בסעיף 1(a)(i) אשר כותרתו Bonus Amount נכתב לאמור (עמ' 89 לכתב התביעה):
"Release Date" means the first anniversary of the Closing Date.
"Termination Event" means the cessation of Holdback Participant's continuous service with the Buyer or any affiliate thereof at any time prior to the Release Date for any reason. For the avoidance of doubt, notwithstanding anything to the contrary, any termination of Holdback Participant's employment as a result of a change in the entity employing the Holdback Participant or change of nature of engagement (e.g., engagement as contractor, etc.) shall constitute continued employment under this agreement and no Termination event shall be deemed to occur if the new employing entity is a wholly owned subsidiary of the Buyer.
בסעיף 1(b) אשר כותרתו vesting provisions נכתב, בין היתר:
(i) As of and following the Closing Date, the Bonus Amount shall be held by the Paying Agent unless and until it is released in accordance with this Section (b). Subject to the terms and conditions of this Section (b)(i) and Section (d), the Paying Agent shall be entitled to retain the Bonus Amount if a Termination Event occurs prior to the occurrence of a Release Date for further disbursement as set forth in Section 3 below. Subject to Section 2(b) and Section 3 below and subject to the Holdback Participant's continued employment with the Buyer, the Bonus Amount shall be fully paid to Holdback Participant on the Release Date, provided that no Termination Event has occurred prior thereto.
בסעיף 1(c) נכתב:
(c) Release of the Bonus Amount. Promptly following any Termination Event, the Bonus Amount, to the extent remaining in the possession of the Paying Agent in accordance with the terms hereof and to the extent not payable to the Holdback Participant, shall be distributed to the Equity Holders at the Final Release Date together with the Escrow Fund based in their respective Pro Rata Share (both terms, as defined in the SPA) in the manner set forth in the SPA.
בסעיף (2) אשר כותרתו Acceleration Amount נכתב: