Retention Benefits Sample Clauses

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”). Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided: (a) $25,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (b) $50,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and (c) $50,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4 shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (d) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under this Section 4 that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination sh...

Retention Benefits. Dear ▇▇▇: In recognition of the importance of your services to ▇▇▇▇▇▇▇ Neurosciences, Inc. (the “Company”), I am pleased to inform you that you have been selected to participate in a retention program designed to retain employees like you, who are critical to achieving the Company’s business objectives and maximizing the Company’s value to stockholders. This retention program provides the following benefits, and is subject to the following terms and conditions:

Retention Benefits. If the Executive is employed by the Employer or VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment Period, he would earn a Total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment Period. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.

Retention Benefits. Subject to Sections 4 and 8, below, as an inducement for you to continue your employment with the Company during the Retention Period; in exchange for your signing this Agreement and not revoking your acceptance of this Agreement; your compliance with your obligations under this Agreement (including Section 2, above); and your signing (no earlier than the Effective Date) and not revoking the Supplemental Release, a copy of which is attached as Exhibit A to this Agreement (the "Supplemental Release"), the Company will provide you with the following benefits: (a) Continuation of your base salary at an annualized rate of $350,000 (but not your employment) for a period of six (6) months after the Effective Date, which base salary shall be paid to you in accordance with the Company’s normal payroll practices, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment; (b) Reimbursement of your COBRA premiums for the health coverage you were covered under the Company’s plans immediately prior to the Effective Date for the six (6) month period after the Effective Date, which amounts shall be paid to you on the first Company payroll date of each month that immediately follows the date on which such monthly premium is due, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment; (c) An additional lump sum payment to you of $262,500, payable within 60 days of the Effective Date. (d) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and restricted stock units ("RSUs") awarded to you on June 1, 2016, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date. (e) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and RSUs awarded to you on March 15, 2017, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date. Except for your salary through the Effective Date, any accrued but unused vacation through the Effective Date, reimbursement of expenses you incur prior to the Effective Date, and your entitlement to benefits under any Company benefit, stock, equity, and long-...

Retention Benefits. Participants satisfying all of the eligibility requirements set forth in Article IV (Eligibility for Retention Benefits) shall be entitled to the following retention benefits:

Retention Benefits. Following the Closing Date, Buyer shall be responsible for the payment of all amounts, including withholding taxes, payable pursuant to the provisions of any retention agreement entered into with any of the Transferred Employees by any Seller and listed on Schedule 4.4(e)(ii) (“Retention Agreements”); provided, however that Sellers shall reimburse Buyer for any amount reflected on Schedule 4.4(e)(ii) and labeled as either a (i) “Closing Retention Bonus” payable upon a change of control, or (ii) a “2007 Bonus” together with any applicable employer payroll taxes with respect to each such Closing Retention Bonus and 2007 Bonus. Such reimbursement shall be made within thirty (30) days of the Buyer providing Sellers with evidence of payment thereof and compliance with the payment obligations under the Retention Agreements (including, without limitation, a copy of the executed general release agreement with respect to each Transferred Employee listed on Schedule 4.4(e)(ii), each of which agreements shall be in a form reasonably satisfactory to Sellers). Buyer also shall provide such other information as Sellers shall reasonably request in order for Sellers to verify the payment of any such bonus and compliance with the payment obligations under the Retention Agreements. Buyer acknowledges and agrees that Sellers’ reimbursement obligations shall not extend to any amendments or changes to the Retention Agreements which increase the amounts payable thereunder.

Retention Benefits. In addition to the economic benefits that you are eligible to receive under either the Executive Severance Benefit Plan or the Change of Control Agreement, as applicable, and as an incentive for you to remain employed by NitroMed until the earlier of (i) July 15, 2008, (ii) termination of your employment in the sole discretion of NitroMed (the actual date of separation being deemed the “Separation Date”) or (iii) termination under the Change of Control Agreement (including, without limitation, a “Good Reason” termination pursuant to Section 1.4 thereof), NitroMed is also offering to provide you with the following Retention Benefits: A. A payment equal to fifty percent (50%) of your annualized base salary for a six month period. B. Eligibility to receive up to one hundred (100%) of your target 2008 bonus, pro-rated for six (6) months, which such bonus would be paid to you solely at the discretion of NitroMed’s Board of Directors. (1) Such sums shall be paid in a lump-sum (less applicable state and federal taxes) within ten (10) days of the earlier of any of the events identified above. In order to receive the Retention Benefits set forth in this Section, you must remain employed by NitroMed as set forth in this Section, and you further must at (1) By way of example, if your annualized salary is $200,000.00, your retention payment would be $50,000.00, and if your annualized bonus target is $80,000.00, the pro-rated bonus for which you would be eligible is $40,000.00, all less applicable state and federal taxes. that time execute an agreement which will contain, among other provisions, a complete release of all claims against NitroMed.

Retention Benefits. Subject to Section 4.4 below, a Participant who is otherwise eligible to receive Retention Benefits under the Plan may be entitled to receive one or more of the following Retention Benefits, as specified in the Participant’s Notice of Eligibility, following his or her Qualifying Termination.

Retention Benefits. Subject to Sections 4 and 6 below, if (x) you remain an employee of VIVUS from the date of this Retention Agreement through December 31, 2015 (the “Retention Date”), or (y) prior to the Retention Date, your employment with the Company is terminated by the Company for any reason other than due to Cause (as defined below) and such termination is not as a result of your death or disability, then you will receive the following: