Consideration Contract Clauses (4,097)

Consideration. ERG agrees to use its best efforts to fulfill the obligations of this Employment/Consulting Agreement. Client agrees to payor transfer to ERG or MBC: a) Six Thousand dollars ($6,000.00) due upon the execution of this agreement and Six Thousand dollars ($6,000.00) on the first of the following month for the term of this agreement. In addition, the Six Thousand dollars ($6,000.00) will continue to be paid on the first day of each month for the duration of this agreement. b) In addition,... 10,000,000 shares of non-dilutive issued and outstanding Common stock of FCGI issued immediately upon the execution of this agreement. c) N/A 4. Expenses. Client agrees to pay all expenses of ERG, which relate to its activity on behalf of FCGI beginning on the date of this Employment/Consulting Agreement. This includes, by way of example only, first class airfare, hotel, meals, travel costs, telephone, copy charges, cost of experts, such as attorneys and accountants, whose services are related to the business of Client, and other direct expenses. However, Client may review and approve budgeted expenses and also retains the right to review and approve expenditures that exceed Five Thousand Dollars ($5,000), which are above budgeted, normal and ordinary expenses. View More

Consideration. Clause 3.1.6 of the Original Agreement is amended by replacing the term "Patent Expiry Date" with the term "Patent Expiry Date (U.S.)." 10 4.2. Clause 3.1.7 of the Original Agreement is amended by replacing the term "Patent Expiry Date" with the term "Patent Expiry Date (U.S.)." 4.3. Clause 3 of the Original Agreement is amended by adding a new Clause 3.3 at the end thereof, such new Clause 3.3 to read in its entirety as follows: 3.3 When Salix enters into arrangements with one or more... Sublicensees relating to the Canada Territory, Salix shall pay Falk the following amounts (collectively, the "Shared Sublicense Revenues"): (a) *** of any payment received by Salix from Lupin Atlantis pursuant to Section 6.1 of the Lupin Canada Distribution Agreement; (b) *** of any payment received by Salix from Lupin Atlantis pursuant to Section 6.4(d) of the Lupin Canada Distribution Agreement; and (c) *** of all other Sublicense Revenues (for clarity, such other Sublicense Revenues not to include any amounts received by Salix from Lupin Atlantis pursuant to Sections 6.1 or 6.4(d) of the Lupin Canada Distribution Agreement, provision for the sharing of which is made in clauses (a) and (b) of this Section 3.3) received by Salix pursuant to any such arrangements. In respect of the Lupin Canada Distribution Agreement, the obligation of Salix to pay to Falk the amounts contemplated by this Clause 3.3 shall survive the termination of the Canada Term (including as a result of the occurrence of the Patent Expiry Date (Canada)) in respect of any product that was at any time prior to the expiration of the Canada Term a "Product" as defined herein and was marketed, distributed or sold by Lupin Atlantis pursuant to the Lupin Canada Distribution Agreement and continue thereafter for so long as the Lupin Canada Distribution Agreement, or any similar or follow-on arrangement between Salix and Lupin Ltd. and its Affiliates for the marketing, distribution or sale of such product in Canada, remains in effect. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 11 Falk and Salix acknowledge and agree that this continued consideration payable by Salix is fair and reasonable in light of Salix's continued use of the Falk IP (other than any expired Falk Patents) in continuing to perform the Lupin Canada Distribution Agreement. Notwithstanding any provision herein to the contrary, failure by Salix to make the payments due hereunder following expiration of the Canada Term shall entitle Falk to terminate this Agreement pursuant to Clause 18.6, including the licenses granted pursuant to Clause 19.4. Should a court of competent jurisdiction rule, in a final, unappealable or unappealed ruling, that Falk's right to such continued consideration is not enforceable, the parties will promptly commence negotiations to establish appropriate consideration payable to Falk. View More

Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which he/she would not be entitled but for this Agreement.

Consideration. Executive acknowledges and agrees that the provision of employment under this Agreement 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, Non-Solicitation and Non-Compete Agreement incorporated into this Agreement. 10 9. Acknowledgement of Post Termination Obligations. Upon the effective date of termination of Executive's... employment (unless due to Executive's death), if requested by the Employer, Executive shall participate in an exit interview with the Employer and certify in writing that Executive has complied with his contractual obligations and intends to comply with his continuing obligations under this Agreement, including, but not limited to, the terms of the Confidentiality, Non-Solicitation and Non-Compete Agreement. To the extent it is known or applicable at the time of such exit interview, Executive shall also provide the Employer with information concerning Executive's subsequent employer and the capacity in which Executive will be employed. Executive's failure to comply shall be a material breach of this Agreement, for which the Employer, in addition to any other civil remedy, may seek equitable relief. View More

Consideration. In exchange for the promises made herein, the Parties agree that: a. As for Executive's Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement ("Effective Date"), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned... through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the EXECUTIVE's business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY's expense reimbursement policies. (vi) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and 1 withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY's next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY's regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY's stock held by EXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original "Option Period" as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for the performance of her duties as requested by the COMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement. View More

Consideration. The Parties acknowledge that, other than the agreements, covenants, representations, and warranties set forth herein and to be included in the Plan Documents, no consideration shall be due or paid to any Supporting Noteholder in exchange for its obligations under this Agreement.

Consideration. You acknowledge that you have been advised to consult with an attorney of your choice prior to signing this Agreement; and that you have been given at least twenty-one (21) days to review and consider the contents of this Agreement, but that you may choose to execute the Agreement sooner. You further acknowledged that this Agreement is being signed by you knowingly and voluntarily without coercion or duress and that it is revocable for a seven (7) day period after execution, after which it will... become automatically effective and enforceable without any further act by you unless specifically revoked by you during such seven (7) day period. You understand that the payments and benefits outlined in this Agreement and any other consideration hereunder (other than payment of Base Salary through February 28, 2017 and reimbursement of expenses), are conditional upon your execution of this Agreement and will not be paid until after the seven (7) day revocation period has expired. You further agree and understand that if you revoke, attempt to revoke or otherwise breach this Agreement, you must return to the Company the full amount of any amounts (other than payments of Base Salary through February 28, 2017 and reimbursement of expenses) received or provided to you as set forth above or in the Employment Agreement, without offset for any reason at the time of revocation or breach. 3 9. Survival of Certain Employment Agreement Provisions. We would also like to take this opportunity to remind you that, notwithstanding the termination of your employment with the Company, certain of your obligations under the Employment Agreement and other agreements that you may have signed during your employment with the Company continue. These obligations include, but may not be limited to, obligations relating to Confidential Information and Trade Secrets, as well as non-competition and non-solicitation, as set forth in Article IV of the Employment Agreement. View More

Consideration. Each separate installment under this Agreement shall be treated as a separate payment for purposes of determining whether such payment is subject to or exempt from compliance with the requirements of Section 409A of the Internal Revenue Code. In consideration for signing this Agreement and compliance with the promises made herein, the Company and Executive agree: a.Voluntary Resignation. Executive agrees to voluntarily resign as a Company Officer on February 15, 2018 and from employment... effective on the Separation Date. Using the format set forth at Exhibit A, Executive will sign a voluntary resignation letter as described above. b.Annual Bonus. For 2017, Executive will receive a bonus per the bonus calculation sheet delivered to Executive on February 15, 2018, minus lawful deductions, based on his individual performance rating as determined by the Compensation Committee of the Celanese Board of Directors and Company performance. The 2017 bonus payout will be paid to the Executive during the 2018 calendar year, but in no event later than March 15, 2018. c.Long-Term Equity Awards ("LTI"). The Company and Executive agree that, notwithstanding any provision in his Long-Term Equity Award Agreements to the contrary, based on the terms and provisions of this Agreement and departure on the Separation Date, Executive will vest in a prorated portion of the outstanding Long-Term Equity Awards as summarized in Exhibit B. d.Pension and 401(k) Plan Vesting. If Executive is eligible, the Company will fulfill its obligations according to the terms of the respective Plans. e.Unused Vacation. The Company will pay to Executive wages for any unused vacation for 2018, and any approved vacation carried over from 2017, under the Company's standard procedure for calculating and paying any unused vacation to separated employees. The gross amount due to Executive, less any lawful deductions, will be payable within 30 days of the Separation Date; subject to Executive providing the details of any vacation days utilized during 2018. f.Company Benefit Plans. Medical and dental coverage will continue according to the Employee's current medical and dental plan elections, under COBRA, with no premium cost to the Employee after the Separation Date, until the earlier of three (3) full months after the last day in the month of separation (June 30, 2018), or the date on which Executive becomes covered under another medical or dental plan. All other normal company programs (e.g. life insurance, LTD, 401(k) contributions, etc.) will continue until the Separation Date. g.COBRA Coverage. Employee shall be entitled to elect to continue medical and dental coverage, at his expense, under COBRA for an additional fifteen (15) months following the expiration of the coverage period described in Section 2(f) above, provided the Employee is not covered under another medical or dental plan. h.Return of Company Property. Executive will surrender to the Company, on a mutually agreeable date, all Company materials, including, but not limited to Executive's Company laptop computer, phone, credit card, calling cards, etc. Executive will be responsible for resolving any outstanding balances on the Company credit card. i.Withholding. The payments and other benefits provided under this Agreement shall be reduced by applicable withholding taxes and other lawful deductions. View More

Consideration. While there is no monetary consideration passing hands on account of the exchange, all parties acknowledge that this agreement is supported by fair and valuable consideration by reducing the number of shares of Company Common Stock issued and outstanding and thereby having a potentially positive impact on the Company's primarily, which both Parties believe will be mutually beneficial. COX has agreed to the exchange without any basis or belief that the exchange will provide him with any benefit... over the other Common shareholders of the Company. View More

Consideration. As consideration for the above assignment, TRIPBORN will pay to ARNA $956,000.00 (nine hundred fifty-six thousand).