion. The amount of such Retention Bonuses shall be in an amount to be determined by Agent, in its discretion, and shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant’s payroll system. Agent shall provide Merchant with a copy of Agent’s Retention Bonus plan within five (5) business days after the Sale Commencement Date.
Employee Retention Bonuses. In Agent's sole discretion Proceeds -------------------------- may be used to pay, as an Expense, retention bonuses ("Retention Bonuses") ----------------- (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable) to Retained Employees who do not voluntarily leave employment and are not terminated "for cause." Such Retention Bonuses shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant's payroll system.
Employee Retention Bonuses. In Agent's sole discretion Proceeds may be used to pay, as an Expense, retention bonuses ("RETENTION BONUSES") (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable) ("RETENTION BONUSES") in an aggregate amount of up to 10% of base payroll for each Store (which amount is inclusive of payroll taxes and as to which no benefits shall be payable) to Retained Employees who do not voluntarily leave employment and are not terminated "for cause." Such Retention Bonuses shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant's payroll system.
Employee Retention Bonuses. In Agent’s sole discretion, Agent at its sole cost may pay retention bonuses (“Retention Bonuses”) to Retained Employees who do not voluntarily leave employment and are not terminated “for cause.” Such Retention Bonuses shall be advanced by Agent to Merchant prior to the date payable and shall be processed through Merchant’s payroll system.
Employee Retention Bonuses. Agent shall pay, as an Expense, retention bonuses ("Retention Bonuses") (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable), up to a maximum of 10% of base payroll, to certain Retained Employees who do not voluntarily leave employment and are not terminated "for cause". The amount of such Retention Bonuses, which will be payable within thirty (30) days after the Sale Termination Date, shall be in an amount to be determined by Agent, in its discretion, and shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant's payroll system. Agent shall provide Merchant with a copy of Agent's Retention Bonus plan within two (2) business days after the Sale Commencement Date. Agent shall not utilize the Retention Bonus as a mechanism to incentivize Retained Employees to act contrary to Merchant's best interests.
Employee Retention Bonuses. Agent shall have the right to elect to pay, as an Expense, retention bonuses (each a “Retention Bonus”) (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable), up to a maximum of 10% of Base Payroll (excluding SPIFFS), to certain Retained Employees who do not voluntarily leave employment and are not terminated “for cause”. Subject only to the limitation of 10% of base payroll (excluding SPIFFS), the actual to be paid to each such Retained Employee shall be in an amount to be determined by Agent, and shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant’s payroll system. Agent shall provide Merchant with a copy of Agent’s Retention Bonus plan within five (5) days following the execution of this Agreement.
Employee Retention Bonuses. 24 Section 10. Conditions Precedent.......................................................................24
Employee Retention Bonuses. For the avoidance of doubt, the obligation to pay the entire portion of the Employee Retention Bonuses in accordance with the Retention Letters shall be an Assumed Liability. Assuming each of the Employee Retention Bonuses are fully earned by the Retention Bonus Employees, the entire obligation is equal to $395,938, inclusive of employer-paid taxes thereon. If, for any reason, the total amount paid to the Retention Bonus Employees (plus applicable employer-paid taxes thereon) is less than $395,938, Buyer shall owe to Sellers an amount equal to (i) the Employee Retention Bonus Amount – Seller Portion minus (ii) fifty percent (50%) of the amount of the Employee Retention Bonuses (plus applicable employer-paid taxes thereon) actually paid by Buyer (such amount, the “Bonus Reimbursement Amount”). Buyer shall pay to Sellers the Bonus Reimbursement Amount at such time, after payment of the Employee Retention Bonuses has been made, as Buyer and Sellers are exchanging funds pursuant to another provision of this Agreement (e.g., in connection with a post-Closing Working Capital true-up or a release of Holdback Cash Consideration or the First Insurance Payment or the Second Insurance Payment, etc.); provided, that, in no instance shall the payment of the Bonus Reimbursement Amount be later than December 31, 2018. In furtherance of the foregoing, Sellers shall have the right, upon reasonable request, to verify and confirm the employment status of the Retention Bonus Employees (and request other reasonably necessary information) at any time prior to the payment of the Employee Retention Bonuses for the purposes of determining whether the conditions to the payment of each Employee Retention Bonus were satisfied. Buyer may not amend or terminate the Retention Letters or the terms and conditions of the Employee Retention Bonuses without the prior written consent of RGV, which consent shall not be unreasonably withheld, conditioned or delayed.
Section 4. The first sentence of Section 4.5(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
Employee Retention Bonuses. Subject to approval by the Bankruptcy Court, Agent may pay, as an Expense, retention bonuses and/or severance pay (“Retention Bonuses”) (which bonuses shall be inclusive of payroll taxes, but as to which no benefits shall be payable), up to a maximum of $7,400,000 in the aggregate, to such Retained Employees who do not voluntarily leave employment, are not otherwise entitled to receive severance pay, and are not terminated “for cause,” as Agent may determine in its discretion. Subject to approval by the Bankruptcy Court, the amount of such Retention Bonuses shall be in an amount to be determined by Agent, in its discretion, and shall be payable within thirty (30) days after the Sale Termination Date, and shall be processed through Merchant’s payroll system.
Employee Retention Bonuses. Agent shall pay, as an Expense, retention bonuses (“Retention Bonuses”) (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable) up to approximately 10% of base payroll, to certain Retained Employees who do not voluntarily leave employment and are not terminated “for cause”. The amount of such Retention Bonuses, which will be payable within thirty (30) days after the Sale Termination Date, shall be in an amount to be determined by Agent, in its discretion, and shall be processed through Merchant’s payroll system. Agent shall provide Merchant with a copy of Agent’s Retention Bonus plan within two (2) business days after the Sale Commencement Date. Agent shall not utilize the Retention Bonus as a mechanism to encourage Retained Employees to act contrary to Merchant’s best interests.
