Consulting Payment. In the event of the Executive’s Involuntary Termination, if (i) the Executive reconfirms and agrees to abide by the covenants described in Section 14(a) and (c) above, (ii) the Release Requirements are satisfied by the Payment Date, and (iii) the Executive agrees to provide the consulting services described in Section 14(f) below, then in consideration for such covenants and consulting services, the Company shall pay the Executive, in one (1) cash lump sum, an amount (the “Consulting Payment”) in cash equal to the sum of (X) the Executive’s Annual Base Salary as in effect on the Date of Termination, plus (Y) the greater of the Executive’s Average Annual Bonus or the Executive’s Target Bonus on the Date of Termination. If the requirements of this Section 14(e) are satisfied, the Consulting Payment shall be paid during the thirty (30) day period commencing on the earlier of (i) the expiration of the six (6) month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death.
Consulting Payment. At Closing, and in consideration for his agreement to serve CCC on a consulting basis after the Closing, Xxxx XxXxxxxx will receive from CCC, by company check, $250,000 plus options to purchase 50,000 shares of CCC Common Stock, at a purchase price equal to the fair market value of the underlying shares of CCC Common Stock on the Closing Date and exercisable immediately for 25,000 shares and exercisable with respect to the remaining 25,000 shares at the end of the one year period after the Closing Date (it being agreed that such options shall be issued in accordance with CCC's 1997 Long-Term Incentive Plan and will have the vesting provisions established by the Compensation Committee of the Board of Directors of CCC).
Consulting Payment. HPB shall enter into an agreement, in a form to be agreed upon by the Parties acting reasonably, to repay the $45,000 plus HST owing to Westhampton Professional Services Inc., with such payment to occur on the Effective Date (the “Consulting Payment”).
Consulting Payment. A single, lump-sum payment equal to the prorated portion of your annual bonus for the 2022 fiscal year under the Company’s annual bonus plan, determined by multiplying your Target Bonus on the Separation Date by a ratio equal to the number of completed days of employment in the fiscal year prior to and including the Separation Date, divided by the total number of days in such fiscal year, based on actual annual incentive plan earnout calculations to be paid at the end of the fiscal year when the awards are calculated and paid.
Consulting Payment. The Parties covenant and agree that, with respect to any Earn-Out Payments, prior to making any distributions in accordance with the Earn-Out Allocations, Buyer shall pay the first 2.5% of any such Earn-Out Payment to Zan Design & Associates in consideration for consulting services performed by Zan Design & Associates. Thereafter, the remainder will be distributed in accordance with the Earn-Out Allocations as specified in Section 2.7(b). 6.6 Responsibility for Filing Tax Returns and Payment of Taxes 33 6.6 Cooperation on Tax Matters 34 7. Conditions to Obligation to Close 35 7.1 Conditions to Buyer’s Obligation 35 7.2 Conditions to Sellers’ Obligation 36 8. Remedies for Breaches of this Agreement 37 8.1 Survival of Representations and Warranties 37 8.2 Indemnification Provisions for Buyer’s Benefit 37 8.3 Indemnification Provisions for Sellers’ Benefit 38 8.4 Matters Involving Third Parties 38 8.5 Determination of Adverse Consequences 40 8.6 Release 40 8.7 Purchase Price Adjustment 40 10. Termination 40 10.1 Termination of Agreement 40 10.2 Effect of Termination 40 11. Miscellaneous 41 11.1 Nature of Sellers’ Obligations 41 11.2 Press Releases and Public Announcements 41 11.3 No Third-Party Beneficiaries 41 11.4 Entire Agreement 42 11.5 Succession and Assignment 42 11.6 Counterparts 42 11.7 Headings 42 11.8 Notices 42 11.9 Governing Law 43 11.10 Amendments and Waivers 43 11.11 Severability 43 11.12 Expenses 43 11.13 Relationship 44 11.14 Construction 44 11.15 Incorporation of Exhibits, Annexes, and Schedules 44 11.16 Specific Performance 44 11.17 Submission to Jurisdiction 44 Exhibit A Form of Endorsement Agreement Exhibit B Form of Escrow Agreement Exhibit C Financial Statements Exhibit D-1 Employment Agreement with Rxxx Xxxxxxxxx Exhibit D-2 Employment Agreement with Sxxxx Xxxxxxxxx MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”) is entered into on September 29, 2006, by and among CROCS, Inc., a Delaware corporation (“Buyer”), each of the parties listed as “Sellers” on the signature pages hereto (each a “Seller” and collectively, “Sellers”), and Rxxx Xxxxxxxxx, as Member Agent (as hereinafter defined). Buyer, Sellers and Member Agent are referred to collectively herein as the “Parties”. Sellers in the aggregate own all of the outstanding Membership Interests of Jibbitz, LLC, a Colorado limited liability company (“Target”). This Agreement contemplates a transaction in which Buyer will purchase from Se...
Consulting Payment. The Parties covenant and agree that, with respect to any Earn-Out Payments, prior to making any distributions in accordance with the Earn-Out Allocations, Buyer shall pay the first 2.5% of any such Earn-Out Payment to Zan Design & Associates in consideration for consulting services performed by Zan Design & Associates. Thereafter, the remainder will be distributed in accordance with the Earn-Out Allocations as specified in Section 2.7(b).
Consulting Payment. The Company agrees to pay Consultant a fixed fee of $2,500.00 per day for the performance of Consulting Services during the Consulting Period (the “Consulting Payment”). The Consulting Payment shall be paid monthly in arrears following the receipt of a written invoice from the Consultant. Consultant agrees to adhere to the expectation provided to Consultant for each project on which Consultant is performing services during the Consulting Period from Sxxxxxx Xxxxxx or his designee (each, a “Company Leader”); provided, however, the Parties agree that Consultant will not perform Consulting Services that exceed 8 hours per day or exceed one day per week, unless agreed upon in writing between Consultant and a Company Leader. Any services provided in excess of the anticipated consulting time shall be paid a rate of $312.50 per hour. Except for the Consulting Payment, Consultant shall not be entitled to any other benefits or compensation from the Company or any of their affiliates with respect to the Consulting Services; provided that the parties agree that Consultant’s performance of Consulting Services during the term of the Consulting Agreement shall be considered Active Service to the Company under the 2021 Omnibus Incentive Plan, Restricted Stock Unit Award Agreement. Consultant shall be solely responsible for payment of any taxes with respect to amounts received from the Company hereunder. All Consulting Payments shall cease upon the Termination Date.
Consulting Payment. (a) Subject to the terms and conditions set forth in the Consulting Agreement and this Section 2.4, following the Closing, a to-be-formed company directly owned by Sellers and certain other individuals acceptable to Buyer (provided that such each such individual is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the U.S. securities laws and each executes a certificate or other document pursuant to which such individual makes similar “Investment” representations as Sellers) (“Consulting Affiliate”) shall be eligible to receive 3,960,000 shares of RWB Stock, which is an aggregate number of shares of RWB Stock equal to the quotient of $15,000,000, multiplied by a 1.32 exchange rate) divided by the Fixed Stock Price, subject to satisfying the Milestones set forth in the Consulting Agreement (the “Consulting Payment”). The Consulting Payment, if any, shall be calculated as set forth in this Section 2.4.
Consulting Payment. During the Consulting Term, the Company shall pay the Executive an annual consulting payment of $475,000 (the “Consulting Payment”), prorated on a monthly basis for any partial year. The Consulting Payment shall be payable in substantially equal installments over a period of thirteen (13) months following the Retirement Date, commencing no sooner than the Release Date, as defined in Paragraph 10(c).
Consulting Payment. The Board of the Company has determined that in the best interest of its shareholders it will issue 225,000 restricted shares of its restricted common stock to the Board Member for his continued aforementioned Services to the Company. The restricted common stock issuances are considered appropriate additional annual compensation for active board duties. All share grants will be subject to Rule 144 and will have a six-month holding period. If the director voluntarily leaves the Board during this 6-month holding period then the share grants will be rescinded. Relevant value of these unregistered shares shall be deemed for tax and accounting purposes to be $0.08 per share, due to the illiquid nature of the common shares and the financial condition of the Company. It is understood that the Company will issue a Form 1099 for the tax year ending 2023 for the relevant value of each share allocation of $0.08 per share of common stock once the 6-month holding period has lapsed.
