Consideration Contract Clauses (1,394)

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 effectiv...e 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 o...ver the other Common shareholders of the Company. View More

Consideration. In consideration of this Agreement and the release herein, and his compliance with his obligations hereunder, the Company will provide Employee with the following: (i) continue to pay Employee his base salary through the Separation Date, less applicable taxes and other withholdings, payable in equal installments in accordance with the normal payroll policies of the Company. (ii) continued participation through the Separation Date in the Company's current employee benefit plans in which he has el...ected to participate and in accordance with the terms and conditions of such benefit plans; and 1 of 6 Pages (iii) subject to approval by the Compensation Committee of the Company's Board of Directors (the "Committee") and contingent upon the approval of the Company's 2023 Long-Term Incentive Plan (the "Plan") by the Company's stockholders, the Company shall grant Employee 200,000 restricted shares of the Company's common stock, par value $0.001 per share ("Common Stock"), pursuant to the terms and conditions of the Plan and the Company's standard Restricted Stock Award Agreement (the "Tranche A Awarded Shares"), which award agreement shall include, among other things, the vesting and forfeiture provisions that shall apply to the Tranche A Awarded Shares. (iv) Upon the successful filing of both the BioSig Annual 10-K report with the SEC on or before April 14, 2023, the Company will payout a cash bonus of $ 200,000 as severance pay over six months (on the Company's pay cycle) beginning at the Separation Date. View More

Consideration. In consideration of the promises and releases made herein, if the Employee timely signs, returns and does not revoke this Agreement, and any period of revocation expires, all occurring within thirty (30) days after the Separation Date, the parties agree that the Employer shall pay the Employee Eight Hundred Thousand Dollars ($800,000), less applicable withholdings under federal, state and local laws ("Severance"), payable in a single lump sum within thirty (30) days after the Effective Date of t...his Agreement. The Severance will be provided to the Employee by direct deposit into the Employee's bank account on file with the Employer. View More

Consideration. Participant acknowledges that the grant of the PSUs is sufficient consideration for entering into the restrictions in Clauses 1 and 2.

Consideration. a. Within ten (10) days after the Separation Date, Employee shall receive from the Company his "Accrued Obligations," which consist of (i) payment of all earned but unpaid base salary through the Separation Date prorated for any partial period of employment; (ii) payment, in accordance with the terms of the applicable benefit plan of the Company or its affiliates or to the extent required by law, of any benefits to which Employee has a vested entitlement as of the Separation Date; (iii) payment ...of any accrued unused vacation as of the Separation Date; and (iv) payment of any approved but not yet reimbursed business expenses incurred in accordance with applicable policies of the Company and its affiliates as of the Separation Date. b. After the Second Release Effective Date, the Company will provide Employee with the payments, benefits, and other consideration set forth in Appendix A to this Agreement (the "Retirement Benefits"). c. The Company shall report and withhold on each payment and benefit set forth in Appendix A in conformance with applicable tax laws. View More

Consideration. In exchange for and in consideration of your executing this Agreement and complying with the terms of this Agreement and any other agreements between you and the Company, and provided you: (a) satisfy the requirements set forth in Section 1(i) above; (b) are not terminated by the Company for Cause (as defined in the ESA); (c) do not resign for Good Reason (as defined in the ESA); and (d) execute the affirmation set forth set forth in Section 8 below, the Company will do the following as set fort...h in your ESA (the "Consideration"): (i) continue paying your salary (less all applicable income and payroll taxes, deductions and withholdings) in accordance with its regular payroll cycle for twelve (12) months (the "Severance Period"), with the first payment beginning as soon as practicable after the Separation Date; (ii) provided you remain eligible, pay that part of the COBRA premiums equivalent to the group insurance premiums it would have paid on your behalf had you remained employed by the Company during the Severance Period; (iii) during the Severance Period, allow you to continue to vest in any outstanding unvested options, restricted shares, restricted stock units or other equity-based awards in accordance with the terms of the applicable equity agreement(s) and plan(s); (iv) forgive any obligation you otherwise would have to repay the Company for previously reimbursed tuition assistance or relocation expenses, and/or for any signing or similar bonus that is subject to repayment; (v) if a Change in Control (as defined in the ESA) occurs prior to the Separation Date or during the Severance Period, allow you to immediately vest in one hundred percent (100%) of any outstanding unvested options, restricted shares, restricted stock units or other equity-based awards in accordance with the terms of the applicable equity agreement(s) and plan(s); (vi) if a Change in Control (as defined in the ESA) occurs prior to the Separation Date, provide you with a one-time, lump sum payment, within sixty days after the Separation Date, which is equivalent to fifty-percent (50%) of your 2022 annual target bonus; (vii) provide you with certain outplacement services, the details of which will be provided in a separate correspondence; and. (viii) unless your employment is terminated by the Company for Cause or by you without Good Reason (as those terms are defined in the ESA), in either case prior to the Separation Date, you will receive a Retention Bonus as set forth in Exhibit A. [First Name Last Name]May 5, 2022 Page 3 of [Page] 3. Acknowledgments. You acknowledge and agree that: (i) this Agreement and the Consideration do not constitute a severance plan and shall confer no benefit on anyone other than Akebia and you; (ii) the Retention Bonus is not otherwise due or owing to you under any employment agreement (oral or written), and in consideration thereof you hereby waive your right to receive an incentive payment upon approval by the Food and Drug Administration of vadadustat for use in the treatment of anemia in patients not on dialysis, as set forth in Section 2(b) of the Incentive Payment Agreement between you and the Company dated September 24, 2021 (the "Incentive Payment Agreement"). For the avoidance of doubt, you shall remain eligible for all other incentive payments set forth in the Incentive Payment Agreement; (iii) in order to be reimbursed for all outstanding business expenses that you may have incurred on behalf of the Company, all expense reports and supporting documentation must be submitted in accordance with the Company's Travel & Expense Policy within thirty (30) days after the Separation Date or such longer period as required by law. View More

Consideration. The grant of the RSUs is made in consideration of the services to be rendered by the Grantee to the Company during the applicable vesting period and Grantee's compliance with the restrictive covenant terms and conditions set forth in this Agreement. 1 3. Restricted Period; Vesting. Except as otherwise provided in this Agreement, provided there is no termination of Grantee's employment (as determined in accordance with Section 7.2 of the Plan) as of the applicable vesting date, the RSUs will vest... in accordance with the following schedule: Vesting Date Number of RSUs That Vest First anniversary of Grant Date 331⁄3% of RSUs Second anniversary of Grant Date Additional 331⁄3% of RSUs Third anniversary of Grant Date Remainder of RSUs The entire period over which the RSUs vest is referred to as the "Restricted Period." Once vested, the RSUs become "Vested Units." 4. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the RSUs are settled in accordance with Section 8 below, neither the RSUs nor the rights relating to the RSUs may be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the RSUs or the rights relating to the RSUs shall be wholly ineffective. View More