Closing Payments At the Closing, Parent shall pay or cause to be paid the following amounts by wire transfers of immediately available funds:
Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.
Retention Payments Executive shall be eligible to earn each Retention Payment listed below, by: (a) being employed on the date listed next to the Retention Payment; (b) not being in a PIP Period (“PIP Period” is defined in Paragraph 4(a) below) on the date listed next to the Retention Payment; and (c) if Executive has resigned or been given notice of termination without Cause (“Cause” is defined in Paragraph 4(b) below) but remains employed during a notice period, assisting in an Orderly Transition of Duties (“Orderly Transition of Duties” is defined in Paragraph 4(c) below). Notwithstanding condition (b), Executive shall be eligible to earn any Retention Payments not earned because Executive was in a PIP Period (“Suspended Payments”) by remaining employed by InterMune, Inc. through the expiration of the PIP Period, at which time any Suspended Payments will be paid to the Executive. Retention Payments are in addition to Executive’s regular compensation package and are not to be considered “bonus” compensation. Date Retention Payment May Be Earned Amount May 31, 2007 $ 50,000 July 30, 2007 $ 50,000 October 30, 2007 $ 75,000 February 28, 2008 $ 75,000 June 30, 2008 $ 85,000 September 30, 2008 $ 100,000 January 1, 2009 $ 100,000 April 1, 2009 $ 40,000
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.
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 Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.
Separation Payments Following Executive’s separation from service with Company on or after his Vesting Date (as defined in Section 7), Company shall pay to Executive the sum of THIRTY-FOUR THOUSAND TWO HUNDRED SEVEN and 04/100 Dollars ($34,207.04) per month, beginning six months and one week after Executive’s date of separation for a period of ten (10) years, or until Executive’s death, whichever first occurs (the “Separation Payments”). Such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law. If Executive should die during the ten-year period during which payments are being made under this Paragraph 3, then those payments shall terminate and future payments, if any, shall be made to Executive’s designated beneficiary(ies) or Executive’s estate in accordance with the provisions of Paragraph 4 of this Agreement.
Withholding Tax Payments and Obligations If withholding taxes are paid or required to be paid in respect of payments made to or by the Company, such payments or obligations shall be treated as follows:
Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Reimbursements and In-Kind Benefits Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
