"… To the extent that a Termination Event (as defined below) shall occur prior to the Release Date, promptly following the occurrence thereof, the Acceleration Amount, less applicable Tax withholding, including any capital gain tax, income or employment tax, if applicable or any other tax payments required under the Code, the Israeli Tax Ordinance or any provision of applicable Law and any expenses and commissions which might be imposed under any law or agreement you are a party to, shall be paid to you by the Paying Agent in accordance with the terms and conditions set forth in this letter and the Holdback Agreement. If no Termination Event shall have occurred until the Release Date, you shall not be entitled to receive the Acceleration Amount or any portion thereof and such Acceleration Amount shall be distributed to the Equity Holders at the Final Release Date, together with the Escrow Fund, based on their respective Pro Rata Share in the manner set forth in the Purchase Agreement.
For the purposes hereof:
- The agreementHoldback Anchored the principles set out in the options arrangement agreement (the Optionholder Instrument); and it was also agreed upon to pay Bonus Amount to the plaintiff in the sum of $625,000 if he continues to be employed after one year has passed from the date of completion of the purchase transaction (hereinafter - Conservation Grant). It was further clarified that in no case would the plaintiff be paid both the acceleration amount and the conservation grant.
- On the first page of the agreementHoldback It reads as follows:
"Whereas, in connection with Holdback Participant's engagement with the buyer upon and following the Closing Date and the transactions contemplated under the SPA, a onetime bonus in the total amount of US$ 625,000 (the "Bonus Amount") shall be paid to Holdback Participant, contingent upon and subject to Holdback Participant's continuous service with the buyer or any affiliate thereof in accordance with and subject to the terms hereunder.