Company Promises. (i) This Agreement is entered into pursuant to Executive’s agreement to these non-compete and non-solicitation provisions. Executive’s agreement to the provisions in Sections 9 through 11 is a material condition of the Company’s entering into this Agreement and continued employment of Executive.
(ii) The Company agrees to provide Executive with access to Confidential Information and in a greater quantity and/or expanded nature than any such Confidential Information that may have already been provided to Executive and with additional opportunities to broaden the Company’s services and develop the Company’s customers in a manner not previously available to Executive including, but not limited to, information regarding the Company’s products and business plan; research results; information supporting patent applications; and Company standard operating procedures related to the Company’s research and development efforts.
(iii) The Company promises that during Executive’s employment with the Company, the Company will provide Executive with the opportunity to develop goodwill and establish rapport with the customer contacts in a greater quantity and/or expanded nature than any such opportunities that may have already been provided to Executive.
(iv) The Company promises that Executive will continue to receive and have access to Confidential Information throughout Executive’s employment with the Company.
Company Promises. (i) This Agreement is entered into pursuant to Executive’s agreement to these non-solicitation provisions. Executive’s agreement to the provisions in Sections 9 through 11 is a material condition of the Company’s entering into this Agreement and continued employment of Executive.
Company Promises. The Company acknowledges and agrees that Executive must have and continue to have throughout the Term the benefits and use of its goodwill and Confidential Information in order to properly carry out Executive’s duties and responsibilities. The Company accordingly promises during the Term to provide the Executive immediate and continuing access to Confidential Information and to authorize Executive to engage in activities that will create new and additional Confidential Information.
Company Promises. (i) This Agreement is entered into in reliance on Consultant’s agreement to these non-compete and non-solicitation provisions. Consultant’s agreement to the provisions in Paragraphs 9 through 11 is a material condition of the Company’s entering into the Agreement and engagement of Consultant.
(ii) Contemporaneously with the execution of this Agreement, the Company agrees to provide Consultant with access to new Confidential Information and in a greater quantity and/or expanded nature than any such Confidential Information that may have already been provided to Consultant and with additional opportunities to broaden the Company’s services and develop the Company’s customers in a manner not previously available to Consultant including, but not limited to, information regarding the Company’s business plan; research results; information supporting patent applications; and Company standard operating procedures related to the manipulation of dendritic cell signaling pathways to enhance immune response, and the activation of apoptotic pathways to mitigate cell therapy toxicity.
(iii) The Company promises that during Consultant’s engagement, the Company will provide Consultant with the opportunity to develop goodwill and establish rapport with the customer contacts in a greater quantity and/or expanded nature than any such opportunities that may have already been provided to Consultant;
(iv) The Company promises that Consultant will continue to receive and have access to new Confidential Information throughout Consultant’s engagement by the Company.
Company Promises. The Company acknowledges and agrees that Employee must have and continue to have throughout the Term the benefits and use of its goodwill and Confidential Information in order to properly carry out Employee’s duties and
Company Promises. (a) Contemporaneously with the execution of this Agreement, the Company agrees to provide Executive with access to new Confidential Information and in a greater quantity and/or expanded nature than any such Confidential Information that may have already been provided to Executive and with additional opportunities to broaden the Company’s and its Affiliates’ services and develop the Company’s and its Affiliates’ customers in a manner not previously available to Executive (including, but not limited to, information regarding new clients and marketing opportunities, plans or strategies for expansion or acquisitions; financial information related to the profits and budgets of the Company and/or its Affiliates, new and additional proprietary information, and review of confidential legal and financial matters).
(b) The Company promises that during Executive’s employment with the Company, the Company and its Affiliates will provide Executive with the opportunity to develop goodwill and establish rapport with the customer contacts in a greater quantity and/or expanded nature than any such opportunities that may have already been provided to Executive.
(c) The Company promises that Executive will continue to receive and have access to new Confidential Information throughout Executive’s employment with the Company.
Company Promises. (i) This Agreement is entered into pursuant to Executive’s agreement to these non-compete and non-solicitation provisions. Executive’s agreement to the provisions in Sections 9 through 11 is a material condition of the Company’s entering into this Agreement and continued employment of Executive.
(ii) The Company agrees to provide Executive with access to Confidential Information including, but not limited to, information regarding the Company’s products and business plan; research results; information supporting patent applications; and Company standard operating procedures related to the Company’s research and development efforts.
(iii) The Company promises that during Executive’s employment with the Company, the Company will provide Executive with the opportunity to develop goodwill and establish rapport with Company customer contacts.
(iv) The Company promises that Executive will continue to receive and have access to Confidential Information throughout Executive’s employment with the Company.
Company Promises. Contemporaneously with the execution of this Agreement, the Company agrees to provide Executive with access to new Confidential Information and in a greater quantity and/or expanded nature than any such Confidential Information that may have already been provided to Executive and with additional opportunities to broaden the Company’s and its Affiliates’ services and develop the Company’s and its Affiliates’ customers in a manner not previously available to Executive (including, but not limited to, information regarding new clients and marketing opportunities, plans or strategies for expansion or acquisitions; financial information related to the profits and budgets of the Company and/or its Affiliates, new and additional proprietary information, and review of confidential legal and financial matters).
Company Promises. In consideration of the agreements, covenants and promises contained in this Agreement:
3.1 Company will pay Employee the gross amount of $1,215,000.00. Such amount shall be paid, subject to normal withholdings and as a W2 payment, on the Effective Date.
3.2 Company will pay Employee the Incentive Compensation (as defined in the Employment Agreement) payable in respect of the 2017 fiscal year, subject to normal withholdings and as a W2 payment, on or before March 15, 2018, subject to Employee’s non-revocation of the release contained in this Agreement.
3.3 Company will transfer to Employee title to the CNG vehicle Company currently furnishes for Employee’s use; such transfer will occur on an “as-is / where-is basis,” without representation or warranty of any kind on the Effective Date .
3.4 All unvested and outstanding stock option awards previously granted by Company to Employee and listed below shall remain outstanding through the Effective Date and will become vested on the Effective Date.
3.5 The post-termination exercise period applicable to the stock option awards previously granted by Company to Employee and listed below will be extended to the termination date listed below, with such extension effective on the Effective Date.
3.6 The unvested restricted stock unit awards previously granted by Company to Employee and listed below shall remain outstanding through the Effective Date and will become vested and payable on the Effective Date; provided, however, that any such restricted stock unit awards that are vested pursuant to this provision and that constitute a non-qualified deferred compensation arrangement within the meaning of Code Section 409A shall be paid or settled on the earliest date coinciding with or following the Effective Date that does not result in a violation of or penalties under Code Section 409A.
3.7 Outstanding Options and Restricted Stock Units • Option #442; termination date: 12/10/18 • Option #583; termination date: 1/2/19 • Option #2058; termination date: 2/27/25 • Option #2396; termination date: 1/5/26 • Option #2668; termination date: 1/13/27 • RSU #2057 • RSU #2397 • RSU #2669
3.8 As long as the Employee pays the full monthly premiums for COBRA coverage, the Company will provide Employee and, as applicable, Employee’s eligible dependents with continued medical and dental coverage, on the same basis as provided to the Company’s active executives and their dependents until the earlier of: (i) September 15, 2018; or (ii) the...
Company Promises. In consideration of the promises contained in this Agreement, Company agrees as follows:
3.1 Company will pay Employee a gross payment of $550,000, subject to normal withholdings, payable as a W2 payment within 7 days following the Effective Date of this Agreement, as defined in paragraph 5.7 herein.
3.2 Company, its parent company, Clean Energy Fuels Corp., and any or all divisions, subsidiaries and successors of the Company (collectively, “Company Releasors”) hereby generally waives, releases and forever discharges Employee from any and all claims, causes of action, damages or costs of any type the Company Releasors may have, prior to the Effective Date, against Employee arising from or in any way connected with Employee’s employment relationship with Company, any actions during that relationship, or the termination of that relationship.
