Parent Bonus Plan. (a) ElderCare shall advise and direct Parent in determining all awards that would otherwise be payable under the Parent Bonus Plan to ElderCare Individuals for the fiscal year ending September 30, 2003, and shall advise and direct Parent in determining for ElderCare Individuals (i) the extent to which established performance criteria have been met, and (ii) the payment level for each ElderCare Individual. Parent shall use all reasonable efforts to award the amounts under the Parent Bonus Plan as determined by ElderCare as provided under this Section 6.2. ElderCare shall assume and directly pay when due all liabilities with respect to any such awards payable to ElderCare Individuals for the fiscal year ending September 30, 2003. As soon as possible following the payment of awards to ElderCare Individuals for the fiscal year ending September 30, 2003, Parent shall pay to ElderCare an amount equal to fifty percent (50%) of the amount awarded by ElderCare to the individuals set forth on Schedule E hereto who are ElderCare Individuals, and ElderCare shall pay to Parent an amount equal to fifty percent (50%) of the amount of the awards paid by Parent under the Parent Bonus Plan in respect of the plan year during which the Distribution Date occurs for the individuals set forth on Schedule E hereto who are Parent Employees.
Parent Bonus Plan. Parent shall, on or prior to the Closing, implement a bonus plan (the “Bonus Plan”) pursuant to which bonuses in the form of restricted stock units covering a number of shares of Parent Common Stock equal to the Bonus Shares shall be granted to Key Employees. Bonuses under the Bonus Plan shall be allocated among the Key Employees as mutually agreed between the chief executive officer of the Parent and the chief executive officer of the Company. The Bonus Plan will provide that (i) bonuses will vest one year following Closing, provided that the Key Employee remains employed by Parent or its affiliates, except that the bonuses will fully vest in the event of a termination of a Key Employee’s employment without Cause; (ii) bonuses, to the extent vested, shall be settled in shares of Parent Common Stock on the one year anniversary of the Closing; and (iii) any bonus that is forfeited as a result of not vesting may be reallocated among the Key Employees within one year following Closing by mutual agreement between the chief executive officer of the Parent and the chief executive officer of the Company. The number of shares of Parent Common Stock covered by the bonuses will be subject to adjustment, equal to the Pro Rata Portion of each Bonus Recipient, in conjunction with any issuance of any additional shares of Parent Common Stock pursuant to Section 1.13 above (mutatis mutandis), in connection with an IPO of the Parent. The provisions of this Section 5.17 are included for the sole benefit of the respective parties hereto and shall not create any right in any other Person, including any Key Employee or any other employee or former employee of the Company.
