Consideration by the Company. In consideration for Employee’s promises made herein, the Company agrees to the following, which Employee acknowledges and agrees is full and adequate consideration for Employee’s execution of this Agreement:
Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Release, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twenty-one (21) days after delivery of this Agreement and Release to Employee by the Company, and (z) timely execution and delivery (without revocation) to the Company of the “bring-down” release of claims attached hereto as Annex B (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”):
(i) solely for purposes of the Phase 1 ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions of Employee’s Construction Incentive Award Agreement with Tellurian Services LLC, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”), Employee’s termination of employment with the Company Group on the Separation Date shall be treated as a “Termination Without Cause” (as defined in the CIP Award), such that the Phase 1 and Phase 2 portions of the CIP Award shall remain outstanding and eligible to vest in accordance with the “Vesting Schedule” set forth in the CIP Award (without regard to the continued service condition therein) and the other terms and conditions of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” (as defined in the CIP Award) on or before April 17, 2028, (y) Employee’s continued compliance with the “Restrictive Covenants” (as defined in the CIP Award), and (z) Employee’s timely execution and delivery (without revocation) of the “Release” (as defined in the CIP Award); provided, that, in accordance with the CIP Award, if a “Change of Control” (as defined in the CIP Award) occurs within six (6) months following the Separation Date, any then-unvested portion of the Phase 1 and Phase 2 portions of the CIP Award shall immediately vest and become payable in full in accordance with the terms and conditions of the CIP Award (including clauses (y) and (z) above); and
(ii) for purposes of Employee’s Long Term Incentive Award Agreement with the Company, effective as of January 13, 2022 (the “Outstanding ICP LTI Award”), with respect to the 985,436 “Tracking Units” described therein, all unvested...
Consideration by the Company. As separate consideration for my waiver and release of claims as found in paragraph 3(a) of this agreement, provided I sign, return, and do not revoke this Election for Additional Compensation and Release Agreement, within the applicable time frame, I will receive the following:
Consideration by the Company. For and in consideration of the promises made by the Employee in this Agreement, the Company shall:
a. Provide for the payments and benefits described in Section 2 of the Transition and Separation Agreement by and between Employee and the Company dated March 31, 2023 (the “Separation Agreement”).
b. With the exception of any claim arising from fraud, illegal activity or dishonesty, the Company and its subsidiaries, related companies, parents, successors and assigns agrees to forever unconditionally release, waive and discharge Employee and his heirs, executors, administrators successors and assigns from any and all claims, debts, liabilities, promises, agreements, demands, causes of action, attorneys’ fees, losses and expenses of every nature whatsoever, known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the Release Effective Date of this Agreement, or arising out of or in connection with Employee’s employment with the Company or any affiliate of the Company.
c. The Company agrees and promises that it will not engage in any disparaging conduct directed at Employee, and the Company shall refrain from making any derogatory statements or disparaging behavior concerning Employee in the future.
Consideration by the Company. For and in consideration of the promises made by the Employee in this Agreement, the Company shall:
a. Provided for the continued payment of Employee’s base salary through December 31, 2023 and allow those shares of Restricted Stock that otherwise would be released on February __, 2023 had Employee been employed on such date to be released and not be held in suspense for two years as required under a Qualified Retirement that are unvested and outstanding as of the Retirement Date.
b. With the exception of any claim arising from fraud, illegal activity or dishonesty, the Company and its subsidiaries, related companies, parents, successors and assigns agrees to forever unconditionally release, waive and discharge Employee and his heirs, executors, administrators successors and assigns from any and all claims, debts, liabilities, promises, agreements, demands, causes of action, attorneys’ fees, losses and expenses of every nature whatsoever, known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the Release Effective Date of this Agreement, or arising out of or in connection with Employee’s employment with the Company or any affiliate of the Company.
c. The Company agrees and promises that it will not engage in any disparaging conduct directed at Employee, and the Company shall refrain from making any derogatory statements or disparaging behavior concerning Employee in the future.
Consideration by the Company. In consideration of your agreement to retire, your release, and your other agreements as set forth in this Agreement, the Company will provide you with the benefits specified in this Section. You acknowledge that you are not otherwise entitled to the consideration provided in this Section. In the event of your death prior to the payment of any of the amounts set forth in this Section, your entitlement to such consideration will not be adversely affected and any payments for which a beneficiary has not already been duly designated will be paid to your estate.
Consideration by the Company. The Company hereby agrees to pay or ---------------------------- provide to Employee the following:
a. As severance, One Hundred Thirteen Thousand Eight Hundred Fifteen and no/100 ($113,815.00) Dollars, payable in thirteen (13) equal installment of Eight Thousand Seven Hundred Fifty-Five and no/100 ($8,755.00) (subject to normal required withholding taxes) biweekly beginning October 11, 1996 and continuing through March 28, 1997;
b. Continuation until midnight October 1, 1996, of to health care benefits provided to Employee as of the date of this Agreement. (In order to continue such benefits, Employee shall elect continuing health care coverage under COBRA effective October 1, 1996):
c. Options covering 10,000 shares of the Common Stock, par value $0.01 per share, exercisable until October 1, 2001, such options to be evidenced by an option agreement in the form attached hereto as Exhibit "B" and to be granted pursuant to and subject to the terms of the Company's 1992 Stock Option Plan;
Consideration by the Company a) Within eight business days after Employee executes this Agreement and Employee and his counsel each provide to the Company the below requested forms, the Company agrees to deliver to counsel for Employee:
1) A check made payable to "Xxxxxx Xxxxx" in the total gross amount of$10,000.00 for Employee's claim for emotional distress;
2) A check made payable to "Client Trust Account of the Xxxxxxx Law Firm" in the amount of $6,666.00.00; and
3) A check made payable to "Xxxxxx Xxxxx" in the gross amount of $3,334.00, less applicable deductions and withholdings.
b) The Company will issue 1099 forms to Employee for payments set forth in paragraphs 2(a)(l) and 2(a)(2). Employee hereby acknowledges and agrees that he is solely responsible for all tax obligations, if any, including but not limited to all reporting and payment obligations, which may arise as a consequence of this settlement. Employee hereby agrees to indemnify and hold the Company harmless from and against any and all loss, cost, damage or expense, including without limitation, attorney's fees incurred by the Company, arising out of any dispute over the tax treatment of the proceeds received by Employee as a result of this settlement.
Consideration by the Company. In consideration of and in return for the promises and covenants undertaken by the Company and Employee herein, and the releases given by each of the Parties herein:
a. The Employee will continue as CEO and Member of the Board of Directors during the six-month notice period ending May 31, 2018 on the following terms. If a new CEO is hired during the notice period, Employee will continue to be employed as a Special Advisor to the Company for the remainder of the six-month notice period, working on discreet projects at the direction of and in the discretion of the Board of Directors. Employee may spend reasonable time searching for alternate employment during the six-month notice period. If Employee does leave to start other full-time employment, he will forfeit additional payments that would have been due during the remainder of the six-month notice period. Employee will resign as a member of the Board of Directors of the Company at the request of the Board at any time during the six-month notice period. If not requested by the Board, Employee’s membership on the Board of Directors will terminate at the conclusion of the six-month notice period.
b. During the six-month notice period commencing as of December 1, 2017, the Company will pay Employee base salary at the rate of TWENTY THOUSAND DOLLARS ($20,000.00) per month, less normal withholdings. Employee will continue to be reimbursed for all out-of-pocket expenses incurred in the regular discharge of his duties, as specified in the Executive Employment Agreement. Further, during the six-month notice period that Employee continues to be employed by the Company, Employee may continue to participate in the Company’s health insurance plan and accidental death and disability insurance plan for employees on the same terms as offered to other employees of the Company.
c. On or about April 6, 2017, the Company awarded Employee options to purchase 87,500 shares of the Company’s common stock at a price of $2.50 per share (the “2017 Options”), 45% of which vested upon grant, with the remainder vesting at the rate of options to purchase 1,458 shares per month for the succeeding thirty-three (33) months following the grant. On or about the same date, the Company awarded Employee 87,500 shares of restricted common stock of the Company (the “2017 RSAs”), 40% of which vested upon grant, with the remainder vesting at the rate of 17,500 shares per year for the succeeding three (3) years following the grant. On or about Nove...
Consideration by the Company. In consideration of and in return for the promises and covenants undertaken by the Company and Employee herein, and the release given by Employee herein:
a. The Company will pay Employee the sum of FORTY THOUSAND DOLLARS ($40,000.00), less normal payroll deductions.
b. The Company and Employee acknowledge that the money described in paragraph 5 is not required by the Company’s policies or any contract.
c. The Company makes no representations as to the tax treatment or legal effect of the payment called for in paragraph 5, and Employee is not relying on any statement or representation of the Company in this regard. Employee understands and agrees, that regardless of whether assessed to Employee or against Company, Employee will be solely responsible for the payment of any taxes and penalties assessed on the sum, including any payment or penalty assessed under any legislation and any payment or penalty assessed due to the timing of the payment. Employee will defend, indemnify and hold the Company harmless from and against any claims resulting from any treatment of such payment as non-taxable.
d. Employee agrees that the money and benefits described in this Agreement are greater than the amount that Employee would have received under the Company’s policies or the Executive Employment Agreement.
e. The Company does hereby acknowledge full and complete satisfaction of and does hereby release, absolve and discharge the Employee from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, debts, orders and liabilities of whatever kind in nature of law, equity or otherwise, whether known or unknown to the Company which the Company now owns or holds or has at any time owned or held as against the Employee. Additionally, the Company in any future claims may not use against the Employee as evidence in any acts or omissions by or on the part of the Employee committed or omitted on or before the Effective Date hereof, and no such future claims may be based on any such acts or omissions. Also, without limiting the generality of the foregoing, the Company specifically releases the Employee from any claim for attorney’s fees.
f. The Company agrees and understands as follows: it is the intention of the Company in executing this instrument that it shall be effective as a bar to each and every claim, demand, grievance, and cause of action hereinabove specified. In furtherance of this intention, the Company hereby expressly waiv...
