Retention Payment. Payment of the Retention amount will be made in accordance with Public Contract Code Section 7107. If the Retention Payment is made before XXXX has complied with all of its obligations under the Contract, then payment of Retention shall not be interpreted as Final Payment, and shall not relieve XXXX of its obligations under the Final Payment provisions.
Retention Payment. Subject to the conditions set forth in Section 2 hereof, the Recipient shall be entitled to receive a “Retention Payment,” as hereinafter defined, as follows:
(i) fifty percent (50%) of the Retention Payment payable in a lump sum cash payment on or within thirty (30) days following the consummation of a Change in Control; and
(ii) fifty percent (50%) of the Retention Payment payable in a lump sum cash payment on or within thirty (30) days following the earlier of the following (the “Target Date”): (A) the date the Company or any successor to or affiliate of the Company terminates Recipient’s employment without Cause (as defined in Section 3 hereof) on or after the consummation of the Change in Control; (B) the date which is six (6) months after the consummation of such Change in Control; or (C) January 15, 2014, but only in the event no Change in Control is consummated on or before December 31, 2013, and subject to Recipient’s continued employment by the Company or any successor to or affiliate of the Company through December 31, 2013. Notwithstanding the foregoing, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the two parts of the Retention Payment are intended to constitute separate payments, and if the second part of the Retention Payment is payable due to the Recipient’s involuntary separation from service without Cause and the Recipient is a Code Section 409A “Specified Employee” at such time, the second part shall be delayed (if then required under Code Section 409A) until the first business day of the seventh month following the Recipient’s separation from service, or the date of the Recipient’s death, if earlier.
Retention Payment. Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 6-month period beginning on the day following the Closing Date (as defined in the Merger Agreement) (the “Vesting Date”), you will receive a cash payment equal to (i) the aggregate amount described in Section 6.2(a) of the Employment Agreement, determined as if your employment with the Company was terminated by the Company without Cause as of the Closing plus (ii) an amount equal to the portion of the premiums the Company would need to pay to provide you with the benefits under Sections 6.2(b) and (c) for the 12 month period following the Vesting Date, based on the premium costs in effect as of the Closing and assuming for this purpose that your employment terminated on the Vesting Date and that you timely elected to receive all such benefits, plus (iii) the Retention Bonus. The aggregate of these amounts will be paid to you in a lump sum on the third business day following the Release Effective Date (as defined below). You hereby agree that, notwithstanding anything contained in the Employment Agreement or any other agreement between you and the Company providing for severance or separation payments or benefits, you may either receive payment of amounts set forth in Section 2(a) or in Section 4, but in no event shall you be entitled to receive payment of both amounts; furthermore, you shall not be entitled to any severance or separation payments or benefits under the Employment Agreement (including under Sections 5 and 6 thereof) or under any other plan, program, policy, agreement or arrangement maintained by the Company, Parent or any of their respective affiliates, and all of your rights to such payments and benefits under the Employment Agreement and any such other plan, program, policy, agreement or arrangement will immediately terminate, in each case, except as otherwise provided herein. If you continue to be employed by Parent or its subsidiaries following the Vesting Date, you shall be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined by Parent; provided, however, that you shall not receive credit for your service with Parent or the Company, or any of their respective subsidiaries, for the periods of employment that precede the Closing Date for any purpose under s...
Retention Payment. If Employee remains employed by Company or its subsidiaries on the first anniversary of the Closing Date, then Company shall pay to Employee in a lump sum within five (5) business days thereafter, an amount equal to $250,000 (the “Retention Payment”).
Retention Payment. Company and Employee acknowledge that Employee has fully vested in his or her right to receive payments under the Retention Incentive Agreement dated September 1, 2001 entered into by IITRI and Employee, attached as Exhibit A to this Agreement, and that such Retention Incentive Agreement has been assigned to, and assumed by, the Company and remains in effect in its original form and is incorporated herein by reference.
Retention Payment. Subject to the terms and conditions of this Agreement, the Company shall pay to Executive the Retention Payment, less withholding for all applicable taxes, in a single lump sum within thirty (30) days following the Retention Date, provided that, except as otherwise provided in Section 2 and Section 3 hereof, Executive is employed by the Company on the Retention Date.
Retention Payment. A. Provided that Employee shall have remained continuously employed as an active fulltime employee of Company from the Effective Date through the Completion Date (“Retention Period”), and provided that Employee continues to perform Employee’s duties during the Retention Period in a highly effective manner, as determined by the key executives (“Management”) of the Company (“Performance Requirement”), the Company shall pay Employee a cash retention bonus of $1,000,000, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following the Completion Date (“Retention Payment”).
B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means Employee’s employment with the Company and its Company Affiliates is terminated prior to the Completion Date (i) due to Employee’s death or Disability (as defined below), or (ii) by the Company other than for Cause (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”, as such term is defined by the Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).
Retention Payment. Subject to your compliance with Sections 6 and 7 of this letter agreement, if you remain an active full-time employee of the Company, Parent or any of their respective subsidiaries through the expiration of the 12-month period following the Closing, you will receive cash payments equal to the aggregate amount described in the first sentence of the second paragraph of the “Severance Benefits in connection with Change in Control” section of the Employment Agreement (the “Retention Bonus”), which will be paid to you in accordance with the Company’s normal payroll practices for six months following the Release Effective Date (as defined below) in addition to your normal base salary. For the avoidance of doubt, you will be entitled to continue to receive the Retention Bonus payments specified in the immediately preceding sentence in the event your employment is terminated for any reason following the Release Effective Date. You hereby agree that the Employment Agreement and any other agreement between you and the Company providing for severance or separation benefits are hereby amended to provide that, if you become entitled to payment of the Retention Bonus, you will not be entitled to the Termination Compensation or any severance payments or benefits under the Employment Agreement (including under the “Severance Benefits in connection with Change in Control” and “Severance Benefits not in connection with Change in Control” sections) or under any such other agreement, and all of your rights under each such agreement will immediately terminate. In no event will you receive the Retention Bonus if your employment is terminated for any reason prior to the expiration of the 12-month period following the Closing.
Retention Payment. (a) A practitioner employed in Levels 1 – 12, at the completion of each 12 months service or the completion of a fixed term contract, whichever is earlier, shall be paid a Retention Payment equal to 2% of their base salary at the time of payment for the relevant period.
(b) The entitlement to a retention payment is extinguished on and from 1 July 2006 provided that a practitioner who would otherwise have been entitled to payment after 1 July 2006 will be paid on a pro rata basis for the applicable service up to and including 30 June 2006.
Retention Payment. Company shall pay to Employee $100,000 (the “Retention Payment”) if Employee remains employed in Good Standing (as defined below) by Company during the entirety of the Retention Period through the Vesting Date and complies with all other conditions set forth in this Agreement. The Retention Payment shall be paid in a lump sum cash payment on the first regularly scheduled payroll date of Company following the Vesting Date, except as otherwise provided in Section 4(a) or Section 4(b) of this Agreement. The Retention Payment shall be subject to applicable tax withholding, including all federal, state and local taxes due. The Retention Payment will be earned only if all conditions set forth in this Agreement are satisfied as of the Vesting Date.
