Retention Bonus Pool. Parent shall agree to the payment by Company of up to $1,000,000 to be distributed to certain Company employees. The names of such employees, the bonus amounts to be paid and the timing of payment of such amounts shall be determined by mutual agreement of Parent and Company prior to the Effective Time. Each employee receiving a retention bonus pursuant to this Section 6.8 shall, prior to payment, sign a retention bonus agreement in form and substance agreeable to Parent and Company.
Retention Bonus Pool. (i) At the next payment day under the normal payroll cycle of Parent after each Retention Milestone occurring no earlier than ten Business Days after such Retention Milestone, Parent shall pay: (i) to the Eligible Employees or Contractors, if any, an aggregate amount equal to the portion of the Retention Bonus Pool for such Retention Milestone that is then payable to the Eligible Employees or Contractors as Retention Bonuses, as set forth on the Retention Bonus Spreadsheet, with such amounts being paid in accordance with the normal payroll procedures of Parent (or to contractors in the normal payment procedures of Parent), less withholding amounts pursuant to applicable law and regulation and subject to structuring of such payment to avoid taxation under Section 409A, and (ii) to one or more charitable entities under the Code as may then be mutually agreed between Parent and Xxxx Xxxxxx, an aggregate amount equal to the remainder of the Retention Bonus Pool for such Retention Milestone that remains unpaid after such Retention Milestone; provided, that if Parent and Xxxx Xxxxxx are unable to agree on which charitable entities will receive such funds or the allocation of the funds among such entities then all such funds shall be donated to the American Red Cross.
(ii) For those Eligible Employees or Contractors (1) who are terminated by Parent without Cause, (2) who are terminated due to a Termination for Death or Disability or (3) who resign following an involuntary order to relocate the geographic location at which such Eligible Employee or Contractor performs services to a location outside of the city of San Francisco, California (excluding ordinary business travel and short term assignments of not more than 30 consecutive days and not more than 90 days total annually) (a “Relocation”), Parent will pay any unpaid Retention Bonus Amounts in accordance with the Retention Bonus Spreadsheet through the normal payroll procedures of Parent (or to contractors in the normal payment procedures of Parent), less withholding amounts pursuant to applicable law and regulation and subject to structuring of such payment to avoid taxation under Section 409A, within 53 days of such termination or resignation and subject to the effectiveness of a customary release agreement in favor of Parent executed by such Eligible Employee or Contractor or his or her authorized representative.
(iii) To the extent that Parent elects to issue Parent Common Stock as part of the Retention B...
Retention Bonus Pool. (a) Within thirty (30) days following the Closing, Buyer shall establish a retention pool (the “Retention Pool”) of Eight Million Dollars ($8,000,000) composed of Four Million Dollars ($4,000,000) in cash (the “Retention Pool Cash”) and such amount of restricted Buyer Shares equal to the product of (x) Four Million Dollars ($4,000,000) divided by (y) the volume-weighted average closing prices of the Buyer Shares for the sixty (60) trading days prior to the Closing Date (the “Retention Pool Shares”), to be paid to the Founders, Key Employees and Remaining Employees subject to the terms and conditions provided in Schedule 1.2(a) and the New Stock Plan (as defined below), the Founders, Key Employees and Remaining Employees (collectively, “Eligible Participants”) shall be eligible to receive from the Retention Pool an aggregate of approximately Two Million, Six Hundred Seventy Thousand Dollars ($2,670,000) each year over the three-year period following the Closing, with each year’s amount being half in Retention Pool Cash and half in Retention Pool Shares, all subject to applicable tax withholding.
(b) At the Closing, Buyer will issue to each Eligible Participant the number of Retention Pool Shares set forth opposite such Eligible Participant’s name on Schedule 1.2(b). Subject to any alternative vesting provided in any other agreement pursuant to which rights to Retention Pool Shares are granted to any Eligible Participant, the Retention Pool Shares shall be subject to the following vesting schedule:
(i) One-third (1/3) of the Retention Pool Shares issued to each Eligible Participant shall vest on the first annual anniversary of the Closing (the “Initial Vesting Date”), provided that such Eligible Participant is then employed by (or in a service provider relationship with) a Buyer Company on the Initial Vesting Date; and
(ii) The remaining two-thirds (2/3) of the Retention Pool Shares issued to each Eligible Participant shall vest every six (6) months following the Initial Vesting Date (each a “Subsequent Vesting Date”), provided that such Eligible Participant is then employed by (or in a service provider relationship with) a Buyer Company on the applicable Subsequent Vesting Date. The Retention Pool Shares shall be granted pursuant to an Israeli sub-plan substantially in the form of Exhibit A that Buyer shall adopt under Buyer’s Stock Incentive Plan (the “New Stock Plan”), which New Stock Plan shall qualify for capital-gains treatment under Section 102(b)(2) ...
Retention Bonus Pool. Buyer, in consultation with Seller, shall establish a retention bonus pool, in the amount to be determined in the sole discretion of Buyer, in order to encourage Seller’s employees to remain with Buyer, thereby assisting Buyer with continuity planning following the consummation of the transactions contemplated by this Agreement, and the employees listed on Section 8.1 of the Seller Disclosure Memorandum shall be eligible to receive the retention bonus payment as specified for such individual on Section 8.1
Retention Bonus Pool. Following the date of this Agreement but prior to the Closing Date, there shall be reserved an aggregate cash retention bonus pool of up to such amount as set forth on Section 8.6 of the Seller Disclosure Schedule (the amount so reserved, the “Bonus Pool”) for retention awards to be made to certain Continuing Employees by Purchaser (the “Retention Awards”). Prior to the Closing Date, Purchaser will identify (i) the individuals who will be eligible to receive Retention Awards (the “Identified Participants”) and (ii) the timing for payment of each of the Identified Participant’s respective Retention Award. Seller and Purchaser shall work in good faith to mutually agree on the amount of the Retention Award to be provided to each Identified Participant. The Retention Awards will be subject to the terms and conditions to be set forth on the retention letters to be provided to the Identified Participants by Purchaser at or around the time of the Closing, which retention letters may be reviewed and commented on by Seller prior to such retention letters being distributed to Identified Participants, which comments, if any, Purchaser will consider in good faith and not unreasonably omit.
Retention Bonus Pool. Prior to the Closing, the Company shall establish a program of discretionary retention bonuses up to $300,000 in the aggregate to be granted to certain key employees, and with such other terms as it may designate, in each case, in mutual agreement with Acquiror, pursuant to a retention bonus plan and/or retention bonus agreements (the “Retention Program”). At least thirty (30) days prior to the Closing, the Company shall provide Acquiror with copies of all retention bonus plans, retention bonus agreements, a schedule of each outstanding retention bonus granted under the Retention Program and all relevant vesting and payment terms. Notwithstanding the foregoing, no Person eligible to receive severance benefits or other payment triggered by the Merger under an employment, change in control, severance, salary continuation agreement or other agreement (a “CIC Payment”) shall be entitled to participate in the Retention Program described in this Section 5.12.
Retention Bonus Pool. 37 -------------------- Section
Retention Bonus Pool. Purchaser will agree to the establishment of a retention bonus pool for applicable employees of Seller at the Branches in an amount not to exceed $20,000. The retention pool would be distributed to key employees of the Branches, as determined by Purchaser.
Retention Bonus Pool. In the event that the Company has, on August 1, 1997, an insufficient amount of cash on hand to fund the retention bonus pool of $1,000,000 accrued in respect of the fiscal year ended May 31, 1997 and payable to participants therein on August 1, 1997 (the "Retention Bonus Pool"), Buyer agrees to provide to the Company an amount in cash equal to the Retention Bonus Pool; provided, however, that such amount to be provided by Buyer shall not exceed $1,000,000.
Retention Bonus Pool. The Retention Bonus Pool shall be retained by Acquiror for the purpose of paying bonuses to certain employees of the Company. Prior to Closing, Company shall provide Acquiror with a list of not more than thirty (30) employees of the Company and the amount of the bonus to be paid to each (which shall not exceed the Retention Bonus Pool in the aggregate), with such bonuses to be paid (i) following the expiration of one (1) year from the date of Closing, provided such individual has been employed by Company or another affiliate of Acquiror for the full year following Closing or (ii) at such earlier time, if such individual's employment has been terminated by Company or Acquiror for a reason other than good cause prior to such date, such list to be set forth at Section 1.05 of the Company Disclosure Letter. The balance of the Retention Bonus Pool not paid to the employees under this Section 1.05 shall be promptly paid to the Company Stockholders pro rata in accordance with their respective holdings of Company Common Stock as set forth on EXHIBIT A.
