Consultant and the. Client acknowledge that in the event of a breach of this Agreement by either party, money damages would be inadequate and the non-breaching party would have no adequate remedy at law. Accordingly, in the event of any controversy concerning the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be cumulative and non-exclusive and shall be in addition to any other remedy to which the parties may be entitled.
Consultant and the. Principals each covenants and agrees that the Shares shall be and represent full payment and discharge of any claim by Consultant and the Principals for any compensation, commission or other earnings of any kind against the Company and any current or future parent, subsidiary or affiliates of the Company, other than the Balance. Consultant and the Principals each further covenants and agrees that the value of the Shares represented by the Balance, as determined herein, shall be reported to Consultant on IRS Form 1099 for the year 2002.
Consultant and the. Consulting Principals jointly and severally represent and warrant that (i) Consultant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, has duly authorized the execution and performance of this Agreement, and such execution and performance will not violate its Articles of Organization, Operating Agreement, or any contract or agreement by which it is bound and (ii) this Agreement is valid and enforceable against Consultant and the Consulting Principals in accordance with its terms and each instrument to be executed by Consultant and the Consulting Principals pursuant to this Agreement will, when executed and delivered, be enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally.
Consultant and the. Company acknowledge and agree that Consultant is the holder of the following options (the “Options”) under the NetSpend Holdings, Inc. Amended and Restated 2004 Stock Option and Restricted Stock Plan (the “Plan”): Grant Date Vesting Measurement Date Exercise Price per Share Number of Shares May 8, 2008 March 1, 2008 $3.45 50,000 July 10, 2008 March 1, 2008 $3.45 50,000 July 10, 2008 March 1, 2008 $3.45 200,000 February 5, 2009 February 5, 2009 $3.47 100,000 April 20, 2010 March 25, 2010 $3.78 400,000 If the Release Effective Date occurs, Consultant will, solely for purposes of the Plan and the Options, be considered to have remained in the continuous employ of the Company through the Termination Date, with the effect that the Options will generally continue to vest and become exercisable in accordance with their terms through the Termination Date and Consultant will retain such portions of the Options which shall have vested on or before the Termination Date for 90 days following the Termination Date (or such longer period as may be provided in the relevant Option agreement). Further, if the Release Effective Date occurs, the Company agrees that it shall not, during such time as one or more of the Options remain outstanding, amend any option held by an officer of the Company who is subject to the reporting requirements of Section 16 of the Exchange Act of 1934, as amended, that is substantially similar to one or more of the Options without offering to amend the corresponding Option held by Consultant in a like manner. Any portion of an Option which shall not have vested on or before the Termination Date will terminate on the Termination Date. Notwithstanding the foregoing the exercisability of any Option is subject to Consultant’s continued compliance with the provisions therof relating to any breach by Consultant of any confidentiality, non-solicitation or non-competition agreement between Consultant and the Company or any of its affiliates (including those set forth in Section 6 of the Employment Agreement) and Consultant’s obligation to refrain from engaging in any “Detrimental Activity” (as such term is defined in the agreements (the “Option Agreements”) setting forth the terms and conditions of the Options.
Consultant and the. Company acknowledge and agree that this Agreement constitutes a full, final, and complete settlement of their differences relating to the subject matter hereof and supersedes and replaces any and all other written or oral exchanges, agreements, understandings, arrangements, or negotiations between them relating to the subject matter hereof. The Parties affirmatively state that there are no other prior or contemporaneous agreements, exchanges, representations, arrangements, or understandings, written or oral, between them relating to the subject matter hereof, and that this Agreement contains the sole and entire agreement between them with respect to the subject matter hereof. Consultant and the Company further acknowledge and agree that language proposed for, deleted from, or otherwise changed in any drafts of this Agreement but not included herein shall not in any way affect the rights and obligations of the Parties.
Consultant and the. Company understand and agree that Consultant is an independent contractor and there is no employer- employee relationship, joint venture or partnership created hereby.
Consultant and the. Fines acknowledge that Consultant's services hereunder will provide Consultant and the Fineswith access on a continual basis to confidential and proprietary information concerning the Business, which is not readily available to the public; and that the Company would not enter into this Agreement but for the covenants (the "Restrictive Covenants") contained in this Article VII. Accordingly, Consultant and the Fines agree that:
Consultant and the. Fines acknowledge and agree that (i) Consultant and the Fines have had an opportunity to seek advice of counsel in connection with this Agreement; (ii) the Restrictive Covenants are reasonable in scope and in all other respects; (iii) any violation of the Restrictive Covenants will result in irreparable injury to the Related Entities; (iv) money damages would be an inadequate remedy at law for the Related Entities in the event of a breach of any of the Restrictive Covenants by Consultant or the Fines; and (v) specific performance in the form of injunctive relief would be an adequate remedy for the Related Entities. The Company, Consultant and the Fines agree that if Consultant or the Fines breach or threaten to breach a Restrictive Covenant, the Company (or any of the other Related Entities) shall be entitled, in addition to all other remedies, to an injunction restraining any such breach, without any bond or other security being required and without the necessity of showing actual damages.
