Common use of Retention Benefits Clause in Contracts

Retention Benefits. If the Executive is employed by the Employer or VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment Period, he would earn a Total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment Period. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.

Retention Benefits. If the Executive is employed by the Employer or VGI or one of VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, Control (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit for each 90 day period shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment PeriodPeriod constituted by two 90 day periods, he would earn a Total total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) day following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Periodsecond 90 day period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Periodsuch second 90 day period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period period, for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment PeriodPeriod had he remained employed through the end of the Retention Benefit Payment Period constituted by two 90 day periods. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.'s

Retention Benefits. If the Executive is employed by the Employer or VGI or one of VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, Control (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit for each 90-day period shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment PeriodPeriod constituted by two 90-day periods, he would earn a Total total Retention Benefit equal to two hundred percent (200%) of his 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) day following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, second 90-day period; provided, that the Executive is was so employed as of the final day of the Retention Benefit Payment Periodsuch second 90-day period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 90-day period period, for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment PeriodPeriod had he remained employed through the end of the Retention Benefit Payment Period constituted by two 90-day periods. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.

Retention Benefits. If the Executive is employed by the Employer or VGI's other Subsidiaries following a Change of Control, the Executive shall be entitled to accrue a cash benefit (the "Retention Benefit") provided the Executive remains employed for one (1) or two (2) 90-day periods immediately following the Change of Control, (the "Retention Benefit Payment Period"). The accrued quarterly Retention Benefit shall be an amount equal to the Executive's 2001 Compensation, so that if the Executive remains employed for the entire Retention Benefit Payment Period, he would earn a Total Retention Benefit equal to two hundred percent (200%) of his her 2001 Compensation. The Retention Benefit shall be paid to the Executive in two (2) installments as so earned: The first installment shall be paid ninety (90) days following the date that a Change of Control is deemed to be effective, provided that the Executive is so employed by the Employer, VGI or a Subsidiary on the ninetieth (90th) following a Change of Control, and, if applicable, a second and final installment shall be paid at the end of the Retention Benefit Payment Period, provided, that the Executive is so employed as of the final day of the Retention Benefit Payment Period. If the Executive's employment with the Employer and VGI and Subsidiaries is terminated following a Change of Control, but prior to the end of the second 90 day period for any reason (including death or disability) other than a termination for Cause by the Employer or a Voluntary Termination, the Employer shall pay the Executive the full amount of the Retention Benefit that the Executive would have been entitled to receive from the effective date of the Change of Control through the end of the Retention Benefit Payment Period. The Employer shall pay such amount to the Executive within five (5) business days following the termination of the Executive's employment. The payment of the Retention Benefit shall be in addition to the payment of all salary and any other amounts otherwise payable to the Executive under this Agreement or any option agreement or other agreements with the Employer or VGI or otherwise in connection with his her employment by the Employer, VGI or one of its Subsidiaries whether pursuant to employee benefit plans or policies of the Employer, VGI or one of its Subsidiaries, or any severance or other benefit available to the Executive under applicable law.