Retention Payments. Executive shall be eligible to earn each Retention Payment listed below, by: (a) being employed on the date listed next to the Retention Payment; (b) not being in a PIP Period (“PIP Period” is defined in Paragraph 4(a) below) on the date listed next to the Retention Payment; and (c) if Executive has resigned or been given notice of termination without Cause (“Cause” is defined in Paragraph 4(b) below) but remains employed during a notice period, assisting in an Orderly Transition of Duties (“Orderly Transition of Duties” is defined in Paragraph 4(c) below). Notwithstanding condition (b), Executive shall be eligible to earn any Retention Payments not earned because Executive was in a PIP Period (“Suspended Payments”) by remaining employed by InterMune, Inc. through the expiration of the PIP Period, at which time any Suspended Payments will be paid to the Executive. Retention Payments are in addition to Executive’s regular compensation package and are not to be considered “bonus” compensation. Date Retention Payment May Be Earned Amount May 31, 2007 $ 50,000 July 30, 2007 $ 50,000 October 30, 2007 $ 75,000 February 28, 2008 $ 75,000 June 30, 2008 $ 85,000 September 30, 2008 $ 100,000 January 1, 2009 $ 100,000 April 1, 2009 $ 40,000
Retention Payments. (a) In the event that Executive is employed by the Company on January 1, 2002, Executive shall be entitled to a lump sum cash retention payment equal to 150% of the sum of (i) Executive's Base Salary and (ii) Executive's target annual bonus, each as in effect for the 2001 fiscal year (such sum, the "2002 Retention Bonus").
(b) In the event that Executive is employed by the Company on January 1, 2003, Executive shall be entitled to a lump sum cash retention payment equal to 50% of the sum of (i) Executive's Base Salary and (ii) Executive's target annual bonus, each as in effect for the 2002 fiscal year (such sum, the "2003 Retention Bonus").
(c) In the event Executive's employment is terminated prior to January 1, 2002 by the Company other than for Cause or by the Executive for Good Reason or due to Executive's death or Disability, Executive shall be entitled to an amount equal to the 2002 Retention Bonus multiplied by a fraction, the numerator of which is the number of days elapsed from and including January 1, 2000 and ending on the date of such termination and the denominator of which is 731.
(d) In the event Executive's employment is terminated in 2002 by the Company other than for Cause or by the Executive for Good Reason or due to Executive's death or Disability, Executive shall be entitled to an amount equal to the 2003 Retention Bonus multiplied by a fraction, the numerator of which is the number of days in 2002 ending on the date of such termination and the denominator of which is 365.
(e) The payments to be made pursuant to the provisions of this Section 2.05 shall be in addition to any amount payable to Executive with respect to Executive's target bonus opportunity for such year or any right to receive the Basic Bonus Amount, as the case may be.
Retention Payments. In consideration for the terms of this Agreement and to provide you with an additional incentive to remain with DoubleClick,
Retention Payments. Subject to the terms and conditions of this Agreement, Employee shall be eligible to receive Retention Payments as follows: Subject to Employee's execution of the Termination Agreement attached hereto as Exhibit A and a General Release in substantially the form attached hereto as Exhibit B, a payment in the amount of $125,000.00 (less usual and customary taxes, deductions, and withholdings) shall be paid in cash to Employee if employed by PGE on the date Employee signs this Agreement with payment to be made in accordance with Section 3, below; and Subject to Employee's execution of a General Release in substantially the form attached hereto as Exhibit B, a payment in the amount of $125,000.00 (less usual and customary taxes, deductions, and withholdings) shall be paid in cash to Employee if employed by PGE on June 15, 2003 with payment to be made in accordance with Section 3, below.
Retention Payments. The Vendors hereby direct the Purchaser to deduct the sum of $507,132 (the “Retention Adjustment”) from the cash portion of the Consideration payable at the Closing Time and to defray the cost of making the payments (the “Retention Payments”) to MFI’s employees listed on Schedule 2.5 who continue to be employed by MFI following the Closing Date (the “Listed Employees”). The parties confirm that the Consideration shall be reduced by the amount of the Retention Adjustment. [**](21). The timing and communication of the Retention Payments shall be coordinated between the Vendors and the Purchaser acting reasonably and in accordance with the following terms:
(a) [**](22).
(b) [**](23).
(c) [**](24):
(i) [**](25); or
(ii) [**](26);
(d) [**](27). In the event that the Retention Payments are not paid to Listed Employees as a result of the Listed Employee’s failure to sign a full and final release, such amounts shall be forthwith remitted to counsel for the Purchaser to be applied against any contingent or potential liability arising out of the termination of such Listed Employee. Within thirty (30) days of any payment referred to in this Section 2.5, the Purchaser shall deliver written confirmation to the Vendors setting out the purpose and amounts paid by MFI to the Listed Employee.
Retention Payments. (a) Subject to the terms and conditions of this Agreement, in the event of a Change in Control (as defined in Section 2 hereof) prior to March 27, 2018, the Bank shall pay to Employee a cash bonus equal to 0.75 times his then-current Base Salary (as defined in Section 2 hereof), less withholding for taxes and other similar items (the "Change in Control Bonus"), in a single lump sum within thirty (30) days following the Change in Control Effective Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section I(c) hereof, Employee is employed by the Bank on the Change in Control Effective Date.
(b) Subject to the terms and conditions of this Agreement, the Bank shall pay to Employee a cash retention bonus equal to 0.75 times his then-current Base Salary, less withholding for taxes and other similar items (the "Post-Closing Retention Bonus"), in a single lump sum within thirty (30) days following the Post-Closing Retention Payment Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section l(d) hereof, Employee is employed by the Bank on the Post-Closing Retention Payment Date.
(c) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Pre-Change in Control Qualifying Termination (as defined in Section 2 hereof), then Employee shall be entitled to receive, and the Bank shall pay to Employee, the Change in Control Bonus and the Post- Closing Retention Bonus in a single lump sum within thirty (30) days following the Change in Control Effective Date. If Employee 's employment with the Bank is terminated for any reason other than by reason of a Pre-Change in Control Qualifying Termination prior to the Change in Control Effective Date, then Employee shall not be entitled to the Change in Control Bonus or the Post-Closing Retention Bonus.
(d) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Post-Change in Control Qualifying Termination (as defined in Section 2 hereof), then the Bank shall pay to Employee an amount equal to the Post-Closing Retention Bonus in a single lump sum within thirty (30) days following Employee's date of termination. If Employee's employment with the Bank is terminated for any reason other than by reason of a Post-Change in Control Qualifying Termination following the Change in Control Effective Date, then Employee shall not be entitled to the Post-Closing Retention Bonus.
(e) For purposes of clarity, Employee shall not...
Retention Payments. Provided that you remain actively employed in good standing by the Company as of March 31, 2016 (the “Retention Date”), the Company agrees that you will be entitled to receive the following payments and benefits (collectively, the “Retention Benefits”):
Retention Payments. (A) In addition to the Annual Base Salary and Annual Bonus, the Executive shall be entitled to receive payments and awards from a $68,000,000 retention pool (the "Retention Pool") in the aggregate amount set forth on Exhibit A hereto (the "Aggregate Retention Amount"). The Retention Pool and the Aggregate Retention Amount shall be payable as to 44% of such amounts in cash and as to 56% of such amounts in non-qualified stock options to acquire shares of KeyCorp common stock (the "Retention Options"). The aggregate number of Retention Options to be granted as a percentage of the Retention Pool shall be determined as of the date hereof based on the Black-Scholes option pricing model at a .315 valuation (the "Valuation Method"). Retention Options with a value (based on the Valuation Method) equal to the non-cash portion of the Aggregate Retention Amount shall be granted to the Executive in two portions with at least one-half of such Retention Options granted on the Commencement Date and the remaining portion granted before January 31, 1999. The Retention Options (i) shall have an exercise price equal to the fair market value of KeyCorp common stock on the date of grant, (ii) shall have an option expiration date of ten years from the date of grant (the "Option Term"), (iii) shall vest as provided in paragraph (B) below and (iv) shall be exercisable after becoming vested during the periods provided in the KeyCorp Amended and Restated 1991 Equity Compensation Plan as in effect as of the date hereof, provided, however, that KeyCorp shall use its best efforts to obtain approval from KeyCorp's Compensation and Organization Committee to provide the Executive with a two-year post termination of employment exercise period, except upon a termination for Cause (as defined herein) or without Good Reason (as defined herein). In no event shall the Retention Options be exercisable beyond the Option Term.
(B) The Retention Pool and the Aggregate Retention Amount, including the Retention Options granted in satisfaction thereof (whether granted on the Commencement Date or otherwise), shall vest in the percentages, and be payable or exercisable, as the case may be, on the dates set forth below or if earlier as provided in the next following sentence: Vesting & Payment Date Retention % ---------------------- ----------- 2nd Anniversary of Commencement Date 33-1/3 3rd Anniversary of Commencement Date 66-2/3 If the Company shall terminate the Executive's employment other than for C...
Retention Payments. (i) The Company will pay to Executive, or Executive’s estate if applicable, an amount equal to $216,000, representing Executive’s pro-rata cash incentive payment for fiscal 2012, payable in the same manner and at the same time as annual bonus payments are made to then-current employees of the Company with respect to 2012, but in no event later than March 15, 2013. This payment will be made to Executive or Executive’s estate no later than March 15, 2013 regardless of whether Executive is still employed by the Company on March 15, 2013. For the avoidance of doubt, Executive is not entitled to any additional bonus for 2012.
(ii) In addition to the payment in Section 8(a)(i), if (A) Executive remains employed with the Company through the one year anniversary of the date of the Closing, or (B) Executive’s employment is terminated by the Company for any reason prior to the one year anniversary of the date of the Closing or (C) Executive terminates his employment for Good Reason prior to the one year anniversary of the date of the Closing, or (D) Executive dies prior to the one year anniversary of the date of the Closing, or (E) the Executive’s employment is terminated prior to the one year anniversary of the date of Closing after the Executive becomes disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (the applicable date in (A), (B), (C), (D) or (E), the “Retention Vesting Date”), then the Company will pay to Executive or to Executive’s estate if applicable, an amount equal to (1) $1,043,750, payable in a lump sum on the forty-fifth (45th) day following the Retention Vesting Date, (2) $101,250, payable in a lump sum on the first regularly scheduled payroll date of the Company in the seventh month after the Termination Date (the “Seventh Month”) and (3) $101,250, payable in substantially equal installments on the Company’s regularly scheduled payroll dates in each of the next six (6) months following the Seventh Month.
Retention Payments. Executive will be entitled to receive certain retention payments in accordance with the following terms.
(a) On the Closing Date (as such term is defined in the Merger Agreement), the Executive will be entitled to receive an amount equal to $82,500 payable in a single lump sum within 10 business days following the Closing Date, subject to and conditioned upon the Executive remaining continuously employed by the Company from the date hereof through the Closing Date. In the event that the Executive voluntarily resigns from his employment with the Company prior to the first anniversary of the Closing Date, the Executive must repay the Company an amount equal to $52,000 within 10 business days following such resignation.
(b) On the one-year anniversary of the Closing Date, the Executive will be entitled to receive an amount equal to $184,000 payable in a single lump sum within 10 business days following such one-year anniversary of the Closing Date, subject to and conditioned upon the Executive remaining continuously employed by the Company from the date hereof through the one-year anniversary of the Closing Date.
