Common use of Retention Release Clause in Contracts

Retention Release. After the occurrence of the conditions described in paragraph 4 above, the Retention Payment will be paid to you in a lump sum no later than 60 days after December 31, 2014 (or upon such earlier date as may be determined by agreement between the Board and the Chief Executive Officer, in their sole discretion) and within 5 days after the release described below becomes effective and is no longer subject to revocation (the “Retention Payment Date”), provided that, to the extent the Retention Payment is subject to Code Section 409A, if the date of execution of the release could result in the Retention Payment Date occurring in either the calendar year in which your termination date occurs or the following calendar year, the Retention Payment Date shall be on the first payroll date occurring in such following calendar year. The Retention Payment shall not be payable unless and until you execute and deliver a full and final release of claims against ▇▇ ▇▇▇▇▇▇, its affiliates, subsidiaries, officers and directors, in accordance with ▇▇ ▇▇▇▇▇▇’ standard practice for severance payments in a form attached hereto as Exhibit A, that is no longer subject to revocation in accordance with applicable law on the Retention Payment Date; and provided, further, that such release will not require you to waive any rights related to vested stock options, Transaction Management Incentive Plan Payments or other vested equity grants issued by ▇▇ ▇▇▇▇▇▇ or its affiliates.