Retention Plans Clause Samples

Retention Plans. Seller will establish, but not fund, such retention programs (the “Retention Plans”) as it, after consultation with Buyer, determines to be necessary or appropriate to encourage those Federated TA Employees mutually identified by Seller and Buyer and listed on Schedule 4.3(f) (the “Retention Eligible Employees”) to both: accept an offer of Comparable Employment with Buyer effective as of the BFDS Hire Date; and continue in the employment of Buyer until December 31, 2004. Subject to mutual agreement of the Parties, the total amount available for payments under such Retention Plans shall not be less than 15% of the aggregate base wages or salaries of the Retention Eligible Employees. Amounts earned under the Retention Plans shall be made in two payments; with one-half (½) of the total amount being paid to the Retention Eligible Employees on September 30, 2004; and the remaining one-half (½) being paid to those Retention Eligible Employees on December 31, 2004; provided that the Retention Eligible Employees remain in the active employment of Buyer as of such dates. Buyer shall assume the Retention Plans on and after the Closing Date and shall be solely responsible for administering the Retention Plans and for making all required payments to all eligible Retention Eligible Employees.

Retention Plans. Parent shall cause a retention plan to be established under which an aggregate of up to approximately $42,000,000 may be awarded to eligible Business Employees as determined by Parent.

Retention Plans. Buyer acknowledges that Seller may become obligated to make certain payments to Employees pursuant to the terms of the Retention Plans and the award letters issued thereunder, which payments are conditioned upon each such Employee’s continued employment with the Acquired Companies, Buyer or their Affiliates through certain dates and/or the circumstances of such Employee’s termination of employment on or prior to any such date. Accordingly, following the Closing, Buyer shall provide prompt written notice to Seller of any termination of the employment of any Employee who was awarded a bonus under the Retention Plans and the circumstances of such termination to enable Seller to determine whether payments will be due to each such Employee under the Retention Plans.

Retention Plans. Attached as Schedule 6.3 is a description --------------- of the Company's employee retention plans (the "Retention Plans"). The Surviving --------------- Entity agrees continue to maintain the Retention Plans for those Commercial Laundry Employees (and former Commercial Laundry Employees) covered thereby at the Closing Date and to cause the Surviving Entity to pay all amounts to which any such individuals may become entitled thereunder after the Closing Date. The Cash Merger Consideration is intended to reflect an equal division of the payments due after the date hereof under the Retention Bonus component of the Retention Plans (the "Retention Bonuses"). If, at such time as the Surviving ----------------- Entity has no further obligations to pay Retention Bonuses, the aggregate Retention Bonuses paid by the Surviving Entity (including the amounts, if any, paid by the Company on or prior to the Effective Time) is less than $3,600,000, the Surviving Entity shall 41 promptly pay to Raytheon an amount equal to 50% of the difference between $3,600,000 and the Retention Bonuses paid by the Surviving Entity.

Retention Plans. Set forth on SCHEDULE 7.5(f) is a description of Seller's employee retention plans (the "RETENTION PLANS"). Effective upon the Closing, Buyer shall assume and continue to maintain the Retention Plans for those employees of Seller (and former employees of Seller) covered thereby at the Closing Date who are Existing Employees and pay all amounts to which any such individuals may become entitled thereunder after the Closing Date.

Retention Plans. Seller shall use commercially reasonable efforts to enter into retention bonus agreements prior to the Closing in the form attached hereto as Exhibit E with the loan officers listed in Section 8.5 of the Disclosure Memorandum requiring payment of the amount for each loan officer set forth beside each loan officer’s name in Section 8.5 of the Disclosure Memorandum.

Retention Plans. Prior to the Effective Time, Microsoft agrees to implement the Retention Plans for the benefit of Company Employees after the Merger. Microsoft agrees not to terminate, amend or otherwise modify the Retention Plans and to make all payments provided for in the Retention Plans as such payments become due and payable, subject to the terms of the Retention Plans. Microsoft also agrees to take all other actions with respect to Company employees that are described in or contemplated by Schedule 4.12.3.

Retention Plans. 41 Section 6.4. Access to Books and Records............................ 42