Common use of Merger Cash Payments Clause in Contracts

Merger Cash Payments. Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “Merger Cash Payment Date”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $2,835,129 plus (ii) $900,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “Merger Cash Payments”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement. The Merger Cash Payments shall be paid to the Executive as set forth below: (1) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and (2) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.

Merger Cash Payments. Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “Merger Cash Payment Date”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $2,835,129 5,013,300 plus (ii) $900,000 1,700,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “Merger Cash Payments”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement. The Merger Cash Payments shall be paid to the Executive as set forth below: (1) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and (2) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.

Merger Cash Payments. Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “Merger Cash Payment Date”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $2,835,129 2,224,605 plus (ii) $900,000 645,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “Merger Cash Payments”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement. The Merger Cash Payments shall be paid to the Executive as set forth below: (1) Subject to the Executive’s continued employment with the Company through the first anniversary of the Effective Time, one-third (1/3) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the first anniversary of the date of the Effective Time; and (2) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent one-third (50%1/3) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and (23) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent one-third (50%1/3) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.

Merger Cash Payments. Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “Merger Cash Payment Date”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $2,835,129 3,104,100 plus (ii) $900,000 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “Merger Cash Payments”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement. The Merger Cash Payments shall be paid to the Executive as set forth below: (1) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and (2) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.

Merger Cash Payments. Subject to the Executive’s continued employment with the Company through the dates set forth below (each a “Merger Cash Payment Date”), the Company shall pay the Executive an aggregate cash amount equal to the sum of (i) $2,835,129 2,664,354 plus (ii) $900,000 772,500 multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Company in the fiscal year of the Company in which the Effective Time occurs and the denominator of which shall be 365 (collectively, the “Merger Cash Payments”). The Merger Cash Payments are intended to correspond to the amounts due under the Prior Change of Control Agreement. The Merger Cash Payments shall be paid to the Executive as set forth below: (1) Subject to the Executive’s continued employment with the Company through the second anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the second anniversary of the date of the Effective Time; and (2) Subject to the Executive’s continued employment with the Company through the third anniversary of the Effective Time, fifty percent (50%) of the Merger Cash Payments shall be payable in a lump sum in cash as soon as practicable but not later than ten (10) business days after the third anniversary of the date of the Effective Time. Notwithstanding the foregoing, in the event the Executive’s employment with the Company is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability on or prior to the third anniversary of the date of the Effective Time, subject to the Executive’s execution and delivery of a general release of claims in a customary form (which shall not include any additional restrictive covenants) reasonably satisfactory to the Company (and expiration of any applicable revocation periods), the Executive shall be paid an amount equal to any remaining unpaid Merger Cash Payments no later than 30 days following such termination of employment.