Retention Plan. The Company Board shall be entitled to establish a retention plan, and to make payments in accordance with such plan, for certain employees of the Company, in each case as set forth in Section 6.9(g) of the Company Disclosure Schedule.
Retention Plan. Stay bonuses paid or payable under any EMPLOYER -------------- retention plan are not "severance pay" for the purposes of this Agreement.
Retention Plan. Prior to the Effective Time, Parent will establish a retention plan for the benefit of certain employees of the Surviving Corporation. In addition, the Company and Parent agree to cooperate in taking additional actions in order to promote the retention and ensure the continuity of key management, which may include the amendment of certain existing continuity agreements entered into between the Company and certain members of key management and the grant of certain retention equity awards in connection therewith.
Retention Plan. Prior to the Closing, the Company’s Board of Directors shall be permitted to take all actions contemplated by Section 3 of the Retention Plan, provided that the determination of the amount of “Net Proceeds”, as defined in the Retention Plan, shall not be determined without the prior consent of Parent, not to be unreasonably withheld. The Company shall use its commercially reasonable efforts to cause each Participant, as defined in the Retention Plan, to execute and deliver a Participation Agreement with respect to its participation such Retention Plan. Parent shall, or shall cause the Surviving Corporation to, fund the Bonus Pool (as defined in the Retention Plan) and pay the amounts allocated thereunder in accordance with Section 2.8 of this Agreement and the terms of the Retention Plan.
Retention Plan. The Company and EarthLink shall cooperate and communicate in good faith on a plan for retaining key Company employees.
Retention Plan. The Company's Executive Retention Plan shall have been terminated with no liability to the Company or to Buyer.
Retention Plan. Parent acknowledges and agrees that pursuant to the terms of the Retention Plan any amounts paid to the Holder of a CVR upon the achievement of a Milestone shall be considered “Net Proceeds” under the terms of the Retention Plan, and as a result thereof each Participant is entitled, upon the achievement of a Milestone, to receive a portion of such “Net Proceeds” pursuant to the terms of the Retention Plan and the Participation Agreement entered into by such Participant, and Parent shall, or shall cause the Surviving Corporation to, pay such amounts to such Participants in accordance with the terms of the Retention Plan.
Retention Plan. Parent and the Company agree to work together in good faith to design and develop a cash compensation program to be adopted by the Company for the purpose of retaining employees of the Company through and following the Effective Time not to exceed $5,000,000 (the “Retention Plan”). Parent and the Company shall each take into account the reasonable input of the other in designing, developing and selecting the employees eligible to participate in the Retention Plan, and shall use their reasonable best efforts to cause the Retention Plan to be duly adopted, implemented and communicated to employees of the Company as soon as practicable after the date of this Agreement, by May 31, 2006, if possible. Parent agrees to assume the Retention Plan after the Closing and to not terminate, amend or otherwise modify the Retention Plan, and to make all payments provided for in the Retention Plan following the Effective Time, as such payments become due and payable, subject to the terms of the Retention Plan. Without limiting the generality of Section 9.5, or any specific applicability thereof, with respect to the legal enforceability of the foregoing, this Section 6.19 is intended to be for the sole benefit of the parties to this Agreement and this Section 6.19 is not intended to confer upon any other Person any rights or remedies hereunder.
Retention Plan. Prior to Closing, the Seller shall institute a retention program with respect to the MCC Business Employees mutually selected prior to the date hereof by the Seller and the Purchaser, which program shall provide for cash bonus for MCC Business Employees. Retention payments under such program shall be made by the Purchaser following the Closing in accordance with the terms of thereof; provided, that, fifty-percent (50%) of the retention obligations under such program, including employer-side payroll taxes applicable to such fifty-percent (50%) portion of the retention obligations, shall be included in the calculation of the Net Asset Value.
Retention Plan. The Seller shall perform all its obligations under the Retention Plan, including, without limitation, the payment of (a) the Covered Transaction Benefit (as defined in the Retention Plan) in accordance with the timeframes set forth under the heading “Covered Transaction Benefit – Timing of Payments” of the Retention Plan and (b) the Milestone Benefit (as defined in the Retention Plan) in accordance with the timeframes set forth under the heading “Milestone Benefit – Triggering Events and Timing of Payment” of the Retention Plan.
