Common use of Non-Compete Payment Clause in Contracts

Non-Compete Payment. In the event of a termination of the Executive's employment pursuant to Section 6 or by the Executive, all payments and Company benefits to the Executive hereunder, except the payments (if any) specified in Section 6(a) above or provided for below, shall immediately cease and terminate. In the event of a termination by the Company of the Executive's employment with the Company for any reason other than pursuant to Section 6(c), the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect through the full stated Term of this Agreement; and additionally, from the end of the Term of this Agreement through the non-compete period stated on Exhibit "A", the Company shall pay the Executive Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") in the amount set forth on Exhibit A ("Non-Compete Payment"). Such Non-Compete Payment, however, shall not be required to be paid by the Company if the Company elects, in its sole discretion, to release the Executive from the Covenant Not-to-Compete set forth in Section 5 hereof. Additionally, if the Company commences paying Executive Non-Compete Payment Installments and subsequently elects in the future, in its sole discretion, to release Executive from the Covenant Not-to-Compete and gives notice to Executive, then, at the effective date of such notice, Executive shall no longer be subject to the Covenant Not-to-Compete, and no further Non-Compete Payment Installments shall be due or payable to Executive. If the Company terminates the Executive's employment pursuant to Section 6(c) or the Executive terminates such employment, the Executive shall not be entitled to the Non-Compete Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the contrary herein contained, the Executive shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an executive of the Company through the termination date.

Non-Compete Payment. In Subject to Sections 10, 13 and 15 and the event other terms and conditions of this Agreement, the Executive will be entitled to receive an amount equal to $647,520 (such amount, the “Non-Compete Payment”) upon termination of employment, provided the consummation of the transactions contemplated by the Merger Agreement has occurred and the Executive remains continuously employed by the Company (except by reason of a No-Fault Termination, as defined below) from the date hereof through the earlier of the thirtieth (30th) day following the FDA Approval or the Pre-FDA Approval Employment Period. The Executive’s right to receive the Non-Compete Payment is subject to the Executive continuing to comply with the provisions of Section 8 of the employment agreement by and between the Executive and the Company dated July 17, 2009, as amended through the date hereof (the “Employment Agreement”), pursuant to which the Executive agrees not to engage in certain activities in competition with the business of the Company and not to solicit any of the Company’s customers or employees for the period of twelve months following the Executive’s termination of employment with the Company. Subject to the consummation of the transactions contemplated by the Merger Agreement, the Non-Compete Payment shall be paid to the Executive in a single lump sum following the termination of the Executive's ’s employment pursuant to Section 6 (i) for any reason after the Pre-FDA Approval Employment Period or by (ii) in a No-Fault Termination, as defined below, during the Executive, all payments and Company benefits Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to the Executive hereunder, except on the payments thirty-first (if any31st) specified in Section 6(a) above or provided for below, shall immediately cease and terminate. In day following the event of a termination by the Company of the Executive's date his employment with the Company for any reason other than pursuant to Section 6(c)terminates, the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect through the full stated Term of this Agreement; and additionally, from the end of the Term of this Agreement through the non-compete period stated on Exhibit "A", the Company shall pay the Executive Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") in the amount set forth on Exhibit A ("Non-Compete Payment"). Such Non-Compete Payment, however, shall not be required to be paid by the Company if the Company elects, in its sole discretion, to release the Executive from the Covenant Not-to-Compete set forth in Section 5 hereof. Additionally, if the Company commences paying Executive Non-Compete Payment Installments and subsequently elects in the future, in its sole discretion, to release Executive from the Covenant Not-to-Compete and gives notice to Executive, then, at the effective date of such notice, Executive shall no longer be subject to the Covenant Not-to-Competeany delay necessary to comply with Section 409A, and no further Non-Compete Payment Installments shall be due or payable to Executive. If the Company terminates the Executive's employment pursuant to as provided under Section 6(c) or the Executive terminates such employment, the Executive shall not be entitled to the Non-Compete Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the contrary herein contained, the Executive shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an executive of the Company through the termination date15.

Non-Compete Payment. In the event of a termination of the Executive's employment pursuant to Section 6 or by the Executive, all payments and Company benefits to the Executive hereunder, except the payments (if any) specified in Section 6(a) above or provided for below, shall immediately cease and terminate. In the event of a termination by the Company of the Executive's employment with the Company for any reason other than pursuant to Section 6(c), the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect through the full stated Term of this Agreement; and additionally, from the end of the Term of this Agreement through the non-non- W. Michael Kipphut compete period stated on Exhibit "A", the Company shall pay the Executive shxxx xxx xxx Xxxcutive Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") in the amount set forth on Exhibit A ("Non-Compete Payment"). Such Non-Compete Payment, however, shall not be required to be paid by the Company if the Company elects, in its sole discretion, to release the Executive from the Covenant Not-to-Compete set forth in Section 5 hereof. Additionally, if the Company commences paying Executive Non-Compete Payment Installments and subsequently elects in the future, in its sole discretion, to release Executive from the Covenant Not-to-Compete and gives notice to Executive, then, at the effective date of such notice, Executive shall no longer be subject to the Covenant Not-to-Compete, and no further Non-Compete Payment Installments Installment shall be due or payable to Executive. If the Company terminates the Executive's employment pursuant to Section 6(c) or the Executive terminates such employment, the Executive shall not be entitled to the Non-Compete Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the contrary herein contained, the Executive shall receive all compensation and other benefits to which he or she was entitled under this Agreement or otherwise as an executive of the Company through the termination date.

Non-Compete Payment. In consideration for Executive entering into this Agreement and agreeing to be bound by the event provisions of a Section 3, the Company agrees to provide Executive with payments in an aggregate amount of $4 million (the “Non-Compete Payment”). The Non-Compete Payment shall be payable as provided in the following sentence upon the later of (a) the Closing and (b) Executive’s termination of employment with the Executive's employment pursuant Company and its affiliates, whether due to Section 6 or by the Executive, all payments and Company benefits to the Executive hereunder, except the payments (if any) specified in Section 6(a) above or provided for below, shall immediately cease and terminate. In the event of a termination by the Company and its affiliates without Cause or due to Executive’s resignation with Good Reason; provided that Executive’s entitlement to payment of the Executive's employment with the Company for any reason other than pursuant to Section 6(c), the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect through the full stated Term of this Agreement; and additionally, from the end of the Term of this Agreement through the non-compete period stated on Exhibit "A", the Company shall pay the Executive Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") will be conditioned on Executive’s execution and delivery to the Company, within sixty days after his termination of employment, of a release as described in the amount set forth on Exhibit A ("Section 2. The Non-Compete Payment")Payment will be paid over a two-year period in equal installments through the Company’s normal payroll processes, less any required deductions and withholdings commencing with the first payroll period that occurs following the later of the Closing and Executive’s termination of employment without Cause or with Good Reason as described in this Section 5 above. Such If at any time prior to payment of the entire Non-Compete Payment, howeverExecutive violates the provisions of Section 3, shall not be required to be paid by dies or becomes Disabled (as defined below), then any unpaid portion of the Company if the Company elects, in its sole discretion, to release the Executive from the Covenant Not-to-Compete set forth in Section 5 hereof. Additionally, if the Company commences paying Executive Non-Compete Payment Installments shall be forfeited. For the avoidance of doubt, the provisions of Section 3 shall apply following any termination of Executive’s employment with the Company and subsequently elects in its affiliates, regardless of whether or not the future, in its sole discretion, to release Executive from the Covenant Not-to-Compete and gives notice to Executive, then, at the effective date of such notice, Executive shall no longer be subject to the Covenant Not-to-Compete, and no further Non-Compete Payment Installments is payable. For purposes of this Agreement, “Disabled” shall mean Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be due expected to result in death or payable can be expected to Executive. If the Company terminates the Executive's employment pursuant to Section 6(c) or the Executive terminates such employment, the Executive shall last for a continuous period of not be entitled to the Non-Compete Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the contrary herein contained, the Executive shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an executive of the Company through the termination dateless than twelve months.