Common use of Retention Plan Clause in Contracts

Retention Plan. (a) Concurrently with the Closing, Parent, the Company and the Stockholders’ Representative shall establish a performance and retention plan that will be implemented by the Surviving Corporation following the Closing (the “Retention Plan”). The Retention Plan shall (a) provide for payment to certain management employees of an aggregate amount of Fifteen Million Dollars ($15,000,000) in cash or stock, as may be agreed upon in the Retention Plan, over a three (3)-year period allocated Five Million Dollars ($5,000,000) each year respectively, (b) condition such payments to each such employee to such employee remaining continuously employed by the Surviving Corporation from the Closing Date through the date each such payment is made, (c) condition such payments to each such employee achieving certain performance targets consistent with projections as may be agreed upon in the Retention Plan, (d) condition such payments on each such employee agreeing to be bound by customary restrictive covenants, (e) provide each such employee with the right to elect to have such payments made in the form of cash and/or shares of Parent Common Stock, and (f) contain such other terms and conditions as may be mutually agreed between Parent and the Stockholders’ Representative. (b) With respect to any payment to be made under the Retention Plan, (A) Parent shall have the option to determine whether a recipient receives a portion of the amount to which such recipient is entitled to receive in the form of shares of Parent Common Stock rather than in cash (other than those recipients to whom the issuance of shares of Parent Common Stock would result in Parent failing to comply with the Securities Act and/or the rules, regulations and requirements of NASDAQ, which recipients shall receive such payment solely in the form of cash); provided that (w) such recipient is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (x) the issuance by Parent of such shares to such Stockholder would not result in Parent failing to comply with the Securities Act or the rules, regulations and requirements of NASDAQ, (y) such recipient delivers to Parent, prior to the expiration of the fiscal year to which such payment relates, a written notice indicating such recipient’s desire to receive such payment in the form of shares of Parent Common Stock and (z) such recipient thereafter cooperates with Parent and provides Parent with such other information and documentation as Parent may request in order to effect such issuance of shares to such recipient. In the event that any portion of any such payment is to be paid in the form of shares of Parent Common Stock pursuant to this Section 5.11 (Retention Plan), the number of shares to be issued in respect of such payment shall be equal to (I) the amount of such payment payable to such recipient which is being paid in shares of Parent Common Stock divided by (II) the VWAP as of December 31 of the fiscal year to which such payment shall be applicable.

Retention Plan. (a) Concurrently with the Closing, ParentPursuant to Section 5.8, the Company and the Stockholders’ Representative shall establish a performance and retention plan that will be implemented by the Surviving Corporation following the Closing Company’s 2006 Retention Compensation Plan (the “Retention Plan”). The Retention Plan , shall (a) provide for payment to certain management employees of an aggregate amount of Fifteen Million Dollars ($15,000,000) in cash or stock, as may be agreed upon in the Retention Plan, over a three (3)-year period allocated Five Million Dollars ($5,000,000) each year respectively, (b) condition such payments to each such employee to such employee remaining continuously employed by the Surviving Corporation from the Closing Date through the date each such payment is made, (c) condition such payments to each such employee achieving certain performance targets consistent with projections as may be agreed upon in the Retention Plan, (d) condition such payments on each such employee agreeing to be bound by customary restrictive covenants, (e) provide each such employee with the right to elect to have such payments made in the form of cash and/or shares of Parent Common Stockterminated 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 (f1) contain such other terms cash and conditions as may be mutually agreed between Parent and the Stockholders’ Representative. (b2) With respect to any payment to be made under the Retention Plan, either (A) Parent shall have the option to determine whether a recipient receives a portion of the amount to which such recipient is entitled to receive in the form of shares of Parent Common Stock rather than (in cash (other than those recipients to whom an amount determined by dividing the issuance of shares of Parent Common Stock would result in Parent failing to comply with the Securities Act and/or the rules, regulations and requirements of NASDAQ, which recipients shall receive such payment solely in the form of cash); provided that (w) such recipient is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (x) the issuance by Parent of such shares to such Stockholder would not result in Parent failing to comply with the Securities Act or the rules, regulations and requirements of NASDAQ, (y) such recipient delivers to Parent, prior to the expiration of the fiscal year to which such payment relates, a written notice indicating such recipient’s desire to receive such payment in the form of shares of Parent Common Stock and (z) such recipient thereafter cooperates with Parent and provides Parent with such other information and documentation as Parent may request in order to effect such issuance of shares to such recipient. In the event that any portion of any such payment is to be paid in the form of shares of Parent Common Stock pursuant to this Section 5.11 (Retention Plan), the number of shares to be issued in respect of such payment shall be equal to (I) the per individual dollar amount of such Retention Plan payment payable to such recipient which is being paid be awarded in shares of Parent Common Stock divided by the Parent Average Stock Price) (IIthe “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 VWAP 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 an Acquired Company, shall not be entitled to their respective Retention Plan Payment unless such offers of employment relate to a position and provide compensation that would result in an individual being “Constructively Terminated” as of December 31 such term is defined in the Retention Plan. Participating Company Employees who are “Constructively Terminated” shall be entitled to receive their Retention Plan Payment pursuant to the terms and conditions of the fiscal year to Retention Plan and shall receive his or her Retention Payment from Parent within two business days of the later of (i) Closing or (ii) the date upon which such payment shall be applicableCompany Employee executes and delivers a release of claims in substantially the form set forth in the Retention Plan.

Retention Plan. (a) Concurrently with Prior to the Closing, Parent, the Company Sellers’ Representative and the Stockholders’ Representative Buyer shall establish negotiate in good faith and mutually agree upon a performance and retention bonus award plan that will be implemented by the Surviving Corporation following the Closing (the “Retention Plan”). The Retention Plan shall have been agreed to by the Sellers holding not less than 90% of the Company Interests, and shall set forth that up to 10% of any Earnout Consideration that is payable pursuant to this Agreement in excess of $50,000,000 (athe “Earnout Retention Threshold”) provide for payment (such amount, the “Retention Plan Amount”) shall be forgone pro rata by the Sellers set forth on Schedule 6.22(a)(i) of the Disclosure Schedules (each, a “Contributing Seller”) and allocated to certain management employees of an the Continuing Employees set forth on Schedule 6.22(a)(ii) of the Disclosure Schedules. Each Seller that is not a Contributing Seller (a “Non-Contributing Seller”) shall receive his, her, or its pro rata portion of the Earnout Consideration, if any, as if the Retention Plan did not exist, such that the total of such the Retention Plan Amount plus 10% of the Earnout Consideration, if any, paid to a Non-Contributing Seller (a “Carveout Payment”) shall equal 10% of the Earnout Consideration, if any (without giving effect to any reduction of the Retention Plan Amount pursuant to Section 6.22(c)). Each Contributing Seller irrevocably and unconditionally waives any right to receive any Carveout Payment as proceeds under the Company’s limited liability company operating agreement. The Retention Plan shall: (i) be made effective as of the Closing Date; and (ii) set forth the agreed upon form of payment, conditions, timing and the other terms thereof. For the avoidance of doubt, in no event shall: (A) the aggregate amount of Fifteen Million Dollars ($15,000,000) in cash or stock, as may be agreed upon in the Retention Plan, over a three (3)-year period allocated Five Million Dollars ($5,000,000) each year respectively, (b) condition such payments to each such employee to such employee remaining continuously employed by the Surviving Corporation from the Closing Date through the date each such payment is made, (c) condition such payments to each such employee achieving certain performance targets consistent with projections as may be agreed upon in Bonuses contemplated under the Retention Plan, Plan exceed the Retention Plan Amount; or (dB) condition such payments on each such employee agreeing to any Retention Bonus be bound by customary restrictive covenants, (e) provide each such employee with due or payable if the right to elect to have such payments made in Earnout Consideration does not exceed the form of cash and/or shares of Parent Common Stock, and (f) contain such other terms and conditions as may be mutually agreed between Parent and the Stockholders’ RepresentativeEarnout Retention Threshold. (b) With respect to any payment If, following the Closing and the Earnout Consideration, if any, being finally determined in accordance with Section 2.04 above, the Earnout Consideration exceeds the Earnout Retention Threshold, then, in accordance with the terms of the Retention Plan and Section 2.04, the Buyer shall pay, or caused to be made under paid, in cash, through its or its Affiliate’s payroll processing system, certain retention bonuses (each, a “Retention Bonus,” and, collectively, the “Retention Bonuses”) in the amounts, at the times, and to the employees specified in the Retention PlanPlan and Schedule 6.22(a)(ii) (each such employee, a “Retention Bonus Recipient”), which amounts shall be net of any applicable withholding for Taxes (Aincluding social security, Medicare, unemployment or other similar payroll or employment Taxes) Parent shall have owed by the option to determine whether Retention Bonus Recipient as a recipient receives a portion result of the amount to which such recipient is entitled to receive in the form of shares of Parent Common Stock rather than in cash (other than those recipients to whom the issuance of shares of Parent Common Stock would result in Parent failing to comply payments and with the Securities Act and/or the rules, regulations and requirements of NASDAQ, which recipients shall receive Buyer (or its Affiliate) receiving any applicable corresponding deductions associated with such payment solely in the form of cash); provided that payments. (wc) such recipient is an “accredited investor” as defined in Rule 501(a) under the Securities Act, (x) the issuance by Parent of such shares to such Stockholder would not result in Parent failing to comply with the Securities Act or the rules, regulations and requirements of NASDAQ, (y) such recipient delivers to ParentIf, prior to the expiration date upon which the Retention Bonuses are paid, a Retention Bonus Recipient ceases to be employed or provide services to any Acquired Company (or its Affiliate, including WisdomTree Asset Management), then, the portion of the fiscal year to which such payment relates, a written notice indicating such recipient’s desire to receive such payment in the form of shares of Parent Common Stock and (z) such recipient thereafter cooperates with Parent and provides Parent with such other information and documentation as Parent may request in order to effect such issuance of shares Retention Plan Amount attributable to such recipient. In Retention Bonus Recipient shall be automatically forfeited by such Retention Bonus Recipient and instead shall be reallocated and distributed to the event that any portion of any such payment is to be paid Contributing Sellers in accordance with the form of shares of Parent Common Stock pursuant to this Section 5.11 (Retention Plan), the number of shares to be issued in respect of such payment shall be equal to (I) the amount of such payment payable to such recipient which is being paid in shares of Parent Common Stock divided by (II) the VWAP as of December 31 of the fiscal year to which such payment shall be applicable.