Consideration Contract Clauses (1,394)

Grouped Into 39 Collections of Similar Clauses From Business Contracts

This page contains Consideration clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Consideration. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.
Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.
Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.
Consideration. The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee Participant to the Company.
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Consideration. Executive acknowledges and agrees that the provision of employment under this Agreement with the compensation and benefits specified in Section 3 hereof and the execution by the Employer of this Agreement constitute full, adequate and sufficient consideration to Executive for the Executive's duties, obligations and covenants under this Agreement and under the Confidentiality Agreement incorporated into this Agreement.
Consideration. Executive acknowledges and agrees that the provision of employment under this Agreement with the compensation and benefits specified in Section 3 hereof and the execution by the Employer Company of this Agreement constitute full, adequate and sufficient consideration to Executive for the Executive's duties, obligations and covenants under this Agreement and under the Confidentiality Confidentiality, Non-Solicitation and Non-Compete Agreement incorporated into this Agreement.
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Consideration. Exporter agrees to pay the following consideration for the services set forth herein: (a) Service Fee and Deliverables. Subject to Section 6(c), Exporter agrees to pay AmericaTowne a nonrefundable service fee of $55,000.00 USD on the Effective Date (the "Service Fee"). The Service Fee is recognized when deliverables are provided. The Service Fee is paid for deliverables including a market analysis, review of proposed goods and services, expectations for supply and demand in the market, how to co...nduct export business in China, information on financing, the export tax savings programs, and selecting and assigning a sister tax saving company. The Service Fee is to be paid as follows: $3,000 upon signing this agreement; and monthly payments of $1,445 a month for thirty-six months after signing this agreement. The first monthly payment will start on 30 August 2015, and run for 36 consecutive months. At the discretion of AmericaTowne Inc. the Exporter may be required to sign a note for outstanding service fees. In addition AmericaTowne Inc. at its sole discretion may exchange other assets or items of value for payments due. -4- (b) Transaction Fee. Exporter agrees to pay a Transaction Fee for each transaction between Exporter and the end buyer arranged through or facilitated by AmericaTowne in the amount of 9% (the "Transaction Fee"). The Transaction Fee shall include the services provided by AmericaTowne in the AmericaTowne Platform, Sample and Test Market Program, and if applicable, Accepted Market Program. The Transaction Fee shall be recognized as revenue after the transactions is completed. The Transaction Fee shall be first deducted by AmericaTowne from the amount the end buyer owes Exporter, plus other fees, if any, agreed to by Exporter with the balance remitted to Exporter within two (2) days of receipt from the end buyer, unless commercial circumstances dictate additional time. (c) Refund of Service Fee. From time to time there may be products or services that are on the restricted import list in China. If Exporter's product or service is on this list, AmericaTowne will advise Exporter of such restriction and Exporter will be entitled to a refund of the Service Fee minus any setoffs due under this Agreement, i.e. outstanding Transaction Fee. This Section 6(c) shall be null and void upon termination of this Agreement, as provided for in Section 1, above. View More
Consideration. Exporter agrees to pay the following consideration for the services set forth herein: (a) Service (a)Service Fee and Deliverables. Subject to Section 6(c), Exporter agrees to pay AmericaTowne a nonrefundable service fee of $55,000.00 $900,000.00 USD on the Effective Date (the "Service Fee"). The Service Fee is recognized when deliverables are provided. The Service Fee is paid for deliverables including a market analysis, review of proposed goods and services, expectations for supply and demand i...n the market, how to conduct export import/export business in China, information on financing, potential or available financing options, acquisition and funding of the export tax savings programs, Supplied Materials. Pursuant to Letters of Intent presented by the Exporter, AmericaTowne has agreed to facilitate potential financing and selecting and assigning a sister tax saving company. coordinate the delivery of the Supplied Materials to the Exporter. The Parties have agreed that the Service Fee is to will be paid as follows: $3,000 upon signing this agreement; -2- Mai Dolfin will pay $5,000 on 12/24/16. In addition, Mai Dolfin will arrange payment in the amount of $890,000 USD through Nigeria Diamond Bank Of Nigeria Plc and monthly payments Stanbic lbtc Bank of $1,445 Nigeria using a month for thirty-six months after signing this agreement. The first monthly payment will start on 30 August 2015, and run for 36 consecutive months. At Standby Letter of Credit (SBLC) or other acceptable means at the sole discretion of AmericaTowne Inc. AmericaTowne. The SBLC may be in the Exporter sum of the total payment or broken into two payments. One half of the SBLC will be callable within 90 days after this agreement is signed. If a balance, then the remainder shall be called within 180 days. The exporter may be required to sign a note for outstanding service fees. In addition Also, AmericaTowne Inc. at its sole discretion may exchange other assets or items of value for payments due. -4- (b) Transaction (b)Transaction Fee. For all future outbound export transactions the Exporter agrees to pay a Transaction Fee for each transaction between Exporter and the end buyer arranged through or facilitated by AmericaTowne in the amount of 9% 8% (the "Transaction Fee"). The Transaction Fee shall include the services provided by AmericaTowne in the AmericaTowne Platform, Sample and Test Market Program, and if applicable, Accepted Market Program. The Transaction Fee shall be recognized as revenue after the transactions is completed. The Transaction Fee shall be first deducted by AmericaTowne from the amount the end buyer owes Exporter, plus other fees, if any, agreed to by Exporter with the balance remitted to Exporter within two (2) days of receipt from the end buyer, unless commercial circumstances dictate additional time. (c) Refund (c)Refund of Service Fee. From time to time there may be products or services that are on the restricted import list in China. If Exporter's product or service is the Supplied Materials are on this list, or end up on this list prior to delivery by AmericaTowne, AmericaTowne will advise Exporter of such restriction and Exporter will be entitled to a refund of the Service Fee minus any setoffs due under this Agreement, i.e. outstanding Transaction Fee. This Section 6(c) shall be null and void upon termination of this Agreement, as provided for in Section 1, above. View More
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Consideration. In consideration of the performance of the Services as a Advisor of the Company's Advisory Council for a period of one year from the Effective Date of this Agreement, the Company agrees to issue 900,000 shares of its restricted common stock (the "Shares") to the Advisor. The shares will vest at a rate of 75, 000 per month during the term. In the event that this agreement is terminated for any reason prior to the Termination Date, the Advisor agrees to return to the Company for cancellation any p...ortion of the Shares that have not vested. The Shares will be issued upon the execution of this Agreement. View More
Consideration. In consideration of the performance of the Services as a Advisor of the Company's Advisory Council for a period of one year from the Effective Date of this Agreement, the Company agrees to issue 900,000 360.000 shares of its restricted common stock (the "Shares") to the Advisor. The shares will vest at a rate of 75, 000 30,000 per month during the term. In the event that this agreement is terminated for any reason prior to top the Termination Date, the Advisor agrees to return to the Company for... cancellation any portion of the Shares that have not vested. The Shares will be issued upon the execution of this Agreement. View More
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Consideration. In consideration for Executive agreeing to the terms of this Agreement, the Company shall pay or provide to Executive the Severance Payments as set forth in the Executive Employment Agreement between the Parties. Executive agrees that he will be responsible for satisfying any tax obligation that he may have or incur with regard to the Severance Payments received from the Company.
Consideration. In consideration for Executive agreeing to the terms of this Agreement, the Company shall pay or provide to Executive the Severance Payments as set forth 145019523.3:210412.00700 in the Executive Employment Agreement between the Parties. Executive agrees that he will be responsible for satisfying any tax obligation that he may have or incur with regard to the Severance Payments received from the Company.
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Consideration. 3.3 If the Participant's Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant's written employment agreement with the Company), any OP Profits Units which would have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If the Participant's Term...ination of Service occurs as a result of Retirement (as defined below), the OP Profits Units shall remain outstanding and eligible to vest on the scheduled vesting date(s) (as provided in Section 3.1 above), following the Termination of Service Date, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. 3.6 For purposes of this Section 3, "Retirement" with respect to a Participant means his or her election to effect a Termination of Service in connection with such person's retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause.3.7 If the Participant's Termination of Service occurs as a result of Participant's death or Disability (as defined below), then, upon such Termination of Service, any non-vested portion of this Award which is subject solely to time based vesting shall become fully vested, provided the Participant (or Participant's estate, if applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective and non-revocable prior to the 90th day following the Participant's Termination of Service date. View More
Consideration. The grant of the Restricted Stock Units and related Dividend Equivalents is made in consideration of the services to be rendered by the Participant to the Company or its Subsidiaries. 3.2 Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be auto...matically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3 If the Participant's Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant's written employment agreement with the Company), any OP Profits Restricted Stock Units which would have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If the Participant's Termination of Service occurs as a result of Retirement (as defined below), the OP Profits Restricted Stock Units shall remain outstanding and eligible to vest on the scheduled vesting date(s) (as provided in Section 3.1 above), following the Termination of Service Date, date, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement.3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant's Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant's written employment agreement with the Company), any Restricted Stock Units which remain unvested at the time of such Termination of Service shall immediately become vested. 3.6 For purposes of this Section 3, "Retirement" with respect to a Participant means his or her election to effect a Termination of Service in connection with such person's retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, 2Exhibit 10.3 provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause.3.7 Cause. 3.7 If the Participant's Termination of Service occurs as a result of Participant's death or Disability (as defined below), then, upon such Termination of Service, any non-vested portion of this Award which is subject solely to time based vesting shall become fully vested, provided the Participant (or Participant's estate, if applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the Company and such release becomes effective and non-revocable prior to the 90th day following the Participant's Termination of Service date. For purposes of this paragraph only, "Disability" shall have the meaning given such term by Section 409A of Code, which generally provides that "Disability" of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability. View More
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Consideration. As express consideration for Employee's execution of and compliance with the terms of this Agreement and the execution of the short period release set forth in Exhibit A on the Retirement Date (the "Short Form Release") and provided you have not exercised your right to revoke the Short Form Release within seven days of its execution, Employer agrees to enter into a four year consulting agreement with you dated April 3, 2021 (the form of which is attached hereto as Exhibit B) and to be executed c...oncurrently with the effective time of separation of employment by retirement on the Retirement Date pursuant to Section 15(e) hereof (the "Consulting Agreement"). The Consulting Agreement includes a yearly payment of $250,000 for the services set forth therein and a yearly payment of $35,000 as a health care stipend to assist Employee in the payment of his health costs and health insurance. If Employee is enrolled, Employee's medical and dental insurance coverage will continue until the last day of the month in which Employee's employment terminates. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company's Employee Benefits Plan in accordance with the continuation requirements of COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), Employee may be entitled to elect to continue such COBRA coverage for the remainder of the COBRA eligibility period, at Employee's own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee's responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, 11 Harbor Park Drive, Port Washington, NY 11050. View More
Consideration. As Pursuant to Employee's Employment Agreement dated January 17, 2007 as amended by Amendment No. 1 thereto dated December 30, 2009 (the "Employment Agreement"; capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Employment Agreement), as modified hereby, and as express consideration for Employee's execution of and compliance with the terms of this Separation Agreement and the execution of the short period release set forth in Exhibit A on the Retirement... Date (the "Short Form Release") and provided you have not exercised your right to revoke the Short Form Release within seven days of its execution, Release, Employer agrees to enter into a four pay Employee separation payments as follows: •$714,000 as severance pay, reflecting twelve (12) months Base Salary as in effect at the Separation Date; and•$1,627,000, as severance pay, reflecting the average of Employee's Bonus for the two (2) years preceding the year consulting agreement with you dated April 3, 2021 (the form in which the Separation Date occurs (2016 and 2017); and•An amount equal to Employee's annual auto allowance ($30,000), payable in 12 equal monthly installments of which is attached hereto as Exhibit B) and $2,500 each. Subject to be executed concurrently Employee's continued compliance with the effective time terms hereof, the separation payments will be made in accordance with the Employer's regular payroll practices, and less all applicable withholdings for federal, state and local income taxes, Social Security, and all other customary withholdings. Subject to Employee's continued compliance with the terms hereof, and expressly subject to Amendment No. 1 to the Employment Agreement regarding the timing of payments, the separation of employment by retirement on and severance payments will be distributed in bi-weekly installments beginning with the Retirement Date pursuant to Section 15(e) hereof (the "Consulting Agreement"). The Consulting Agreement includes a yearly payment of $250,000 for next regular payroll that is processed within fifteen (15) business days after the services set forth therein and a yearly payment of $35,000 as a health care stipend to assist Employee in the payment of his health costs and health insurance. Separation Date. If Employee is enrolled, Employee's medical and dental insurance coverage will continue until the last day of the month in which Employee's employment terminates. terminates, at the Company's expense, and the Company will reimburse Employee for any COBRA payments he makes during the 12 months following the Separation Date. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company's Employee Benefits Plan in accordance with the continuation requirements of COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), Employee may be entitled to elect to continue such COBRA coverage for the remainder of the COBRA eligibility period, at Employee's own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee's responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, 11 Harbor Park Drive, Port Washington, NY 11050. View More
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Consideration. As consideration for this Agreement, and in full satisfaction and release of any and all claims that may have arisen under the Employment Agreement, the Bank will pay to the Executive in a single lump sum as of the first Bank payroll processed simultaneous or immediately following the Effective Date, the following amounts (collectively, the "Cancellation Consideration"), subject to potential reduction as described in Section 3: (a) One million one hundred ten thousand dollars ($1,110,000) repres...enting three times the highest annual rate of base salary earned by the Executive prior to the Effective Date; plus (b) four hundred eighty-four thousand six hundred eighty-nine dollars ($484,689) representing three times the average bonus earned by the Executive for fiscal years 2019 and 2020. View More
Consideration. As consideration for this Agreement, and in full satisfaction and release of any and all claims that may have arisen under the Employment Agreement, the Bank will pay to the Executive in a single lump sum as of the first Bank payroll processed simultaneous or immediately following the Effective Date, the following amounts (collectively, the "Cancellation Consideration"), subject to potential reduction as described in Section 3: (a) One million one hundred ten thousand dollars ($1,110,000) repres...enting three times the highest annual rate of base salary earned by the Executive prior to the Effective Date; plus (b) four three hundred eighty-four ninety-five thousand six nine hundred eighty-nine nineteen dollars ($484,689) ($395,919) representing three times the average bonus earned by the Executive for fiscal years 2019 and 2020. View More
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Consideration. The Associate acknowledges and agrees that valid consideration has been given to the Associate by Benefitfocus in return for the promises of the Associate set forth herein, including the promise of additional compensation to which the Associate was not entitled prior to the execution of this Agreement. CONFIDENTIAL AND PROPRIETARY 4 BENEFITFOCUS.COM, INC. (06/2019) 13. Extension of Periods. Each of the time periods described in this Agreement shall be automatically extended by any length of time... during which the Associate is in breach of the corresponding covenant contained herein. The provisions of this Agreement shall continue in full force and effect throughout the duration of the extended periods. View More
Consideration. The Associate acknowledges and agrees that valid consideration has been given to the Associate by Benefitfocus in return for the promises of the Associate set forth herein, including the promise of additional compensation to which the Associate was not entitled prior to the execution of this Agreement. CONFIDENTIAL AND PROPRIETARY 4 BENEFITFOCUS.COM, INC. (06/2019) 4 (08/__/2020) 13. Extension of Periods. Each of the time periods described in this Agreement shall be automatically extended by any... length of time during which the Associate is in breach of the corresponding covenant contained herein. The provisions of this Agreement shall continue in full force and effect throughout the duration of the extended periods. View More
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Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein. Third Amendment to Monaker and HotPlay Share Exchange Agreement 4. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that: (a) Such Party has all requisite power and authority, corporate or oth...erwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles; (b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity. View More
Consideration. Each of the Parties parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein. Third 1 https://www.sec.gov/Archives/edgar/data/1372183/000158069519000028/ex10-13.htm and https://www.sec.gov/Archives/edgar/data/1372183/000158069519000098/ex10-2.htm Second Amendment to Monaker and HotPlay Share Exchange Agreement Amended Promissory NoteOctober 10, 2019 4. Mutual Representations, Covenants and ...Warranties. Each of the Parties, parties, for themselves and for the benefit of each of the other Parties parties hereto, represents, covenants and warranties that: (a) Such Party party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the legal, valid and binding obligation of such Party party enforceable against such Party party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles; (b) The execution and delivery by such Party party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party party is bound or affected; and (c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity. View More
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