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 12-month period following the Closing, you will receive cash payments equal to the aggregate amount described in the first sentence of the second paragraph of the “Severance Benefits in connection with Change in Control” section of the Employment Agreement (the “Retention Bonus”), which will be paid to you in accordance with the Company’s normal payroll practices for six months following the Release Effective Date (as defined below) in addition to your normal base salary. For the avoidance of doubt, you will be entitled to continue to receive the Retention Bonus payments specified in the immediately preceding sentence in the event your employment is terminated for any reason following the Release Effective Date. You hereby agree that the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits are hereby amended to provide that, if you become entitled to payment of the Retention Bonus, you will not be entitled to the Termination Compensation or any severance payments or benefits under the Employment Agreement (including under the “Severance Benefits in connection with Change in Control” and “Severance Benefits not in connection with Change in Control” sections) or under any such other agreement, and all of your rights under each such agreement will immediately terminate. In no event will you receive the Retention Bonus if your employment is terminated for any reason prior to the expiration of the 12-month period following the Closing.

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 12-month period following the Closing, you will receive cash payments equal to the aggregate amount described in the first sentence of the second paragraph of the “Severance Benefits in connection with Change in Control” subsection of the “Benefits” section of the Employment Agreement (the “Retention Bonus”), which will be paid to you in accordance with the Company’s normal payroll practices for six months following the Release Effective Date (as defined below) in addition to your normal base salary. For the avoidance of doubt, you will be entitled to continue to receive the Retention Bonus payments specified in the immediately preceding sentence in the event your employment is terminated for any reason following the Release Effective Date. You hereby agree that the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits are hereby amended to provide that, if you become entitled to payment of the Retention Bonus, you will not be entitled to the Termination Compensation or any severance payments or benefits under the Employment Agreement (including under the “Severance Benefits in connection with Change in Control” and “Severance Benefits not in connection with Change in Control” sectionssubsections of the “Benefits” section) or under any such other agreement, and all of your rights under each such agreement will immediately terminate. In no event will you receive the Retention Bonus if your employment is terminated for any reason prior to the expiration of the 12-month period following the Closing.