Consideration Contract Clauses (4,097)

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

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,... subject to applicable tax withholding, if any, to be used to offset the cost of the Executive's future health insurance premiums. View More

Consideration. In consideration for the above obligations of the Undersigned, in addition to those matters set forth in the Recitals to this Agreement, the Company agrees to provide the Undersigned with access to new Confidential Information and training relating to the Company's business, which will become Spirit's business after the Effective Time of the Merger, in a greater quantity and/or expanded nature than that already provided to the Undersigned. The Undersigned also will have access to, or knowledge... of, new Confidential Information of third parties, such as actual and potential customers, suppliers, partners, joint venturers, investors, financing sources, etc., of the Company and/or the Bank prior to the Merger. View More

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 your execution of this Release, the Company will provide you with the Retention Bonus and other benefits set forth in the Agreement, which consideration you would not otherwise be entitled to receive. Except as set forth in this Section 2, it is expressly agreed that the Company does not have any obligation to provide you at any time in the future with any payments, equity, benefits or other consideration. This Release shall not supersede any continuing obligations you may... have under the terms of the Agreement.3. Non-Filing of Complaint or Charges. By signing this Release, you represent and warrant that you have not filed any complaints, charges or claims for relief against any of the Releasees with any local, state or federal court or administrative agency. You further acknowledge and agree that you have waived any relief available to you (including with limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action referenced in Section 1 of this Release. 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

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