Common use of Retention Payments Clause in Contracts

Retention Payments. (a) Subject to the terms and conditions of this Agreement, in the event of a Change in Control (as defined in Section 2 hereof) prior to March 27, 2018, the Bank shall pay to Employee a cash bonus equal to 0.75 times his then-current Base Salary (as defined in Section 2 hereof), less withholding for taxes and other similar items (the "Change in Control Bonus"), in a single lump sum within thirty (30) days following the Change in Control Effective Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section I(c) hereof, Employee is employed by the Bank on the Change in Control Effective Date. (b) Subject to the terms and conditions of this Agreement, the Bank shall pay to Employee a cash retention bonus equal to 0.75 times his then-current Base Salary, less withholding for taxes and other similar items (the "Post-Closing Retention Bonus"), in a single lump sum within thirty (30) days following the Post-Closing Retention Payment Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section l(d) hereof, Employee is employed by the Bank on the Post-Closing Retention Payment Date. (c) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Pre-Change in Control Qualifying Termination (as defined in Section 2 hereof), then Employee shall be entitled to receive, and the Bank shall pay to Employee, the Change in Control Bonus and the Post- Closing Retention Bonus in a single lump sum within thirty (30) days following the Change in Control Effective Date. If Employee 's employment with the Bank is terminated for any reason other than by reason of a Pre-Change in Control Qualifying Termination prior to the Change in Control Effective Date, then Employee shall not be entitled to the Change in Control Bonus or the Post-Closing Retention Bonus. (d) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Post-Change in Control Qualifying Termination (as defined in Section 2 hereof), then the Bank shall pay to Employee an amount equal to the Post-Closing Retention Bonus in a single lump sum within thirty (30) days following Employee's date of termination. If Employee's employment with the Bank is terminated for any reason other than by reason of a Post-Change in Control Qualifying Termination following the Change in Control Effective Date, then Employee shall not be entitled to the Post-Closing Retention Bonus. (e) For purposes of clarity, Employee shall not be eligible for the Change in Control Bonus or the Post-Closing Retention Bonus unless and until a Change in Control occurs while this Agreement is in effect. (f) Notwithstanding anything in this Agreement to the contrary, the Bank shall be obligated to pay Employee the Change in Control Bonus and the Post-Closing Retention Bonus only if (X) Employee shall have executed a separation agreement containing a full general release of claims and covenant not to xxx in the form provided by the Bank (the "Release Agreement") within the time period specified in the Release Agreement and such Release Agreement shall not have been revoked within any revocation period specified in the Release Agreement, and (Y) Employee fully complies with the obligations set forth in Section 5 hereof.

Retention Payments. (a) Subject to the terms and conditions of this Agreement, in the event of a Change in Control (as defined in Section 2 hereof) prior to March 27January 15, 20182022, the Bank shall pay to Employee a cash bonus equal to 0.75 times his her then-current Base Salary (as defined in Section 2 hereof), less withholding for taxes and other similar items (the "“Change in Control Bonus"”), in a single lump sum within thirty (30) days following the Change in Control Effective Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section I(c1(c) hereof, Employee is employed by the Bank on the Change in Control Effective Date. (b) Subject to the terms and conditions of this Agreement, the Bank shall pay to Employee a cash retention bonus equal to 0.75 times his her then-current Base Salary, less withholding for taxes and other similar items (the "“Post-Closing Retention Bonus"”), in a single lump sum within thirty (30) days following the Post-Closing Retention Payment Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section l(d1(d) hereof, Employee is employed by the Bank on the Post-Closing Retention Payment Date. (c) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Pre-Change in Control Qualifying Termination (as defined in Section 2 hereof), then Employee shall be entitled to receive, and the Bank shall pay to Employee, the Change in Control Bonus and the Post- Post-Closing Retention Bonus in a single lump sum within thirty (30) days following the Change in Control Effective Date. If Employee 's Employee’s employment with the Bank is terminated for any reason other than by reason of a Pre-Change in Control Qualifying Termination prior to the Change in Control Effective Date, then Employee shall not be entitled to the Change in Control Bonus or the Post-Closing Retention Bonus. (d) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Post-Change in Control Qualifying Termination (as defined in Section 2 hereof), then the Bank shall pay to Employee an amount equal to the Post-Closing Retention Bonus in a single lump sum within thirty (30) days following Employee's ’s date of termination. If Employee's ’s employment with the Bank is terminated for any reason other than by reason of a Post-Change in Control Qualifying Termination following the Change in Control Effective Date, then Employee shall not be entitled to the Post-Closing Retention Bonus. (e) For purposes of clarity, Employee shall not be eligible for the Change in Control Bonus or the Post-Closing Retention Bonus unless and until a Change in Control occurs while this Agreement is in effect. (f) Notwithstanding anything in this Agreement to the contrary, the Bank shall be obligated to pay Employee the Change in Control Bonus and the Post-Closing Retention Bonus only if (X) Employee shall have executed a separation agreement containing a full general release of claims and covenant not to xxx in the form provided by the Bank (the "“Release Agreement"”) within the time period specified in the Release Agreement and such Release Agreement shall not have been revoked within any revocation period specified in the Release Agreement, and (Y) Employee fully complies with the obligations set forth in Section 5 hereof.

Retention Payments. (a) Subject to the terms and conditions set forth in this Section 1.07, following the Closing, each of this Agreementthe employees listed on Exhibit D (the "Retention Employees") may be entitled to receive the amount(s) set forth opposite such Retention Employee's name on Exhibit D (an "Employee Retention Payment" and together any Performance Payment, each a "Contingent Payment") if and only if, (i) as of the applicable retention date for such Employee Retention Payment listed on Exhibit D (the "Retention Date"), such Retention Employee is, and since the Closing Date continuously has been, employed by (or, if mutually agreed by the parties hereto, otherwise providing services to), the Company, Purchaser or any of their Affiliates and (ii) such Retention Employee executes and delivers a general release of claims in the form provided by the Company within three (3) business days after the applicable Retention Date for such Employee Retention Payment, by wire transfer of immediately available funds to an account or accounts designated by such Retention Employee via the Company's, Purchaser's or one of Purchaser' Affiliate's payroll, net of required withholding Taxes. Notwithstanding the foregoing, in the event of a Change in Control (as defined in Section 2 hereof) Retention Employee's employment is terminated by the Company without Cause prior to March 27the applicable Retention Date, 2018, then such Retention Employee shall be entitled to receive the Bank shall pay to applicable Employee a cash bonus equal to 0.75 times his then-current Base Salary (as defined in Section 2 hereof), less withholding for taxes and other similar items (the "Change in Control Bonus"), in a single lump sum Retention Payment within thirty (30) days following the Change in Control Effective Date (as defined in Section 2 hereof)such termination date, provided that, except as otherwise provided in Section I(c) hereof, Employee is employed by the Bank on the Change in Control Effective Date. (b) Subject wire transfer of immediately available funds to the terms and conditions of this Agreement, the Bank shall pay to Employee a cash retention bonus equal to 0.75 times his then-current Base Salary, less withholding for taxes and other similar items (the "Post-Closing an account or accounts designated by such Retention Bonus"), in a single lump sum within thirty (30) days following the Post-Closing Retention Payment Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section l(d) hereof, Employee is employed by the Bank on the Post-Closing Retention Payment Date. (c) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Pre-Change in Control Qualifying Termination (as defined in Section 2 hereof), then Employee shall be entitled to receiveEmployee, and the Bank remittance of any required withholding Taxes shall pay be paid by the Company in accordance with applicable Laws, which payment shall be subject to such Retention Employee, the Change in Control Bonus 's execution and the Post- Closing Retention Bonus in a single lump sum within thirty (30) days following the Change in Control Effective Date. If Employee 's employment with the Bank is terminated for any reason other than by reason delivery of a Pre-Change in Control Qualifying Termination prior to the Change in Control Effective Date, then Employee shall not be entitled to the Change in Control Bonus or the Post-Closing Retention Bonus. (d) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Post-Change in Control Qualifying Termination (as defined in Section 2 hereof), then the Bank shall pay to Employee an amount equal to the Post-Closing Retention Bonus in a single lump sum within thirty (30) days following Employee's date of termination. If Employee's employment with the Bank is terminated for any reason other than by reason of a Post-Change in Control Qualifying Termination following the Change in Control Effective Date, then Employee shall not be entitled to the Post-Closing Retention Bonus. (e) For purposes of clarity, Employee shall not be eligible for the Change in Control Bonus or the Post-Closing Retention Bonus unless and until a Change in Control occurs while this Agreement is in effect. (f) Notwithstanding anything in this Agreement to the contrary, the Bank shall be obligated to pay Employee the Change in Control Bonus and the Post-Closing Retention Bonus only if (X) Employee shall have executed a separation agreement containing a full general release of claims and covenant not to xxx in the form provided by the Bank (the "Release Agreement") within the time period specified Company. Furthermore, in the Release Agreement event a Retention Employee's employment is terminated and such Release Agreement shall Retention Employee is not have been revoked within otherwise entitled to receive his or her Employee Retention Payment(s) pursuant to this Section 1.07, such Employee Retention Payment(s) may be reallocated to other Retention Employees then employed by the Company, Purchaser or any revocation period specified in of their Affiliate, or new hires of the Release AgreementCompany for recruiting purposes, upon the mutual agreement of Xxxxx Xxxxxx and (Y) Employee fully complies with the obligations set forth in Section 5 hereofPurchaser's Chief Executive Officer.

Retention Payments. (a) Subject As of the later of December 31, 1999 or the expiration of the third month after the Closing Date (the later of such two dates being referred to herein as the terms and conditions of this Agreement"Retention Date"), in Buyer or its Affiliate shall cause the event of a Change in Control (as defined in Section 2 hereof) prior Company to March 27, 2018, the Bank shall pay to each Employee a whose name is set forth in Schedule 9.04(a) hereto the cash bonus equal to 0.75 times his then-current Base Salary (as defined amount set forth opposite such Employee's name in Section 2 hereof), less withholding for taxes and other similar items such Schedule (the "Change in Control BonusRetention Payment"), in a single lump sum within thirty provided that either (30i) days following the Change in Control Effective Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section I(c) hereof, such Employee is remains employed by Buyer or its Affiliates as of the Bank on Retention Date, and such Employee agrees that such Employee's right to severance under any agreement between such Employee and the Change in Control Effective Company or any severance policy covering any such Employee shall be reduced (but not below zero) by the amount of such Employee's Retention Payment or (ii) such Employee's employment has been involuntarily terminated prior to the Retention Date by Buyer or its Affiliate other than for cause. Seller Guarantor and the Company shall share the cost of such Retention Payment equally, provided, however, that the Company's liability under this Section 9.04(a) shall not exceed $7.5 million. Promptly after the Retention Date, Seller Guarantor shall reimburse Buyer for 50% of the total cost of the Retention Payments. Such reimbursement shall be treated, for Tax purposes, as an adjustment to the Purchase Price. (b) Subject to Any Employee who is an exempt employee, other than an Employee who has entered into an individual agreement with the Company providing for severance benefits, whose employment is terminated by Buyer or its Affiliates within the 180 day-period following the Closing Date shall receive severance payments from Buyer (in accordance with the terms and conditions of this Agreement, the Bank severance plan to be established by Buyer (but without regard to years of service or other eligibility criteria)) in an amount which shall pay to Employee a cash retention bonus equal to 0.75 times his then-current Base Salary, not be less withholding for taxes and other similar items (than the "Post-Closing Retention Bonus"), amount calculated in a single lump sum within thirty (30accordance with the salary allowance range set forth on Schedule 9.04(b) days following the Post-Closing Retention Payment Date (as defined in Section 2 hereof), provided that, except as otherwise provided in Section l(d) hereof, Employee is employed by the Bank on the Post-Closing Retention Payment Datehereto. (c) Notwithstanding anything in this Agreement to For the contraryavoidance of doubt, if Employee incurs a Pre-Change in Control Qualifying Termination (as defined in Section 2 hereof), then Employee the amounts the Company shall be entitled required to receive, and the Bank shall pay pursuant to Employee, the Change in Control Bonus and the Post- Closing Retention Bonus in a single lump sum within thirty (30) days following the Change in Control Effective Date. If Employee 's employment with the Bank is terminated for any reason other than by reason of a Pre-Change in Control Qualifying Termination prior to the Change in Control Effective Date, then Employee this Section 9.04 shall not be entitled to included as liabilities on the Change Closing Date Balance Sheet nor shall such amounts be taken into account in Control Bonus any way in computing the Initial Purchase Price Adjustment or the Post-Closing Retention BonusFinal Purchase Price Adjustment. (d) Notwithstanding anything in this Agreement to the contrary, if Employee incurs a Post-Change in Control Qualifying Termination (as defined in Section 2 hereof), then the Bank shall pay to Employee an amount equal to the Post-Closing Retention Bonus in a single lump sum within thirty (30) days following Employee's date of termination. If Employee's employment with the Bank is terminated for any reason other than by reason of a Post-Change in Control Qualifying Termination following the Change in Control Effective Date, then Employee shall not be entitled to the Post-Closing Retention Bonus. (e) For purposes of clarity, Employee shall not be eligible for the Change in Control Bonus or the Post-Closing Retention Bonus unless and until a Change in Control occurs while this Agreement is in effect. (f) Notwithstanding anything in this Agreement to the contrary, the Bank shall be obligated to pay Employee the Change in Control Bonus and the Post-Closing Retention Bonus only if (X) Employee shall have executed a separation agreement containing a full general release of claims and covenant not to xxx in the form provided by the Bank (the "Release Agreement") within the time period specified in the Release Agreement and such Release Agreement shall not have been revoked within any revocation period specified in the Release Agreement, and (Y) Employee fully complies with the obligations set forth in Section 5 hereof.