Common use of Retention Payment Clause in Contracts

Retention Payment. Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

Retention Payment. Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of Provided that Employee remains continuously employed by the Company, Parent or any of their respective subsidiaries Company through the expiration earlier of (i) forty-five (45) days after the 6Change in Control Date, or (ii) September 30, 2024 (the “Retention Period”), the Company shall provide Employee, in a single lump-month period beginning on the day following the Closing Date sum payment, an amount equal to one hundred twenty-five thousand dollars (as defined in the Merger Agreement$125,000) (the “Vesting DateRetention Payment”), you will receive a cash payment equal to (i) less applicable deductions and withholdings, on the aggregate amount described in Section 6.2(a) first normal payroll date that occurs on or after the final day of the Employment month in which the Retention Period ends. For purposes of this Agreement, the date upon which the Change in Control closes shall be referred to as the “Change in Control Date.” When and whether the Company has “closed” a Change in Control shall be determined as if your employment by the release of shares or the cash wires funding the payments for the Change in Control. The Retention Payment will not be earned by Employee until the final day of the Retention Period, subject to Employee remaining employed and complying with Employee’s obligations under this Agreement and the Undertaking during the Retention Period. In the event that the Company terminates Employee’s Employment without Cause or Employee resigns from Employment with the Company was terminated by for Good Reason within twelve (12) months after the Company without Cause as final day of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting DateRetention Period, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate Payment shall be deducted from the amount of these amounts will any Severance Benefits to be paid to you in a lump sum on the third business day following the Release Effective Date (as defined belowEmployee under Section 1(g)(i). You hereby agree thatThe provisions of this Section 1 amend, notwithstanding anything contained supersede, replace and terminate in its or their entirety any and all provisions of the Employment Original Agreement that govern or any other agreement between you and the Company providing for severance pertain to, or separation payments or benefits, you may either receive payment of amounts otherwise set forth in Section 2(a) any terms or in Section 4conditions relating to, but in no event shall you be entitled to receive payment any termination of both amounts; furthermore, you shall not be entitled to Employment or any severance or separation payments other payments, or benefits under the Employment Agreement vesting acceleration or other benefits, to which Employee may be eligible (including under Sections 5 and 6 thereofif at all) upon, after or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and in connection with any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefitstermination.

Retention Payment. Subject In consideration for this Agreement and the mutual covenants and promises contained herein, including the Employee’s agreement to your compliance with Sections 6 be bound by the restrictive covenants set forth in Paragraphs 11 and 7 12 of this letter agreementAgreement, if you remain an active full-time employee the Company shall pay or cause to be paid to the Employee on the first anniversary of the CompanyEffective Time, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) $2,605,649 (the “Vesting DateRetention Payment”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you the Retention Payment shall not receive credit for your be subject to the Employee’s continued employment and service to the Company through the first anniversary of the Effective Time. Within five (5) business days of the Effective Time, the Company shall pay to a grantor (“rabbi”) trust of which the Employee is the sole beneficiary (subject to the claims of the Company’s creditors, as required pursuant to applicable Internal Revenue Service guidance to prevent the imputation of income to the Employee prior to distribution from the trust) the Retention Payment. The parties agree that the amount of the Retention Payment is an estimated amount based on certain reasonable assumptions with Parent respect to the projected cost of various types of insurance coverage and certain other benefits. The parties agree that the amount of the Retention Payment will be adjusted immediately prior to the Effective Time as necessary and mutually agreed to by the parties to take into account changes in the applicable IRS discount rate and any changes in the insurance premiums or the Companycosts of such other benefits prior to the Effective Time. Notwithstanding the foregoing or anything contained herein to the contrary, if the Employee’s employment ceases due to a termination by the Company without Cause, a resignation by the Employee due to an Adverse Change, the Employee’s Disability, or the Employee’s death, the Retention Payment shall be paid in a lump sum within 60 days of the Employee’s termination date, subject to a six-month delay as described in Subparagraph 7.1.6 which may be required under section 409A of the Code. In addition, the parachute tax gross-up provision of Section 6(c) of the Existing Agreement shall apply with respect to any excise tax imposed on the Employee under Code section 4999 as a result of their respective subsidiaries, the Merger; provided that any parachute tax gross-up payment hereunder shall be paid no later than the end of the calendar year next following the calendar year in which the Employee or Company (as applicable) remits the taxes for which the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefitsparachute tax gross-up payment is being made.

Retention Payment. Subject to your compliance with Sections 6 all of the terms and 7 conditions of this letter agreementAgreement, if the Company will pay you a retention payment in the gross amount of US $50,000 (the “Retention Payment”), which will be reduced by applicable taxes, provided you remain an active full-time employee actively employed with the Company from the date hereof until the 30th day after the date of the Stockholder Meeting (the “Retention Period”), have substantially completed the winding up of the Company’s business and operations and have otherwise satisfied the terms of this Agreement. If you are employed through the end of the Retention Period, have substantially completed the winding up of the Company’s business and operations and have otherwise satisfied the terms of this Agreement, the Company will pay you the Retention Payment as soon as reasonably practicable after the end of the Retention Period, subject to the terms and conditions of this Agreement. You will forfeit any right to receive the Retention Payment if any of the following occurs before the end of the Retention Period: (a) you voluntarily cease employment with the Company through resignation, retirement or otherwise; (b) the Company terminates your employment for Cause (whether or not the Cause for termination existed prior to the date of this Agreement) and for purposes of this Agreement, “Cause” shall include, but not be limited to, the following: (i) indictment on or conviction of a felony or other offense that, in the sole opinion of the Company, Parent or any of their respective subsidiaries through is likely to have a material adverse effect upon the expiration Company, the reputation of the 6-month period beginning on the day following the Closing Date Company, or upon your ability to perform your duties; (as defined ii) your theft or embezzlement of Company property or commission of other acts of fraud or dishonesty; (iii) your negligence or misconduct in the Merger Agreementperformance of your duties for the Company; (iv) violation of Company policies; (v) your failure to perform your duties in a satisfactory and competent manner, as determined by the “Vesting Date”), Company in its sole discretion; or (vi) you will receive a cash payment equal to (i) the aggregate amount described engage in Section 6.2(a) any activity in violation of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments in violation of any term of this Agreement; (c) you die; or benefits(d) you are permanently disabled and unable to perform your duties, if so determined by the Company’s long term disability insurer. Whether any of the foregoing events have occurred during the Retention Period will be determined in the complete and sole discretion of the Company. As a further condition of payment of the Retention Payment, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermoreagree that at all times during the Retention Period, you shall not be entitled to any severance or separation payments or benefits under will make the Employment Agreement (including under Sections 5 best use of your energy, knowledge, experience and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained training in advancing the interests of the Company. You will diligently and conscientiously perform your duties and while employed by the Company, Parent you will not engage in any activity or any employment that might conflict with the interests of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.

Retention Payment. Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a7.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (cSection 7.2(b) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 6 and 6 7 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under such policy, including eligibility, vesting or calculation of benefits.