Common use of Retention Bonus Clause in Contracts

Retention Bonus. In connection with a Change in Control (which for the purposes of this Agreement shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, the “Plan”) during the Term, Employee will be eligible to earn a cash bonus payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholding taxes (the “Retention Bonus”), as follows: (i) 25% of the Retention Bonus will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; and (ii) the remaining 75% of the Retention Bonus will be earned on the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention Bonus.

Retention Bonus. In connection with a Change in Control (which for Provided the purposes Executive remains continuously employed by the Company or Albertsons, or one of this Agreement shall be defined as such term is defined in their affiliates, from the Kadmon Holdingsdate hereof through January 2, Inc. 2016 Equity Incentive Plan2016, the “Plan”) during the Term, Employee will be eligible Company shall pay to earn Executive a cash one-time retention bonus payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholding taxes $130,000 (the “Retention Bonus”), as follows: (i) 25% of the . The Retention Bonus will be earned paid on the first regular payroll date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”)following January 2, 2016, subject to Employeeall applicable withholding. If the Executive’s continuous and active employment with the Company through such dateterminates on or prior to January 2, unless Employee2016, other than due to a termination of his employment without Cause (as defined in the Award Agreement) or his resignation for Good Reason (as defined in the Award Agreement), the Executive shall immediately forfeit any right to receive the Retention Bonus and shall have no further rights with respect thereto. Notwithstanding any of the forgoing, if the Executive’s employment hereunder is terminated without Cause or Employee he resigns with for Good Reason; and (ii) Reason on or prior to January 2, 2016, the remaining 75% of Executive shall be entitled to receive the Retention Bonus will be earned on payable as a cash lump sum as soon as practicable after the closing date of such Change termination of employment (and in Control (no event later than 30 days after the “Closing Date”date of such termination of employment), subject to Employee’s continuous . * * * * * This Agreement shall be governed by and active employment with construed under the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment internal laws of the Retention Bonus, if earned, will State of Delaware and may be paid executed in several counterparts (all of which together shall constitute one and the same instrument). The Executive acknowledges and agrees that the Executive has carefully read this Agreement in its entirety; fully understands and agrees that the Executive is irrevocably waiving the Executive’s right to receive certain payments and benefits pursuant to Section 1; and intends and agrees that this Agreement be final and legally binding on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous Executive and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company. SAFEWAY INC. EXECUTIVE /s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxx By: Xxxxx Xxxxxx Xxxxx X. Xxxxxxxx Its: Vice President, which release shall become effective upon the payment of the applicable portion of the Retention Bonus.Corporate Law Date: 12/24/14 Date: 12/24/14 Acknowledged and Agreed: AB MANAGEMENT SERVICES CORP. /s/ Xxxx X. Xxxxx By: Xxxx X. Xxxxx Its: EVP & GC Date: 12/24/14

Retention Bonus. In connection with the event of a Change in of Control (which for the purposes of this Agreement shall be defined as such term is defined in Section 4.6 of the Kadmon Holdings, Inc. 2016 Equity Incentive PlanAgreement) and if the Employee is employed by the Company on the date of the Change of Control, the “Plan”) during Company shall pay the Term, Employee will be eligible to earn a cash bonus lump-sum payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholding taxes (the “Retention Bonus”), as follows: ) equal to the sum of (x) the Employee’s then current annual Base Salary plus (y) one-hundred and fifty percent (150%) of the Employee’s then current Base Salary; provided that the Employee shall not have terminated his employment without Good Reason or been terminated by the Company for Cause prior to the first anniversary of the Change of Control. The Retention Bonus shall be paid within ten (10) days of the earliest of (i) 25% of the Retention Bonus will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”), subject to Employee’s continuous and active Employee terminates employment with for Good Reason or the Company through such date, unless terminates the Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reasondue to death or Disability; and or (ii) the remaining 75% earliest of (x) the first anniversary of the Retention Bonus will Change of Control, or (y) March 31, 2010. Solely for purposes of this Section 4.6, Employee shall be earned deemed to have been employed by the Company on the closing date of a Change of Control if such Change in Control date occurs within sixty (60) days after Employee is terminated by the Company without Cause.” The following three paragraphs shall be added to Section 4.8 to read as follows: “Closing Date”), subject to The Company shall pay or reimburse the Employee (on a fully grossed-up tax neutral basis) for the Employee’s continuous reasonable attorneys’ fees and active employment costs incurred in connection with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject advice pertaining to Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering negotiating this Amendment upon presentation to the Company of bills or invoices for such services and not revoking a general release in favor such other supporting information as the Company may reasonably require. Such payment or reimbursement and the corresponding gross-up payment shall be made no later than fifteen (15) business day following the receipt by the Company of all such bills or invoices and supporting information. Such bills or invoices and supporting information must be received by the Company no later than December 1, 2008. In the event that the Company or any other person takes or threatens to take any action to declare this amended Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Employee the benefits provided or intended to be provided to the Employee hereunder, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Employee’s choice at the expense of the Company as hereafter provided, to advise and its affiliates represent the Employee in a form acceptable to connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company, which release shall become effective upon in any jurisdiction. Whether or not the payment Employee prevails, in whole or in part, in connection with any of the applicable portion foregoing, the Company will pay and be solely financially responsible for any and all reasonable attorneys’ and related fees and expenses incurred by the Employee in connection with any of the Retention Bonus.foregoing; provided that, in regard to such matters, the Employee has not acted in bad faith or with no colorable claim of success. Such payments shall be made within five (5) business days after delivery of the Employee’s written requests for payment (which shall not be later than the thirty (30) days prior to the end of the calendar year following the year in which the expense was incurred), accompanied by such evidence of fees and expenses incurred as the Company may reasonably require. Additionally, if it should appear that the Company has failed to comply with any of its obligations under the Agreement, as amended, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Employee’s choice as hereafter provided, to advise and represent the Employee in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. To the extent the Employee prevails on at least one material issue, the Company will pay and be solely financially responsible for any and all reasonable attorneys’ and related fees and expenses incurred by the Employee in connection with any of the foregoing; provided that, in regard to such matters, the employee has not acted in bad faith. Such payments shall be made within five (5) business days after delivery of the Employee’s written requests for payment, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, which request must be no later than thirty (30) days after the determination has been made that the Employee prevailed on at least one material issue. The final paragraph of Section 5.1 shall be amended in its entirety to read as follows:

Retention Bonus. Provided Employee remains employed, and is not on garden leave following a notification by Company of termination without Cause pursuant to Sections 7(a)(i) and 7(a)(ii), on 1 January, 2020, Employee shall earn a retention bonus payment of $875,000 U.S. dollars, which shall be paid on Company’s first regularly scheduled payroll date following 1 January, 2020 (the “Second Retention Bonus Payment”). In connection with a Change in Control the event Employee’s employment was terminated by Company for Cause pursuant to Section 7(d) or by Employee without Good Cause pursuant to Section 7(a), and the date of such termination is on or before 30 June, 2019, Employee acknowledges and agrees that he is required to repay, and shall repay to Company within ten (10) days of his date of termination (unless otherwise directed by Company), 100% of the After-Tax Value (as defined below) of the first retention bonus payment (which was in an amount equal to $875,000 U.S. dollars) that he received in January 2018 (the “First Retention Bonus Payment”). In the event Employee’s employment was terminated by Company for Cause pursuant to Section 7(d) or by Employee without Good Cause pursuant to Section 7(a), and the date of such termination is on or after 1 July, 2019 and on or before 30 June, 2020, Employee acknowledges and agrees that he will either not receive the Second Retention Bonus Payment (if the date of termination is on or before 31 December, 2019) or he will be required to repay to Company within ten (10) days of his date of termination, 100% of the After-Tax Value of the Second Retention Bonus Payment. For purposes of clarification, there is no repayment requirement for the First Retention Bonus Payment if Employee remains employed after 30 June, 2019, and there is no repayment requirement for the Second Retention Bonus Payment after 30 June, 2020, whether or not Employee remains employed. For purposes of this Agreement shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive PlanSection 3(d), the “Plan”) during the Term, Employee will be eligible to earn a cash bonus payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholding taxes (the “Retention Bonus”), as follows: (i) 25% After-Tax Value” of the Retention Bonus will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; and (iiretention bonus payment(s) the remaining 75% of the Retention Bonus will be earned on the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of means the applicable portion of the retention bonus payment net of any and all taxes and social security contributions (including but not limited to national insurance contributions) Employee is required to pay in respect thereof and determined taking into account any tax benefit that may be available in respect of such repayment. Company shall determine the After-Tax Value of the retention bonus payment(s) within ten (10) business days following the date of termination (and if not determined within this time frame, the deadline described in the second paragraph of this Section 3(d) for repayment by Employee shall be adjusted accordingly), which determination shall be conclusive and binding. It is the intention that no portion of the After-Tax Value of the retention bonus payment(s) which is repayable by Employee and which is attributable to any tax benefit available to Employee shall be paid until Employee has actually received such tax benefit. In the event Company terminates Employee’s employment without Cause pursuant to Section 7(a) or Employee terminates his employment for Good Cause pursuant to Section 7(e) following a “change of control” that occurs prior to January 1, 2020, as determined by the Board acting in its sole discretion, Employee shall be entitled to receive payment of any unpaid Second Retention BonusBonus Payment.

Retention Bonus. In connection with a Change in Control (which for the purposes of this Agreement shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, the “Plan”) during the Term, Employee will be eligible to earn a cash bonus payment in an aggregate amount equal to one three million five hundred dollars (1,000,0003,500,000), less applicable withholding taxes (the “Retention Bonus”), as follows: (i) 25% of the Retention Bonus will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; and (ii) the remaining 75% of the Retention Bonus will be earned on the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention Bonus.

Retention Bonus. In connection an effort to secure Employee’s continued employment with the Company in a Change in Control (which for full-time capacity, and further subject to the purposes of this Agreement shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Planterms and conditions described herein, the “Plan”Company shall pay Employee $609,557.00, paid in one lump sum within seven (7) during days following the Term, Employee will be eligible to earn a cash bonus payment in an aggregate amount equal to one million dollars (1,000,000)Effective Date, less any and all applicable federal, state, local, foreign or other withholding taxes and all other authorized payroll deductions (the “Retention Bonus”), as follows: (i) 25% . The Company and Employee expressly acknowledge and agree that the sole funding source of the Retention Bonus will shall be earned on the date “Escrowed Funds,” as such term is defined by that certain Escrow Agreement between the definitive agreement Company and Xxxxxxxxx & Lowey, P.C. The Company and Employee further acknowledge and agree that they shall work in connection with good faith and take all necessary and reasonable steps under such Change Escrow Agreement to facilitate the release of such Escrowed Funds for the Retention Bonus due to Employee hereunder. The Retention Bonus shall be in Control is fully executed by all signatories thereto lieu of any Severance Benefits (described in Section 4 of this Agreement) that Employee may be eligible to receive under Section 7 of Employee’s Amended and Restated Offer Letter Agreement dated September 19, 2019 (the “Signing DateOffer Letter”), subject to and Employee is knowingly and expressly waiving and releasing Employee’s continuous and active employment with the Company through right to any such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; and (ii) the remaining 75% of the Severance Benefits. The Retention Bonus will be earned on subject to forfeiture by the closing date of such Change Employee during the time periods described below only if the basis for the termination is for Cause by the Company or for any reason by the Employee that does not constitute Good Reason. Accordingly, in Control the event that Employee’s employment is terminated between the Effective Date and December 31, 2020 (the “Closing DateRetention Bonus Period”) by the Company for Cause or by Employee for any reason other than for Good Reason (as such terms are defined in the Offer Letter), subject then Employee shall be required to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of repay the Retention Bonus, if earned, will be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering Bonus pursuant to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention Bonus.following schedule:

Retention Bonus. In connection with a Change in Control (addition to any payments to which for Employee may be entitled under Sections 4.02, 4.03, 4.04, or 5.01, as applicable, and any bonuses to which Employee is entitled under the purposes of this Agreement MIP or otherwise, Employee shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, the “Plan”) during the Term, Employee will be eligible entitled to earn receive a lump sum cash retention bonus payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholding taxes (the “Retention Bonus”), as follows: of $500,000 if (i) 25% (A)Employee remains in the continuous employment of the Retention Bonus will be earned on Employer from the date hereof to the definitive agreement Acquisition Effective Date or (B) Employee's employment with Employer is terminated prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”Section 5.01(d), subject ) or due to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause 's death or Employee resigns with Good Reason; Disability and (ii) the remaining 75% Transaction is consummated in accordance with the Acquisition Agreement. In the event that an Abandonment Event occurs, if (i) Employee remains in the continuous employment of Employer from the Retention Bonus will be earned on date hereof to the closing date of such Change Abandonment Event or (ii) Employee's employment with Employer is terminated prior to the Abandonment Event by Employer without Cause, by Employee with Good Reason (as defined in Control (the “Closing Date”Section 5.01(d), subject ) or due to Employee’s continuous and active employment with 's death or Disability, Employee shall be entitled to receive a lump sum cash payment of $250,000. Any payment to which Employee is entitled pursuant to this Section 7.04 shall be made to Employee as soon as reasonably practicable, but in no event more than 10 business days, following the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Acquisition Effective Date or the Closing Datedate an Abandonment occurs, as applicablethe case may be; provided that in the case of any termination of Employee's employment prior to the Acquisition Effective Date by Employer without Cause, subject by Employee with Good Reason (as defined in Section 5.01(d)) or due to Employee’s continuous and active employment with 's death or Disability, Employer shall pay Employee $250,000 as soon as reasonably practicable, but in no event more than 10 business days, following the Company through such date (unless Employee’s employment hereunder Termination Date and, in the event the Transaction is terminated without Cause or thereafter consummated, Employer shall pay Employee resigns with Good Reason) and Employee delivering to an additional $250,000 as soon as reasonably practicable, but in no event more than 10 business days, following the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention BonusAcquisition Effective Date.

Retention Bonus. In connection with a Change in Control (which for The parties acknowledge and agree that as of August 8, 2006, Live Nation paid to the purposes of this Agreement shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, the “Plan”) during the Term, Employee will be eligible to earn a cash bonus payment in an aggregate amount equal to one million dollars (1,000,000)£504,500, less applicable withholding taxes withholdings, as a retention bonus (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: (i) 25% if the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion of the Retention Bonus will be earned on within ten (10) business days following termination; or (ii) if the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder Employee is terminated (A) without Cause or (B) due to death or disability or if the Employee resigns terminates with Good Reason; , the Employee shall be deemed to have earned any (otherwise) Unearned Portion of the Retention Bonus. The Employee acknowledges that the Retention Bonus shall be subject to withholding in accordance with the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement and (ii) that it remains in full force and effect, including, without limitation, the remaining 75% continued offsetting of the Retention Bonus will against any future performance bonuses that may be earned on under Section 3(b) above and the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment obligation to repay any Unearned Portion of the Retention BonusBonus under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, if earnedrather than in the prior amendment, will and to the extent not specifically defined herein shall be paid on or within 10-days after Signing Date or the Closing Date, as applicable, subject to Employee’s continuous and active employment interpreted consistently with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release defined terms used in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention Bonusthis Agreement.

Retention Bonus. In connection with a Change in Control (addition to any payments to which for Employee may be entitled under Sections 4.02, 4.03, 4.04, or 5.01, as applicable, and any bonuses to which Employee is entitled under the purposes of this Agreement MIP or otherwise, Employee shall be defined as such term is defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan, the “Plan”) during the Term, Employee will be eligible entitled to earn receive a lump sum cash retention bonus payment in an aggregate amount equal to one of $1 million dollars (1,000,000), less applicable withholding taxes (the “Retention Bonus”), as follows: if (i) 25% (A)Employee remains in the continuous employment of the Retention Bonus will be earned on Employer from the date hereof to the definitive agreement Acquisition Effective Date or (B) Employee's employment with Employer is terminated prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in connection with such Change in Control is fully executed by all signatories thereto (the “Signing Date”Section 5.01(d), subject ) or due to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause 's death or Employee resigns with Good Reason; Disability and (ii) the remaining 75% Transaction is consummated in accordance with the Acquisition Agreement. In the event that an Abandonment Event occurs, if (i) Employee remains in the continuous employment of Employer from the Retention Bonus will be earned on date hereof to the closing date of such Change Abandonment Event or (ii) Employee's employment with Employer is terminated prior to the Abandonment Event by Employer without Cause, by Employee with Good Reason (as defined in Control (the “Closing Date”Section 5.01(d), subject ) or due to Employee’s continuous and active employment with 's death or Disability, Employee shall be entitled to receive a lump sum cash payment of $500,000. Any payment to which Employee is entitled pursuant to this Section 7.04 shall be made to Employee as soon as reasonably practicable, but in no event more than 10 business days, following the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason. Each installment of the Retention Bonus, if earned, will be paid on or within 10-days after Signing Acquisition Effective Date or the Closing Datedate an Abandonment occurs, as applicablethe case may be; provided that in the case of any termination of Employee's employment prior to the Acquisition Effective Date by Employer without Cause, subject by Employee with Good Reason (as defined in Section 5.01(d)) or due to Employee’s continuous and active employment with 's death or Disability, Employer shall pay Employee $500,000 as soon as reasonably practicable, but in no event more than 10 business days, following the Company through such date (unless Employee’s employment hereunder Termination Date and, in the event the Transaction is terminated without Cause or thereafter consummated, Employer shall pay Employee resigns with Good Reason) and Employee delivering to an additional $500,000 as soon as reasonably practicable, but in no event more than 10 business days, following the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company, which release shall become effective upon the payment of the applicable portion of the Retention BonusAcquisition Effective Date.