Common use of Retention Bonuses Clause in Contracts

Retention Bonuses. The Parties agree and acknowledge that certain Continuing Employees will be entitled to retention bonuses following the Closing, which will be paid to such Continuing Employees following the Closing (the “Retention Bonuses”, and the Continuing Employees entitled to the Retention Bonuses, the “Subject Employees”). Promptly following the date hereof, the Parties shall mutually agree on the identities of the Subject Employees, the amount of the Retention Bonus that each such Subject Employee shall be entitled to and any other terms and conditions relating to any such Retention Bonus. All of the Retention Bonuses shall be paid to the Subject Employees over a 3 to 5 year period following the Closing, in accordance with the terms applicable to each such Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as of the date hereof, Buyer shall be responsible for paying 50% of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject Employees, Seller shall be responsible for paying 100% of the Retention Bonuses. Seller shall fund any amounts for which it is responsible to Buyer for payment to the Subject Employees on an annual basis, so long as the Retention Bonuses are paid annually (or if such Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer with respect to the cost structure, profit target calculation and other similar matters of the Target Companies.

Retention Bonuses. The Parties agree and acknowledge that In connection with Seller’s sale of the Shares to Buyer, Seller has agreed to make retention bonus payments to certain Continuing Employees who are eligible on the scheduled payment dates. Section 7.1(e) of the Disclosure Schedules sets forth (A) a list of the Employees who will be entitled to eligible for retention bonuses following if they are still employed on the ClosingClosing Date, which (B) the requirements such Employees must meet in order to maintain eligibility, (C) bonus payment amounts (expressed as a percentage of salary) and (D) a payment schedule for bonus payment installments. As more particularly set forth in the schedule, retention bonus payments will be made to eligible Employees who continue employment with the Company on an uninterrupted basis for the applicable time periods. (i) The retention bonuses will be paid to eligible Employees on the following schedule: (a) 50% upon Closing and (b) 50% on the 6-month anniversary of the Closing. (ii) Seller shall make the first payment of 50% of the retention bonuses to eligible Employees who qualify upon Closing. Buyer shall make, or cause the Company to make, the remaining payment to eligible Employees who qualify on the applicable payment date. Seller shall reimburse Buyer (or the Company, if requested by Buyer) for such Continuing payments to such Employees following in accordance with the provisions set forth below. (iii) With respect to the post-Closing retention bonus payments, Seller shall: (1) provide Buyer (or the Company) with a list of the eligible Employees with their name, social security number, normal base salary in effect on the Closing (the “Retention Bonuses”Date, and the Continuing Employees entitled to the Retention Bonuses, the “Subject Employees”). Promptly following the date hereof, the Parties shall mutually agree on the identities of the Subject Employees, the amount of the Retention Bonus that each remaining payment of such Subject Employee shall be entitled retention bonuses; (2) subject to and any other terms and conditions relating to any such Retention Bonus. All Buyer (or the Company) providing Seller an estimate of the Retention Bonuses shall be paid retention bonus payment expected to come due at least 15 days prior to the Subject date such payment is due, provide advance funding to Buyer (or the Company, as requested by Buyer) for the estimated payments no later than one day prior to disbursement by Buyer (or the Company) to the eligible Employees; and (3) reimburse Buyer (or the Company, as requested by Buyer) for the employer’s portion of the FICA taxes applicable to the remaining installment payment. (iv) Buyer shall (or shall cause the Company to): (1) provide Seller with an estimate of the second installment payment due to eligible Employees over no later than 15 days prior to the date such payment is due; (2) provide Seller with a 3 reconciliation of the total estimated installment payment and the actual installment payment, including detailed documentation of such actual payments; (3) remit to 5 year period Seller, within 15 days after the date the second installment payment is due, any advance funding received from Seller in excess of actual payments, or invoice Seller for any amounts due to Buyer (or the Company, as requested by Buyer) within 15 days after such amounts are due; and (4) provide the following the Closing, in accordance notation on statements provided to eligible Employees with the terms applicable to each such second installment payment: “Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as of the date hereof, Buyer shall be responsible for paying 50% of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject Employees, Seller shall be responsible for paying 100% of the Retention Bonuses. Seller shall fund any amounts for which it installment is responsible to Buyer for payment to the Subject Employees on an annual basis, so long as the Retention Bonuses are paid annually (or if such Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer with respect to the cost structure, profit target calculation and other similar matters of the Target CompaniesValero.”

Retention Bonuses. The Parties agree (i) Purchaser shall assume all obligations of Seller and acknowledge that certain Continuing Employees will be entitled its Affiliates to pay retention bonuses following under the Closing, which will be paid to such Continuing Employees following terms of the Closing Project Radio Executive and Critical Roles Retention Program disclosed as Item 12 of Section 3.15(a) of the Seller Disclosure Schedules (the “Retention BonusesProgram”, and ) to each participant in the Continuing Employees entitled Retention Program whose name is set forth on a schedule (the “Retention Schedule”) provided by Seller to Purchaser prior to the date hereof (which Retention BonusesSchedule shall set forth, next to the name of each such participant, the amount(s) payable to such participant under the Retention Program on each applicable payment date). Subject to clauses (ii) and (iii) of this Section 5.7(o)(i), Purchaser shall pay the portion of each such retention bonus that (x) is earned because a participant was employed on the Closing Date, with payment being made no later than 30 days following the Closing Date (it being understood that Purchaser shall review and update the Retention Schedule following the Closing Date to remove participants who forfeited their rights to payment because they were not employed on the Closing Date) (the aggregate amount so payable pursuant to this clause (x) following such review and update, the “Subject EmployeesClosing Retention Amount”), and (y) with respect to the participants entitled to receive a payment at the first anniversary under the Retention Program as set forth on the Retention Schedule, is earned because a participant was employed on the first anniversary of the Closing Date or experienced a qualifying termination under the terms of the Retention Program (or under a Purchaser Substitute Retention Arrangement, as defined below, so long as the termination would also have been a qualifying termination under the terms of the Retention Program), with payment being made no later than 30 days following the first anniversary of the Closing Date. (ii) If, prior to or following the Closing Date, Purchaser or one of its Affiliates enters into an employment offer letter or other agreement or arrangement with any participant in the Retention Program that supersedes any of the terms of the Retention Program applicable to such participant (a “Purchaser Substitute Retention Arrangement”), such Purchaser Substitute Retention Arrangement shall contain a written waiver, in the form approved by Seller prior to the date hereof, of such individual’s rights under the Retention Program. (iii) Purchaser shall, promptly following the first (1st) anniversary of the Closing Date, provide Seller with an updated Retention Schedule that will remove any participant who forfeited the right to receive his or her post-closing retention amount because he or she experienced a disqualifying termination (as defined under the terms of the Retention Program) prior to the first anniversary of the Closing Date (and the corresponding amount so forfeited). Promptly following the date hereof, the Parties shall mutually agree on the identities receipt of the Subject Employees, the amount of the updated Retention Bonus that each such Subject Employee shall be entitled to and any other terms and conditions relating to any such Retention Bonus. All of the Retention Bonuses shall be paid to the Subject Employees over a 3 to 5 year period following the Closing, in accordance with the terms applicable to each such Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as of the date hereof, Buyer shall be responsible for paying 50% of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject EmployeesSchedule, Seller shall be responsible for paying 100% pay to Purchaser an amount equal to the sum of all “post-closing retention amounts” set forth on such updated Retention Schedule opposite the names of the Retention Bonusesparticipants listed therein. Purchaser shall indemnify and hold harmless Seller shall fund and its Affiliates for any amounts for which it is responsible to Buyer for payment and all Liabilities of Seller or its Affiliates to the Subject Employees on an annual basis, so long as extent arising out of or relating to the Retention Bonuses are paid annually (or if such Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer Program with respect to the cost structureindividuals set forth on the Retention Schedule, profit target calculation whether arising prior to, at or after the Closing; provided, that Purchaser’s aggregate liability to Seller and other similar matters its Affiliates pursuant to this provision shall not exceed the sum of the Target CompaniesClosing Retention Amount plus the aggregate amount paid by Seller to Purchaser pursuant to this Section 5.7(o)(iii).

Retention Bonuses. The Parties agree Subject to your acceptance of employment with Facet and acknowledge that certain Continuing Employees continued employment in good standing through the applicable bonus dates (each, a “Bonus Date”) and the terms and conditions of this letter agreement (this “Letter Agreement”), you will be entitled to retention bonuses following the Closingearn, which and Facet will be paid to such Continuing Employees following the Closing (pay you, the “Retention Bonuses”” set forth below: · January 31, and the Continuing Employees entitled 2009 - $25,000 · June 30, 2009 - $66,000 · December 31, 2009 - $88,000 Subject to the terms and conditions of this Letter Agreement, each Retention BonusesBonus would be paid with the next regular paycheck following the applicable Bonus Date. Notwithstanding the foregoing or anything else in this Letter Agreement, if prior to a Bonus Date Facet terminates your employment without “Cause” (as that term is defined in Facet’s Retention and Severance Plan (the “Subject EmployeesRSP”). Promptly following ), then on the date hereofof such employment termination you would, subject to the Parties shall mutually agree on the identities of the Subject Employeeslast sentence in this paragraph, the earn a prorated amount of the portion of any Retention Bonuses that you otherwise would have earned. The foregoing proration would be based on the number of months between December 1, 2008 and such termination date, rounded up to the nearest whole month. Any portion of your Retention Bonuses that would be payable pursuant to this paragraph would be earned provided that you sign, and do not revoke, Facet’s form of release agreement (“Release Agreement”), and we would pay such portion of your Retention Bonus promptly after the effective date of your Release Agreement and in any event, provided that each such Subject Employee shall be entitled to and any other your Release Agreement has become effective, within 60 days after your termination date. Notwithstanding the terms and conditions relating to any such Retention Bonus. All of the RSP or the preceding paragraph, should your employment be terminated without Cause in connection with or following a “Change in Control” (as that term is defined in and determined under the RSP) and provided you sign, and do not revoke, the Release Agreement, we would pay you the full amount of your Retention Bonuses shall be paid to that you have not yet earned promptly after the Subject Employees over a 3 to 5 year period following the Closingeffective date of your Release Agreement and, in accordance with the terms applicable to each such Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as any event, provided that your Release Agreement has become effective, within 60 days of the date hereofof your employment termination. If Facet terminates your employment for Cause or you voluntarily terminate your employment, Buyer shall be responsible for paying 50% then you would not receive any portion of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject Employees, Seller shall be responsible for paying 100% of the Retention Bonuses. Seller shall fund any amounts for which it is responsible to Buyer for payment to the Subject Employees on an annual basis, so long as the your Retention Bonuses are paid annually (or if such that you have not earned. You agree that none of your Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid would be “grossed up” and will be subject to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies all applicable payroll withholdings and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer with respect to the cost structure, profit target calculation and other similar matters of the Target Companiesdeductions.

Retention Bonuses. The Parties agree and acknowledge that certain Continuing Employees will be entitled to retention bonuses following the Closing, which will be paid to such Continuing Employees following the Closing (the “Retention Bonuses”, and the Continuing Employees entitled to the Retention Bonuses, the “Subject Employees”). Promptly following the date hereof, the Parties shall mutually agree on the identities of the Subject Employees, the amount of the Retention Bonus that each such Subject Employee shall be entitled to and any other terms and conditions relating to any such Retention Bonus. All of the Retention Bonuses shall be paid to the Subject Employees over a 3 to 5 year period following the Closing, in accordance with the terms applicable to each such Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as of the date hereof, Buyer shall be responsible for paying 50% of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject Employees, Seller shall be responsible for paying 100% of the Retention Bonuses. Seller shall fund any amounts for which it is responsible to Buyer for payment to the Subject Employees on an annual basis, so long as the Retention Bonuses are paid annually (or if such Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx Buyer to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer with respect to the cost structure, profit target calculation and other similar matters of the Target Companies.. 37 SV\1617695.10

Retention Bonuses. The Parties agree and acknowledge that certain Continuing Employees will be entitled to retention bonuses following Within ten (10) business days after the Closing, which will be paid Spectra shall pay to each of Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx (each, a "Subject Employee") a retention bonus equal to one-half of such Continuing Employees following the Closing (the “Retention Bonuses”Subject Employee's annual base salary as of May 1, and the Continuing Employees entitled to the Retention Bonuses2002, the “provided that such Subject Employees”). Promptly following the date hereof, the Parties shall mutually agree on the identities Employee is employed by Seller as of the Subject Employees, the amount of the Retention Bonus that Closing. The Buyer shall also pay to each such Subject Employee an additional retention bonus equal to one-half of such Subject Employee's annual base salary as of May 1, 2002 and shall be entitled continue the health insurance coverage of such Subject Employee for a period of twelve (12) months after the Closing, provided that: (i) such Subject Employee has been employed by the Buyer for the full six (6) months following the Closing Date; or (ii) such individual's employment has been terminated by the Buyer for a reason other than Cause prior to and any other terms and conditions relating such date. The additional retention bonus referred to any such Retention Bonus. All of in the Retention Bonuses preceding sentence shall be paid by the Buyer to each eligible Subject Employee within ten (10) business days after the six (6) month anniversary of the Closing Date. For purposes of this Section 6(b), "Cause" shall be defined as: (A) the knowing refusal to follow reasonable and lawful directives of the President, Chief Executive Officer or Board of Directors of Buyer, which directives are consistent with such Subject Employee's title and experience, and the nature of the Subject Employee's responsibilities prior to the Closing, and which continues after 15 days' notice and the opportunity to cure (if capable of cure), and which directive, if requested in writing by the Subject Employee during such period, is ratified and confirmed in writing by the Board of Directors of the Buyer; (B) any act of fraud or dishonesty with respect to any aspect of the Buyer's or any Affiliate's business; (C) the use of illegal drugs in a manner which has a material adverse effect on the Buyer or the Seller; (D) gross negligence or willful misconduct that causes, or the failure to take reasonable and appropriate action to prevent, any material injury to the financial condition or business or scientific reputation of the Seller, the Buyer or any Affiliate thereof; or (E) conviction of a felony." The Subject Employees shall be third party beneficiaries of the Agreement solely for the purposes of enforcing this Section 6(b). The Buyer agrees not to change the salary or benefits (except with respect to benefits only, as may be commensurate with similarly situated employees of the Buyer) of any Subject Employee during the six month period after Closing; provided, however, that each of the Subject Employees over a 3 to 5 year period following the Closing, in accordance with the terms applicable to each such Retention Bonus. With respect to (a) certain key Subject Employees agreed upon between the Parties as shall remain "at will employees" of the date hereof, Buyer shall be responsible for paying 50% of the Retention Bonuses, up to an aggregate payment by Buyer not to exceed $500,000, and Seller shall be responsible for paying the remaining amounts owed to such key Subject Employees and (b) all other Subject Employees, Seller shall be responsible for paying 100% of the Retention Bonuses. Seller shall fund any amounts for which it is responsible to Buyer for payment to the Subject Employees on an annual basis, so long as the Retention Bonuses are paid annually (or if such Retention Bonuses are paid on a semi-annual or quarterly basis, Seller shall fund its portion thereof on a semi-annual or quarterly basis, as applicable). In the event that any Retention Bonus is not paid to any Subject Employee for any reason or no reason, then the portion of such Retention Bonus funded by Seller shall be immediately reimbursed by Xxxxx to Seller. Notwithstanding anything herein to the contrary, in no event shall payment of the Retention Bonuses by Seller, Buyer, the Target Companies or any of their respective Affiliates be included in the cost structure or profit target calculation of the Target Companies and their Subsidiaries, or otherwise be included in any of the matters contemplated by that certain letter agreement to be entered into among Seller and Buyer with respect to the cost structure, profit target calculation and other similar matters of the Target Companies.