Consideration Contract Clauses (1,394)

Consideration. Provided Employee has timely executed this Agreement without alteration and complies with its terms, the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee's Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $450,000 per year (equal to $37,500 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder ...will be paid by direct deposit to Employee's bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company's receipt of an original of this Agreement signed by the Employee, with Employee's waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee's last day of employment and must be executed within 47 days from the date this Agreement was first presented to Employee. ~ 2 ~ b. Per the terms of the Employment Agreement, Company will reimburse Employer's share of group health plan benefits premiums under the Company's plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee's share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee's outstanding stock option awards ("Option Awards") to acquire shares of Class A Common stock of vTv Therapeutics Inc. ("vTv") as of the date hereof shall continue to remain outstanding and vest (to the extent not yet vested) and shall be fully vested at the end of the Transition Period. In addition, notwithstanding anything in the Option Awards to the contrary with respect to a termination of employment, any previously unexercised Options held by Employee shall be exercisable until the last day of the Option Period (which for the avoidance of doubt shall in no event be more than the tenth anniversary of the date of grant) or such earlier date, if a Change in Control occurs 5. Benefits. Employee's participation in each and all of the Company's employee benefit plans and programs shall cease as of October 31, 2021 (or such earlier date if required under the terms of the plan), and he shall not be entitled to any further benefits or coverages under any such employee benefit plans, except that Employee's medical, dental, vision insurances under the Company's plan will continue through the 12-month period following the date of termination as provided in the Employment Agreement and contingent upon Employee making timely premium payments and maintaining eligibility for continuation of benefits. Employee will receive from the health benefits plan administrator, a notice of his opportunities to continue to participate in each of the Company's medical, dental, and vision insurance, and any other benefits through the provisions of COBRA. Employee may elect to continue his health insurance or other applicable coverages in accordance with the provisions of that notice. If Employee elects to continue to participate in any such benefits through the COBRA continuation rights afforded under any of the applicable benefit plans, Employee must timely complete any election forms and timely make any required premium payments and otherwise comply with the terms of such benefit plans. Employee shall have no continuation rights to participate in the Company's benefit plans except as set forth in the applicable COBRA notices. 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 Thre...e 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. Provided that Executive signs this Agreement and does not revoke it, and signs the Supplemental Release of Claims attached as Exhibit A on or after the Termination Date, the Company agrees to pay to the Executive a sum of $292,000, subject to applicable tax withholdings. Additionally, in lieu of reimbursement to the Executive for premium costs under COBRA in amounts equivalent to the Company's share of health plan contributions, the Company agrees to pay to the Executive a sum of $24,285, subjec...t to applicable tax withholding, if any, to be used to offset the cost of the Executive's future health insurance premiums. View More

Consideration. The consideration for the redemption of the Shares shall be the sum of $1.00 in total (the "Consideration").

Consideration. 3.1. As final and total consideration for the Contractor's full performance of this Agreement and for the provision of Services, the Company shall pay to the Contractor a monthly fee of 30,160 NIS (plus VAT) as of the Commencement Date. All payments shall be made against issuance of a valid tax invoice by the Contractor at the end of each month. It is hereby agreed that against a full time position scope, the Contractor's fees will be increased accordingly to a monthly fee of 37,700 NIS (plus VA...T). 3.2. Mobile allowance. The Contractor will be entitled to receive 250 NIS per month for cell phone expenses against issuance of a valid tax invoice by the Contractor at the end of each month. 3.3. Car. The Contractor will be entitled to car expenses reimbursement in the total monthly amount of 3,250 NIS plus VAT. Payments of the car expenses by the Company under this paragraph are in lieu of traveling expenses. 3.4. The fees shall be payable within 14 days following receipt of the Contractor's tax invoice by the Company. 3.5. Withholdings shall be deducted at source from the payments made hereunder to the Contractor according to any applicable law. The Contractor shall bear any tax imposed in connection with the payments and benefits provided hereunder. 3.6. The Company shall bear and reimburse The Contractor for all expenses incurred by him in rendering the Services under this Agreement including but not limited to travel expenses, flights expenditures (business class) etc. 3.7. In the event of the Employee's continuous employment with the Company at the date of grant by the Save Foods Inc., the Company's parent company (hereinafter: "Save Foods"), to its and/or to Company's employees or service providers of options to purchase Save Foods' shares under employees' stock option plan which Save Foods intend to adopt subject to receipt of all approvals and permits required by the applicable law (the "Plan"), then the Company shall recommend to the Board of Directors of Save Foods to grant the Mr. Sztybel 1,500,000 options to purchase up to 1,500,000 of Save Foods' ordinary shares under the Plan, as determined by the Save Foods' sole discretion and subject to any approvals required by the applicable law. 3.8. Such options shall vest over 36 months period following the Commencement Date of Service, as follows: (a) 500,000 options shall vest following 12 months as of the date of grant, (b) 125,000 options shall vest following the lapse of each 3 months period thereafter. All other terms and conditions of the options shall be consistent to those applicable to other options grant to employees of the Company. 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.

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. (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. 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