Common use of Retention Payment Clause in Contracts

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 (a) In the event, if ever, on or after the Effective Date, the Company executes an engagement agreement with an investment banking firm or other business brokerage firm for the purposes that include exploring a transaction the consummation of which would constitute a Change In Control (“Engagement Date”), and, subject to the conditions set forth in other provisions of this Section 2 hereof8, if Executive is still employed with the Company on the date which is twenty-four (24) months from the Engagement Date, the Recipient Company shall be entitled pay Executive a retention payment in an amount equal 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) his then current Base Salary plus fifty percent (50%) of the Retention Payment payable in a lump sum cash payment on or within thirty his then current Target Bonus (30) days following the earlier of the following (the “Target Date”): (A) the date calculated assuming that Executive and 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 had achieved all objectives set by the Company or any successor to or affiliate of with respect thereto), which payment shall be made on the Company through December 31, 2013next regular pay day following such date (“Retention Payment”). Notwithstanding the foregoing, for purposes of no such retention payment shall be paid if Executive previously has received a payment under Section 409A of 7(a) within the Internal Revenue Code of 1986above-referenced twenty-four (24) month period. (b) Additionally, as amended in the event a Change in Control occurs during the period beginning twenty-four (24) months following the Engagement Date and ending thirty-six (36) months following the Engagement Date (the “CodeReduction Period”), then any payment otherwise payable to Executive under Section 7(a) shall be reduced, pro rata, based on the two parts number of days remaining in the Reduction Period. By way of example, if a Change in Control occurs ninety (90) days into the Reduction Period, the payment otherwise payable to Executive under Section 7(a) shall be reduced by 275/365, or seventy-five percent (75%). (c) Notwithstanding anything in this Section 8 to the contrary, if the Board determines that, after giving effect to the Retention Payment are intended and to constitute separate paymentsany other retention payments to be made under any other employment agreements between the Company and other employees, a default could occur under any financing facility or loan between the Company and if the second part of any Company lender, 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 made in fully vested Company shares of common stock under Code Section 409A) until the first business day of the seventh month following the RecipientCompany’s separation from service, or the date of the Recipient’s death, if earlier2006 Equity Incentive Plan.