Termination Payments In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.
Termination Payment The final payment delivered to the Certificateholders on the Termination Date pursuant to the procedures set forth in Section 9.01(b).
Treatment of Each Installment as a Separate Payment For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
Installment Payments Notwithstanding Section 3.01, the Executive may elect by written notice to receive any payments due to him hereunder by way of periodic or installment payments.
Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” as used in Section 8(d) of this Confirmation and “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.
Retention Payment 6.4.1 There are two situations in which an employee may be eligible to receive a retention payment. These are total facility closures and relocation of work units.
Earn-Out Payment (a) The Parties intend for Seller and Buyer to operate and manage the Business after the Closing Date pursuant to the Operating Plan in substantially the form attached hereto as Exhibit J. In the event of any conflict between the Operating Plan and this Agreement, the terms of this Agreement shall control. Subject to the terms of this Section 2.6, Seller will be entitled to receive, as an earn out payment, an amount not to exceed Four Million Dollars ($4,000,000) in ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. cash (the “Earn Out Cash”) and 76,300 shares of in InPhonic Common Stock having a value of Two Million Dollars ($2,000,000) as of the Effective Date, (which number of shares was obtained by dividing (a) $2,000,000 by (b) the average closing market price for InPhonic’s Common Stock on the NASDAQ Stock Market (excluding after-hours trading) for the ten (10) day trading period preceding the Effective Date (the “Earn Out Stock”), (together, the Earn Out Cash and Earn Out Stock, the “Earn Out Payment”). In accordance with Section 2.6(b), the Earn Out Payment will be received by Seller in four quarterly installments over the course of the twelve month period beginning on the Effective Date and ending on December 31, 2005 (the “Measuring Period”) based upon the number of Activations (as defined herein below) achieved by Seller during the Measuring Period, provided that upon Seller earning the Earn Out Payment or any portion thereof, the portion of the Earn Out Payment shall be deemed “Held In Trust” for the Benefit of A1 Wireless USA, Inc.” while in the custody of the Escrow Agent, provided that there are not any indemnity claims by Buyer or the earned portion of the Earn Out Payment exceed the Indemnification Cap. For purposes of determining whether Seller is entitled to any Earn Out Payment during any Quarterly Measuring Period, on or before the tenth day following the end of each Quarterly Measuring Period, Buyer shall cause to be prepared and delivered to Seller a quarterly statement setting forth the actual number of Activations achieved (i) during the respective Quarterly Measuring Period and (ii) for each month of the Quarterly Measuring Period (each, a “Quarterly Activation Statement”). Each Quarterly Activation Statement will also set forth the amount, if any, of the Earn Out Payment due to Seller for such Quarterly Measuring Period, and the basis for Buyer’s calculation. If, within ten (10) days following receipt of any Quarterly Activation Statement, Seller has not given Buyer written notice of its objection to such Quarterly Activation Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection”), then such Quarterly Activation Statement shall be deemed accepted by Seller and will be used to determine whether Seller is entitled to any Earn Out Payment for that Quarterly Measuring Period. If Seller provides the Notice of Objection to Buyer, Seller and Buyer will have fifteen (15) days to resolve the dispute in good faith among themselves. If Seller and Buyer have not resolved their dispute within such fifteen (15) day period, then Seller and Buyer shall resolve their dispute in accordance with the Arbitration Procedures set forth in Section 2.6(f) below. During the 15-day period Seller shall have the right, and Buyer shall give access during this period, to inspect Buyer’s books and records used in connection with Buyer’s determination of the amounts due to Seller set forth in the Quarterly Activiation Statement.
Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: _ Dollars ($ _) ☐ - Last Month’s Rent of: ___ _ Dollars ($ _) ☐ - Security Deposit of: _ _ Dollars ($ _)