Retention Plan Sample Clauses

Retention Plan. Prior to the Effective Time, Parent will establish a retention plan for the benefit of certain employees of the Surviving Corporation. In addition, the Company and Parent agree to cooperate in taking additional actions in order to promote the retention and ensure the continuity of key management, which may include the amendment of certain existing continuity agreements entered into between the Company and certain members of key management and the grant of certain retention equity awards in connection therewith.

Retention Plan. Prior to the Closing, the Company’s Board of Directors shall be permitted to take all actions contemplated by Section 3 of the Retention Plan, provided that the determination of the amount of “Net Proceeds”, as defined in the Retention Plan, shall not be determined without the prior consent of Parent, not to be unreasonably withheld. The Company shall use its commercially reasonable efforts to cause each Participant, as defined in the Retention Plan, to execute and deliver a Participation Agreement with respect to its participation such Retention Plan. Parent shall, or shall cause the Surviving Corporation to, fund the Bonus Pool (as defined in the Retention Plan) and pay the amounts allocated thereunder in accordance with Section 2.8 of this Agreement and the terms of the Retention Plan.

Retention Plan. Stay bonuses paid or payable under any EMPLOYER -------------- retention plan are not "severance pay" for the purposes of this Agreement.

Retention Plan. The Company Board shall be entitled to establish a retention plan, and to make payments in accordance with such plan, for certain employees of the Company, in each case as set forth in Section 6.9(g) of the Company Disclosure Schedule.

Retention Plan. Pursuant to Section 5.8, the Company’s 2006 Retention Compensation Plan (the “Retention Plan”), shall be terminated immediately prior to, and conditioned upon, the Effective Time. As a result of such termination, Parent shall deliver up to $6,000,000 in a combination of (1) cash and (2) either (A) shares of Parent Common Stock (in an amount determined by dividing the per individual dollar amount of such Retention Plan payment to be awarded in shares of Parent Common Stock by the Parent Average Stock Price) (the “Retention Shares”) or (B) RSUs (as defined in Section 5.5(b) below and in an amount determined by dividing the per individual dollar amount of such Retention Plan payment to be awarded in RSUs by the Parent Average Stock Price), in each case in the amounts and to the individuals listed on Schedule 1.5 (a) who have signed Participation Agreements (as defined in the Retention Plan) (the “Participating Company Employees”) in the amounts set forth therein (the “Retention Plan Payments”). (i) Participating Company Employees who are Continuing Employees shall receive their Retention Plan Payments on the date that is six (6) months after the Closing and will be subject to other terms and conditions set forth in their Post-Closing Employment Agreements or their then existing employment agreements or letters, as applicable, subject to such Company Employee executing and delivering a release of claims as required by their Post-Closing Employment Agreements, or, to the extent such Continuing Employees do not enter into Post-Closing Employment Agreements, a release of claims in substantially the form set forth in the Retention Plan. (ii) Each Participating Company Employee who is not offered a Post-Closing Employment Agreement or post-Closing employment by a Foreign Subsidiary or foreign office of an Acquired Company pursuant to Section 5.5(a) shall receive his or her Retention Plan Payment from Parent within two business days of the later of (i) Closing or (ii) the date upon which such Company Employee executes and delivers a release of claims in substantially the form set forth in the Retention Plan. (iii) Participating Company Employees who are offered a Post-Closing Employment Agreement or post-Closing employment by a Foreign Subsidiary or foreign office of an Acquired Company pursuant to Section 5.5(a) but refuse to enter into such Post-Closing Employment Agreement or refuse to continue post-Closing employment by a Foreign Subsidiary or foreign office of ...

Retention Plan. The Company shall implement the program set forth in Schedule 5.6 to the Company Disclosure Schedule (which Schedule 5.6 has been mutually approved by Purchaser and the Company) providing for selected personnel of the Company identified by the Company's Chief Executive Officer with a compensation program and budget for their retention by the Company and continued employment from the date of this Agreement until the Effective Time and thereafter (in the discretion of the Surviving Corporation) to assist in the implementation of the transactions contemplated by the Merger and the transition of management and ownership as contemplated by the Merger (collectively, the "Retention Plan"). The Company shall be permitted to incur the budgeted expenses under the Retention Plan, and to enter into appropriate documentation (subject to the reasonable approval of Purchaser) with the covered personnel setting forth the amount to be paid to each identified individual pursuant to the Retention Plan and the other relevant terms relating thereto.

Retention Plan. Parent acknowledges and agrees that pursuant to the terms of the Retention Plan any amounts paid to the Holder of a CVR upon the achievement of a Milestone shall be considered “Net Proceeds” under the terms of the Retention Plan, and as a result thereof each Participant is entitled, upon the achievement of a Milestone, to receive a portion of such “Net Proceeds” pursuant to the terms of the Retention Plan and the Participation Agreement entered into by such Participant, and Parent shall, or shall cause the Surviving Corporation to, pay such amounts to such Participants in accordance with the terms of the Retention Plan.

Retention Plan. Prior to Closing, the Seller shall institute a retention program with respect to the MCC Business Employees mutually selected prior to the date hereof by the Seller and the Purchaser, which program shall provide for cash bonus for MCC Business Employees. Retention payments under such program shall be made by the Purchaser following the Closing in accordance with the terms of thereof; provided, that, fifty-percent (50%) of the retention obligations under such program, including employer-side payroll taxes applicable to such fifty-percent (50%) portion of the retention obligations, shall be included in the calculation of the Net Asset Value.

Retention Plan. 40 Section 5.7 Financial Reports and Taxes..................................40 Section 5.8 Cooperation as to Real Property Matters......................40 Section 5.9 No Solicitations.............................................41 Section 5.10