Offer Employee Compensation. The Manager shall be solely responsible for (i) the payment of all compensation payable to the Offer Employees with respect to the period prior to the Effective Time, whether payable prior to or following the Effective Time (other than with respect to the Bonus Amount, as described below), and (ii) the payment of all compensation payable to the Offer Employees with respect to the period commencing at the Effective Time and ending immediately prior to the Employment Commencement Date, whether payable prior to or following the Employment Commencement Date, which in the case of this clause (ii) shall be reimbursed by the Company in accordance with the terms and conditions of the TSA. The “Bonus Amount” shall be an amount equal to (x) the aggregate amount set forth on Exhibit D, less (y) the Manager Cash Payment. The Bonus Amount shall be used by the Company for payment of discretionary cash bonuses for Offer Employees (other than the Company’s Chief Executive Officer) who become employed by the Company in accordance with Section 2.02 above with respect to the portion of calendar year 2022 elapsed through and including the Effective Date (but subject in all cases to the terms of the applicable Separation Agreement). The “Manager Cash Payment” shall be the aggregate cash amount that the Manager has agreed to pay to Offer Employees (other than the Company’s Chief Executive Officer) who become employed by the Company in accordance with the terms and conditions of the applicable Separation Agreement and remain employed by the Company through the Manager Cash Payment Date, which amount for each such Offer Employee shall be equal to the lesser of $50,000 and, if applicable, either (1) a pro-rated portion of the Offer Employee’s gross annual cash bonus payment from the Manager for calendar year 2021 or (2) for Offer Employees who commenced employment with the Manager in 2022, a pro-rated portion of the payment accrued with respect to the Offer Employee based on their applicable start date (such pro-ration in (1) and (2) to be based on the portion of 2022 elapsed through the Effective Time), and payable to the applicable Offer Employee on March 15, 2023 (the date of such payment, the “Manager Cash Payment Date”), in each case subject to the terms of the applicable Separation Agreement, and any portion of the Manager Cash Payment not paid to Offer Employees shall be paid to the Company. The Manager shall inform the Company of the Manager Cash Payment amount at least th...
Offer Employee Compensation. Except as expressly provided in Section 2.04 hereof (with respect to the Manager Release Consideration Payment) or any payments in respect of deferred compensation amounts, unvested retirement plan (401(k)) account balances and accrued but unpaid paid time off with respect to the Offer Employees, which shall be paid and the cost of which shall be borne fully by the Company, the Manager shall be solely responsible for (i) the payment of all compensation earned and payable to the Offer Employees (on a pro-rated (daily) basis) with respect to the period prior to the Effective Time, whether payable prior to or following the Effective Time, and (ii) to the extent applicable, the payment of all compensation earned and payable to the Offer Employees (on a pro-rated (daily) basis) with respect to the period commencing at the Effective Time and ending immediately prior to the Employment Commencement Date, whether payable prior to or following the Employment Commencement Date, which in the case of this clause (ii) shall be reimbursed by the Company and/or its affiliates in accordance with the terms and conditions of the TSA.
