Employee Retention Agreement - DOC by bobzepfel

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									                                   RETENTION AGREEMENT




Dear                   :
      On behalf of                                  (“Company”), we are pleased to offer you
this retention agreement (this “Agreement”) to provide a financial incentive for you to remain
employed with Company for the time and on the terms set forth herein. The terms of our
Agreement will be as follows:
     1. Term. Except as otherwise set forth in this paragraph, the term of this Agreement will be
from the date you sign it until the six (6)-month anniversary of a Sale of Company (as defined
below). The six (6)-month anniversary of a Sale of Company is referred to hereinafter as the
“Payment Date.” If a Sale of Company does not occur by                                    or you
separate from service with Company prior to the Payment Date other than as described in
paragraph 4 below, this Agreement shall terminate without any payment to you of any amounts
hereunder.
      2. Sale of Company. For purposes of this Agreement, “Sale of Company” means any
transaction or series of related transactions whereby securities of Company representing eighty
percent (80%) or more of the total combined voting power of the outstanding securities of
Company entitled to vote in the election of directors of Company are sold to any single person or
group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “1934 Act”)); or (b) all or substantially all of the assets or business of Company
are disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders
of Company immediately prior to such merger, consolidation or other transaction beneficially
own, directly or indirectly, in substantially the same proportion as they owned the voting stock of
Company prior to such event, the voting stock or other ownership interests of the entity or
entities, if any, that succeed to the assets or business of Company).
     3. Eligibility. You are eligible for a retention payment in the amount of $
(the “Retention Payment”) in accordance with paragraph 4 below.
      4. Payment. Subject to paragraph 14 below, Retention Payment will be payable to you in a
single lump sum, net of applicable withholdings as described below, as soon as administratively
practicable, but in no event later than two-and-one-half (2 1/2) months, after the earlier of (i) th
								
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