Exhibit 10.1(g)
[POLAROID LOGO]
POLAROID HOLDING COMPANY
BONUS AGREEMENT
This is an Agreement dated as of this ___ day of March, 2004 between Polaroid
Holding Company, a Delaware corporation (the "COMPANY"), and ___________________
("EMPLOYEE").
BACKGROUND
Pursuant to a restricted stock purchase agreement between the Company and the
Employee (the "RESTRICTED STOCK PURCHASE AGREEMENT") dated as of the date of
this Agreement, the Employee has purchased _______ shares of the Company's
common stock, par value $0.001 per share (the "RESTRICTED STOCK"), subject to
the restrictions set out in the Restricted Stock Purchase Agreement and those
agreements incorporated or otherwise referenced therein.
Under the terms of the Restricted Stock Purchase Agreement, the Employee is
required to elect, pursuant to the terms of section 83(b) of the Internal
Revenue Code of 1986, as amended (the "CODE") to include in the Employee's 2004
federal and, as applicable, state taxable income the amount by which the fair
market value of the Restricted Stock on the date of purchase exceeds the
purchase price paid by Employee pursuant to the Restricted Stock Purchase
Agreement.
The Company, to help the Employee defray part of the taxes payable by reason of
the section 83(b) election described above, has determined to pay the Employee a
bonus, as defined in, and subject to the terms of, this Agreement.
Accordingly, the Company and the Employee, intending to be legally bound, hereby
agree:
AGREEMENT
1. BONUS GRANT. The Company hereby agrees that upon receipt of evidence
reasonably satisfactory to the Company that the Employee has duly and timely
made the section 83(b) election described above, the Company will grant the
Employee a bonus (the "BONUS") in an amount equal to $[_____]. This Bonus
reimburses the employee, on a fully tax-grossed-up basis, for approximately all
of the FICA taxes and for a portion of the income taxes paid by the Employee
with respect to the employee's Section 83(b) election.
2. BONUS PAYMENT AS TAX CREDITS. It is agreed and understood that the Bonus
Payment will not be paid to the Employee, but rather will be paid on the
Employee's behalf to the relevant federal and Massachusetts taxing authorities
as a credit against the Employee's 2004 taxes.
3. BONUS ADJUSTMENT. Notwithstanding the foregoing, in the event that it is
finally determined by appropriate authorities at any time during the
Employee's employment with the Company (or, in the case of any
terminated Employee, before 30 days after the
employee's termination of service with the Company) that the fair market
value of the Company's common stock distributed to Management Investors
pursuant to the Securities Holders Agreement in 2003 was greater than
$0.10 per share, the Employee agrees to repay to the Company an amount
equal to 27.34% of the difference between $0.10 per share of the
Restricted Stock and the fair market value of such Restricted Stock in
2003 as so redetermined. Employee also agrees that in the event Employee
does not promptly repay any amount due pursuant to this Section 3, the
Company may effect the repayment by withholding all such amounts from
any compensation or other payments that the Company may otherwise be
obligated to pay to the Employee after the date such repayment becomes
due including amounts owed upon the purchase by the Company from the
Employee of any Company stock. It is futher agreed that in the event of
any Bonus repayment, the Company is entitled to apply for, and retain, a
refund of all FICA taxes, both employer and employee, paid by the
Company with respect to the repaid portion of the original Bonus,
without the necessity of any consent from the Employee.
4. AMENDMENT AND MODIFICATION. This Agreement may be amended or modified,
or any provision hereof may be waived, provided that such amendment,
modification or waiver is set forth in a writing executed by the party affected
by such amendment, modification or waiver.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the successors and permitted assigns and
executors, administrators and heirs of each party hereto. This Agreement, and
any rights or obligations existing hereunder, may not be assigned or otherwise
transferred by any party without the prior written consent of the other parties
hereto.
6. SEVERABILITY. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall remain in full force and effect unless deletion of such
provision causes this Agreement to become materially adverse to any party, in
which event the parties shall use reasonable efforts to arrive at an
accommodation which best preserves for the parties the benefits and obligations
of the offending provision.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without giving
effect to principles of conflicts of law.
8. HEADINGS. The headings preceding the text of the sections of this
Agreement are for convenience of reference only and shall not constitute a part
of this Agreement, nor shall they affect its meaning, construction or effect.
9. COUNTERPARTS. This Agreement may be executed in two or more counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same instrument.
10. FURTHER ASSURANCES. Each party shall cooperate and take such action as
may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
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11. NO EFFECT ON EMPLOYMENT OR DIRECTORSHIP. Nothing herein contained shall
confer on any Employee the right to (a) remain in the employ of the Company or
any of its subsidiaries or affiliates, or (b) if applicable, to remain a member
of the Board of Directors.
12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding among the parties and supersedes all prior agreements and
understandings, written or oral, relating to the subject matter of this
Agreement, it being understood that the subject of this Agreement is limited to
the Company's and the Employee's obligations with respect to the Bonus.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
POLAROID HOLDING COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President, Human Resources
EMPLOYEE
---------------------------
Name:
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EXECUTIVE OFFICER DETAILS
BONUS AGREEMENT
Closing Bonus
Management Investor Date Amount
-------------------------------- -------------------------- ----------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ July 31, 2002 $ 63,712
▇▇▇ ▇. ▇▇▇▇▇▇ February 24, 2004 $ 217,677
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