Common use of Continuing Employment Requirement Clause in Contracts

Continuing Employment Requirement. In order for Executive to receive any Retention Pay under this Agreement as a result of the closing of a Major Transaction, Executive must not have incurred a Separation of Service prior to the Closing Date of the Major Transaction; provided, however, if Executive’s Separation from Service constitutes a Qualifying Separation, Executive shall be entitled to the Retention Pay so long as the Closing Date of the Major Transaction occurs within 180 days following Executive’s Separation from Severance. The Company acknowledges and agrees that as of the date hereof, to the knowledge of any current member of the Board of Directors of the Company, no Executive has committed any act, or omitted to perform any act, that would constitute a breach of his duties and responsibilities so as to allow the Company to terminate Executive’s employment from the Company for Cause.