Payment and Other Consideration Sample Clauses

Payment and Other Consideration. The Employer will, after receipt of an executed Agreement and Release, and after the expiration of all rescission periods regarding that Release, provide the Employee with the following consideration:

Payment and Other Consideration. 2.1 The Company acknowledges that it has received loans (the “Loans”) from the Subscriber, and that the balance currently due from the Company to the Subscriber pursuant to the Loans is an aggregate principal amount of $150,000 (the “Indebtedness”). The Company and the Subscriber agree to apply the amount of the Indebtedness in payment of the Subscription Proceeds and, upon delivery of a signed copy of this Subscription Agreement to the Subscriber together with a certificate evidencing the Shares registered as provided in this Subscription Agreement (the “Share Certificate”), the Loans shall be paid in full as to $150,000 in principal, 2.2 leaving no principal balance. Interest that has accrued on the Loans will be paid by the Company to the Subscriber in cash on the date of subscription. 2.3 All dollar figures refer to $USD. 2.4 As further consideration for the agreement of the Subscriber to convert the Indebtedness to Shares, the Company agrees to require the cancellation of 108,000,000 restricted common shares by its principal Rxxxxx Xxxxx, and represents and warrants that Mx. Xxxxx has agreed to said cancellation based on the agreements and covenants of the Subscriber contained in this Agreement. 2.5 As further consideration of the agreements and covenants of the Company contained in this Agreement, the Subscriber agrees to subscribe for Company shares in the Company’s next financing offering expected to be $200,000 (the “Minimum Offering”). The Subscriber agrees to subscribe up to $100,000 for shares issued at a minimum price of $0.25 for half of any shortfall from the Minimum Offering that the Company is otherwise unable to place.

Payment and Other Consideration. In consideration of the agreements and covenants set forth in this Agreement, (a) the Company agrees to pay Employee $550,000 (the “Payment”) in a lump sum on the later of i) August 1, 2012, (ii) the expiration of the revocation period described in Section 17, or (iii) the return of Company property described in Section 7, subject in each case to applicable payroll withholdings; (b) the Company agrees to pay relocation expenses up to $15,000.00 and travel expenses to Employee up to $15,000; (c) the Company agrees to reimburse Employee for preapproved business expenses incurred up to and including August 1, 2012 on behalf of the Company, including a relocation expense in the amount of $12,000; (d) the Company agrees to pay Employee $3,000 for costs associated with preparation of Employee’s federal and state tax returns; (e) the Company agrees to permit Employee continued use of the corporate apartment he currently occupies through October 31, 2012, and Company will consent to Employee’s request to assume responsibility for apartment lease after October 31, 2012; and (f) on the date this Agreement is executed, Grantors agree to enter into and perform a Restricted Stock Award Agreement with Employee in substantially the form attached hereto as Exhibit I. The Company agrees that the terms of the Restricted Stock Award Agreement attached as Exhibit I are expressly incorporated into this Agreement as if fully stated verbatim herein. Employee agrees to indemnify, defend, and hold the Company and the Released Parties (as defined in Section 3) harmless from any claims, demands, deficiencies, assessments, executions, judgments, or recoveries by any governmental entity for any amounts claimed due on account of this Agreement or pursuant to claims made under any federal or state tax laws, and any costs, expenses, or damages sustained by the Company resulting from the payments under this Agreement. Employee further certifies: “Under penalties of perjury, I certify (1) that the number shown below is my correct taxpayer identification number (“SSN”), and (2) that I am not subject to backup withholding because (a) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the Internal Revenue Service has notified me that I am no longer subject to backup withholding.”

Payment and Other Consideration. A. Primal shall pay and deliver or cause to be paid and delivered to CyberSource in immediately available funds in the form of either a certified check or wire transfer the sum of ONE HUNDRED THOUSAND DOLLARS (USD$100,000.00) (the “Settlement Amount”), within five (5) business days of the date on which the last Party to execute this Agreement signs this Agreement and provides a fully-executed signature page to the other Parties. B. The above payment by Primal shall be accepted by CyberSource in full settlement and satisfaction of all obligations of any and all Primal Parties pursuant to the Loan Documents and any and all other obligations of any kind whatsoever owed by any Primal Party to any CyberSource Party or its predecessors in interest. C. The CyberSource Parties’ releases as more particularly set forth in Section 3, below, are expressly conditioned on receipt of the Settlement Amount. Upon receipt of the Settlement Amount, CyberSource promptly shall deliver or cause to be delivered to Primal for cancellation originals or copies of each of the Loan Documents, to the extent such documents have not previously been delivered to a Primal Party for cancellation; provided that in the event CyberSource is not able to locate and, therefore, does not return all of the originals of the Loan Documents to Primal, the Primal Parties and CyberSource Parties hereby deem any and all unreturned originals to have been canceled and of no further force and effect. D. Effective immediately upon receipt by CyberSource of the Settlement Amount, each CyberSource Party hereby releases and terminates any and all of its interest in the security interests it had, has or may have upon any assets (real and personal) of any Primal Party (including, without limitation, any security interests it has pursuant to the Security Agreement). The CyberSource Parties agree that, upon the effectiveness of such releases, it hereby grants to the Primal Parties the right and authority to take, or cause to be taken, at the Primal Parties’ sole cost and expense, all appropriate action, and to do, or cause to be done, all things reasonably necessary, proper, or advisable in order to effectuate such release and termination (including, without limitation, approving and/or signing any termination statement necessary to release the financing statement and other UCC filings previously filed with the California Secretary of State, the United States Patent and Trademark Office, or any similar governmenta...

Payment and Other Consideration. In consideration of Xxxxxx'x acceptance of this Agreement, Longs will provide the following: (a) Payment to Xxxxxx a total of Three Hundred Ninety One Thousand Eight Hundred Ninety Five Dollars ($391,895.00) subject to the conditions stated in Paragraph 4 below, as follows: One Hundred Ninety Five Thousand Nine Hundred Forty Seven Dollars ($195,947.00) on January 31, 2002, and One Hundred Ninety Five Thousand Nine Hundred Forty Eight Dollars ($195,948.00) on January 2, 2003. (b) Transfer of clear title to Xxxxxx of the leased 2000 Buick Park Avenue automobile presently used by Xxxxxx. Said transfer will take place on Xxxxxx'x effective date of retirement. A form 1099 will be issued to Xxxxxx reflecting the value of said automobile. (c) The Agreement for Termination Benefits in the Event of a Change in Control entered into between Xxxxxx and Longs shall remain in effect until January 31, 2004, including a "best pay" amendment as authorized by the Board of Directors in November 2001. For calculating the annual compensation under said agreement, the amount of compensation (both base salary and bonus) received by Xxxxxx and included in Xxxxxx'x xxxxx income for federal income tax purposes during the taxable year 2000 will by used as if Xxxxxx had received said amount each year during the immediate preceding five years prior to the change in control. Any tax obligations of Xxxxxx, and tax liability therefore, including any penalties and interest based upon such tax obligation, that arises from the benefits and payments made to him under this Agreement will be Xxxxxx'x responsibility and liability unless the Parties agree otherwise in a written modification, signed by both Parties to this Agreement. Longs will report each payment provided for in Section 3(a) of this Agreement on form W-2 for the tax year in which the payment was made.

Payment and Other Consideration a. After the effective date of this Agreement, the City shall deliver to Employee through his attorney, Xxxxx Xxxxx, a check payable to Xxxx “Xxx” Xxxxxx in the amount of $15,000.00. The amount of $15,000.00 is to reimburse Employee in part for the cost of health care premiums he paid for out-of-pocket. Employee agrees, however, that if any state or federal taxing authority should ever determine that the money received by him under this Agreement constitutes taxable wages, in whole or in part, Employee will, upon written demand, indemnify the City for any and all tax liabilities, including but not limited to all contributions, penalties and interest, if any, required to be paid by the City on behalf of Employee for Employee social security tax contributions and income tax withholding.

Payment and Other Consideration. A. PRIMAL SOLUTIONS shall pay and deliver to TOWER 17 in immediately available funds in the form of either a certified check or wire transfer the sum of $200,000.00 (the “Settlement Amount”), within thirty (30) days of the date on which the last Party to execute this Agreement signs the Agreement and provides a fully-executed original signature page to the other Party. B. The above payment by PRIMAL SOLUTIONS shall be accepted by TOWER 17 in full settlement, resolution and discharge of all obligations pursuant to the Promissory Note and any and all other obligations of any kind whatsoever owed by PRIMAL SOLUTIONS to TOWER 17 or its predecessor in interest. C. TOWER 17’s releases as more particularly set forth below, are expressly conditioned on actual receipt of the Settlement Amount and such clearance, honor and transfer of such funds into the account or accounts of TOWER 17. Should PRIMAL SOLUTIONS fail to make payment as required under this Agreement, the entire balance due pursuant to the Promissory Note of $337,430.11, as of April 30, 2007, along with additional interest accruing from April 30, 2007 and reasonable attorney’s fees, are due and TOWER 17’s compromise of the amount due is of no force and effect. Once payment of the Settlement Amount has been received, cleared, honored and transferred into the account or accounts of TOWER 17, TOWER 17 shall promptly return the original Promissory Note to PRIMAL SOLUTIONS for cancellation.

Payment and Other Consideration. As consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:

Payment and Other Consideration. 2.1 In consideration of the releases set forth above, and of City’s guarantee to dedicate one thirty-eight feet (38’) wide unrestricted full access to Xxxx Xxx Avenue for ingress and egress to the Bombay Parcel with left and right turns in and out to be located generally on the “easterly side” of the Bombay Parcel, and subject to the execution of this Settlement Agreement, Defendants shall pay to City the sum of SEVENTY THOUSAND DOLLARS AND ZERO CENTS ($70,000.00) (“Cash Payment”) on the Effective Date of this Agreement. 2.2 In further consideration of the release set forth above, and of City’s determination that another access thirty-eight feet (38’) wide unrestricted full access to Xxxx Xxx Avenue for ingress and egress to the Bombay Parcel with left and right turns in and out may be constructed for the Bombay Parcel, such second access to be located generally on the “northerly side” of the Bombay Parcel, as distinct from the “easterly side” of the Bombay Parcel, and subject to the execution of this Settlement Agreement, Bombay shall pay to City the sum of TEN THOUSAND DOLLARS AND ZERO CENTS ($10,000.00) (“Additional Cash Payment”). This Additional Cash Payment is payable upon the earliest date on which City confirms, in its sole discretion, that a second access may be constructed for the Bombay Parcel, such second access to be located generally on the “northerly side” of the Bombay Parcel, as distinct from the “easterly side” of the Bombay Parcel. 2.3 If in City’s determination, another access may not be constructed to the Bombay Parcel generally on the “northerly side” of the Bombay Parcel, as distinct from the “easterly side” of the Bombay Parcel, pursuant to Section 2.2, City shall pay to Bombay TEN THOUSAND DOLLARS AND ZERO CENTS ($10,000.00) (“Liquidated Damages”). This Liquidated Damages payment is payable upon the earliest date on which City confirms, in its sole discretion, that a second access may not be constructed on the Bombay Parcel. 2.4 In further consideration of the releases set forth above, and subject to the execution of this Settlement Agreement, Bombay shall convey via quitclaim deed to City title to the portion of the Bombay Parcel (“Property Payment” and in combination with “Cash Payment,” “Total Payment.”) depicted in the attached Exhibit B (“Bombay Parcel Portion”) as soon as is reasonably practicable after the Effective Date of this Agreement and upon City completing the platting. The Parties agree that this Bombay Parcel Portio...

Payment and Other Consideration. 1.1. Employee shall be entitled to the following payments from DSS: (a) If the Restricted Stock Proceeds (as defined in Section 1.6) shall be less than $212,000, DSS shall pay Employee, in cash or stock at the option of DSS, within thirty days after the end of the Restricted Stock Sale Period (as defined in Section 1.6) the difference between the Restricted Stock Proceeds and $212,000. If DSS chooses to issue additional shares of stock pursuant to the immediately preceding sentence, DSS agrees to issue such shares promptly and to cooperate with Employee in any such disposition by Employee of such shares. (b) The payments, if any, payable under Section 1.1(a) shall includes payment of all unused eligible PTO (Paid Time Off), including without limitation vacation days and sick days. 1.2. Employee shall receive reimbursement by DSS for all reasonable business expenses incurred prior to the Termination Date in accordance with DSS’s policies. 1.3. Any applicable payments hereunder shall be less required withholdings for taxes and benefit plan contributions (if any). 1.4. Concurrent with, or shortly after, the execution of this Agreement, DSS and Employee anticipate executing a Consulting Agreement (the “Consulting Agreement”). Employee acknowledges and agrees that during the period of this agreement, he will comply with and be subject to DSS’s xxxxxxx xxxxxxx policy during the term of the Consulting Agreement. 1.5. Subject to the approval of the Compensation and Management Resources Committee of the Board of Directors of the Company, DSS and Employee agree that the “Expiration Date,” as that term is used in that certain Stock Option Agreement, dated December 20, 2006, between DSS and Employee regarding an option to purchase 40,000 shares of the Company’s Common Stock, shall be amended to “November 1, 2009.”