Common use of Special Payment Clause in Contracts

Special Payment. During the Term of Employment, the Company shall make no distributions to its members (other than for tax liabilities attributable to their interests in the Company) until the fifth anniversary of the Effective Date unless the Company first makes a payment to the Executive in the amount of five million dollars ($5,000,000). Promptly upon the fifth anniversary of the Effective Date, if the Executive has not previously received a payment of five million dollars ($5,000,000) pursuant to either the immediately preceding sentence or clause (iii) of Section 8(a) hereof, the Company shall pay the Executive the following amount, and the Executive shall have no further rights under this Section 4(e): (i) If the Executive is employed hereunder on such fifth anniversary of the Effective Date, the amount of five million dollars ($5,000,000); (ii) If the Executive's employment has been terminated by the Company for Cause prior to such fifth anniversary, an amount equal to one million dollars ($1,000,000) for each completed year of employment hereunder; (iii) If the Executive's employment has been terminated by the Executive without Good Reason prior to such fifth anniversary, an amount equal to eighty-three thousand three hundred and thirty-three dollars ($83,333) for each completed month of employment hereunder; and (iv) If the Executive's employment has been terminated for any other reason prior to such fifth anniversary, the amount of five million dollars ($5,000,000). Any payment made pursuant to this Section 4(e) shall not be offset by any payment received, or to be received, by the Executive pursuant to any other provision of this Agreement.