La abstinencia en el matrimonio (14-VII-82/18-VII-82)

Examples of key employee retention and incentive plans taken from court document (such as motions and orders approving key employment retention or incentive plans for firms in Chapter 11)

RETENTION PLAN FOR STAYING WITH THE DEBTOR

Excerpts from “Order Granting Debtors’ Motion to Approve Key Employee Retention Plan” for Kitty Hawk, Inc. dated August 23, 2000 by the US Bankruptcy Court for the Northern District of Texas.

IT IS, THEREFORE, ORDERED AND DECREED that the Key Employee listed on Ex- hibit “A” who retain employment with Kitty Hawk, Inc. or a Successor to the earlier of the effective date of a Plan of Reorganization or January 1, 2001, shall be paid a retention bonus equal to six (6) months salary, payable in six monthly instalments beginning on the earlier of the effective date of a plan of reorganization or January 1, 2001, if these cases remain in Chapter 11. No bonus would be payable (and any unpaid bonus would be forfeited) if a Key Employee: (a) resigns, (b) is terminated for cause or (c) does not execute a covenant not to compete with the Debtors (or their successors under a plan of reorganization) through December 31, 2001.

Excerpts from “Motion for an Order Pursuant to 11 U.S.C. 105(a) and 363(b) Authorizing the Debtors to Implement a Key Employee Retention Plan” for Horizon PCS, Inc. dated August 22, 2003 by the US Bankruptcy Court for the Northern District of Ohio.

The Debtors propose to provide stay bonuses (the “Stay Bonuses”) to the 45 Key Employees that the Debtors deem to be so critical to their operations that the loss of such employees’ services would cost the Debtors more than the cost of the Stay Bonus and other benefits provided under the Retention Plan. The Debtors selected the 45 Key Employees based on their skill sets and knowledge, which are essential to the operation of the Debtors’ businesses during these Chapter 11 restructurings, and other factors such as the likelihood of their leaving for other employment opportunities. The Stay bonus are designed to induce the 45 Key Employees to remain in the Debtors’ employ through the pendency of these chapter 11 cases, or for as long as the Debtors require their services.

The Stay Bonus will be earned by each of qualifying Key Employee in the amounts and times set forth below, and will be paid as soon as practicable thereafter.

A. 25% (the “First Payment”) on the 45th day after the Petition Date;

B. 25% (the “Second Payment”) on earlier of: (1) confirmation of a plan of reorganiza- tion, (2) a Court order approving sale of substantially all assets becoming final, and (3) 105 days after the First Payment;

C. 50% upon the earlier of: (1) consummation of a Qualifying Event and upon earlier of (a) involuntary termination of employment (in which case the employees will be entitled to the greater of the remaining Stay Bonus or his/her Severance Pay); and (b) 90 days after consummation of Qualifying Event; and (2) 190 days after the Second Payment.

Excerpts from “Motion of the Debtors Pursuant to Sections 363(b) and 105(a) of the Bankruptcy Code for Authorization to Establish a Key Employee Retention Plan” filed by WorldCom Inc. dated October 18, 2002 with the US Bankruptcy Court for the Southern District of New York.

The Debtors have to date identified approximately 329 Key Employees who will participate in the Retention Plan. In developing the Retention Plan, the Debtors classified those Key Employees into four groups (each a “Group”) based on each employee’s role in the Company and expected contribution to the reorganization efforts of the Debtors:

• Group 1 includes 4 Key Employees (the “Group 1 Employees”) who hold the most se- nior positions at WorldCom. None of these employees will participate in the Retention Plan.

• Group 2 includes 25 Key Employees (the “Group 2 Employees”). The Stay Bonus for each Group 2 Employee is equal to 65 % of the individual’s annual base compensation, subject to a cap of $125,000. The range of Stay Bonuses for Group 2 Employees is expected to be from $90,000 to $125,000.

• Group 3 includes 90 Key Employees (the “Group 3 Employees”). The Stay Bonus for each Group 3 Employee is equal to 50% of the individual’s annual base compensation, subject to a cap of $125,000. The range of Stay Bonuses for Group 3 Employees is expected to be from $47,000 to $125,000.

• Group 4 includes approximately 210 Key Employees (the “Group 4 Employees”). The Stay Bonus for each Group 4 Employee is equal to 35% of the individual’s annual base compensation, subject to a cap of $125,000. The range of Stay Bonuses for Group 4 Employees is expected to be from $20,000 to $90,000.

The Retention Plan provides bonuses designed to encourage Key Employees to both remain employed by the Debtors throughout the reorganization process and to work productively to ensure that the Debtors complete their reorganization in a timely and efficient manner. The Retention Plan provides for a stay bonus (the “Stay Bonus”) if the Key Employee remains employed by the Debtors on specific target dates. The Stay Bonus for any Key Employee is equal to a percentage of the individual’s annual base compensation according to the classification of the Key Employee set forth below. The Debtors propose to pay the Stay Bonuses pursuant to the following schedule:

• 25% of the Stay Bonus paid on December 1, 2002, • 25% of the Stay Bonus paid on March 31, 2003, and

• 50% of the Stay Bonus paid 60 days after confirmation of a plan of reorganization. In addition, the Retention Plan provides that each Key Employee who remains employed by the Debtors on the date that a plan of reorganization is confirmed (the “Plan Confirmation Date”) will receive an additional bonus amount equal to 10% of the Key Employee’s Stay Bonus (the “Plan Progress Bonus”). The Plan Progress Bonus would be earned if the Plan Confirmation Date occurs by December 2003. Should the Plan Confirmation Date occur earlier, the Plan Progress would increase as set forth on the schedule below:

• 100% of the Plan Progress Bonus if the Plan Confirmation Date occurs in December 2003;

• 150% of the Plan Progress Bonus if the Plan Confirmation Date occurs in November 2003;

• 200% of the Plan Progress Bonus if the Plan Confirmation Date occurs in October 2003; and

• 250% of the Plan Progress Bonus if the Plan Confirmation Date occurs on or before September 30, 2003.

RETENTION BONUS TIED TO STAY AND INCENTIVE BONUS TIED TO EMER- GENCE

Excerpts from “Debtors’ Motion for an Order Pursuant to Section 363(a) and 105(a) of the Bankruptcy Code Authorizing Implementation of Retention Plan” filed by Galey & Lord, Inc. on May 1, 2002 with the US Bankruptcy Court for the Southern District of New York.

The Retention Program is designed to provide the Critical Employees with competitive financial incentives, among other things, (a) to remain in their current positions with the Debtors through the effective date (the “Emergence”) of a plan or plans of reorganization in these cases, (b) to assume the additional administrative and operational burdens imposed on the Debtors by these cases, and (c) to use their best efforts to improve the Debtors’ financial performance and facilitate the Debtors’ successful reorganization.

The Retention Program includes six separate components: (a) a performance incentive plan designed to provide performance incentives to key management employees; (b) a stay bonus plan designed to ensure the continued employment of certain key management through the completion of the Debtors’ restructuring; (c) an emergence bonus plan designed to provide an additional incentive to the Debtors’ CEO, who is particularly essential to the implemen- tation of the Debtors’ restructuring plan, through the confirmation process; (d) a severance plan designed to ensure basic job protection for key management employees terminated other than for cause; (e) a discretionary transition payment plan designed to provide management with the ability to offer incentives to certain employees during a transition period at the end of which such employees would be terminated, in the event such circumstances arise; and (f) a discretionary retention pool designed to provide the CEO discretionary authority to offer incentives to employees (including new employees) not otherwise participating in the Stay Bonus Plan or the Emergence Bonus Plan.

RETENTION BONUS TIED TO PLAN CONFIRMATION AND INCENTIVE BONUS TIED TO ASSET SALE, EMERGENCE, AND DEBT RECOVERY

Excerpts from “Debtors’ Motion for an Order under 11 U.S.C. Section 105 and 363 Authorizing Imple- mentation of Key Employee Severance/Retention Program” filed by SLI, Inc. on October 3, 2002 with the US Bankruptcy Court for the District of Delaware.

The Severance/Retention Program is a three-tier program that provides certain key em- ployees or their successors (the “Key Employees”) with an opportunity to receive a re- tention/stay bonus (the “Retention Payment”) and a severance payment (the “Severance Payment”).

• Tier One Key Employee. The first tier (“Tier One”) covers a single employee, the Chief Executive Officer (the “CEO”) who has been designated as a corporate employee. Under the program, the Tier One employee would receive a retention payment of $350,000 and would be entitled to a severance payment of $150,000. The Tier One employee’s Retention Payment shall be earned, due and payable in the following manner and on the earliest of the following events: (i) payment in full on termination of the Tier One employee’s employment by the company ”without cause”; (ii) payment in full on consummation of a plan of reorganization; or (iii) payment of 50% on consummation of a sale of substantially all of the Debtors’ assets pursuant to 11 U.S.C. Section 363 in the GLE business line or the ML business line and the remaining 50% on consummation of a sale of the remaining business line or consummation of a plan of reorganization. In addition to the Retention and Severance Payments, the Tier One employee would also be eligible to receive incentive compensation in an amount

not to exceed $1.2 million. This additional Incentive compensation is earned based upon the prepetition lenders’ aggregate percentage recovery. Receipt of the Incentive Compensation would thus be directly tied to the amount of proceeds generated by one or more sales of assets of the Debtors’ respective business lines or distributions under a reorganization plan.

• Tier Two Key Employee. The second tier of the Severance/Retention program (“Tier Two”) covers twenty (20) employees or positions within the Debtors’ Corporate, ML, GLE and GLA business lines. Retention and Severance Payments to Tier Two employ- ees are based on position and are calculated as a percentage of a Tier Two employee’s current base salary. With respect to the Retention Payments, certain members of the Debtors’ executive management, including the Chief Financial Officer and the Executive Vice Presidents, are eligible to receive payments ranging from 75% to 150% of base salary. Retention Payment shall be earned, due and payable in the following manner and on the earliest of the following events: (i) payment in full on termina- tion of the Tier One employee’s employment by the company ”without cause”; (ii) payment in full on consummation of a plan of reorganization; or (iii) payment of 50% on consummation of a sale of substantially all of the Debtors’ assets pursuant to 11 U.S.C. Section 363 in the GLE business line or the ML business line and the remaining 50% on consummation of a sale of the remaining business line or consummation of a plan of reorganization.

• Tier Three Key Employee. The third tier (“Tier Three”) of the severance/Retention Program provides for a discretionary pool of $50,000 to be reserved for certain essential staff members, which total includes any and all payments to such persons on account of Retention and Severance Payments.

RETENTION BONUS TIED TO MINIMUM STAY AND INCENTIVE BONUS TIED TO EMERGENCE, ASSET SALES, AND ENTERPRISE VALUE

Excerpts from the “Motion for Entry of Order Authorizing the Debtor to Implement and Honor a Key Employee Retention Program and Approve Severance and Separation Plans” filed by Anchor Glass Container Corporation on October 25, 2005 with the US Bankruptcy Court for the Middle District of Florida.

The Debtor seeks to enter into retention agreements (the ”Retention Agreements”) with 81 Key Employees (including the CEO) to retain the Key Employees and ultimately maximize the value of the Debtor’s assets for the benefit of all parties in interest. Specifically, the Debtor seeks to minimize the turnover of Key Employees by providing incentives for these people to remain in the Debtor’s employ and work toward a successful reorganization of the Debtor.

For 80 of the 81 proposed participants in the Retention Program, the retention incentive consists of cash retention payments at a percentage of base salary ranging from 20% to 65% the participants’ base pay payable at various critical points in the Debtor’s Chapter 11 case. The timing of these retention payments is contemplated as follows:

Tier # of % of Court 2/15/06 Emergence 6 Months Total

Employees Base Approval Date Post KERP

Pay of KERP Emergence Payment

Tier I 7 65% 5% 15% 40% 40% 100%

Tier II 9 65% 5% 15% 40% 40% 100%

Tier III 11 40% 5% 15% 40% 40% 100%

For the remaining proposed Retention Program participant, CEO Mark Burgess, the reten- tion incentive consists of the following scenarios:

(a) in the event of a reorganization in which Mr. Burgess is retained as CEO of the reorganized Debtor, Mr. Burgess would be entitled to i) a retention payment of $500,000, which is equal to 83 percent of his base salary, (payable upon the Debtor’s emergence from Chapter 11), plus ii) additional payments of $500,000 if the enterprise value of the Debtor equals or exceeds $300 million together with an amount equal to one percent of the amount by which the enterprise value of the Debtor exceeds $300 million (both of these additional payments would be payable 6 months after Debtor emerges from Chapter 11), or

(b) in the event of a reorganization in which Mr. Burgess is offered to be retained as CEO of the reorganized Debtor with an employment agreement that is at least equivalent to the prevailing terms of employment in the open market for CEO’s of similarly sized companies with usual and customary CEO duties, but Mr. Burgess declines to accept the offer, then Mr. Burgess would be entitled to i) a retention payment of $500,000, which is equal to 83 percent of his base salary, (payable upon the Debtor’s emergence from Chapter 11), plus ii) additional payments of $500,000 if the enterprise value of the Debtor equals or exceeds $300 million, together with an amount equal to one percent of the amount by which the enterprise value of the Debtor exceeds $300 million and 12 months severance pay (these additional payments would be payable upon the earlier of the termination of Mr. Burgess’ employment with the Debtor or 6 months after the Debtor emerges from Chapter 11); or

(c) in the event of a reorganization in which Mr. Burgess is not retained as CEO of the Debtor, or in a situation where Mr. Burgess is terminated without cause prior to emergence to Chapter 11, or in which the Debtor’s offer of continued employment to Mr. Burgess is not at least equivalent to the prevailing terms of employment in the open market for CEO’s of similarly sized companies with usual and customary CEO duties as discussed in (b) above, Mr. Burgess would be entitled to i) a retention payment of $600,000, which is equal to his base salary (payable upon the Debtor’s emergence from Chapter 11), plus ii) additional payments of an amount equal to one percent of the amount by which the enterprise value of the Debtor exceeds $300 million and 18 months of severance pay (both of these additional payments would be payable upon the earlier of the termination of Mr. Burgess’ employment with the Debtor or 6 months after the Debtor emerges from Chapter 11, with the exception of the case where he is terminated without cause prior to emergence from Chapter 11, whereby the payment based on the enterprise value calculation would be paid within 30 days of the emergence date); or

(d) in the event of a sale of substantially all of the assets of the Debtor, Mr. Burgess would be entitled to i) a retention payment of $500,000, which is equal to 83 percent of his base salary, plus ii) additional payments of $500,000, if the gross sales price of the assets of the Debtor equals or exceeds $300 million, together with an amount equal to one percent of the amount by which the gross sales price of the assets of the Debtor exceeds $300 million and 12 months severance pay (these additional payments would be payable upon the earlier of the termination of Mr. Burgess’ employment with the Debtor or 3 months after the completion of the sale of substantially all of the assets of the Debtor).

RETENTION AND INCENTIVE BONUS TIED TO DEVELOPING RESTRUCTURING PROCESS (FILING A PLAN), OPERATION COMMITMENT, SPEED, AND EMER- GENCE

Excerpts from the “Motion for an Order Authorizing Debtors to Implement a Key Employee Restructuring Milestone Incentive and Income Protection Program” filed by Exide Technologies on April 15, 2002 with the US Bankruptcy Court for the District of Delaware.

The Incentive Plan provides incentives to Key Employees to remain with the Debtors throughout the Reorganization and to implement the changes needed to successfully com- plete the Reorganization. Under the Incentive Plan, participants can earn an additional bonus equal to 10-100% of their annual base pay. Each program participant received 25% of their Incentive Plan bonus after completing the Debtors’ Five Year Business Plan. Each Participant will receive the second 25% of their Incentive Plan bonus if and only if they meet certain operation and restructuring commitments that have been assigned to each participant. The final 50% of their Incentive Plan bonus will be paid to eligible employees on the day the plan of reorganization is approved. However, the plan of reorganization must be approved on or before June 30, 2003 to qualify for the third phase of the payment. Thus, because a portion of a participant’s payout is contingent upon continuing service through most- and hopefully all-of the Reorganization process, the participant will be motivated to stay with the Debtors and to assist in the Debtors’ efforts during these Chapter 11 Cases. INCENTIVE BONUS TIED TO FILING A PLAN, EMERGENCE, TARGET CASH FLOW AND WORKING CAPITAL, AND ENTERPRISE VALUE

Excerpts from the “Debtors’ Motion for an Order Authorizing the Implementation of the Calpine Incentive Program” filed by Calpine Corporation on April 6, 2005 with the US Bankruptcy Court for the Southern District of New York.

The Emergence Incentive Plan (EIP) provides cash awards - payable only at emergence - to selected senior employees in the positions most capable of influencing the success of Debtors’ ongoing business and reorganization efforts. The purpose of the EIP is to provide a compelling and market-competitive cash incentive designed to encourage key manage- ment personnel to maximize the value of the enterprise while working toward a successful reorganization of Debtors’ business. The plan is specifically geared toward rewarding those employees who will devote their energies, knowledge, and creativity to consummating a successful plan of reorganization.

There are three principal benefits of the EIP. First, the plan is simple in concept and admin- istration. The structure of the EIP mirrors that of the incentive opportunities jointly devel- oped by Calpine and the Committee for Debtors’ chief executive officer and chief financial officer. Second, the structure of the EIP motivates eligible employees to increase Debtors’ enterprise value-directly benefiting all stakeholders-by tying EIP award level to value cre- ation. Compensation for eligible employees increases proportionate to the value created for Debtors and their creditors. Thus, the financial interests of Calpine, creditors and core management are aligned. Third, the EIP is designed to provide a market-competitive long- term compensation opportunity for eligible employees. Accordingly, compensation levels for eligible employees are in line with long-term equity and cash-based opportunities at com- parable institutions. The Debtors have identified approximately 20 senior employees, which include primarily executive vice presidents and a select group of senior vice presidents, who will be eligible to participate in the Emergence Incentive Plan.

The Debtors seek also to implement a Management Incentive Plan (MIP) for approximately