A Bonus for Staying with the Company: Watch Out for These Contract Pitfalls!

Matylda and Roman worked for a large IT firm. Matylda was the Chief Financial Officer, and Roman was the Director of Quality and Safety. When the company intended to restructure, the atmosphere soured and rumors were rife. Many employees began looking for new jobs; not a day went by without someone approaching the HR department with a resignation notice.

To prevent this and retain key specialists, the company proposed an offer to Matylda and Roman: a PLN 100,000 retention bonus. The condition was simple: loyalty and remaining with the team for the following year.

Both signed the documents. They worked at 100% as always, pleased that they would receive additional remuneration for their commitment to the company’s life.

Less than a year later, Roman received a notice of termination for reasons attributable to the employee. The reasons stated in the notice were, for Roman, completely fabricated. Given that the notice period expired just before he would have acquired the right to the bonus, Roman suspected the employer fired him intentionally—simply to avoid paying the extra money.

Meanwhile, Matylda was approached by a competitor with an “offer she couldn’t refuse.” The salary was significantly higher, and the benefits were tempting. Matylda decided to change jobs. She submitted her resignation, certain that her work to date would be appropriately settled.

Upon her final paycheck, Matylda received a “cold shower.” Only her basic salary hit her account. In the HR department, she heard a brief: “You were a few weeks short of a full year. According to the contract, you are not entitled to any additional money.”

Matylda was in shock. She had worked almost the entire required period. She also knew that an employer has no right to deprive an employee of remuneration for a period worked, even if they part ways with the company. Furthermore, during that year, she achieved excellent results—the tax optimization she proposed saved the company hundreds of thousands of zlotys. She expected at least a partial payment; she felt it would be fair on the employer’s part.

Roman, meanwhile, felt cheated. He believed the reasons cited for his termination were untrue and that the employer’s motivation was to avoid the additional payout. Roman felt the employer’s conduct was unfair—the employer bound him for months crucial to the restructuring, only to discard him and “cleanly” avoid the obligation to pay the extra funds.

Matylda and Roman were devastated. They had long since planned how to use the extra cash injection. Both felt wronged and decided to fight for their rights.

What is a Retention Bonus?

A retention bonus is a one-time cash payment made to an employee in exchange for a commitment to remain within the company structures for a specified period. It is a type of “loyalty premium,” most commonly used in situations critical to the enterprise, such as mergers, acquisitions, restructurings, or the execution of key long-term projects.

A bonus for continuing cooperation is not the same as a performance bonus. A performance bonus is a reward for achieving a specific goal, whereas a retention bonus is designed to guarantee that a given employee does not leave for a competitor at a moment critical for the company—regardless of their work performance results.

The Legal Trap: Contract Content is Everything

This benefit is not regulated by the Labor Code. This means that all rules are decided exclusively by the content of the contract with the employer. The lack of statutory regulations gives companies enormous freedom in constructing provisions—often unfavorable to the employee.

All rules for the retention bonus should be explicitly stated in the contract.

The biggest problem employees face is a lack of proportionality. Standard contracts often assume an “all or nothing” model. Leaving before the designated deadline results in not receiving any of the funds.

Another issue is whether every prior termination (which may be based on various legal grounds—including those not related to the employee) forfeits the right to the funds.

How to Secure Your Interests: Key Questions

To avoid or minimize disputes, it is crucial to maximize the detail of the retention bonus provisions:

• Is the bonus due solely for completing the entire period, or is it accrued per month?
• Is it due for remaining in an employment relationship (e.g., during long-term sick leave), or only for the actual performance of work?
• If an employee resigns in the 11th month, but the notice period ends in the 14th month—is the bonus due?
• What if the employer terminates the contract for reasons not attributable to the employee (e.g., redundancy)?

The contract should uniquely answer these questions and precisely define all criteria for receipt.

Ensure that if you leave, the bonus is proportional to the time worked.

Matylda and Roman: Can They Win?

Matylda’s Case: To guarantee at least a portion of the bonus, Matylda should have analyzed the draft contract and negotiated the most favorable terms. In this case, introducing the principle of proportionality into the contract would have guaranteed her payment for the months actually worked—despite the earlier termination.

Roman’s Case: Roman describes a situation where an employer terminates a contract just before the deadline.

• Does he have a chance? Yes. Roman should file a lawsuit. If it turns out the reason for termination was “made up” solely to avoid the payout, Roman has a chance to receive the bonus. Additionally, he would receive compensation for unlawful termination.

Summary Checklist: What to Look For

1. Proportionality: The contract should assume that in case of termination, the employee receives money for every month worked.
2. Termination Grounds: Clearly define situations where termination does not result in a loss of funds (e.g., when the employer terminates for company reasons).
3. Clear Criteria: Explicitly state all criteria qualifying the employee for the funds.