Common use of Retention Benefits Clause in Contracts

Retention Benefits. If, subsequent to the Effective Date, you are terminated by CommerceHub without Just Cause (as defined below), or you remain continuously employed with CommerceHub through the end of the Transition Period, then subject to (i) any additional conditions set forth in the subsections below and (ii) the Second Release Condition and the Interim Release Condition set forth in the following sentences having been timely satisfied by the applicable payment date specified below, you will, in addition to your salary through the Date of Termination, receive the amounts specified in Sections 2(a) through 2(e) below at the times specified therein (the “Retention Benefits”), less all applicable payroll deductions and withholding. You will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub a General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (“Second Release”) within 21 days following the Date of Termination and you do not thereafter revoke the Second Release during the Second Revocation Period specified in Section 14(b) and in the Second Release (the “Second Release Condition”). Additionally, in the event that you are employed beyond the end of the Transition Period, you will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub an interim General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (as modified by the Company to reflect that such release is not being delivered in connection with a termination of employment, the “Interim Release”) and you do not thereafter revoke the Interim Release during the Interim Revocation Period specified in Section 14(c) and in the Interim Release (the “Interim Release Condition”). For greater clarity the Second Release and Interim Release both refer to the same form of General Release of Claims and Covenant Not to Xxx attached as Exhibit 1, but differ in the timing of when they are required to be delivered. If your employment with CommerceHub terminates prior to or concurrent with the end of the Transition Period, the Interim Release Condition will not apply. a. Initial Retention Payment. You will receive a payment in the amount of $270,400, which amount reflects one year’s base salary in a lump sum, which amount will be paid no later than the 35th day following the earlier of your Date of Termination by CommerceHub without Just Cause or the end of the Transition Period if you continue to be employed on such date (or if that day is not a business day, on the next succeeding business day).

Retention Benefits. Ifa. If Executive remains employed through December 31, subsequent 2013 and remains in continued compliance with the terms of this Agreement, the Company shall, subject to the Effective DateParagraph 3.d below, you are terminated by CommerceHub without Just Cause pay to Executive a retention bonus equal $200,000 (as defined belowless applicable withholdings and deductions), or you remain continuously employed with CommerceHub through the end of the Transition Period, then subject to (i) any additional conditions set forth payable in the subsections a lump sum as provided in Paragraph 3.d. below and (ii) the Second Release Condition and the Interim Release Condition set forth in the following sentences having been timely satisfied by the applicable payment date specified below, you will, in addition to your salary through the Date of Termination, receive the amounts specified in Sections 2(a) through 2(e) below at the times specified therein (the “Retention BenefitsBonus”). Notwithstanding the foregoing, less all applicable payroll deductions in the event the Company has, in accordance with Paragraph 1.a, provided for an earlier Separation Date (and withholdingExecutive has not committed an act constituting Cause prior to such date), the Company shall, subject to Paragraph 3.d below, pay Executive the Retention Bonus, payable in a lump sum as provided in Paragraph 3.d below. b. In addition, if the Company has, in accordance with Paragraph 1.a, provided for an earlier Separation Date (and Executive has not committed an act constituting Cause prior to such date), Executive shall, subject to Paragraph 3.d. You will not below, be entitled to an amount equal to the amount of Base Salary that would have been paid to him by the Company from the Separation Date through December 31, 2013 if Executive had remained employed by the Company, less applicable withholdings and deductions, (the “Severance Payment”) payable as provided in Paragraph 3.d. below. The Retention Bonus and Severance Payment described in Paragraph 3.a and 3.b respectively, shall collectively be referred to herein as the “Retention Benefits.” If the Company elects to provide for an earlier Separation Date (and Executive has not committed an act constituting Cause prior to such date), the Company will either continue Executive on the payroll for purposes of continuing his group benefits, or, pay the cost of his COBRA coverage for such benefits through December 31, 2013. c. The Retention Benefits do not constitute earnings or wages for purposes of any Company benefit plan. Executive will receive any an IRS Form W-2 with respect to the Retention Benefits. Executive acknowledges that he would not have received the Retention Benefits, payments and benefits to which the Executive is not otherwise entitled, if he did not enter into this Agreement and the Executive General Release. d. Payment of the Retention Benefits unless you have shall be made on January 10, 2014, provided that prior to such date Executive delivers to the Company an executed and delivered to CommerceHub a General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (“Second Release”) within 21 days following the Date of Termination and you do not thereafter revoke the Second Release during the Second Revocation Period specified in Section 14(b) and in the Second Release A (the “Second Release Condition”). Additionally, in the event that you are employed beyond the end of the Transition Period, you will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub an interim Executive General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (as modified by the Company to reflect that such release is not being delivered in connection with a termination of employment, the “Interim Release”) and you do not thereafter revoke this Agreement and the Interim Release during the Interim Revocation Period specified in Section 14(c) and in the Interim Release (the “Interim Release Condition”). For greater clarity the Second Release and Interim Release both refer to the same form of Executive General Release of Claims have become effective and Covenant Not to Xxx attached as Exhibit 1, but differ irrevocable in the timing of when they are required to be delivered. If your employment accordance with CommerceHub terminates prior to or concurrent with the end of the Transition Period, the Interim Release Condition will not applytheir respective terms. a. Initial Retention Payment. You will receive a payment in the amount of $270,400, which amount reflects one year’s base salary in a lump sum, which amount will be paid no later than the 35th day following the earlier of your Date of Termination by CommerceHub without Just Cause or the end of the Transition Period if you continue to be employed on such date (or if that day is not a business day, on the next succeeding business day).

Retention Benefits. If, subsequent to the Effective Date, you are terminated by CommerceHub without Just Cause (as defined below), or you remain continuously employed with CommerceHub through the end of the Transition Period, then subject to (i) any additional conditions set forth in the subsections below and (ii) the Second Release Condition and the Interim Release Condition set forth in the following sentences having been timely satisfied by the applicable payment date specified below, you will, in addition to your salary through the Date of Termination, receive the amounts specified in Sections 2(a) through 2(e) below at the times specified therein (the “Retention Benefits”), less all applicable payroll deductions and withholding. You will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub a General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (“Second Release”) within 21 days following the Date of Termination and you do not thereafter revoke the Second Release during the Second Revocation Period specified in Section 14(b) and in the Second Release (the “Second Release Condition”). Additionally, in the event that you are employed beyond the end of the Transition Period, you will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub an interim General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (as modified by the Company to reflect that such release is not being delivered in connection with a termination of employment, the “Interim Release”) and you do not thereafter revoke the Interim Release during the Interim Revocation Period specified in Section 14(c) and in the Interim Release (the “Interim Release Condition”). For greater clarity the Second Release and Interim Release both refer to the same form of General Release of Claims and Covenant Not to Xxx attached as Exhibit 1, but differ in the timing of when they are required to be delivered. If your employment with CommerceHub terminates prior to or concurrent with the end of the Transition Period, the Interim Release Condition will not apply. a. Initial Retention Payment. You will receive a payment in the amount of $270,400, which amount reflects one year’s base salary in a lump sum, which amount will be paid no later than the 35th day following the earlier of your Date of Termination by CommerceHub without Just Cause or the end of the Transition Period if you continue to be employed on such date (or if that day is not a business day, on the next succeeding business day).

Retention Benefits. IfIf Executive remains actively employed with the Company through the entire Retention Period, subsequent and Executive’s employment terminates for any reason during the period on or after January 7, 2006 through March 15, 2006, then the Company shall provide to Executive the following pay and benefits: (a) the Company shall continue to pay to Executive, in accordance with the Company’s regular payroll schedule, Executive’s Base Salary for twelve months following the Termination Date, provided, however, that notwithstanding the Company’s payroll schedule, all payments to Executive shall be made no later than March 15, 2007; (b) the Company shall pay to Executive the full amount of Executive’s award (up to a maximum payout of 200% of target), if any, under the Company’s Short-Term Incentive Plan (“STIP”) for the 2005 plan year, if such award has not yet been paid, and which payment shall be made in a lump sum no later than March 15, 2006; (c) the Company shall pay to Executive the full amount of the award that would have been payable to Executive under the STIP for the 2006 plan year had all performance targets been met and Executive remained employed by the Company for the duration of such plan year, with a target payout of 45% of Executive’s base salary as of the Termination Date, which payment shall be made in a lump sum at the same time as STIP awards for the 2006 plan year are paid to other participants, but in any event no later March 15, 2007; (d) for a period from the Termination Date through the first anniversary of the Termination Date, and except to the Effective extent essentially equivalent and no less favorable benefits are provided to Executive by a subsequent employer, the Company shall pay to Executive or on Executive’s behalf a portion of the premiums required for Executive to maintain continuation coverage under the Company’s medical, dental and life insurance plans in which Executive was a participant immediately prior to the Termination Date (such portion equal to the amount of each premium the Company would pay if Executive were still employed by the Company), and shall provide to Executive disability benefits comparable to such disability benefits under any plan or program of the Company in which Executive was a participant immediately prior to the Termination Date; (e) the Company shall pay to Executive all amounts due for reimbursement of business expenses incurred by Executive prior to the Termination Date, you are terminated by CommerceHub without Just Cause (as defined below), or you remain continuously employed in accordance with CommerceHub through the end regular policies and practices of the Transition Period, then subject to Company; and (if) any additional conditions set forth in the subsections below and (ii) the Second Release Condition and the Interim Release Condition set forth in the following sentences having been timely satisfied by the applicable payment date specified below, you will, in addition to your salary through the Date of Termination, receive the amounts specified in Sections 2(a) through 2(e) below at the times specified therein (the “Retention Benefits”), less all applicable payroll deductions and withholding. You will not Executive shall be entitled to receive such retirement, long-term incentive and other benefits under any benefit plan in which he is then participating, in accordance with the terms and conditions of the Retention Benefits unless you have executed and delivered to CommerceHub a General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (“Second Release”) within 21 days following the Date of Termination and you do not thereafter revoke the Second Release during the Second Revocation Period specified in Section 14(b) and in the Second Release (the “Second Release Condition”). Additionally, in the event that you are employed beyond the end of the Transition Period, you will not be entitled to receive any of the Retention Benefits unless you have executed and delivered to CommerceHub an interim General Release of Claims and Covenant Not to Xxx in the form attached to this Agreement as Exhibit 1 (as modified by the Company to reflect that such release is not being delivered in connection with a termination of employment, the “Interim Release”) and you do not thereafter revoke the Interim Release during the Interim Revocation Period specified in Section 14(c) and in the Interim Release (the “Interim Release Condition”). For greater clarity the Second Release and Interim Release both refer to the same form of General Release of Claims and Covenant Not to Xxx attached as Exhibit 1, but differ in the timing of when they are required to be delivered. If your employment with CommerceHub terminates prior to or concurrent with the end of the Transition Period, the Interim Release Condition will not applyapplicable plans. a. Initial Retention Payment. You will receive a payment in the amount of $270,400, which amount reflects one year’s base salary in a lump sum, which amount will be paid no later than the 35th day following the earlier of your Date of Termination by CommerceHub without Just Cause or the end of the Transition Period if you continue to be employed on such date (or if that day is not a business day, on the next succeeding business day).