Common use of Bonus Amount and Conditions Clause in Contracts

Bonus Amount and Conditions. Subject to Sections 1.2, 3, 4 and 5.1, the Company shall pay to the Executive the Retention Bonus (as defined in Section 2.8) to the Executive if: (a) the Executive exercises all reasonable efforts to support the applicable Change in Control or Going Private Transaction and to cooperate with the Company to consummate the Change in Control (including, if so requested by the Company, providing assistance to the prospective buyer in obtaining financing for the Change in Control) or Going Private Transaction; (b) promptly, upon request of the Company, executes and delivers a release of certain claims against the Company and any of its Affiliates (as defined in Section 2.1) in a form approved by the Company; and (c) either: (i) the Executive has remained continuously employed by the Company through the earlier of: (A) the date of a Change in Control; (B) the date of a Going Private Transaction; or (C) the second year anniversary of the Effective Date; or (ii) the Executive’s employment by the Company is terminated by the Company without Cause (as defined in Section 2.3) other than in connection with Executive’s death or Disability (as defined in Section 2.5) at anytime after the one hundred and eighty (180) day period immediately following the Effective Date.