b. In the event that the Transaction is consummated prior to the End Date and you remain employed with Colfax, a Successor or the Spin Company through the twelve (12) month anniversary of the consummation of the Transaction (the “Spin Retention Date”), subject to the conditions provided in this Retention Agreement, then you shall receive a payment of $281,250.00 (your “Spin Retention Bonus”), less applicable withholdings, to be paid in a lump-sum on the first regular payroll following the six (6) month anniversary of the consummation of the Transaction (the “Spin Payment Date”), subject to any applicable requirements of Internal Revenue Code §409A. However, in the event that you receive the Spin Retention Bonus but, prior to the Spin Retention Date, (y) your employment is terminated by you without Good Reason or (z) Colfax, Successor, or the Spin Company terminates your employment for Cause, then you will be required to repay fifty percent (50%) of the Spin Retention Bonus, less applicable withholdings (the “Repayment Amount”) to Colfax, Successor or Spin Company, within thirty (30) days following your separation from employment with Colfax, Successor or Spin Company. You agree that Colfax, Successor or Spin Company may deduct the Repayment Amount from any compensation or expenses owed to you.
2. Payment of Retention Bonus or Spin Retention Bonus Upon Termination. In the event that, prior to the End Date or Spin Payment Date, (a) your employment is terminated with mutual consent by Colfax, a Successor, or the Spin Company, (b) your employment is terminated by you with Good Reason after the consummation of the Transaction, (c) Colfax, a Successor, or the Spin Company terminates your employment without Cause, or (d) upon your death, then Colfax, a Successor, or the Spin Company shall pay you (or your estate) the Retention Bonus or the Spin Retention Bonus if the Transaction has been consummated, less applicable withholdings, to be paid in a lump-sum within sixty (60) days following your separation from employment. The payment of the Retention Bonus or the Spin Retention Bonus pursuant to this paragraph 2 shall be subject to and conditioned upon you (or your estate) delivering to Colfax, a Successor, or the Spin Company an executed copy of a general release of any and all claims you may have against Colfax, a Successor and the Spin Company, their successors, assigns, affiliates, employees, officers, and directors, in form and substance satisfactory to Colfax, a Successor or the Spin Company (the “Release”), the revocation period required by applicable law expiring without your revocation of the Release, and the Release becoming effective, enforceable, and irrevocable in accordance with its terms on or before the 60th day after the date of termination of employment.
3. Equity. In connection with the Transaction and in accordance with the agreements related thereto, all outstanding awards of Colfax equity held by you will be adjusted in accordance with the terms of the applicable long-term incentive compensation plan and applicable law. In the event that (a) your employment is terminated with mutual consent by Colfax, a Successor or the Spin Company, (b) you terminate your employment with Good Reason after the Transaction, (c) Colfax, a Successor, or the Spin Company terminates your employment without Cause, or (d) upon your death, then, subject to your execution and non-revocation of a Release, all unvested Non-Qualified Stock Options and unvested Restricted Stock Units will immediately become one hundred percent (100%) vested.
4. Early Termination Provisions. You further understand that this Retention Agreement shall immediately terminate (an “Early Termination without a Retention Benefit”), and Colfax, a Successor, or the Spin Company shall be relieved of any obligation to provide the Retention Bonus or the Spin Retention Bonus to you or your estate if any of the following occurs prior to the Payment Date or the Spin Payment Date:
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