Common use of Retention Bonuses Clause in Contracts

Retention Bonuses. (a) On or prior to the Closing Date, Sellers shall pay to each Transferred Entity Employee listed on Schedule 6.4(a) of the Sellers Disclosure Letter the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, the “Initial Retention Bonuses”). The Retention Bonuses, once paid, will not be included in the calculation of Working Capital. (b) Sellers shall pay directly to each Transferred Entity Employee listed on Schedule 6.4(b) of the Sellers Disclosure Letter, and be responsible for the employer portion of any payroll and employment taxes relating thereto and all related withholding (and Purchasers shall provide to Sellers such information and documentation as Sellers shall reasonably request related thereto), so long as such Transferred Entity Employee (i) is employed by a Transferred Entity or an Affiliate of Purchasers as of the Additional Retention Bonus Date (as defined below) and (ii) waives and releases any and all claims against Sellers and their Affiliates (not including Newco and Alkermes Gainesville), the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, the “Additional Retention Bonuses” and together with the Initial Retention Bonuses, the “Retention Bonuses”), which Additional Retention Bonuses shall be paid on December 15, 2015 or such other date prior to December 25, 2015 as Sellers may determine (the “Additional Retention Bonus Date”). Purchasers shall provide Sellers a list of Transferred Entity Employees employed by either a Transferred Entity or an Affiliate of Purchasers as of December 1, 2015 and shall be obligated to notify Sellers of any resignation or expected resignation of a Transferred Entity Employee prior to December 15, 2015. The Additional Retention Bonuses will not be included in the calculation of Working Capital.

Retention Bonuses. As part of Seller's sale of the Assets, Seller has agreed to make retention payments to Employees who are qualified on the payment dates, equal to 25% of normal earning in effect at the time of Closing. The payment will be made to Employees who (a) On or accept Purchaser's offer of employment, (b) move directly to employment by Purchaser without a break in services, and (c) continue employment with Purchaser for the applicable periods. 21.12.1 The retention bonuses will be paid to Employees on the following schedule: (a) 10% upon Closing and transfer of such Employees directly to Purchaser's payroll, (b) 5% on the 6-month anniversary of the Closing and (c) 10% on the 12-month anniversary of the Closing. 21.12.2 Seller shall make the first payment of 10% to those Employees who qualify upon Closing. Purchaser shall make the remaining two payments to those Employees who qualify on the applicable payment dates. Seller shall reimburse Purchaser for such payments to such Employees in accordance with the provisions set forth below. 21.12.3 With respect to these subsequent retention bonus payments, Seller shall: 21.12.3.1 provide Purchaser with a list of all hired Employees with their name, social security number, normal earning in effect on the date of the Closing, and the amount of the remaining two payments of such retention bonuses; 21.12.3.2 subject to Purchaser providing an estimate of payments due to Seller 15 days prior to the Closing Datedate such payments are due, Sellers Seller shall pay provide advance funding to each Transferred Entity Employee listed on Schedule 6.4(a) Purchaser for the estimated payments no later than one day prior to disbursement by Purchaser; 21.12.3.3 reimburse Purchaser for any amounts Purchaser paid to qualified Employees in excess of the Sellers Disclosure Letter estimated amounts paid to Purchaser in accordance with Section 21.12.3.2, within 15 days of receipt of documentation from Purchaser; and 21.12.3.4 reimburse Purchaser for the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, employer's portion of the “Initial Retention Bonuses”). The Retention Bonuses, once paid, will not be included in FICA taxes applicable to the calculation of Working Capitalremaining two installment payments. (b) Sellers shall pay directly 21.12.4 Purchaser shall: 21.12.4.1 provide Seller with an estimate of each installment payment due to each Transferred Entity Employee listed on Schedule 6.4(b) qualified Employees no later than 15 days prior to the date such payments are due; 21.12.4.2 provide Seller with a reconciliation of the Sellers Disclosure Lettertotal estimated installment payment and the actual installment payment, and be responsible for the employer portion including detailed documentation of any payroll and employment taxes relating thereto and all related withholding (and Purchasers shall provide such actual payments; 21.12.4.3 remit to Sellers such information and documentation as Sellers shall reasonably request related thereto)Seller, so long as such Transferred Entity Employee (i) is employed by a Transferred Entity or an Affiliate of Purchasers as within 15 days of the Additional date such installment payments are due, any advance funding received from Seller in excess of actual payments or invoice Seller for any amounts due to Purchaser; and 21.12.4.4 provide the following notation on statements provided to qualified Employees with each installment: "Retention Bonus Date (as defined below) and (ii) waives and releases any and all claims against Sellers and their Affiliates (not including Newco and Alkermes Gainesville), the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, the “Additional Retention Bonuses” and together with the Initial Retention Bonuses, the “Retention Bonuses”), which Additional Retention Bonuses shall be paid on December 15, 2015 or such other date prior to December 25, 2015 as Sellers may determine (the “Additional Retention Bonus Date”). Purchasers shall provide Sellers a list of Transferred Entity Employees employed installment is funded by either a Transferred Entity or an Affiliate of Purchasers as of December 1, 2015 and shall be obligated to notify Sellers of any resignation or expected resignation of a Transferred Entity Employee prior to December 15, 2015. The Additional Retention Bonuses will not be included in the calculation of Working Capital.Ultramar Inc."