Valuable Consideration. 2.1 [Benefits to be provided to be specified here.]1
2.2 Employee acknowledges that some of the benefits described above are over and above anything owed to him/her by law, contract or under the policies of the Company, and that they are being provided to Employee expressly in exchange for his entering into this Agreement. Except as specified in this Section 2, or otherwise expressly provided in or pursuant to the Agreement, Employee shall be entitled to no compensation, benefits or other payments or distributions, and references in the release of claims below against the Company shall be deemed to also include reference to the release of claims against all compensation and benefit plans and arrangements established or maintained by the Company and its affiliates. All amounts otherwise payable under this Agreement shall be subject to customary withholding and other employment taxes, and shall be subject to such other withholding as may be required in accordance with the terms of this Agreement. 1Note: Benefits to be specified shall the benefits provided by Sections 5(e) or 5(f) of the Employment Agreement, as applicable, as well as a reference to any other payments owed to Employee at the time of termination (e.g., vesting of equity awards).
Valuable Consideration. The Seller declares that this power of attorney of the Buyer is given for valuable consideration and is irrevocable from the date of this power of attorney until the Shares are registered in the name of the Buyer.
Valuable Consideration. 2.1. Company agrees to provide Executive with all payments and benefits set forth in section 4 of the Employment Agreement in accordance with the terms set forth therein (“Severance”).
2.2. Executive acknowledges that the benefits described above are being provided to his expressly in exchange for his entering into this Agreement.
Valuable Consideration. Owner is entering into this Agreement in consideration for, and as an inducement to his execution of the Purchase Agreement and the consummation of the transactions contemplated thereby and the commitment of the Parent Company to perform its obligations undertaken therein, which Owner acknowledges is adequate, valid and legal consideration for his execution of this Agreement.
Valuable Consideration a. If Executive signs this Agreement, and provided that Executive does not breach this Agreement, the Company shall provide the following benefits to Executive:
i. The Company shall provide Executive with continued healthcare coverage consistent with pre-separation elections, subject to the Executive electing continued coverage under COBRA and paying the same employee share that Executive paid pre-separation, until the earlier of (i) September 1, 2020 or (ii) the date the Executive becomes eligible for coverage under a plan offering benefits that are substantially similar, on the whole, to those provided by the Company’s healthcare plans, whether through a new employer or coverage under a spouse’s plan (“Severance Payment”).
ii. The Company shall pay Executive the Consulting Fee for the Consulting Services to be provided by Executive, as specified and defined in Sections 14 through 17 hereof.
b. The Company will allow Executive to retain his 2015 options, vest the remaining 25% effective November 1, 2019 and extend the exercise period to August 31, 2022, the expiration date in the CarLotz, Inc. 2011 Stock Incentive Plan Share Option Agreement dated November 1, 2015 (“Option Agreement”); provided further that if, at a later date, the 2015 options are extended for active Company employees past their expiration date of August 31, 2022, the same extension shall apply to Executive’s options under the Option Agreement.
Valuable Consideration. The Company shall provide Executive with the retention benefit set forth in Paragraph 1(a) (the “Separation Benefits”). Executive acknowledges and agrees that the Separation Benefits constitute adequate legal consideration for the promises and representations made by Executive in this Agreement. Executive’s receipt of the Separation Benefits is contingent upon Executive complying with the following conditions: (i) this Agreement must become effective, as set forth in Paragraph 5 below and (ii) Executive must continue to abide by the surviving provisions of the Proprietary Rights Agreement described in Paragraph 4(f) below, except for any provisions of the Proprietary Rights Agreement which conflict with this Agreement (the “Conflicting Provisions”), in which case this Agreement will govern. For clarification, Section 13 (“Covenant Not to Compete or Solicit”) of the Proprietary Rights Agreement is a Conflicting Provision, and Paragraph 14 of this Agreement shall therefore govern.
Valuable Consideration. In exchange for entering into this Agreement and in consideration of his obligations hereunder:
a) Xx. Xxxxxxxxx hereby voluntarily elects early retirement and, accordingly, resigns from all employment and positions held with the Company. Xx. Xxxxxxxxx agrees and acknowledges that his decision to retire was made solely by him and was in no way solicited by the Company. Xx. Xxxxxxxxx understands that his active employment with the Company shall end on June 30, 2006, as of which date he shall resign as an officer of the Company. Effective, July 1, 2006 and continuing through September 1, 2007 (the “Severance Period”), Xx. Xxxxxxxxx will be placed on “inactive” status and will not be obligated to provide any further service to the Company (other than as described in Section 12). During such period of inactive employment, and for the purpose of complying with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), Xx. Xxxxxxxxx shall receive salary continuation based on the following schedule: • For the period beginning July 1, 2006 and ending December 31, 2006, Xx. Xxxxxxxxx shall receive salary continuation based on his current monthly base salary of $35,833.33. Such salary continuation shall be paid in a lump sum cash amount equal to $215,000, less applicable taxes and deductions, as soon as practicable following January 1, 2007. • For the period beginning January 1, 2007 and ending September 1, 2007, Xx. Xxxxxxxxx shall receive installment payments, each in the monthly amount of $26,875.00, on or around the 25th day of each month. In the event of Xx. Xxxxxxxxx’x death prior to the conclusion of the Severance Period, any payments still required to be made under this Agreement shall be paid to his spouse, and if none, to his estate.
b) Xx. Xxxxxxxxx acknowledges that he was paid prior to June 30, 2006 additional compensation in full and complete satisfaction for 79.75 hours of unused vacation earned through June 30, 2006. Xx. Xxxxxxxxx understands that he will not accrue vacation during the Severance Period.
c) As an inactive employee, Xx. Xxxxxxxxx will continue to receive credit for service under the Wrigley Retirement Plan through the Severance Period. At that time, Xx. Xxxxxxxxx will qualify as a retiree under the Wrigley Retirement Plan and the Management Incentive Plan. As a retiree, Xx. Xxxxxxxxx will be entitled to all the features and benefits provided under these plans and any supporting programs for which he is eligible upon co...
Valuable Consideration. The parties hereby acknowledge that:
(a) value has been given;
(b) the Guarantor has rights, or, in the case of after-acquired property, will have rights, in the Collateral; and
(c) the parties have not agreed to postpone the time for attachment of the security interest created by this Agreement. The parties further agree that the Security Interest created by this Agreement are intended to attach to all Collateral in which the Guarantor acquires an interest as a result of any amalgamation, arrangement or similar proceeding.
Valuable Consideration. 2.1. Workiva agrees to pay Xx. Xxxxx xxxxxxxxx pay in an amount equal to three times the sum of his Base Salary as of the Separation Date and the Target Bonus for 2018. This amount will be paid in a lump sum within 30 days after the Separation Date and will be less all required withholding.
2.2. In addition, Xx. Xxxxx will receive a payment equivalent to the Annual Bonus he received for fiscal year 2017, if any, prorated for 2018 through the Separation Date. This amount will be paid by no later than March 15, 2019 and will be less required withholding.
2.3. Assuming Xx. Xxxxx timely elects to continue his health insurance pursuant to COBRA, Workiva will reimburse him for the difference between the monthly COBRA premium paid for himself and his dependents and the monthly premium amount paid by similarly situated active executives with the same coverage. This reimbursement will be made on the 10th of the month following the month in which Xx. Xxxxx timely remits the premium payment. Xx. Xxxxx will be eligible to receive such reimbursement until the earlier of the date he is no longer eligible to receive COBRA coverage and the date on which he becomes eligible for the benefits of another employer.
2.4. The treatment of all outstanding equity awards will be determined pursuant to the terms of the Equity Plan and applicable award agreements, provided that, notwithstanding these terms:
2.4.1. All outstanding unvested stock or equity unit options, appreciation units and stock appreciation rights, granted to Xx. Xxxxx during the Employment Term will become fully vested and exercisable for the remainder of their full term;
2.4.2. All outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under § 162(m)(4)(C) of the Internal Revenue Code will become fully vested and the restrictions thereon will lapse; provided that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement or that are required under § 409A of the Code will remain in effect; and
2.4.3. All outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance-based compensation under § 162(m)(4)(C) of the Code will remain outstanding and will vest or be forfeited in accordance with the terms of the applicable award ...
Valuable Consideration. 6.1. The Intermediary will receive Valuable Consideration in accordance with the terms and conditions of the Profmed Commission Schedule.
6.2. The Intermediary shall at all times be liable to Profmed for any of the debts of its Representatives that are or may become due to Profmed in terms of this Agreement.
6.3. Profmed shall be entitled, with reasonable notice to the Intermediary, to amend the Profmed Commission Schedule at its sole discretion from time to time, with the proviso that this shall not be retrospectively applied except where required in terms of any statutory changes.
6.4. Profmed will not, under any circumstances, except as agreed in writing between Profmed and the Intermediary, release Valuable Consideration directly to a Representative.
6.5. The Intermediary agrees to ensure that any Valuable Consideration that may be due to the Representative under this Agreement is given to the Representative in accordance with the written contract between the Intermediary and the Representative.
