Vacation Bonus Employees shall receive one day's base pay (or adjusted earnings) for each year of service beyond twenty-five (25) years, to a maximum of ten (10) days’ pay.
Retention Bonus You will be eligible for a lump sum cash payment on the first anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “First Year Retention Bonus”). You will be eligible for a lump sum cash payment on the second anniversary of the Acquisition Date provided that you are employed by the Company as of such date in an amount equal to the sum of (i) 100% of your annual base salary in effect as of the Acquisition Date, plus (ii) 100% of the annual bonus paid to you for the Company’s fiscal year ending December 31, 2008 (such sum, the “Second Year Retention Bonus”). Except as set forth below, you will not be eligible for the retention bonuses as set forth above if your employment terminates prior to such applicable anniversary. In the event of your Voluntary Termination for Good Reason (as defined below), the termination of your employment by the Company other than for Justifiable Cause, or in the event of your death or “permanent disability” as defined in the Company’s long-term disability policy (i) during the first twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the First Year Retention Bonus, counting full months of employment with the Company from the Acquisition Date through such termination, and (ii) during the second twelve month period following the Acquisition Date, you will be eligible for a pro rata portion of the Second Year Retention Bonus, counting full months of employment with the Company from the first anniversary of the Acquisition Date through such termination. Any prorated payment pursuant to the preceding sentence shall be made within 10 business days of such termination. If the annual bonus payment for the Company’s fiscal year ending December 31, 2008 has not been paid to you or otherwise determined by the Company as of the date the prorated payment is due, the prorated payment shall be calculated using your target bonus amount for 2008. Payments under this Section 8 shall be net of any applicable withholding taxes. For purposes of this Section 8, “Voluntary Termination for Good Reason” shall have the same meaning as given to such term under the Key Employee Change in Control Severance Plan as in effect immediately prior to the Acquisition Date, but with respect to the First Year Retention Bonus only, determined without regard to clause (ii) thereof.” b. The Letter Agreement is hereby amended by adding a new Section 9 as follows:
Retention Bonuses (a) On or prior to the Closing Date, Sellers shall pay to each Transferred Entity Employee listed on Schedule 6.4(a) of the Sellers Disclosure Letter the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, the “Initial Retention Bonuses”). The Retention Bonuses, once paid, will not be included in the calculation of Working Capital. (b) Sellers shall pay directly to each Transferred Entity Employee listed on Schedule 6.4(b) of the Sellers Disclosure Letter, and be responsible for the employer portion of any payroll and employment taxes relating thereto and all related withholding (and Purchasers shall provide to Sellers such information and documentation as Sellers shall reasonably request related thereto), so long as such Transferred Entity Employee (i) is employed by a Transferred Entity or an Affiliate of Purchasers as of the Additional Retention Bonus Date (as defined below) and (ii) waives and releases any and all claims against Sellers and their Affiliates (not including Newco and Alkermes Gainesville), the bonus amounts listed opposite such Transferred Entity Employee’s name (collectively, the “Additional Retention Bonuses” and together with the Initial Retention Bonuses, the “Retention Bonuses”), which Additional Retention Bonuses shall be paid on December 15, 2015 or such other date prior to December 25, 2015 as Sellers may determine (the “Additional Retention Bonus Date”). Purchasers shall provide Sellers a list of Transferred Entity Employees employed by either a Transferred Entity or an Affiliate of Purchasers as of December 1, 2015 and shall be obligated to notify Sellers of any resignation or expected resignation of a Transferred Entity Employee prior to December 15, 2015. The Additional Retention Bonuses will not be included in the calculation of Working Capital.
Signing Bonus The Company will pay the Executive a one-time signing bonus in the gross amount of twenty-five thousand dollars ($25,000.00), payable on the next regular payroll date following the Commencement Date.
Transaction Bonus In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company's Board of Directors, which transaction results in the receipt by the Company's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a "Change in Control Transaction"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to three (3) times 50% of Executive's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, or which results in receipt of a premium for the Company's stockholders (a "Significant Event"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive's stock options granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company's 1997 Stock Incentive Plan and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.
Retirement Bonus 22:01 Employees retiring in accordance with the following: (a) Retire at age sixty-five (65) years; or (b) Retire after age sixty-five (65) years; or (c) Have completed at least ten (10) years continuous employment and retire after age fifty-five (55) years but before age sixty-five (65) years; (d) Employees who have completed at least ten (10) years continuous service with the Employer, whose age plus years of that service equal eighty (80); shall be granted retirement bonus on the basis of four (4) days per year of employment.
Performance Bonus The Executive shall be eligible to receive an annual performance bonus, payable within sixty (60) days after the end of the fiscal year of the Employer, in an amount not to exceed twenty-five percent (25%) of the Executive's Base Salary for the applicable year. The amount, if any, shall be determined by the Board, or the appropriate committee thereof, and shall generally be based on a combination of organization-wide and individual performance criteria.
Sign-On Bonus Executive shall receive a one-time sign-on bonus of $1,000,000 in cash (the “Sign-on Bonus”), payable within 15 days following the Start Date. Executive agrees to reimburse the Company for the Sign-on Bonus if the Company terminates Executive’s employment for Cause or Executive resigns without Good Reason within the 12-month period following the Start Date.
Bonus Amount For purposes of this Agreement, "Bonus Amount" shall mean the greater of (a) the target annual bonus payable to the Executive under the Incentive Plan in respect of the fiscal year during which the Termination Date occurs or (b) the highest annual bonus paid or payable under the Incentive Plan in respect of any of the three full fiscal years ended prior to the Termination Date or, if greater, the three (3) full fiscal years ended prior to the Change in Control.
Cash Bonus Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365); and