Treatment of Annual Bonuses. Under the terms of the Merger Agreement, if the Merger Effective Time occurs prior to the date on which annual bonuses with respect to VEREIT’s 2021 fiscal year are paid to employees of VEREIT and its subsidiaries, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under VEREIT’s annual bonus program either (a) a 2021 annual bonus in an amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount if such VEREIT employee remains actively employed by VEREIT, Realty Income or any of their respective subsidiaries through December 31, 2021 or (b) if such VEREIT employee’s employment is terminated without “cause” by Realty Income or any of its subsidiaries on or after the Merger Effective Time and prior to December 31, 2021, a prorated 2021 annual bonus equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2021 annual bonus amount, multiplied by (y) a fraction, the numerator of which is the number of days during 2021 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective subsidiaries and the denominator of which is 365 (provided that such prorated 2021 annual bonus shall not be payable to any VEREIT employee who is otherwise entitled to receive, and does receive, a prorated annual bonus payment for the same period of service under the terms of such VEREIT employee’s employment agreement with VEREIT or otherwise). If the Merger Effective Time occurs on or after January 1, 2022, then Realty Income will pay to each VEREIT employee who is eligible to receive an annual cash bonus from VEREIT or a subsidiary thereof as of immediately prior to the Merger Effective Time under the VEREIT annual bonus program, whose employment is terminated without “cause” by Realty Income or any of its subsidiaries on or within 90 days following the Merger Effective Time, a prorated 2022 annual bonus, payable within 30 days following termination of employment, equal to the product of (x) the amount equal to 100% of such VEREIT employee’s target 2022 annual bonus amount (or target 2021 annual bonus amount if the 2022 annual bonus target has not yet been set) under the VEREIT annual bonus program, multiplied by (y) a fraction, the numerator of which is the number of days during 2022 that the VEREIT employee was employed by VEREIT, Realty Income or any of their respective...
Treatment of Annual Bonuses. With respect to annual bonuses or sales commissions, as applicable, that are unpaid as of the Closing Date but that would otherwise be payable to Transferred Employees under the applicable Employee Benefit and Compensation Plans in respect of (x) calendar year 2006 (each, a “2006 Bonus”) and (y) in respect of the portion of calendar year 2007 through the Closing Date (each a “2007 Bonus”), in each case, to Transferred Employees who would have been eligible to receive any such bonus or commission assuming such Transferred Employees had remained employed by an Affiliate of the Sellers through December 31, 2006 or 2007, as applicable, or such other applicable duration as required under the terms of the applicable Employee Benefit and Compensation Plan: (a) on the Closing Date, the Sellers shall provide the Purchaser with Schedule 9.2, which schedule shall set forth the name of each Transferred Employee who is entitled to receive a 2006 Bonus payment and/or 2007 Bonus payment and the target amount thereof; (b) as soon as reasonably practicable following the Closing, the Sellers shall pay to the applicable Company or the Operating Company an amount equal to all such 2006 Bonuses and the pro rated portion of the 2007 Bonuses, which will be calculated by multiplying the total amount of the 2007 Bonuses (based on annualized performance through the Closing Date, if necessary or appropriate to determine such amount) that would be payable under the Sellers’ applicable bonus and commission plans by a fraction, the numerator of which is equal to the number of days between and including January 1, 2007 and the Closing Date, and the denominator of which is equal to 365; and (c) promptly following such payments, the Purchaser shall cause the applicable Company or the Operating Company to pay to each Transferred Employee an amount equal to such Transferred Employee’s 2006 Bonus and the pro rated portion of the 2007 Bonuses, which will be calculated by multiplying the total amount of such Transferred Employee’s 2007 Bonus (as determined above) under the Sellers’ applicable bonus and commission plans by a fraction, the numerator of which is equal to the number of days between and including January 1, 2007 and the Closing Date, and the denominator of which is equal to 365. The foregoing provisions shall not apply in respect of the 2006 Bonus payments to the extent 2006 Bonus payments are made prior to Closing.
Treatment of Annual Bonuses. Seller and its Affiliates shall retain all Liability for any cash incentive compensation payable under each annual compensation plan or arrangement in which any Business Employee participates in respect of fiscal year 2019. Buyer shall, or shall cause its Affiliates to, assume all Liability for any cash incentive compensation payable under each incentive compensation plan or arrangement in which any Business Employee who is employed as of immediately prior to the Closing participates in respect of the fiscal year 2020 to any such Business Employee in connection with their services to the Business (the “2020 Cash Incentive Compensation”). All 2020 Cash Incentive Compensation shall be governed by plans, programs or arrangements maintained by Buyer and its Affiliates (including the Company and its Subsidiaries) on terms and conditions no less favorable than those that applied to each such Business Employee prior to the Closing Date, including with respect to target incentive opportunities and applicable performance metrics. Seller shall consult with Buyer in good faith regarding the terms and conditions of any 2020 Cash Incentive Compensation prior to adopting the applicable plans, programs or arrangements.
