Stay Bonus Plan. Heritage has established a "stay bonus" plan pursuant to which Heritage may offer cash payments to such employees of Heritage and its Subsidiaries as it may choose in an effort to induce such employees to remain in the employment of Heritage or any of its Subsidiaries, but under the terms of which the aggregate payments made by Heritage may not exceed $1,000,000 (the "Stay Bonus Plan").
Stay Bonus Plan. Seller has adopted the Stay Bonus Plan (the "Stay Bonus Plan"), an accurate and complete copy of which is attached as EXHIBIT G hereto. As and when amounts are payable under the Stay Bonus Plan to Transferring Employees who commence employment with Purchaser, Purchaser shall pay the amounts due, less applicable deductions and withholdings, to such Transferring Employees. Purchaser shall also remit to any governmental authorities the applicable withholdings and deductions from such bonus amounts and shall pay the applicable employer contributions relating to such bonus payments. From time to time after the Closing, Purchaser shall notify Seller in writing of the amount paid by Purchaser with respect to the Stay Bonus Plan and Seller shall promptly reimburse Purchaser for all such amounts. In the event Seller shall fail promptly to reimburse Purchaser for any amounts paid by Purchaser in connection with the Stay Bonus Plan, Purchaser may offset such amounts against any amounts payable by Purchaser to Seller under this Agreement or the Technology Transfer Agreement. The parties acknowledge and agree that solely for purposes of determining amounts payable under the Stay Bonus Plan, employment by a Transferring Employee with Purchaser shall be treated as continued employment by such person with Seller following a Change of Control (as such term is used in the Stay Bonus Plan) and the Closing Date shall be deemed to be the Effective Date (as such term is used in the Stay Bonus Plan). The parties further acknowledge and agree that all Transferring Employees other than the persons identified on SCHEDULE 7.1.2 are eligible for payments under the Stay Bonus Plan.
Stay Bonus Plan. Buyer must have created a stay bonus program for the key Acquired Company employees to be identified by mutual agreement of Buyer and Company. The program will consist of (i) $723,802 in cash which will vest and be payable over a period to be determined and (ii) options to purchase Buyer's Common Stock under Buyer's 1998 Stock Option Plan having an aggregate value of $723,802 determined in accordance with the Black-Scholes valuation model. Acquired Company employees will receive offers of the stay bonus pursuant to a letter substantially in the form of Exhibit F.
