Common use of Delayed Closing Clause in Contracts

Delayed Closing. In the event that you become eligible for the Retention Bonus on October 31, 2025 (i.e., because you remained continually employed by the Company through October 31, 2025, and the Closing has not occurred by that date), as a condition of receiving the Retention Bonus, you agree to forgo the severance benefits set forth in Section 8 of the Employment Agreement; provided, however, in lieu of such severance benefits, in the event of a termination by the Company without Cause (as defined in the Employment Agreement) or by you for Good Reason (as defined in the Employment Agreement), the Company will pay you a taxable bonus which you may use to cover health insurance costs or for any other purpose in the amount of $3,757 per month (the “Health Insurance Bonus”) until the earlier of (i) a date that is twelve (12) months following your termination date, and (ii) the date that you become eligible for health insurance benefits through subsequent employment (you agree that should you become eligible for health insurance benefits through subsequent employment prior to a date that is twelve (12) months following your termination date, you will so inform the Company in writing within five (5) business days of becoming eligible for such coverage). As a condition of receiving the Health Insurance Bonus, you must execute and deliver to the Company a separation and release of claims agreement consistent with the terms and conditions set forth in Section 8(d) of the Employment Agreement.