Common use of Retention Payments Clause in Contracts

Retention Payments. (i) The Company will pay to Executive, or Executive’s estate if applicable, an amount equal to $216,000, representing Executive’s pro-rata cash incentive payment for fiscal 2012, payable in the same manner and at the same time as annual bonus payments are made to then-current employees of the Company with respect to 2012, but in no event later than March 15, 2013. This payment will be made to Executive or Executive’s estate no later than March 15, 2013 regardless of whether Executive is still employed by the Company on March 15, 2013. For the avoidance of doubt, Executive is not entitled to any additional bonus for 2012. (ii) In addition to the payment in Section 8(a)(i), if (A) Executive remains employed with the Company through the one year anniversary of the date of the Closing, or (B) Executive’s employment is terminated by the Company for any reason prior to the one year anniversary of the date of the Closing or (C) Executive terminates his employment for Good Reason prior to the one year anniversary of the date of the Closing, or (D) Executive dies prior to the one year anniversary of the date of the Closing, or (E) the Executive’s employment is terminated prior to the one year anniversary of the date of Closing after the Executive becomes disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (the applicable date in (A), (B), (C), (D) or (E), the “Retention Vesting Date”), then the Company will pay to Executive or to Executive’s estate if applicable, an amount equal to (1) $1,043,750, payable in a lump sum on the forty-fifth (45th) day following the Retention Vesting Date, (2) $101,250, payable in a lump sum on the first regularly scheduled payroll date of the Company in the seventh month after the Termination Date (the “Seventh Month”) and (3) $101,250, payable in substantially equal installments on the Company’s regularly scheduled payroll dates in each of the next six (6) months following the Seventh Month.

Retention Payments. (i) The Company will pay to Executive, or Executive’s estate if applicable, an amount equal to $216,000204,000, representing Executive’s pro-rata cash incentive payment for fiscal 2012, payable in the same manner and at the same time as annual bonus payments are made to then-current employees of the Company with respect to 2012, but in no event later than March 15, 2013. This payment will be made to Executive or Executive’s estate no later than March 15, 2013 regardless of whether Executive is still employed by the Company on March 15, 2013. For the avoidance of doubt, Executive is not entitled to any additional bonus for 2012. (ii) In addition to the payment in Section 8(a)(i), if (A) Executive remains employed with the Company through the one year anniversary of the date of the Closing, or (B) Executive’s employment is terminated by the Company for any reason prior to the one year anniversary of the date of the Closing or (C) Executive terminates his employment for Good Reason prior to the one year anniversary of the date of the Closing, or (D) Executive dies prior to the one year anniversary of the date of the Closing, or (E) the Executive’s employment is terminated prior to the one year anniversary of the date of Closing after the Executive becomes disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (the applicable date in (A), (B), (C), (D) or (E), the “Retention Vesting Date”), then the Company will pay to Executive or to Executive’s estate if applicable, an amount equal to (1) $1,043,750992,250, payable in a lump sum on the forty-fifth (45th) day following the Retention Vesting Date, (2) $101,250, payable in a lump sum on the first regularly scheduled payroll date of the Company in the seventh month after the Termination Date (the “Seventh Month”) and (3) $101,250, payable in substantially equal installments on the Company’s regularly scheduled payroll dates in each of the next six (6) months following the Seventh Month.

Retention Payments. (i) The Company will pay to Executive, or Executive’s estate if applicable, an amount equal to $216,000440,000, representing Executive’s pro-rata cash incentive payment for fiscal 2012, payable in the same manner and at the same time as annual bonus payments are made to then-current employees of the Company with respect to 2012, but in no event later than March 15, 2013. This payment will be made to Executive or Executive’s estate no later than March 15, 2013 regardless of whether Executive is still employed by the Company on March 15, 2013. For the avoidance of doubt, Executive is not entitled to any additional bonus for 2012. (ii) In addition to the payment in Section 8(a)(i), if if: (A) Executive remains employed with the Company through the one year anniversary of the date of the Closing, ; or (B) Executive’s employment is terminated by the Company for any reason prior to the one year anniversary of the date of the Closing Closing; or (C) Executive terminates his employment for Good Reason prior to the one year anniversary of the date of the Closing, ; or (D) Executive dies prior to the one year anniversary of the date of the Closing, ; or (E) the Executive’s employment is terminated prior to the one year anniversary of the date of Closing after the Executive becomes disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (the applicable date in in (A), ) (B), (C), (D) or (E), the “Retention Vesting Date”), then the Company will pay to Executive or to Executive’s estate if applicable, an amount equal to (1) $1,043,7501,900,000, payable in a lump sum on the forty-fifth (45th) day following the Retention Vesting Date, (2) $101,250, payable in a lump sum on the first regularly scheduled payroll date of the Company in the seventh month after the Termination Date (the “Seventh Month”) and (3) $101,250, payable in substantially equal installments on the Company’s regularly scheduled payroll dates in each of the next six (6) months following the Seventh Month.

Retention Payments. (i) The Company will pay to Executive, or Executive’s estate if applicable, an amount equal to $216,000200,000, representing Executive’s pro-rata cash incentive payment for fiscal 2012, payable in the same manner and at the same time as annual bonus payments are made to then-current employees of the Company with respect to 2012, but in no event later than March 15, 2013. This payment will be made to Executive or Executive’s estate no later than March 15, 2013 regardless of whether Executive is still employed by the Company on March 15, 2013. For the avoidance of doubt, Executive is not entitled to any additional bonus for 2012. (ii) In addition to the payment in Section 8(a)(i), if (A) Executive remains employed with the Company through the one year anniversary of the date of the Closing, or (B) Executive’s employment is terminated by the Company for any reason prior to the one year anniversary of the date of the Closing or (C) Executive terminates his her employment for Good Reason prior to the one year anniversary of the date of the Closing, or (D) Executive dies prior to the one year anniversary of the date of the Closing, or (E) the Executive’s employment is terminated prior to the one year anniversary of the date of Closing after the Executive becomes disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (the applicable date in (A), (B), (C), (D) or (E), the “Retention Vesting Date”), then the Company will pay to Executive or to Executive’s estate if applicable, an amount equal to (1) $1,043,750973,833, payable in a lump sum on the forty-fifth (45th) day following the Retention Vesting Date, (2) $101,250, payable in a lump sum on the first regularly scheduled payroll date of the Company in the seventh month after the Termination Date (the “Seventh Month”) and (3) $101,250, payable in substantially equal installments on the Company’s regularly scheduled payroll dates in each of the next six (6) months following the Seventh Month.