Code Section 409. To the extent applicable, it is intended that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Release.
Appears in 1 contract
Code Section 409. To the extent applicable, it This Letter Agreement is intended that this Agreement and Release to comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time, and the its implementing regulations and guidance promulgated there under (“Section 409A”). This Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment as may be retroactive necessary or appropriate to avoid the imposition of additional taxes or penalties to Executive pursuant to Section 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent permitted by required to comply with Section 409A). You and Knight agree that your , any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be considered made only in connection with a “separation from service” from the Company with respect to Executive within the meaning of Section 409A. To Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aany expense, amounts that would otherwise be payable and benefits that would otherwise be reimbursement or in-kind benefit provided pursuant to this Agreement and Release during Section does not constitute a “deferral of compensation” within the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes meaning of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, 409A: (i) the amount of such expenses eligible for reimbursement in or in-kind benefits provided to Executive during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in another taxable year and any other calendar year; (ii) any the reimbursements of such for expenses for which Executive is entitled to be reimbursed shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were applicable expense is incurred, except; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, in each casethe event that the Executive is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chairman and Chief Executive Officer I have read and accept this Letter Agreement: Dated: December 10, 2021 In consideration of benefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to reimbursement consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not provide extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Dated: December 10, 2021 As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “deferral Company”), and in consideration of compensation” within my employment with the meaning Company and my receipt of Section 409A or as otherwise set forth in Section 2 of the compensation now and hereafter paid to me by Company, I (the “Executive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement and Release.(the “IP Agreement”):
Appears in 1 contract
Code Section 409. To the extent applicable, it This Letter Agreement is intended that this Agreement and Release to comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time, and the its implementing regulations and guidance promulgated there under (“Section 409A”). This Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment as may be retroactive necessary or appropriate to avoid the imposition of additional taxes or penalties to Executive pursuant to Section 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent permitted by required to comply with Section 409A). You and Knight agree that your , any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be considered made only in connection with a “separation from service” from the Company with respect to Executive within the meaning of Section 409A. To Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aany expense, amounts that would otherwise be payable and benefits that would otherwise be reimbursement or in-kind benefit provided pursuant to this Agreement and Release during Section does not constitute a “deferral of compensation” within the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes meaning of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, 409A: (i) the amount of such expenses eligible for reimbursement in or in-kind benefits provided to Executive during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in another taxable year and any other calendar year; (ii) any the reimbursements of such for expenses for which Executive is entitled to be reimbursed shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were applicable expense is incurred, except; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, in each casethe event that the Executive is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer I have read and accept this Letter Agreement: Dated: June 3, 2020 In consideration of benefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to reimbursement consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not provide extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “deferral Company”), and in consideration of compensation” within my employment with the meaning Company and my receipt of Section 409A or as otherwise set forth in Section 2 of the compensation now and hereafter paid to me by Company, I (the “Executive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement and Release.(the “IP Agreement”):
Appears in 1 contract
Code Section 409. To the extent applicable, it is intended that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code internal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Release.. The Company makes no representation that any or all of the payments described in this Agreement and Release will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. You understand and agree that you shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. We appreciate your service to Knight, and we wish you the best in all your future endeavors. Sincerely yours, Knight Capital Americas LLC By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Executive Vice President, Chief Operating Officer and Chief Financial Officer Knight Capital Group, Inc. On behalf of Knight Capital Americas LLC /s/ Xxxxxx Xxxxx Date: May 10, 2013 Xxxxxx Xxxxx Subscribed and sworn to before me This 10th day of May 2013 NOTARY PUBLIC
Appears in 1 contract
Code Section 409. To the extent applicable, it is intended that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code internal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight we agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and ReleaseAgreement, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and ReleaseAgreement, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and ReleaseAgreement.
Appears in 1 contract
Code Section 409. To the extent applicable, it This Letter Agreement is intended that this Agreement and Release to comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time, and the its implementing regulations and guidance promulgated there under (“Section 409A”). This Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment as may be retroactive necessary or appropriate to avoid the imposition of additional taxes or penalties to Executive pursuant to Section 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent permitted by required to comply with Section 409A). You and Knight agree that your , any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be considered made only in connection with a “separation from service” from the Company with respect to Executive within the meaning of Section 409A. To Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aany expense, amounts that would otherwise be payable and benefits that would otherwise be reimbursement or in-kind benefit provided pursuant to this Agreement and Release during Section does not constitute a “deferral of compensation” within the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes meaning of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, 409A: (i) the amount of such expenses eligible for reimbursement in or in-kind benefits provided to Executive during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in another taxable year and any other calendar year; (ii) any the reimbursements of such for expenses for which Executive is entitled to be reimbursed shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were applicable expense is incurred, except; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, in each casethe event that the Executive is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Chief Executive Officer I have read and accept this Letter Agreement: Xxxxxx X. Xxxxxx Dated: June 3, 2020 In consideration of benefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to reimbursement consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not provide extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Date: As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “deferral Company”), and in consideration of compensation” within my employment with the meaning Company and my receipt of Section 409A or as otherwise set forth in Section 2 of the compensation now and hereafter paid to me by Company, I (the “Executive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement and Release.(the “IP Agreement”):
Appears in 1 contract
Code Section 409. To the extent applicable, it is intended that this Separation Agreement and Release comply with or or, as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended amended, and the regulations and guidance promulgated there under thereunder (“"Section 409A”"). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Separation Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You Employee and Knight Company agree that your this termination of employment shall be considered a “"separation from service” " from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits payable pursuant to this Separation Agreement that are not short-term deferrals or otherwise exempt from Section 409A, which would otherwise be provided pursuant to this Agreement and Release during the six-six month period immediately following your Employee's separation from service service, shall instead be paid on the first business day after the date that is six months following your Employee's termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and ReleaseSeparation Agreement, each amount to be paid or benefit to be provided to you Employee pursuant to this Separation Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect Any reimbursement or advancement payable to Employee pursuant to this Separation Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required under any applicable expense policy. Any amount of expenses eligible for reimbursement under the terms of this Agreement and Releasereimbursement, (i) the amount of such expenses eligible for reimbursement in any taxable year or in-kind benefit provided, during a calendar years shall not affect the amount of expenses eligible for reimbursement in another taxable year and (ii) reimbursement, on in-kind benefit provided, during any reimbursements of such expenses shall be made no later than the end of the other calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the year. The right to any reimbursement does or in-kind benefit pursuant to this Separation Agreement shall not provide be subject to liquidation or exchange for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Releaseany other benefit.
Appears in 1 contract
Code Section 409. To the extent applicable, it This Letter Agreement is intended that this Agreement and Release to comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time, and the its implementing regulations and guidance promulgated there under (“Section 409A”). This Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment as may be retroactive necessary or appropriate to avoid the imposition of additional taxes or penalties to Executive pursuant to Section 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent permitted by required to comply with Section 409A). You and Knight agree that your , any payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be considered made only in connection with a “separation from service” from the Company with respect to Executive within the meaning of Section 409A. To Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409Aany expense, amounts that would otherwise be payable and benefits that would otherwise be reimbursement or in-kind benefit provided pursuant to this Agreement and Release during Section does not constitute a “deferral of compensation” within the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes meaning of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, 409A: (i) the amount of such expenses eligible for reimbursement in or in-kind benefits provided to Executive during any taxable calendar year shall will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in another taxable year and any other calendar year; (ii) any the reimbursements of such for expenses for which Executive is entitled to be reimbursed shall be made no later than on or before the end last day of the calendar year following the calendar year in which the related expenses were applicable expense is incurred, except; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, in each casethe event that the Executive is a “specified employee” (as described in Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Chief Executive Officer /s/ Sxxxxxx Xxxxxx Dated: June 3, 2020 In consideration of benefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to reimbursement consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not provide extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Date: As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “deferral Company”), and in consideration of compensation” within my employment with the meaning Company and my receipt of Section 409A or as otherwise set forth in Section 2 of the compensation now and hereafter paid to me by Company, I (the “Executive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement and Release.(the “IP Agreement”):
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Code Section 409. To the extent applicable, it This Letter Agreement is intended that this Agreement and Release to comply with or as applicableSection 409A of the Internal Revenue Code, constitute a and the interpretative guidance thereunder, including the exceptions for short-term deferral deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administratively administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or otherwise appropriate to avoid the imposition of additional taxes or penalties on him pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be exempt from the paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the Internal Revenue Code Code. In the case of 1986any reimbursement payment which is required to be made promptly under this Letter Agreement, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release such payment will be administered and interpreted made in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made all instances no later than the end December 31, of the calendar year following the calendar year in which the related expenses were incurredobligation to make such reimbursement arises. Notwithstanding the foregoing, exceptif any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, in each casethen for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, By: /s/ Exxx Xxxxx Name: Exxx Xxxxx Title: Chief Executive Officer I have read and accept this employment offer: /s/ Sxxxxxx Xxxxxx Dated: September 28, 2018 In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to reimbursement consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not provide for extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with Zxx Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “deferral Company”), and in consideration of compensation” within my employment with the meaning Company and my receipt of Section 409A or the compensation now and hereafter paid to me by Company, I (sometimes referred to as otherwise set forth in Section 2 of the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement and Release.(the “Intellectual Property Agreement”):
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