How to set stay bonuses for key employees during the sale of a business

Who belongs on a stay-bonus list, and who is usually missed?

A stay bonus is a payment promised to an employee who remains through closing, and sometimes through a transition period after it. The usual list covers the sales leader, the lead engineer and the operations head. Owners often forget the people who actually answer diligence requests and can still export records: the controller, the IT administrator and long-tenured operations staff.

Those three groups matter because a buyer's questions arrive in the weeks after the letter of intent, and the answers sit in their heads and their admin consoles. If one of them leaves mid-process, the data room stalls. If one leaves after closing, nobody may know which archived systems exist or how to export them. That knowledge loss also blocks any later licensing of operational records to AI developers, because a data inventory needs someone who knows each system and its history.

How do you decide who gets a bonus?

Use a simple test: would the sale, or the value of the records, suffer if this person left before closing or within six months after? Rank candidates by three questions.

Keep the list short. Every name on it is a disclosure risk, and each extra bonus is another person who learns a sale is under way.

What should the stay-bonus agreement contain?

The agreement is a short document between the company and the employee. Have your employment counsel draft it; the points below are the ones owners most often leave vague.

1. Trigger: state exactly what earns the payment, such as remaining employed through closing, or through closing plus a named period.
2. Amount and timing: give a fixed sum or a formula, and say whether it is paid in one piece or in tranches.
3. Who pays: state whether the company pays before closing or whether the cost is treated as a transaction expense that reduces proceeds. Buyers and sellers negotiate this in the purchase agreement, so raise it early.
4. Good-leaver terms: say what happens if the employee is let go without cause, dies or becomes disabled before the trigger.
5. Duties: list the specific tasks that count, for example completing diligence responses and documenting systems and exports.
6. Confidentiality: remind the employee that sale discussions and company records stay confidential.
7. Tax treatment: payments are generally wages; ask your tax adviser how they are reported and whether any golden-parachute or deferred-compensation rules apply.

This is general information, not legal, tax or financial advice. Confirm with your own counsel and tax adviser before acting.

When should you offer the bonus?

Timing is a sequencing problem: too early and you widen the circle of people who know about the sale, too late and the person may already have another offer.

What should the handover task list include?

Tie part of the payment to a written handover, so the bonus buys knowledge as well as presence. A workable handover file covers:

• A list of every business system in use or retired, with years of history and the admin owner
• Where backups and archives of retired systems live, and who can restore them
• Which exports have been tested and how long they take
• Credential and access-recovery steps, held securely and not in the document itself
• A contact sheet for vendors and former administrators

This file is also the starting point for a data inventory if the company later considers licensing its operational records. The inventory is something the company completes with SourceX; you describe systems and years, never the records themselves.

How does this connect to data licensing?

Many sellers weigh licensing records for AI training alongside a sale, as an additional source of proceeds, and the guide to data licensing during a business sale explains how the two interact. A buyer will want to know about any license, its exclusivity and its timing, so settle the question before signing. Companies that qualify generally have 50+ full-time employees at peak (contractors excluded), several years of documented operations and rights to license the data; the who qualifies page has the full baseline. The retention list above helps in both directions, because the same people hold the system knowledge.

What does an advisor or accountant referral partner earn?

If you are an advisor, accountant or banker who sees owners planning a sale, you can introduce a company that fits the baseline. Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 cumulative per referred company. The reward is paid only after the buyer pays and SourceX receives its fee; a lead, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed. Check your own professional rules on referral fees and disclosure first, and read the program terms.

When a stay bonus is not the right tool

• The employee is already a sizeable equity holder who will be paid at closing.
• The buyer plans to replace the role at closing, in which case a severance or transition agreement fits better.
• The real risk is a missing process or undocumented system; fix the documentation first.
• The owner cannot name what the person must do to earn the payment.

Next step

Draft your list of five names this week and note what each person alone knows. If the company also holds years of operational records across several systems, register as a partner to make an introduction, or have the owner apply directly at sourcex.si/apply. A broader view of who to approach as buyers is in the buyer list guide, and the broad versus targeted auction comparison shows how process choice changes the retention timeline.