Common use of Retention Bonus Clause in Contracts

Retention Bonus. The parties acknowledge and agree that as of August 8, 2006, Live Nation paid to the Employee £504,500, less applicable withholdings, as a retention bonus (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: (i) if the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion of the Retention Bonus within ten (10) business days following termination; or (ii) if the Employee is terminated (A) without Cause or (B) due to death or disability or if the Employee terminates with Good Reason, the Employee shall be deemed to have earned any (otherwise) Unearned Portion of the Retention Bonus. The Employee acknowledges that the Retention Bonus shall be subject to withholding in accordance with the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement and that it remains in full force and effect, including, without limitation, the continued offsetting of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than in the prior amendment, and to the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this Agreement.

Retention Bonus. The parties acknowledge and agree that In connection with a Change in Control (which for the purposes of this Agreement shall be defined as of August 8such term is defined in the Kadmon Holdings, 2006Inc. 2016 Equity Incentive Plan, Live Nation paid the “Plan”) during the Term, Employee will be eligible to the Employee £504,500earn a cash bonus payment in an aggregate amount equal to one million dollars (1,000,000), less applicable withholdings, as a retention bonus withholding taxes (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: (i) if the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion 25% of the Retention Bonus within ten will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (10) business days following terminationthe “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; or and (ii) if the Employee remaining 75% of the Retention Bonus will be earned on the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated (A) without Cause or (B) due to death or disability or if the Employee terminates resigns with Good Reason, the Employee shall be deemed to have earned any (otherwise) Unearned Portion . Each installment of the Retention Bonus. The Employee acknowledges that , if earned, will be paid on or within 10-days after Signing Date or the Retention Bonus shall be Closing Date, as applicable, subject to withholding in accordance Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement and that it remains in full force and effect, including, without limitation, which release shall become effective upon the continued offsetting payment of the applicable portion of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than in the prior amendment, and to the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this AgreementBonus.

Retention Bonus. The parties acknowledge In the event of a Change of Control (as defined in Section 4.6 of the Agreement) and agree that as of August 8, 2006, Live Nation paid to if the Employee £504,500is employed by the Company on the date of the Change of Control, less applicable withholdings, as the Company shall pay the Employee a retention bonus lump-sum payment (the “Retention Bonus”) and, pursuant equal to the related amendment to sum of (x) the Employee’s thenthen current annual Base Salary plus (y) one-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(eshundred and fifty percent (150%) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s then current Base Salary; provided that the Employee shall not have terminated his employment is without Good Reason or been terminated before by the Target Date, any remaining Unearned Portion Company for Cause prior to the first anniversary of the Change of Control. The Retention Bonus shall be treated as follows: (i) if the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion of the Retention Bonus paid within ten (10) business days following terminationof the earliest of (i) the date the Employee terminates employment for Good Reason or the Company terminates the Employee’s employment without Cause or due to death or Disability; or (ii) if the Employee is terminated earliest of (Ax) without Cause the first anniversary of the Change of Control, or (By) due to death or disability or if the Employee terminates with Good ReasonMarch 31, the 2010. Solely for purposes of this Section 4.6, Employee shall be deemed to have earned been employed by the Company on the date of a Change of Control if such date occurs within sixty (60) days after Employee is terminated by the Company without Cause.” The following three paragraphs shall be added to Section 4.8 to read as follows: “The Company shall pay or reimburse the Employee (on a fully grossed-up tax neutral basis) for the Employee’s reasonable attorneys’ fees and costs incurred in connection with advice pertaining to and negotiating this Amendment upon presentation to the Company of bills or invoices for such services and such other supporting information as the Company may reasonably require. Such payment or reimbursement and the corresponding gross-up payment shall be made no later than fifteen (15) business day following the receipt by the Company of all such bills or invoices and supporting information. Such bills or invoices and supporting information must be received by the Company no later than December 1, 2008. In the event that the Company or any (otherwise) Unearned Portion other person takes or threatens to take any action to declare this amended Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Employee the benefits provided or intended to be provided to the Employee hereunder, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Retention Bonus. The Employee’s choice at the expense of the Company as hereafter provided, to advise and represent the Employee acknowledges that in connection with any such interpretation, enforcement or defense, including without limitation the Retention Bonus shall be subject to withholding in accordance initiation or defense of any litigation or other legal action, whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement and that it remains , in full force and effectany jurisdiction. Whether or not the Employee prevails, includingin whole or in part, without limitationin connection with any of the foregoing, the continued offsetting Company will pay and be solely financially responsible for any and all reasonable attorneys’ and related fees and expenses incurred by the Employee in connection with any of the Retention Bonus against any future performance bonuses that may foregoing; provided that, in regard to such matters, the Employee has not acted in bad faith or with no colorable claim of success. Such payments shall be earned under Section 3(bmade within five (5) above and business days after delivery of the Employee’s obligation written requests for payment (which shall not be later than the thirty (30) days prior to repay any Unearned Portion the end of the Retention Bonus calendar year following the year in which the expense was incurred), accompanied by such evidence of fees and expenses incurred as the Company may reasonably require. Additionally, if it should appear that the Company has failed to comply with any of its obligations under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than as amended, the Company irrevocably authorizes the Employee from time to time to retain counsel of the Employee’s choice as hereafter provided, to advise and represent the Employee in connection with any such interpretation, enforcement or defense, including without limitation the prior amendmentinitiation or defense of any litigation or other legal action, and to whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. To the extent the Employee prevails on at least one material issue, the Company will pay and be solely financially responsible for any and all reasonable attorneys’ and related fees and expenses incurred by the Employee in connection with any of the foregoing; provided that, in regard to such matters, the employee has not specifically defined herein acted in bad faith. Such payments shall be interpreted consistently with made within five (5) business days after delivery of the defined terms used Employee’s written requests for payment, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require, which request must be no later than thirty (30) days after the determination has been made that the Employee prevailed on at least one material issue. The final paragraph of Section 5.1 shall be amended in this Agreement.its entirety to read as follows:

Retention Bonus. The parties acknowledge In an effort to secure Employee’s continued employment with the Company in a full-time capacity, and agree that as of August 8, 2006, Live Nation paid further subject to the terms and conditions described herein, the Company shall pay Employee £504,500$609,557.00, paid in one lump sum within seven (7) days following the Effective Date, less any and all applicable withholdingsfederal, as a retention bonus state, local, foreign or other withholding taxes and all other authorized payroll deductions (the “Retention Bonus”) and, pursuant to ). The Company and Employee expressly acknowledge and agree that the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion sole funding source of the Retention Bonus shall be treated the “Escrowed Funds,” as follows: (i) if such term is defined by that certain Escrow Agreement between the Company and Xxxxxxxxx & Lowey, P.C. The Company and Employee is terminated further acknowledge and agree that they shall work in good faith and take all necessary and reasonable steps under such Escrow Agreement to facilitate the release of such Escrowed Funds for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion of the Retention Bonus within ten (10) business days following termination; or (ii) if the Employee is terminated (A) without Cause or (B) due to death or disability or if the Employee terminates with Good Reason, the Employee shall be deemed to have earned any (otherwise) Unearned Portion of the Retention Bonushereunder. The Employee acknowledges that the Retention Bonus shall be in lieu of any Severance Benefits (described in Section 4 of this Agreement) that Employee may be eligible to receive under Section 7 of Employee’s Amended and Restated Offer Letter Agreement dated September 19, 2019 (the “Offer Letter”), and Employee is knowingly and expressly waiving and releasing Employee’s right to any such Severance Benefits. The Retention Bonus will be subject to withholding forfeiture by the Employee during the time periods described below only if the basis for the termination is for Cause by the Company or for any reason by the Employee that does not constitute Good Reason. Accordingly, in accordance with the Companyevent that Employee’s ordinary payroll practices.” The parties agree that this same provision employment is hereby incorporated into this Agreement terminated between the Effective Date and that it remains December 31, 2020 (the “Retention Bonus Period”) by the Company for Cause or by Employee for any reason other than for Good Reason (as such terms are defined in full force and effectthe Offer Letter), including, without limitation, the continued offsetting of then Employee shall be required to repay the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than in the prior amendment, and pursuant to the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this Agreement.following schedule:

Retention Bonus. The parties acknowledge and agree that as of August 8In addition to any payments to which Employee may be entitled under Sections 4.02, 20064.03, Live Nation paid to the Employee £504,5004.04, less applicable withholdingsor 5.01, as applicable, and any bonuses to which Employee is entitled under the MIP or otherwise, Employee shall be entitled to receive a lump sum cash retention bonus (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: $1 million if (i) if (A)Employee remains in the Employee continuous employment of Employer from the date hereof to the Acquisition Effective Date or (B) Employee's employment with Employer is terminated for Cause prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in Section 5.01(d)) or terminates without Good Reasondue to Employee's death or Disability and (ii) the Transaction is consummated in accordance with the Acquisition Agreement. In the event that an Abandonment Event occurs, if (i) Employee remains in the Employee shall repay any Unearned Portion continuous employment of Employer from the Retention Bonus within ten (10) business days following termination; date hereof to the date of such Abandonment Event or (ii) if the Employee Employee's employment with Employer is terminated prior to the Abandonment Event by Employer without Cause, by Employee with Good Reason (Aas defined in Section 5.01(d)) without Cause or (B) due to Employee's death or disability or if the Employee terminates with Good ReasonDisability, the Employee shall be deemed entitled to have earned any (otherwise) Unearned Portion receive a lump sum cash payment of the Retention Bonus$500,000. The Any payment to which Employee acknowledges that the Retention Bonus is entitled pursuant to this Section 7.04 shall be subject made to withholding Employee as soon as reasonably practicable, but in accordance with no event more than 10 business days, following the Company’s ordinary payroll practices.” The parties agree Acquisition Effective Date or the date an Abandonment occurs, as the case may be; provided that this same provision is hereby incorporated into this Agreement and that it remains in full force and effect, including, without limitation, the continued offsetting of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above case of any termination of Employee's employment prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in this Section 3(c5.01(d)) or due to Employee's death or Disability, Employer shall have pay Employee $500,000 as soon as reasonably practicable, but in no event more than 10 business days, following the meanings ascribed to them in this AgreementTermination Date and, rather than in the prior amendmentevent the Transaction is thereafter consummated, and to Employer shall pay Employee an additional $500,000 as soon as reasonably practicable, but in no event more than 10 business days, following the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this AgreementAcquisition Effective Date.

Retention Bonus. The parties acknowledge and agree that as Provided the Executive remains continuously employed by the Company or Albertsons, or one of August 8their affiliates, 2006from the date hereof through January 2, Live Nation paid 2016, the Company shall pay to the Employee £504,500, less applicable withholdings, as Executive a one-time retention bonus in an amount equal to $130,000 (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This ). The Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by paid on the Employee under this Agreementfirst regular payroll date following January 2, 2016, subject to all applicable withholding. If the Employee is still employed Executive’s employment with the Company terminates on or prior to January 2, 2016, other than due to a termination of his employment without Cause (as of December 31, 2010 defined in the Award Agreement) or his resignation for Good Reason (as defined in the “Target Date”Award Agreement), the Executive shall immediately forfeit any remaining right to receive the Retention Bonus that has not been so offset (“Unearned Portion and shall have no further rights with respect thereto. Notwithstanding any of the Retention Bonus”) shall be deemed earned by forgoing, if the Employee. If the EmployeeExecutive’s employment is terminated before without Cause or he resigns for Good Reason on or prior to January 2, 2016, the Target Date, any remaining Unearned Portion of Executive shall be entitled to receive the Retention Bonus payable as a cash lump sum as soon as practicable after the date of such termination of employment (and in no event later than 30 days after the date of such termination of employment). * * * * * This Agreement shall be treated as follows: (i) if governed by and construed under the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion internal laws of the Retention Bonus within ten State of Delaware and may be executed in several counterparts (10) business days following termination; or (ii) if all of which together shall constitute one and the Employee is terminated (A) without Cause or (B) due to death or disability or if the Employee terminates with Good Reason, the Employee shall be deemed to have earned any (otherwise) Unearned Portion of the Retention Bonussame instrument). The Employee Executive acknowledges and agrees that the Retention Bonus shall Executive has carefully read this Agreement in its entirety; fully understands and agrees that the Executive is irrevocably waiving the Executive’s right to receive certain payments and benefits pursuant to Section 1; and intends and agrees that this Agreement be subject to withholding in accordance with final and legally binding on the Executive and the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement . SAFEWAY INC. EXECUTIVE /s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxxx By: Xxxxx Xxxxxx Xxxxx X. Xxxxxxxx Its: Vice President, Corporate Law Date: 12/24/14 Date: 12/24/14 Acknowledged and that it remains in full force and effect, including, without limitation, the continued offsetting of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified aboveAgreed: AB MANAGEMENT SERVICES CORP. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than in the prior amendment, and to the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this Agreement./s/ Xxxx X. Xxxxx By: Xxxx X. Xxxxx Its: EVP & GC Date: 12/24/14

Retention Bonus. The parties acknowledge and agree that as of August 8In addition to any payments to which Employee may be entitled under Sections 4.02, 20064.03, Live Nation paid to the Employee £504,5004.04, less applicable withholdingsor 5.01, as applicable, and any bonuses to which Employee is entitled under the MIP or otherwise, Employee shall be entitled to receive a lump sum cash retention bonus (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: $500,000 if (i) if (A)Employee remains in the Employee continuous employment of Employer from the date hereof to the Acquisition Effective Date or (B) Employee's employment with Employer is terminated for Cause prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in Section 5.01(d)) or terminates without Good Reasondue to Employee's death or Disability and (ii) the Transaction is consummated in accordance with the Acquisition Agreement. In the event that an Abandonment Event occurs, if (i) Employee remains in the Employee shall repay any Unearned Portion continuous employment of Employer from the Retention Bonus within ten (10) business days following termination; date hereof to the date of such Abandonment Event or (ii) if the Employee Employee's employment with Employer is terminated prior to the Abandonment Event by Employer without Cause, by Employee with Good Reason (Aas defined in Section 5.01(d)) without Cause or (B) due to Employee's death or disability or if the Employee terminates with Good ReasonDisability, the Employee shall be deemed entitled to have earned any (otherwise) Unearned Portion receive a lump sum cash payment of the Retention Bonus$250,000. The Any payment to which Employee acknowledges that the Retention Bonus is entitled pursuant to this Section 7.04 shall be subject made to withholding Employee as soon as reasonably practicable, but in accordance with no event more than 10 business days, following the Company’s ordinary payroll practices.” The parties agree Acquisition Effective Date or the date an Abandonment occurs, as the case may be; provided that this same provision is hereby incorporated into this Agreement and that it remains in full force and effect, including, without limitation, the continued offsetting of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above case of any termination of Employee's employment prior to the Acquisition Effective Date by Employer without Cause, by Employee with Good Reason (as defined in this Section 3(c5.01(d)) or due to Employee's death or Disability, Employer shall have pay Employee $250,000 as soon as reasonably practicable, but in no event more than 10 business days, following the meanings ascribed to them in this AgreementTermination Date and, rather than in the prior amendmentevent the Transaction is thereafter consummated, and to Employer shall pay Employee an additional $250,000 as soon as reasonably practicable, but in no event more than 10 business days, following the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this AgreementAcquisition Effective Date.

Retention Bonus. The parties acknowledge and agree that In connection with a Change in Control (which for the purposes of this Agreement shall be defined as of August 8such term is defined in the Kadmon Holdings, 2006Inc. 2016 Equity Incentive Plan, Live Nation paid the “Plan”) during the Term, Employee will be eligible to the Employee £504,500earn a cash bonus payment in an aggregate amount equal to three million five hundred dollars (3,500,000), less applicable withholdings, as a retention bonus withholding taxes (the “Retention Bonus”) and, pursuant to the related amendment to the Employee’s then-current employment agreement, agreed as follows: “This Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Employee under this Agreement. If the Employee is still employed with the Company as of December 31, 2010 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Employee. If the Employee’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: (i) if the Employee is terminated for Cause or terminates without Good Reason, the Employee shall repay any Unearned Portion 25% of the Retention Bonus within ten will be earned on the date the definitive agreement in connection with such Change in Control is fully executed by all signatories thereto (10) business days following terminationthe “Signing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason; or and (ii) if the Employee remaining 75% of the Retention Bonus will be earned on the closing date of such Change in Control (the “Closing Date”), subject to Employee’s continuous and active employment with the Company through such date, unless Employee’s employment hereunder is terminated (A) without Cause or (B) due to death or disability or if the Employee terminates resigns with Good Reason, the Employee shall be deemed to have earned any (otherwise) Unearned Portion . Each installment of the Retention Bonus. The Employee acknowledges that , if earned, will be paid on or within 10-days after Signing Date or the Retention Bonus shall be Closing Date, as applicable, subject to withholding in accordance Employee’s continuous and active employment with the Company through such date (unless Employee’s employment hereunder is terminated without Cause or Employee resigns with Good Reason) and Employee delivering to the Company and not revoking a general release in favor of the Company and its affiliates in a form acceptable to the Company’s ordinary payroll practices.” The parties agree that this same provision is hereby incorporated into this Agreement and that it remains in full force and effect, including, without limitation, which release shall become effective upon the continued offsetting payment of the applicable portion of the Retention Bonus against any future performance bonuses that may be earned under Section 3(b) above and the Employee’s obligation to repay any Unearned Portion of the Retention Bonus under the circumstances specified above. Defined terms set forth in the provision above in this Section 3(c) shall have the meanings ascribed to them in this Agreement, rather than in the prior amendment, and to the extent not specifically defined herein shall be interpreted consistently with the defined terms used in this AgreementBonus.