Common use of Non-Compete Payment Clause in Contracts

Non-Compete Payment. Subject to Sections 10, 13 and 15 and the 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 employment (i) for any reason after the Pre-FDA Approval Employment Period or (ii) in a No-Fault Termination, as defined below, during the Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to the Executive on the thirty-first (31st) day following the date his employment with the Company terminates, subject to any delay necessary to comply with Section 409A, as provided under Section 15.

Non-Compete Payment. Subject In the event of a termination of the Executive's employment pursuant to Sections 10Section 6 or by the Executive, 13 all payments and 15 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 terms than pursuant to Section 6(c), the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and conditions 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 will be entitled to receive an Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") in the amount equal to $647,520 set forth on Exhibit A (such amount, the “"Non-Compete Payment”) upon termination of employment"). Such Non-Compete Payment, provided the consummation of the transactions contemplated by the Merger Agreement has occurred and the Executive remains continuously employed however, shall not be required to be paid by the Company (except by reason of a No-Fault Terminationif the Company elects, as defined below) 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 hereof through of such notice, Executive shall no longer be subject to the earlier of Covenant Not-to-Compete, and no further Non-Compete Payment Installments shall be due or payable to Executive. If the thirtieth (30thCompany terminates the Executive's employment pursuant to Section 6(c) day following the FDA Approval or the Pre-FDA Approval Employment Period. The Executive’s right Executive terminates such employment, the Executive shall not be entitled to receive the Non-Compete Payment is subject Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the Executive continuing to comply with the provisions of Section 8 of the employment agreement by and between contrary herein contained, the Executive shall receive all compensation and the Company dated July 17, 2009, as amended through the date hereof (the “Employment Agreement”), pursuant other benefits to which the Executive agrees not to engage in certain activities in competition with the business he was entitled under this Agreement or otherwise as an executive 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 through the termination of the Executive’s employment (i) for any reason after the Pre-FDA Approval Employment Period or (ii) in a No-Fault Termination, as defined below, during the Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to the Executive on the thirty-first (31st) day following the date his employment with the Company terminates, subject to any delay necessary to comply with Section 409A, as provided under Section 15date.

Non-Compete Payment. Subject In consideration for Executive entering into this Agreement and agreeing to Sections 10, 13 and 15 and be bound by the other terms and conditions provisions of this AgreementSection 3, the Company agrees to provide Executive will be entitled to receive with payments in an aggregate amount equal to of $647,520 4 million (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 employment (i) for any reason after the Pre-FDA Approval Employment Period or (ii) in a No-Fault Termination, as defined below, during the Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to payable as provided in the Executive on following sentence upon the thirty-first later of (31sta) day following the date his Closing and (b) Executive’s termination of employment with the Company terminatesand its affiliates, subject whether due to 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 Non-Compete Payment 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 Section 2. The Non-Compete Payment will be paid over a two-year period in equal installments through the Company’s normal payroll processes, less any delay necessary 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. If at any time prior to comply payment of the entire Non-Compete Payment, Executive violates the provisions of Section 3, dies or becomes Disabled (as defined below), then any unpaid portion of the Non-Compete Payment shall be forfeited. For the avoidance of doubt, the provisions of Section 3 shall apply following any termination of Executive’s employment with Section 409Athe Company and its affiliates, as provided under Section 15regardless of whether or not the Non-Compete Payment 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 expected to result in death or can be expected to last for a continuous period of not less than twelve months.

Non-Compete Payment. Subject In the event of a termination of the Executive's employment pursuant to Sections 10Section 6 or by the Executive, 13 all payments and 15 Company benefits to the Executive hereunder, except the payments (if any) specified in Section 6(a) above or provided below, shall immediately cease and terminate. In the event of termination by the Company of the Executive's employment with the Company for any reason other terms than pursuant to Section 6(c), the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and conditions effect through the full stated Term of this Agreement; and additionally, from the end of the Term of this Agreement through the non- W. Michael Kipphut compete period stated on Exhibit "A", the Executive will be entitled to receive an Company shxxx xxx xxx Xxxcutive Not-to-Compete pay in equal biweekly installments ("Non-Compete Payment Installments") in the amount equal to $647,520 set forth on Exhibit A (such amount, the “"Non-Compete Payment”) upon termination of employment"). Such Non-Compete Payment, provided the consummation of the transactions contemplated by the Merger Agreement has occurred and the Executive remains continuously employed however, shall not be required to be paid by the Company (except by reason of a No-Fault Terminationif the Company elects, as defined below) 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 hereof through of such notice, Executive shall no longer be subject to the earlier of Covenant Not-to-Compete, and no further Non-Compete Payment Installment shall be due or payable to Executive. If the thirtieth (30thCompany terminates the Executive's employment pursuant to Section 6(c) day following the FDA Approval or the Pre-FDA Approval Employment Period. The Executive’s right Executive terminates such employment, the Executive shall not be entitled to receive the Non-Compete Payment is subject Payment, and the Covenant Not-to-Compete set forth in Section 5 hereof shall remain in full force and effect. Notwithstanding anything to the Executive continuing to comply with the provisions of Section 8 of the employment agreement by and between contrary herein contained, the Executive shall receive all compensation and the Company dated July 17, 2009, as amended through the date hereof (the “Employment Agreement”), pursuant other benefits to which the Executive agrees not to engage in certain activities in competition with the business he or she was entitled under this Agreement or otherwise as an executive 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 through the termination of the Executive’s employment (i) for any reason after the Pre-FDA Approval Employment Period or (ii) in a No-Fault Termination, as defined below, during the Pre-FDA Approval Employment Period. The Non-Compete Payment shall be paid to the Executive on the thirty-first (31st) day following the date his employment with the Company terminates, subject to any delay necessary to comply with Section 409A, as provided under Section 15date.