Consideration Contract Clauses (4,097)

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. In consideration of Employee's execution of this Agreement and Employee's fulfillment of all of its terms and conditions, and provided that Employee does not revoke the Agreement under the Acknowledgement of Waiver of Claims under ADEA Section below, the Company agrees as follows: a. Payment. Pursuant to Section 8(a)(i)(A) of the Executive Employment Agreement, the Company agrees to pay Employee a lump sum approximately equivalent to nine (9) months of Employee's base salary, for a total of... Three Hundred Twenty-Four Thousand Dollars ($324,000), less applicable withholding, within ten (10) business days after the Effective Date of this Agreement. b. Additional Payment. The Company additionally agrees to pay Employee a lump sum total of One Hundred Twenty-Nine Thousand Six Hundred Dollars ($129,600), less applicable withholding, within ten (10) business days after the Effective Date of this Agreement. The Parties agree that this payment reflects the payment of nine (9) months of Employee's target annual bonus for 2021 pursuant to Section 8(a)(1)(C) of the Executive Employment Agreement and the Company's waiver of the amount of the Signing Bonus that Employee was otherwise required to repay the Company pursuant to Section 3(b) of the Executive Employment Agreement (as defined therein). c. Pro Rata Vesting of Option. Notwithstanding that Employee was not employed through the one-year anniversary of the Grant Date (as defined in the Stock Option Agreement), pursuant to Section 8(a)(i)(F) of the Executive Employment Agreement, the Company agrees to accelerate the vesting of the Option such that Employee will be considered to have vested in such Option through, and no later than, the Separation Date. d. COBRA. Pursuant to Section 8(a)(i)(E) of the Executive Employment Agreement, the Company shall reimburse Employee for the payments Employee makes for COBRA coverage for a period of nine (9) months, provided Employee timely elects and pays for COBRA coverage. COBRA reimbursements shall be made by the Company to Employee consistent with the Company's normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating Employee's payments for COBRA coverage. e. Life Insurance Benefits. Pursuant to Section 8(a)(i)(E) of the Executive Employment Agreement, the Company shall reimburse Employee for the payments Employee makes for supplemental life insurance coverage for a period of nine (9) months, provided Employee timely elects and pays for such coverage. Supplemental life insurance reimbursements shall be made by the Company to Employee consistent with the Company's normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating Employee's payments for such coverage. f. General. Employee acknowledges that without this Agreement, Employee is otherwise not entitled to the consideration listed in this Section 1. View More

Consideration. You agree that this Agreement is entered into in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, and in further consideration of your present employment or association with the Company or your continued employment or association with the Company. Your employment or association with the Company is at-will and may be terminated at any time at the election of either party. This Agreement does not guarantee your employment by or... association with the Company for any definite period of time. View More

Consideration. (a) Cash Compensation for Services. The Company shall pay Consultant at the rate of twenty thousand, eight hundred and thirty-three dollars ($20,833.33) per month, for services performed by Consultant for the Company pursuant to this Agreement. Amounts are to be paid monthly. (b) Reimbursement of Expenses. Consultant shall be reimbursed for all reasonable out-of-pocket expenses incurred by Consultant in rendering such services, including reasonable travel expenses and third party costs incurred... by Consultant in the course of performing his services hereunder, provided that the incurrence of such expenses has received the prior written approval of the Company. Consultant shall be reimbursed within thirty (30) days of the submission of an expense report in which adequate support is provided for the expenses to be reimbursed. View More

Consideration. In consideration of Employee's promises in this Agreement, and upon expiration of the revocation period so long as Employee has not revoked, the Company will provide Employee: A. Severance pay in the total gross amount of $325,000.00, to be paid as soon as administratively feasible; and B. If Employee elects COBRA, Company will pay Employer portion and COBRA fees for medical and dental coverage for twelve (12) months. Employee is responsible for the Employee portion of such coverage. C.... Outplacement Benefits. Employer will provide Employee with outplacement benefits for six (6) months through Challenger, Gray & Christmas. D. In addition, any shares granted as part of merit for 2019 performance will vest. The Company will apply standard tax and other applicable withholdings to payments made to Employee. Employee agrees that the consideration the Company will provide includes amounts in addition to anything of value to which Employee already is entitled. The Company also will pay Employee accrued but unused vacation regardless of whether Employee signs this Agreement. Although the Company is under no obligation to provide reinstatement, employment, re-employment, consulting or other similar status, if the Company recalls Employee within three months of termination, Employee may be obligated to repay certain severance benefits as more fully explained in the Company Severance Plan. View More

Consideration. In consideration of this Agreement and the release herein, his compliance with his obligations hereunder, and his waiver of any right or eligibility to receive any future change in control, transaction bonus, sale bonus, or similar payments, the Company will provide Employee with the following: (i) a prorated annual bonus for the 2020 calendar year and through the Separation Date equal to $150,000 (the "Prorated Bonus"), payable in the number of fully vested shares of restricted common stock of... the Company equal to the Prorated Bonus determined based on the common stock's fair market value on the date of grant, and subject to the terms and conditions of the U.S. Gold Corp. 2020 Stock Incentive Plan (the "2020 Plan") and the Company's standard form Restricted Stock Award Agreement; and (ii) any equity awards granted to Employee by the Company pursuant to its 2014 Equity Incentive Plan (the "2014 Plan"), 2017 Equity Incentive Plan (the "2017 Plan"), or 2020 Plan (the 2014 Plan, 2017 Plan, and 2020 Plan are collectively referred to herein as, the "Equity Plans") during the term of Employee's employment, shall be 100% vested and retained by Employee, notwithstanding any terms in an award agreement or plan document regarding forfeiture of such awards under the Equity Plans upon termination of employment (provided that the foregoing shall not in any way extend the awards beyond their original term). For the avoidance of any doubt, Employee acknowledges and agrees that he shall not be eligible for any additional compensation or benefits set forth in Section 9 of the Employment Agreement or any future change in control, sale bonus, or other transaction-based payments from the Company or any affiliate. View More

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.