Retention bonus clause samples

Each of Messrs. Wherry and Spivey are parties to Retention Bonus Agreements with Goldfield. The Retention Bonus Agreements provide that if the relevant employee is employed with the Company on October2, 2021 (the “Retention Date”), the employee will receive $500,000 (for Mr.Wherry) and $500,000 (for Mr.Spivey) (the “Retention Bonus”). The Retention Bonus Agreements provide that if, prior to the Retention Date, the relevant employee’s employment is terminated by the Company without “cause” (as defined in the Retention Bonus Agreements) or by the employee for “good reason” (as defined in the Retention Bonus Agreements), then, subject to the employee executing and letting become irrevocable a general release of claims in favor of the Company, the employee will receive the Retention Bonus.The Retention Bonus Agreements further provide that if, prior to the Retention Date, the relevant employee’s employment is terminated by the Company for “disability” (as defined in the Retention Bonus Agreements) or for death, then, subject to the employee (or, in the event of his death, his estate) executing and letting become irrevocable a general release of claims in favor of the Company, the employee will receive a prorated portion of the Retention Bonus. Finally, the Retention Bonus Agreements provide that if, prior to the Retention Date, there occurs a “change in control” (as defined in the Retention Bonus Agreements), then, subject to the employee’s employment through such change in control, the employee will receive the Retention Bonus. The Merger will constitute a “change in control” for purposes of the Retention Bonus Agreements.

In connection with her termination of employment with us, we and Ms.Wilkin entered into the Wilkin Separation Agreement, pursuant to which she received termination benefits specified in her employment agreement and her Special Retention Bonus Agreement. These payments included (i)a lump sum payment of $515,000, equal to 12-months of her base salary at the time of her separation, (ii)a lump-sum payment of $7,000, the cost equivalent to our outplacement service package, and (iii)accelerated payment of her $2,000,000 retention bonus. We received a full release of claims in our favor pursuant to the Wilkin Separation Agreement, and all of Ms.Wilkin’sC Units were forfeited or repurchased for $0.

1.Purpose of Retention Bonus. Employee is being offered a Retention Bonus in order to encourage Employee to remain employed with the Company through February1, 2022. The “Retention Period” shall begin on April1, 2020 and shall end on February1, 2022. This Agreement shall not modify the duration of the Employee’s employment with the Company, and the Employee remains an employee-at-will during the entire time of employment with the Company.

2.Retention Bonus Amount. The Company shall pay to Employee a total amount of $500,000.00, less applicable state and federal taxes and withholdings, as a Retention Bonus if Employee remains employed during the entire Retention Period and complies with all other conditions stated in this Agreement and otherwise meets all conditions precedent to earn the Retention Bonus. The Retention Bonus shall be subject to standard withholdings.

(c) Death, Disability, or Termination Without Cause: If the Retention Bonus is not earned because Employee dies, becomes disabled and unable to work, or is terminated without cause, Employee shall be entitled to the full Retention Bonus. Employee shall retain and not be required to repay any previous Installment Payments already made, as well as, be entitled to payment of any future Installment Payments payable in compliance with Section4 above.

Retention Bonus – Upon 48 months following the commencement of your employment with Petco Animal Supplies Stores, Inc., you will receive $2,000,000 as a retention bonus. You must be employed at Petco at the time the bonus is paid in order to be eligible to receive this payment.

1. Payment of Retention Bonus. Subject to satisfaction of the conditions set forth below, you will be paid a Retention Bonus in the amount of $, payable in a lump sum within thirty (30)days following the earlier of March31, 2019 or the date of a Change in Control, as defined in your stock option grant letter, dated (such earlier date, the “Vesting Date”).

2. Retention Bonus. The Retention Bonus shall be $(B). The Retention Bonus will be paid in a lump sum cash payment within 30 days after the Retention Date, if Executive remains an employee of the Company through the payment date for the Retention Bonus.

1. Retention Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $___________ (the “Retention Bonus”) on March 31, 2020. As a condition to receiving the Retention Bonus you hereby (i)waive any and all participation in any annual bonus plan established by the Company for the 2020 calendar year and (ii) agree to forfeit and terminate any equity-based award previously made by the Company to you during calendar year 2020 to the extent the Company concludes in good faith such forfeiture may be implemented consistently with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination before the earlier of (A) the effective date of a plan of reorganization approved under Chapter 11 of the Bankruptcy Code or (B) March 30, 2021 (the “Completion Date”), you will be required to repay to the Company within ten (10) business days of such termination 100% of the After-Tax Value of the Retention Bonus. For the sake of clarity, you will not be required to repay any portion of the Retention Bonus if you are employed by the Company on the Completion Date.

1.Retention Bonus.Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[●] (the “Retention Bonus”) within thirty (30) days of the Effective Date.You agree that in the event your employment with the Company Group terminates for any reason other than a Qualifying Termination before December 31, 2020 (the “Completion Date”), you will be required to repay to the Company Group within thirty (30) days of such termination 100% of the After-Tax Value of the Retention Bonus.For the sake of clarity, you will not be required to repay any portion of the Retention Bonus if you are employed by the Company Group on the Completion Date.

(b) If Employee remains actively employed by and continues to work full-time with the Bank through the second anniversary of the consummation of the Merger (“Second Retention Date”), the Bank shall pay to Employee a retention bonus in the gross lump sum amount of Fifty Thousand and no/100 Dollars ($50,000.00), less all applicable withholdings and deductions as required by applicable federal, state and local law (“Second Retention Bonus”). The First Retention Bonus and the Second Retention Bonus are collectively referred to in this Agreement as the “Retention Bonus.” For purposes of this Agreement, “Retention Date” refers to either the First Retention Date or the Second Retention Date, as appropriate.

(d) An Internal Revenue Service Form W-2 shall be issued to Employee for the Retention Bonus. Except for the deductions and withholdings from the Retention Bonus, Employee agrees that Employee is responsible for paying all taxes that may be owed by Employee on any amounts paid under this Agreement, and Employee agrees to indemnify Employer from any and all liability, including, but not limited to, taxes, penalties, interest and attorneys’ fees, if it is determined by a state or federal agency or court that tax liability arises from the Retention Bonus paid to Employee, or on Employee’s behalf, under this Agreement.

2.Amount and Time of Payment of Retention Bonus. Employee shall be eligible for a Retention Bonus (the “Retention Bonus”) equal to $954,000. Subject to the terms and conditions of this Agreement, each Retention Bonus payment, less all applicable withholding taxes, will be made on the earlier of (i) the first regularly scheduled payroll date following the applicable Retention Date specified in paragraph 4(a) below, or (ii) in the event any portion of the Retention Bonus is payable as a result of Employee’s termination without Cause or Employee’s resignation for Good Reason (each as defined below), in each case on or after July 1, 2018, on the first regularly scheduled payroll date following expiration of any revocation period with respect to the Release (as defined below), but in no event later than September 13, 2019. Notwithstanding the foregoing, in the event that a Retention Bonus payment is due in connection with consummation of a Transaction (as defined below) prior to the Final Retention Date (as defined below), fifty percent (50%) of the Final Installment (as defined below) shall be payable upon consummation of the Transaction and fifty percent (50%) of the Final Installment shall be payable on the earliest of (i) the 90th day following the date of consummation of the Transaction, (ii) September 13, 2019 or (iii) such date by which payment would be required to be made in order to constitute a “short term deferral” for purposes of Code Section 409A (as defined below)).

5.Forfeiture or Repayment of Retention Bonus. Notwithstanding the foregoing, if Employee’s employment is terminated by the Company for Cause after payment of any portion of the Retention Bonus and prior to the Final Retention Date, Employee shall repay to the Company, within 30 days of such termination, the amount of the Retention Bonus previously paid to Employee.

16.No Rights as a Shareholder. Employee shall not be entitled to any of the rights or privileges of a shareholder of the Company with respect to the Retention Bonus. Without limitation of the foregoing, the Retention Bonus shall not entitle Employee to any dividend or voting rights or any other rights of a shareholder of the Company.

1.Retention Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $690,000 (the “Retention Bonus”) on the next regularly scheduled administratively feasible payroll following the Effective Date.The Retention Bonus will vest and become non-forfeitable on the earlier of March 13, 2020 or a Change in Control (the “Vesting Date) You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination before the Vesting Date, you will be required to repay to the Company within ten (10) business days of such termination 100% of the After-Tax Value of the Retention Bonus.Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the Vesting Date and if you execute and do not revoke the release described in Section 6.2(e) of the Employment Agreement, you will not be required to repay any portion of the Retention Bonus.

7. No Right to Pledge, Assign or Lien Retention Bonus. Employee shall not have any right to pledge, assign, or in any way create a lien upon the Retention Bonus or to assign this Agreement or any rights hereunder; provided, however, the Bank shall have the right to assign this Agreement to any person or entity that acquires all or substantially all of the business and/or assets of the Bank. The Retention Bonus is not assignable in anticipation of payment, either by voluntary or involuntary acts, or by operation of law. Nothing in this section, however, restricts any right of set-off, counterclaim or recoupment that the Bank may otherwise have against Employee.

(b) Termination Without Cause. If a Participant’s employment is terminated by the Company without Cause or a Participant resigns for Good Reason, then, subject to the Participant delivering a general release of claims against the Company and its affiliates in a form acceptable to the Company (a “Release”) that becomes effective and irrevocable within 60 days following the date the Participant’s employment terminates, the Participant shall be paid in a lump sum any then-unpaid portion of the Retention Bonus. Such portion of the Retention Bonus shall be paid to the Participant within ten days after the date the Release becomes effective and irrevocable.

This letter constitutes the entire agreement, and fully supersedes any and all prior agreements or understandings, pertaining to the Retention Bonus. You represent and acknowledge that you have not relied upon any representation or statement not set forth herein made by CIT or by any of its officers, directors, employees, agents, representatives or attorneys with regard to the Retention Bonus.

2. Retention Bonus. The Retention Bonus available to Employee is $300,000.00 (subject to Section9(e) below and all other applicable deductions), which shall be paid 50% in March of 2018 and 50% in March of 2019 on the same day as payments under the Teva Bonus Plan are paid, the (“Payment Dates”), provided Employee remains a Teva employee in good standing through Payment Date and otherwise satisfies the terms and conditions of this Agreement.

V.1 Page | 1 b) Voluntary Resignation. If Employee voluntary resigns his Teva employment on or before each Payment Date, Employee shall not be entitled to the unpaid Retention Bonus. The Employee shall receive only the compensation earned by the Employee through the date of Employee’s termination of employment.

Cash Retention Bonus.Subject to the terms and provisions of the Award, the undersigned has been granted the right to receive a cash payment following the end of the Performance Period (as defined below), with the payment to be equal to $[●] at Threshold Performance, $[●] at Target Performance and $[●] at Maximum Performance, as the case may be, in respect of and for the four-year performance period beginning on the Grant Date and ending on the fourth anniversary of the Grant Date (the “Performance Period”).Threshold Performance, Target Performance and Maximum Performance are set forth in Section 6 below.Subject to earlier vesting pursuant to Section 6 below, the Award shall cliff-vest on the fourth anniversary of the Grant Date.

The Company has approved a one-time retention bonus to you in the amount of $755,550 (your “Retention Bonus”). Your Retention Bonus will vest with respect to 50% of the amount if you are continuously employed by the Company through February 7, 2016 (the “Initial Vesting Date”) and with respect to the remaining 50% of the amount if you are continuously employed by the Company through February 7, 2017 (the “Final Vesting Date”). In the event that you voluntarily terminate your employment or the Company terminates your employment for “Cause” (as defined below), you will not receive the then-unvested portion of your Retention Bonus. If vested, payment of the applicable portion of your Retention Bonus will be made by the Company in cash, less applicable taxes and other withholdings, within 30 days after the Initial or Final Vesting Date, as appropriate. Taxes on the award shall remain your sole responsibility.

InvenSense, Inc. (the “Company”) has approved the payment of a bonus (a “Retention Bonus”) to you. This letter agreement sets forth the terms and conditions of your Retention Bonus, including the requirements that you must meet in order to receive your Retention Bonus. This letter agreement also describes certain other compensation arrangements.

2. Amount of Your Retention Bonus. Your Retention Bonus will be in an amount equal to $1,000,000. You acknowledge and agree that such payment may be satisfied by any affiliate, parent or subsidiary of the Company.

4. ADEA/OWBPA Waiver and Acknowledgement. Insofar as this Release pertains to the release of Employee’s claims, if any, under the Age Discrimination in Employment Act (ADEA), Employee, pursuant to and in compliance with the rights afforded Employee under the Older Workers Benefit Protection Act (OWBPA): (a)is hereby advised to consult with an attorney before executing this Release; (b)is hereby afforded at least twenty-one (21)days to consider this Release; (c)may rescind this Release any time within the seven (7)day period following Employee’s execution of the Release; (d)is hereby advised that this Release shall not become effective or enforceable until the seven (7)day revocation period has expired; and (e)is hereby advised that Employee is not waiving claims that may arise after the date on which Employee executes this Release. If this Release is revoked within the revocation period, the Company shall have no obligation to pay the Retention Bonus. If this Release is not revoked within the revocation period, this Release will be effective and enforceable on the date immediately following the last day of the seven (7)day revocation period.

1.Retention Bonus.Subject to the terms and conditions set forth herein, you will receive a cash payment in the gross amount of [$______] (the “Retention Bonus”), subject to the Company’s receipt of your countersignature on this Agreement. As a condition to the receipt of your Retention Bonus, you agree to, and hereby do, forfeit 100% of the long-term incentive equity grant made to you on February 22, 2017.

10.This Agreement constitutes the entire understanding of the parties with regard to the Company’s provision of a Retention Bonus to Employee.This Agreement supersedes all prior or contemporaneous discussions, representations, correspondence or agreements, whether oral or written, pertaining to the Retention Bonus.All other agreements with regard to Employee’s employment shall remain in full force and effect.Any modifications to this Agreement shall be in writing and signed by both parties.

1.Retention Bonus.Employee is eligible to earn a retention bonus in the gross amount of Three Hundred Five Thousand Four Hundred Twenty-four and 00/100 Dollars ($305,424.00) (“Retention Bonus”) under the terms of this Agreement.If Employee remains employed through the Retention Date, the Retention Bonus will be paid to Employee within 15 days after September30, 2020.

competitive market study) that addresses the fact that as a new hire he would not receive long-term incentive award payments under the Long-Term Incentive Plan until 2021 (for the 2018-2020 performance period) and would not be eligible for an Executive Annual Incentive Plan annual incentive until 2019 (for the 2018 plan year). The retention agreement serves to reinforce and encourage Mr. Henry’s dedication to us as a member of the executive management team and to assure that we will retain his services in the key role of overseeing all of Oncor’s legal, regulatory and legislative efforts. The retention agreement provided for a first retention bonus in the amount of (A) (i) $334,750, multiplied by the Executive Annual Incentive Plan scorecard results for 2017 (95.8%), plus (ii) $758,080 multiplied by the 2015-2017 performance period Long-Term Incentive Plan scorecard results (103.6%), multiplied by (B) the number of days between the first day of Mr. Henry’s employment and December 31, 2018 (291), divided by (C) 306. Pursuant to the terms of the retention agreement, in March 2018, Mr. Henry received $1,051,843 pursuant to the Retention Agreement, representing the first retention bonus.The agreement further provides for the payment of future retention bonuses equal to $758,080 multiplied by the approved Long-Term Incentive Plan scorecard results for each of the 2016-2018 and 2017-2019 performance periods, payable on March 1, 2019 and March 1, 2020 respectively, contingent upon Mr. Henry’s continued employment and satisfactory performance of his job duties as directed by Oncor. The retention agreement provides that in the event Mr. Henry’s employment is terminated by Oncor prior to March 1, 2020 for cause, or Mr. Henry terminates without good reason, all unpaid retention bonuses shall be immediately forfeited. In the event of a termination of employment by Oncor without cause, or Mr. Henry’s termination for good reason, any unpaid retention bonuses shall immediately vest and be payable on a pro-rata basis calculated in accordance with the Long-Term Incentive Plan.

1.Retention Bonus. The Company agrees to pay Employee the retention bonuses as provided in this Section 1.

(b)The Second Retention Bonus. If Employee remains in the continuous employ of the Company or an Affiliate, and continues the satisfactory performance of Employee’s job duties as directed by the Company or Affiliate, through March 1, 2019 (the “Second Vesting Date”), the Employee will earn and the Company will pay to Employee seven hundred fifty-eight thousand eighty dollars ($758,080) multiplied by the approved 2016-2018 LTIP scorecard results (the “Second Retention Bonus”) in accordance with its normal payroll practices and procedures on, or as soon as administratively possible after, March 15, 2019.

(c)The Third Retention Bonus. If Employee remains in the continuous employ of the Company or an Affiliate, and continues the satisfactory performance of Employee’s job duties as directed by the Company or Affiliate, through March 1, 2020 (the “Third Vesting Date”), the Employee will earn and the Company will pay to Employee seven hundred fifty-eight thousand eighty dollars ($758,080) multiplied by the approved 2017-2019 LTIP scorecard results (the “Third Retention Bonus”) in accordance with its normal payroll practices and procedures on, or as soon as administratively possible after, March 15, 2020.

(d)The Fourth Retention Bonus. If the Effective Date occurs on or after April 1, 2018 but prior to July 1, 2018 and if Employee remains in the continuous employ of the Company or an Affiliate, and continues the satisfactory performance of Employee’s job duties as directed by the Company or Affiliate, through March 1, 2021 (the “Fourth Vesting Date”), the Employee will earn and the Company will pay to Employee seven hundred fifty-eight thousand eighty dollars ($758,080) multiplied by the approved 2018-2020 LTIP scorecard results (the “Fourth Retention Bonus”) in accordance with its normal payroll practices and procedures on, or as soon as administratively possible after, March 15, 2021.