Common use of Transition Payments Clause in Contracts

Transition Payments. To induce the Company’s affiliates to enter into the transactions contemplated by the Merger Agreement, for which you will receive substantial benefit, you, Medex and the Company hereby agree that (a) the benefits under Section 6(c) of the Agreement (the “Change in Control Benefits”), (b) the remaining payments to be made in accordance with Section 7 of the Agreement (the “Compete Payment”), and (c) your bonus for the 2004 fiscal year (the “Bonus Payment,” and together with the Change in Control Benefits and the Compete Payment, the “Transition Payments”) shall be paid in accordance with Section 3 below. You further agree that you will not be entitled to receive the Compete Payment or the Bonus Payment if you voluntarily terminate your employment with Medex during the Transition Period (as defined in Section 3 below), and you will not be entitled to receive the Change in Control Benefits if you voluntarily terminate your employment with Medex before the first anniversary of Closing. It is understood and agreed by the parties that any termination for Good Reason (as defined below) shall not be deemed to be a voluntary termination for purposes of this letter. “Good Reason” shall mean (A) a material breach by Medex of any material obligation under the Agreement that is not curable or that is not cured within 30 days after written notice thereof from you to Medex or (B) your relocation from the present metropolitan area of employment, without your consent.