Common use of Completion Payment Clause in Contracts

Completion Payment. In the event the Consultant is continuing to provide services under this Consulting Agreement through the consummation of a Change in Control or Corporate Transaction (each as defined in the Plan) of the Client, and provided that Consultant has not been given an offer of employment with any acquirer in such Change in Control or Corporate Transaction (as applicable) (the “Buyer”) on substantially similar terms to those set forth in Consultant’s prior Employment Agreement with Client (an “Offer”), then the Consultant will receive an additional payment (the “Completion Payment”) in the total amount of $633,525, subject to any applicable payroll withholdings and deductions and payable at the time of closing of the applicable Change in Control or Corporate Transaction. Additionally, and notwithstanding anything to the contrary in the Plan or Equity Award Documents, any then-unvested Equity Awards held by the Consultant as of the date of the consummation of such Change in Control or Corporate Transaction, as applicable, shall be deemed vested and exercisable as of such date. In the event the Consultant accepts an Offer but is then terminated without cause by the applicable Buyer within one year of the consummation of the Change in Control or Corporate Transaction, as applicable, then the Client shall make commercially reasonable efforts to make a Completion Payment to Consultant within thirty (30) days of such termination without cause, provided the Client has been given timely notice of such termination.

Completion Payment. In the event the Consultant is continuing to provide services under this Consulting Agreement through the consummation of a Change in Control or Corporate Transaction (each as defined in the Plan) of the Client, and provided that Consultant has not been given an offer of employment with any acquirer in such Change in Control or Corporate Transaction (as applicable) (the “Buyer”) on substantially similar terms to those set forth in Consultant’s prior Employment Agreement with Client (an “Offer”), then the Consultant will receive an additional payment (the “Completion Payment”) in the total amount of $633,525861,840, subject to any applicable payroll withholdings and deductions and payable at the time of closing of the applicable Change in Control or Corporate Transaction. Additionally, and notwithstanding anything to the contrary in the Plan or Equity Award Documents, any then-unvested Equity Awards held by the Consultant as of the date of the consummation of such Change in Control or Corporate Transaction, as applicable, shall be deemed vested and exercisable as of such date. In the event the Consultant accepts an Offer but is then terminated without cause by the applicable Buyer within one year of the consummation of the Change in Control or Corporate Transaction, as applicable, then the Client shall make commercially reasonable efforts to make a Completion Payment to Consultant within thirty (30) days of such termination without cause, provided the Client has been given timely notice of such termination.

Completion Payment. In the event the Consultant is continuing to provide services under this Consulting Agreement through the consummation of a Change in Control or Corporate Transaction (each as defined in the Plan) of the Client, and provided that Consultant has not been given an offer of employment with any acquirer in such Change in Control or Corporate Transaction (as applicable) (the “Buyer”) on substantially similar terms to those set forth in Consultant’s prior Employment Agreement with Client (an “Offer”), then the Consultant will receive an additional payment (the “Completion Payment”) in the total amount of $633,525661,500, subject to any applicable payroll withholdings and deductions and payable at the time of closing of the applicable Change in Control or Corporate Transaction. Additionally, and notwithstanding anything to the contrary in the Plan or Equity Award Documents, any then-unvested Equity Awards held by the Consultant as of the date of the consummation of such Change in Control or Corporate Transaction, as applicable, shall be deemed vested and exercisable as of such date. In the event the Consultant accepts an Offer but is then terminated without cause by the applicable Buyer within one year of the consummation of the Change in Control or Corporate Transaction, as applicable, then the Client shall make commercially reasonable efforts to make a Completion Payment to Consultant within thirty (30) days of such termination without cause, provided the Client has been given timely notice of such termination.