Common use of Retention Awards Clause in Contracts

Retention Awards. In respect of certain Business Employees identified in Section 5.14(m) of the Seller Disclosure Letter (each, a “Designated Retention Employee”), (i) Seller or one of its Affiliates shall, as soon as practicable after the date of this Agreement, grant each such Designated Retention Employee a cash retention award in the applicable amount set forth in Section 5.14(m) of the Seller Disclosure Letter (each, a “Closing Retention Award”), and (ii) Buyer or one of its Affiliates shall, upon the Closing or as soon as practicable thereafter, grant each Designated Retention Employee one or more retention awards with an aggregate grant date value equal to the applicable amount set forth in Section 5.14(m) of the Seller Disclosure Letter (each, a “Post-Closing Retention Award”). The Post-Closing Retention Awards may be in the form of cash, equity awards with respect to Buyer Stock or a combination thereof, as determined by Buyer in its sole discretion; provided that, for purposes of this Section 5.14(m), the value of any equity awards shall be determined based on the closing price of Buyer Stock on the Closing Date. Vesting of the Closing Retention Awards shall be subject to the applicable Designated Retention Employee’s continued employment with Seller and its Affiliates through the Closing and vesting of the Post-Closing Retention Awards shall be in accordance with the applicable schedule set forth in Section 5.14(m) of the Seller Disclosure Letter, with payment or settlement of any earned awards occurring as soon as practicable following, but in no event more than fifteen (15) Business Days following, the applicable vesting date.