Retention Plan Sample Clauses

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. 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. Stay bonuses paid or payable under any EMPLOYER -------------- retention plan are not "severance pay" for the purposes of this Agreement.

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. (a) Concurrently with the Closing, Parent, the Company and the Stockholders’ Representative shall establish a performance and retention plan that will be implemented by the Surviving Corporation following the Closing (the “Retention Plan”). The Retention Plan shall (a) provide for payment to certain management employees of an aggregate amount of Fifteen Million Dollars ($15,000,000) in cash or stock, as may be agreed upon in the Retention Plan, over a three (3)-year period allocated Five Million Dollars ($5,000,000) each year respectively, (b) condition such payments to each such employee to such employee remaining continuously employed by the Surviving Corporation from the Closing Date through the date each such payment is made, (c) condition such payments to each such employee achieving certain performance targets consistent with projections as may be agreed upon in the Retention Plan, (d) condition such payments on each such employee agreeing to be bound by customary restrictive covenants, (e) provide each such employee with the right to elect to have such payments made in the form of cash and/or shares of Parent Common Stock, and (f) contain such other terms and conditions as may be mutually agreed between Parent and the Stockholders’ Representative. (b) With respect to any payment to be made under the Retention Plan, (A) Parent shall have the option to determine whether a recipient receives a portion of the amount to which such recipient is entitled to receive in the form of shares of Parent Common Stock rather than in cash (other than those recipients to whom the issuance of shares of Parent Common Stock would result in Parent failing to comply with the Securities Act and/or the rules, regulations and requirements of NASDAQ, which recipients shall receive such payment solely in the form of cash); provided that (w) such recipient is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (x) the issuance by Parent of such shares to such Stockholder would not result in Parent failing to comply with the Securities Act or the rules, regulations and requirements of NASDAQ, (y) such recipient delivers to Parent, prior to the expiration of the fiscal year to which such payment relates, a written notice indicating such recipient’s desire to receive such payment in the form of shares of Parent Common Stock and (z) such recipient thereafter cooperates with Parent and provides Parent with such other information and documentation as Parent m...

Retention Plan. Prior to the Closing, Parent will establish a cash and/or equity retention pool (the “Retention Plan”) of the amount specified in Schedule 4.12 for the benefit of certain Employees of the Company, and the allocation thereof among such Employees shall be as mutually agreed between Parent and the Company prior to the Closing. Awards granted under the Retention Plan shall be in the form of Parent restricted stock units/options and/or cash bonus awards, shall be issued upon the terms and subject to the conditions set forth in an award agreement in form and substance reasonably satisfactory to Parent and the Company, and shall not be deducted from or otherwise decrease the amount of Merger Aggregate Consideration payable pursuant to this Agreement.

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 shall promptly after the date of this Agreement make the grants of Restricted Stock to certain of the Company's employees under the Retention Plan as set forth on Section 6.01(5) of the Company Disclosure Letter. Such grants shall be in form reasonably satisfactory to Parent.

Retention Plan. Following the Closing Purchaser shall adopt a retention plan for the purpose of retaining certain key employees of the Acquired Companies following the Closing (the identity of such key employees to be determined by Purchaser at its sole discretion).