Accrued Fee a. In case the Consultant elects not to receive the Monthly Fee, the Consultant shall be entitled to an accrued fee equal to the monthly retainer consulting fee of NIS 8,000 in plus VAT, accumulated during the Term (as such is defined below) (the "Accrued Fee"). Unless converted into equity in accordance with Section 3.1.2(b) below, the Accrued Fee shall be payable within thirty (30) days following the date of termination or expiration of this Agreement, against the submission by the Consultant to the Company of a valid invoice in relation to the preceding month. A Tax Invoice will be issued following actual payment transfer of the Accrued Fee, to be wired into an account to be designated by the Consultant and advised in writing to the Company. b. Within 5 (five) days following the termination or expiration of this Agreement, Consultant shall notify in writing to the Company if he desires to convert the Accrued Fee to Ordinary Shares of the Company, par value NIS 0.01 (the "Ordinary Shares" and collectively, the "Conversion"), in lieu of payment of the Accrued Fee. The Conversion shall be calculated based on the average closing price per Ordinary Share during the preceding 30 trading days prior to Consultant's election date with respect to such Conversion. If Consultant shall not notify the Company in the abovementioned manner, the Company shall elect, in its sole discretion, by which specific method as described in this sub section to pay the Consultant the Accrued Fee. c. The Conversion shall be subject to the obtainment by the Company of all (i) applicable corporate approvals, including, without limitation, approvals by the Board and the shareholders of the Company; and (ii) completion of appropriate filings with and obtainment of the required approvals of the Israeli Securities Authority and/or the Tel Aviv Stock Exchange Ltd., (and the OTCQB, if required). In case Consultant elects the Conversion method, yet a regulatory approval (if indeed shall be required) is not obtained, for reasons beyond the Company’s control, this shall not be considered to be a breach by the Company of this agreement, Consultant shall not hold any demand, allegations or claims against the Company, in such event and the Parties shall cooperate in good faith to achieve any other agreed arrangement they deem suitable in this matter. Nothing herein shall be construed as an obligation to grant the Consultant of any Ordinary Shares underlying the Conversion. d. In the event that an...

Accrued Fee. The Company and Executive Agrees that any deferal or unpaid salary shall accrue monthly and be memorialized in the form of an interest bearing corporate promissory note. (a) The Executive and the Company agree that until such time as the Executive is paid his Base Fee, the Executive will accrue his Base Fee amount plus interest, and the accued Base Fee will be transferred, on a quarterly basis, to an five (5%) interest bearing corporate Prommisory Note, and on each quarter the Company and the Executive will sign an ammendment to the Corporate Promissoryt Note, reflecting the additional acrued amount; and (b) Any revenue received by the Executive, generated by the Executives Current Clients, shall be deemed to be part of the Executives right, under the Revenue Share Agreement, to receive one hundred (100%) percent of Adjusted Gross Revenue derived from the Executives Current Clients further deliniated the Executive’s Revenue Share Agreement in a form attached as Exhibit “B”.; and a. For purposes of clarification, the Base Fee amount, payable to the Executive, will not be included in the Adjusted Gross Revenue calculation on revenue generated by the Executives Current Clients. This means that any income derived from the adjusted gross revenue, generated from the Executives current clients will be deducted from the two million Enigma-Bulwark Risk Management, Xxx.Xxxxxxxxxx Agreement Xxxxx XxxxxxxxxxXxxxxxxxx 1, 2019 ($2,000,000) dollars defined in the Executives Revenue Share Agreement in a form attached as Exhibit “B”; and (c) The Base Fee received by the Executive, from revenue generated by the Executives Prospective Clients, the payments shall be deemed to be part of the Calculation of the Adjusted Gross Revenue, as it pertains Executives right to receive twenty-five (25%) percent of Adjusted Gross Revenue derived from the Prospective Clients defined in the Executives Revenue Share Agreement in a form attached as Exhibit “B”; and (d) The Base Fee received by the Executive, from revenue generated by the Executives Prospective Clients, the payments shall be deemed to be part of the Calculation of the Adjusted Gross Revenue, as it pertains Executives right to receive twenty-five (25%) percent of Adjusted Gross Revenue derived from the Company’s products and services defined in the Executives Revenue Share Agreement in a form attached as Exhibit “B”; and

Related to Accrued Fee

Accrued Salary On the Separation Date, the Company will pay you all accrued salary earned through the Separation Date, subject to standard payroll deductions and withholdings. You will receive these payments regardless of whether or not you sign this Agreement.
Accrued Amounts The Company shall pay to the Executive all other amounts accrued or earned by the Executive through the Termination Date and amounts otherwise owing under the then existing plans and policies of the Company, including but not limited to all amounts of compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company.
Accrued Obligations Expiration or termination of this Agreement for any reason shall not release either Party from any obligation or liability which, at the time of such expiration or termination, has already accrued to the other Party or which is attributable to a period prior to such expiration or termination.
Accrued Salary and Paid Time Off On the Separation Date, the Company will pay you all accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to these payments by law.
Accrued Compensation On any termination of the Executive’s employment with the Company Group, the Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans, policies, and arrangements.
Accrued Rights Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.
Definition of Accrued Obligations For purposes of this Agreement, “Accrued Obligations” means: (i) the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and (ii) the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.
Accrued 100% sick leave The use of sick leave under this subsection is at the employee's discretion.
Expenses; Termination Fee (a) Except as set forth in this Section 8.3 and Section 6.12, all fees and expenses incurred in connection with this Agreement and the Offer, the Merger and the other transactions contemplated herein shall be paid by the party incurring such expenses, whether or not the Offer and Merger are consummated. For the avoidance of doubt, Parent shall pay all filing fees payable pursuant to the HSR Act or any other Antitrust Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws in connection with the Merger or the other transactions contemplated by this Agreement. (b) If: (i) (A) this Agreement is validly terminated by Parent or the Company pursuant to Section 8.1(d) or by Parent pursuant to Section 8.1(g), (B) following the date hereof and prior to the time of the termination of this Agreement, an Acquisition Proposal shall have been publicly announced and (C) the Company consummates an Acquisition Proposal (with all references to 15% in the definition of Acquisition Proposal being treated as 50% for purposes of this clause “(i)”) within twelve (12) months after such termination or the Company enters into a definitive agreement within twelve (12) months after such termination to effect an Acquisition Proposal, which Acquisition Proposal is subsequently consummated; (ii) this Agreement is terminated by Parent pursuant to Section 8.1(e); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(f), then in the case of each of clauses “(i)” through “(iii),” the Company shall pay or cause to be paid to Parent, in cash at the time specified in the next sentence, a termination fee in the amount of $7,712,711 (the “Termination Fee”). Any Termination Fee shall be paid: (x) in the case of clause “(i)” of the preceding sentence of this (b), within two (2) Business Days after the consummation of the transactions contemplated by such Acquisition Proposal, (y) in the case of clause “(ii)” of the preceding sentence of this (b), within two (2) Business Days following termination of this Agreement and (z) in the case of clause “(iii)” of the preceding sentence of this (b), concurrently with a termination of this Agreement under Section 8.1(f). Any Termination Fee due under this Section 8.3(b) shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable only once and not in duplication even though the Termination Fee may be payable under one or more provisions hereof. Subject to Section 8.2(b), in the event that Parent shall receive full payment of the Termination Fee, the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Acquisition Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Offer and the Merger (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Acquisition Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions or any matters forming the basis for such termination. (c) The Company and Parent acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company and Parent would not enter into this Agreement. In the event that the Company shall fail to pay the Termination Fee when due, Parent shall be entitled to receive interest on such unpaid Termination Fee and Expenses, commencing on the date that the Termination Fee or such Expenses became due, at a rate equal to the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) and in the event the Parent or Acquisition Sub commences a suit that results in a judgment against the Company for the Termination Fee (or portion thereof), the Company shall pay Parent its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such suit.
Accrued Wages and Vacation; Expenses Without regard to the reason for, or the timing of, Employee’s termination of employment: (i) the Company shall pay the Employee any unpaid base salary due for periods prior to the Termination Date; (ii) the Company shall pay the Employee all of the Employee’s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by law.

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