Common use of Retention Agreements Clause in Contracts

Retention Agreements. (a) As a condition precedent to the Closing, certain individuals identified in Schedule 16.3 hereof shall execute agreements, which shall provide among other things an agreement by Lincare to pay such individuals a retention bonus as more fully described in and subject to Section 16.3(b) hereof. (b) For each of the individuals identified in Schedule 16.3 whose employment with Lincare or its affiliates continues uninterrupted from the Closing Date until at least the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, Lincare shall pay such individual in accordance with Schedule 16.3 hereof (less customary deductions and withholds) on Lincare’s then next regular employee compensation payment date. Notwithstanding anything in the foregoing to the contrary, the parties hereto understand and agree that, if Lincare terminates any such individual without cause prior to the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, such individual shall be entitled to receive the above-referenced payment (less customary deductions and withholds). (c) The Company covenants and agrees that, within five (5) business days of Lincare’s providing such written notice but in no event later than the date the deferred Purchase Price payment set forth in Section 3.1(c) hereof is payable, the Company shall make a cash payment to Lincare by wire transfer of immediately available funds in an amount equal to the total amount to which all such individuals as described above are entitled. No amounts shall be payable under this Section 16.3 to any individual whose employment with Lincare ceases before the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, unless Lincare terminates any such individual without cause during such period. (d) The Company shall be liable for all amounts paid under this Section 16.3 (including customary deductions and withholds). In addition to its other rights hereunder (including its right to indemnification pursuant to Article 7 hereof), Lincare shall have the right to deduct any such payments from Lincare’s payment obligations under this Agreement in accordance with Section 7.2 hereof.

Retention Agreements. (a) As a condition precedent to the Closing, certain individuals identified in Schedule 16.3 hereof shall execute agreements, which shall provide among other things an agreement by Lincare to pay such individuals a retention bonus as more fully described in From and subject to Section 16.3(b) hereof. (b) For each of the individuals identified in Schedule 16.3 whose employment with Lincare or its affiliates continues uninterrupted from after the Closing Date until at least Date, the day that is Seller and/or ▇▇▇▇▇▇ shall perform, satisfy and discharge the obligations arising under, and in accordance with the terms of, those certain letter agreements set forth on Schedule 6.1(c) (collectively, the “Retention Agreements”). Within five business days immediately prior to (5) Business Days following the expiration of the one (1)-year 1) year anniversary of the Closing Date, Lincare shall pay such individual in accordance with Schedule 16.3 hereof (less customary deductions and withholds) on Lincare’s then next regular employee compensation payment date. Notwithstanding anything in the foregoing to the contrary, the parties hereto understand and agree that, if Lincare terminates any such individual without cause prior to the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, such individual shall be entitled to receive the above-referenced payment (less customary deductions and withholds). (c) The Company covenants and agrees that, within five (5) business days of Lincare’s providing such written notice but in no event later than the date the deferred Purchase Price payment set forth in Section 3.1(c) hereof is payable, the Company shall make a cash payment provide the Seller with written notice of the individuals who satisfied the eligibility requirements for an Eligible Bonus (as such term is defined in each individuals applicable Retention Agreement) and, promptly following the Seller’s receipt of such notice, the Seller or ▇▇▇▇▇▇ shall pay to Lincare by wire transfer of immediately available funds in each such eligible individual, an amount equal to the total amount Eligible Bonus (as such term is defined in each individual’s applicable Retention Agreement) and the Seller shall be responsible for all withholding and employment Taxes related thereto. Promptly following the satisfaction of the obligations set forth in this Section 6.1(c), the Seller or ▇▇▇▇▇▇ shall deliver to which the Company a statement that all such individuals as described above are entitled. No amounts shall be payable under this Section 16.3 to any individual whose employment with Lincare ceases before obligations have been satisfied and setting forth the day that is five business days immediately prior amount paid, if any, pursuant to the one (1)-year anniversary Retention Agreements to each individual identified on Schedule 6.1(c) as having entered into a Retention Agreement. Each of the Closing DateSeller and ▇▇▇▇▇▇ shall comply with the terms of the Retention Agreements, unless Lincare terminates any such individual without cause during such period. (d) The and the Company shall have no obligation or liability with respect to the Retention Agreements, provided, however, that to the extent permitted by applicable law, the Company shall be liable for entitled to enforce any of the restrictive covenants contained in such Retention Agreements that pertain to any Business Employee from and after the Closing. To the extent permitted by applicable law, ▇▇▇▇▇▇ and the Seller hereby assign all amounts paid under this Section 16.3 (including customary deductions of their rights to enforce such restrictive covenants to the Company, and withholds). In addition to its other rights hereunder (including its right to indemnification pursuant to Article 7 hereof), Lincare shall have each of the right to deduct any Seller and ▇▇▇▇▇▇ acknowledge that the Company is an express third party beneficiary of such payments from Lincare’s payment obligations under this Agreement in accordance with Section 7.2 hereofrestrictive covenants.