Common use of Retention Account Clause in Contracts

Retention Account. (a) Upon a Change in Control, the Retention Amount shall be deposited into a separate account under the exclusive control of the Administrator (the “Retention Account”). (b) Any cash to be deposited into the Retention Account may be held in an interest-bearing bank account, invested by the Administrator in short-term U.S. government securities or other short-term investments to be determined by the Administrator in its sole discretion. Any income derived from such deposits or investments shall be deposited in the Retention Account and shall be distributed in accordance with these Retention Account Procedures. (c) If (i) the Employee is continuously employed by any of the Avatar Entities through the Retention Period until the Retention Date, then within thirty (30) days following the Retention Date, the Administrator shall distribute in a lump sum payment the Retention Amount to the Employee, or (ii) the Employee’s employment is terminated for any reason prior to the Retention Date, subject to paragraph (d) below, Avatar (or its successor) and the Employee shall notify the Administrator, in a writing signed by the Employee and Chairman of the Board of Avatar (or its successor) (the “Joint Notice”), of the agreement between Avatar and the Employee directing the Administrator to disburse the Retention Amount pursuant to the Applicable Agreements. (d) The Administrator shall have no right to make an independent determination as to the circumstances in which the Employee’s employment was terminated or as to its duty to disburse monies or other property from the Retention Account. If, at any time, there shall exist any dispute between Avatar (or its successor) and the Employee as to the employment status of the Employee, the circumstances in which such employment was terminated or the holding or disposition of monies and/or property from the Retention Account, the Administrator may (i) refrain from disbursing any monies and/or property from the Retention Account until (x) the rights of Avatar (and any successor) and the Employee (or Employee’s heirs, executors or administrators) with respect to such monies and/or property shall have been fully and finally adjudicated by a non-appealable final order, decree or judgment of a court of competent jurisdiction or (y) all such disputes shall have been resolved and the Administrator shall have received a Joint Notice to that effect or (ii) deposit the monies and/or property held in the Retention Account in the registry of a court of competent jurisdiction pending full and final adjudication pursuant to the rules of procedure governing practice in such court.

Retention Account. (a) Upon a Change in Control, the Retention Amount shall be deposited into a separate account under the exclusive control of the Administrator (the “"Retention Account”"). (b) Any cash to be deposited into the Retention Account may be held in an interest-bearing bank account, invested by the Administrator in short-term U.S. government securities or other short-term investments to be determined by the Administrator in its sole discretion. Any income derived from such deposits or investments shall be deposited in the Retention Account and shall be distributed in accordance with these Retention Account Procedures. (c) If (i) the Employee is continuously employed by any of the Avatar Entities through the Retention Period until the Retention Date, then within thirty (30) days on or promptly following the Retention Date, the Administrator shall distribute in a lump sum payment the Retention Amount to the Employee, or (ii) the Employee’s 's employment is terminated for any reason prior to the Retention Date, subject to paragraph (d) below, Avatar (or its successor) and the Employee shall notify the Administrator, in a writing signed by the Employee and Chairman of the Board of Avatar (or its successor) (the “"Joint Notice”"), of the agreement between Avatar and the Employee directing the Administrator to disburse the Retention Amount pursuant to the Applicable Agreements. (d) The Administrator shall have no right to make an independent determination as to the circumstances in which the Employee’s 's employment was terminated or as to its duty to disburse monies or other property from the Retention Account. If, at any time, there shall exist any dispute between Avatar (or its successor) and the Employee as to the employment status of the Employee, the circumstances in which such employment was terminated or the holding or disposition of monies and/or property from the Retention Account, the Administrator may (i) refrain from disbursing any monies and/or property from the Retention Account until (x) the rights of Avatar (and any successor) and the Employee (or Employee’s 's heirs, executors or administrators) with respect to such monies and/or property shall have been fully and finally adjudicated by a non-appealable final order, decree or judgment of a court of competent jurisdiction or (y) all such disputes shall have been resolved and the Administrator shall have received a Joint Notice to that effect or (ii) deposit the monies and/or property held in the Retention Account in the registry of a court of competent jurisdiction pending full and final adjudication pursuant to the rules of procedure governing practice in such court.