Common use of Retention Agreements Clause in Contracts

Retention Agreements. (a) One of the Sellers has entered into letter agreements ("Retention Agreements") with the employees of the RECI Companies listed on --------- ---------- Schedule 9.3(a) (the "Key Employees"). The Sellers have previously furnished to -------- ------ --- --------- the Buyer true and correct copies of the Retention Agreements. Schedule 9.3(a) -------- ------ also lists the total "Retention Bonus" payable to each Key Employee pursuant to the applicable Retention Agreement. (b) With respect to "Part 1" of the Retention Bonus payable to any Key Employee pursuant to the applicable Retention Agreement, the Buyer agrees to pay such portion of the Retention Bonus when due in accordance with the terms of the applicable Retention Agreement. The Sellers agree to reimburse the Buyer for any such payment, plus any employer liability for related FICA or similar payments to be made by the Buyer. The Sellers will make such payment within ten (10) business days after receipt from the Buyer of supporting documentation in reasonable detail. (c) With respect to Part 2 and Part 3 of the Retention Bonus payable to any Key Employee pursuant to the applicable Retention Agreement, the Buyer agrees to pay such portion of the Retention Bonus when due in accordance with the applicable Retention Agreement. The Sellers agree to reimburse the Buyer for one-half of any such payment, plus one-half of any employer liability for related FICA or similar payments to be made by the Buyer; provided, however, that if such payments and -------- ------- related employer liability exceed $10,000,000 in the aggregate, the Sellers agree to reimburse the Buyer for all such payments and related employer liability in excess thereof. The Sellers will make such payment within ten (10) business days after receipt from the Buyer of supporting documentation in reasonable detail. (d) The Sellers shall be responsible for amounts payable and any other obligations under the Retention Agreements not specifically addressed in this Section 9.3, when and if such obligations become due, and for severance, change of control or similar amounts payable to any Assumed Employees and arising solely from the consummation of the transactions contemplated by this Agreement.

Retention Agreements. (a) One Parent shall retain the Liability for all payments (the “Retention Payments”) under or in relation to any retention, cash appreciation, severance or other agreements with Business Employees listed in Section 6.5(a) of the Sellers has entered into letter agreements Parent Disclosure Schedule ("the “Retention Agreements") with the employees of the RECI Companies listed on --------- ---------- Schedule 9.3(a) (the "Key Employees"”). The Sellers have previously furnished to -------- ------ --- --------- the Buyer true and correct copies of the Retention Agreements. Schedule 9.3(a) -------- ------ also lists the total "Retention Bonus" payable to each Key Employee pursuant to the applicable Retention Agreement. (b) With respect to "Part 1" each Transferred Business Employee who is party to a Retention Agreement that includes a post-Closing severance commitment (as identified in Section 6.5(b) of the Retention Bonus payable to any Key Employee pursuant Parent Disclosure Schedule), if, prior to the applicable expiration date for such commitment indicated with respect to such Retention AgreementAgreement in Section 6.5(b) of the Parent Disclosure Schedule, such Transferred Business Employee separates from employment with Purchaser or any of its Affiliates (including, after the Closing, the Buyer agrees to pay such portion of the Retention Bonus when due in accordance with the terms of the applicable Retention Agreement. The Sellers agree to reimburse the Buyer Company) for any reason, Purchaser shall, within five (5) Business Days after such paymentseparation from employment, plus any employer liability for related FICA or similar payments to be made by provide Parent with a written statement indicating the Buyer. The Sellers will make date of such payment within ten (10) business days after receipt separation from the Buyer of supporting documentation employment and describing, in reasonable detail, the circumstances surrounding such separation from employment. (c) With respect Purchaser shall cooperate with Parent and its Affiliates to Part 2 and Part 3 facilitate payment of the Retention Bonus payable Payments to any Key Employee pursuant Transferred Business Employees, including, if requested by Parent, by paying such amounts to the applicable Transferred Business Employees subject to applicable Tax withholding and remitting the Tax withholding and payroll Taxes to the appropriate Tax authority; provided that Purchaser’s obligation under this Section 6.5(c) shall be subject to Parent’s payment of an amount equivalent to the Retention Agreement, Payment (including with respect to the Buyer agrees to pay such employer portion of the Retention Bonus when due any Taxes payable in accordance with connection therewith) to Purchaser at least two (2) Business Days prior to the applicable Retention Agreement. The Sellers agree to reimburse the Buyer for one-half of any such payment, plus one-half of any employer liability for related FICA or similar payments to be made by the Buyerpayment date; provided, howeverfurther, that if such payments the amount Parent is otherwise required to pay to Purchaser pursuant to this Section 6.5(c) shall be decreased by the actual amount of any Tax benefit realized by Purchaser or any of its Affiliates after taking into account the amount paid by Parent to Purchaser pursuant to this Section 6.5(c) and -------- ------- related employer liability exceed $10,000,000 in the aggregate, the Sellers agree to reimburse the Buyer for all such payments and related employer liability in excess thereof. The Sellers will make such payment within ten (10) business days after receipt that arises from the Buyer deductibility of supporting documentation in reasonable detail. any Retention Payment paid (dor treated as paid) The Sellers shall be responsible for amounts payable and any other obligations under the Retention Agreements not specifically addressed in by Purchaser pursuant to this Section 9.3, when and if such obligations become due, and for severance, change of control or similar amounts payable to any Assumed Employees and arising solely from the consummation of the transactions contemplated by this Agreement6.5(c).

Retention Agreements. Parent shall retain the Liability for all payments (the “Retained Payments”) under or in relation to the retention agreements with Business Employees listed in Section 6.9 of the Parent Disclosure Schedule (the “Retention Agreements”). Purchaser shall (a) One of the Sellers has entered into letter agreements ("Retention Agreements") with the employees of the RECI Companies listed on --------- ---------- Schedule 9.3(a) (the "Key Employees"). The Sellers have previously furnished to -------- ------ --- --------- the Buyer true and correct copies of the Retention Agreements. Schedule 9.3(a) -------- ------ also lists the total "Retention Bonus" payable to each Key Employee pursuant to the applicable Retention Agreement. (b) With respect to "Part 1" of the Retention Bonus payable to any Key Employee pursuant to the applicable Retention Agreement, the Buyer agrees to pay such portion of the Retention Bonus when due in accordance with the terms of the applicable Retention Agreement. The Sellers agree to reimburse the Buyer for any such payment, plus any employer liability for related FICA or similar payments to be made by the Buyer. The Sellers will make such payment within ten (10) business days Business Days after receipt from the Buyer termination of supporting documentation in reasonable detail. (c) With employment with Purchaser or its applicable Affiliate of a Transferred Business Employee who is party to a Retention Agreement prior to the end date indicated with respect to Part 2 and Part 3 such Retention Agreement in Section 6.9 of the Parent Disclosure Schedule, provide Parent with notice of the occurrence of such termination of employment and a description of the circumstances under which such termination occurred, and (b) cooperate with Parent and its Affiliates to facilitate payment of the Retained Payments to Transferred Business Employees, including, if requested by Parent no later than fifteen (15) Business Days following notification to Parent of the termination of employment of such Transferred Business Employee or end date with respect to such Retention Bonus payable to any Key Employee pursuant Agreement, as applicable, by paying such amounts to the applicable Retention AgreementTransferred Business Employees subject to applicable Tax withholding and remitting the Tax withholding and payroll Taxes to the appropriate Tax authority, subject to reimbursement (including with respect to the Buyer agrees to pay such employer portion of the Retention Bonus when due any Taxes payable in accordance with connection therewith) by Parent within thirty (30) days following the applicable Retention Agreement. The Sellers agree to reimburse the Buyer for one-half of any such payment, plus one-half of any employer liability for related FICA or similar payments to be made by the Buyer; provided, however, that if such payments and -------- ------- related employer liability exceed $10,000,000 in the aggregate, the Sellers agree amount that Parent is otherwise required to reimburse to Purchaser pursuant to Section 6.9(b) shall be decreased by the Buyer for all such payments and related employer liability amount of any Tax benefit to Purchaser or any of its Affiliates (as determined in excess thereof. The Sellers will make such payment within ten (10good faith by Purchaser) business days after receipt arising from the Buyer deductibility of supporting documentation in reasonable detailany Retained Payments paid (or treated as paid) by Purchaser pursuant to Section 6.9(b). (d) The Sellers shall be responsible for amounts payable and any other obligations under the Retention Agreements not specifically addressed in this Section 9.3, when and if such obligations become due, and for severance, change of control or similar amounts payable to any Assumed Employees and arising solely from the consummation of the transactions contemplated by this Agreement.