Opportunity for Review Contract Clauses (86)

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer to consult with his own independent counsel before signing this Agreement. Employee represents and warrants that Employee (i) has had sufficient opportunity to consider this Separation Agreement, (ii) has read this Separation Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee, (v) has entered into this Separation Agreement of Employee's... own free will and volition, (vi) has duly executed and delivered this Separation Agreement, (vii) understands that Employee is responsible for Employee's own attorneys' fees and costs, (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his choice or has chosen voluntarily not to do so, (x) understands that Employee has been given twenty-one (21) days to review this Separation Agreement before signing this Separation Agreement, and understands that he is free to use as much or as little of the 21-day period as Employee wishes or considers necessary before deciding to sign this Separation Agreement, (xi) understands that if Employee does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the Separation Date, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered, and (xii) understands that this Separation Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms. 6 (B) The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed it by delivering a written notice of revocation to Employer (attention: Mark Flynn) by no later than 11:59 p.m. on the seventh (7th) day after Employee's execution of this Separation Agreement. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. View More

Opportunity for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Optionee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of t...he Committee upon any questions relating to the Plan and this Award Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein. View More

Opportunity for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the 2016 Plan and this Option Agreement. The Optionee has reviewed the 2016 Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the 2016 Plan and this Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or i...nterpretations of the Committee upon any questions relating to the 2016 Plan and this Option Agreement. The Optionee further agrees to notify the Company upon any change his or her residence address. The Optionee and the Company further agree that the Option is granted under and governed by Section 102 and the Trust Agreement. Furthermore, the Optionee agrees that the Option and any underlying Shares will be issued to or controlled by the Trustee for the Optionee's benefit, pursuant to the terms of the Ordinance, including any regulations, rules, orders and procedures promulgated thereunder and the Trust Agreement. Optionee confirms that he or she is familiar with the terms and provisions of Section 102 and the Trust Agreement and agrees that during the Lockup Period in accordance with Section 102, he or she will not require the Trustee to release the Option or Shares to him or her, or to sell the Option or Shares to a third party, unless permitted to do so by applicable law and he or she bears the full implications of such request. View More

Opportunity for Review. (A) Employee represents and warrants that Employee: (i) has had sufficient opportunity to consider this Agreement; (ii) has read this Agreement; (iii) understands all the terms and conditions hereof; (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee; (v) has entered into this Agreement of Employee's own free will and volition; (vi) has duly executed and delivered this Agreement; (vii) understands that Employee is responsible for Employee's own attorney's fe...es and costs; (viii) has had the opportunity to review this Agreement with counsel of Employee's choice or has chosen voluntarily not to do so; (ix) understands the Employee has been given twenty-one (21) days to review this Agreement before signing this Agreement and understands that he is free to use as much or as little of the 21-day period as he wishes or considers necessary before deciding to sign this Agreement; (x) understands that if Employee does not sign and return this Agreement to ID Systems within 21 days of his receipt, ID Systems shall have no obligation to enter into this Agreement, Employee shall not be entitled to the payments and benefits set forth in Section 4 of this Agreement, and the Separation Date shall be unaltered; and (xi) this Agreement is valid, binding and enforceable against the parties to this Agreement in accordance with its terms. (B) This Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to ID Systems by Employee. The parties to this Agreement understand and agree that Employee may revoke this Agreement after having executed and delivered it to ID Systems by so advising ID Systems in writing no later than 11:59 p.m. on the seventh (7th) day after Employee's execution and delivery of this Agreement to ID Systems. If Employee revokes this Agreement, it shall not be effective or enforceable, Employee shall not be entitled to the payments and benefits set forth in Section 4 of this Agreement, and the Separation Date shall be unaltered. Agreed to and accepted on this 16th day of December, 2016. Witness: EMPLOYEE: /s/ Katie O'Sullivan /s/ Norman Ellis Katie O'Sullivan Name: Norman Ellis Agreed to and accepted on this 16th day of December, 2016. ID SYSTEMS, INC. /s/ Lindsay Estelle Name: Lindsay Estelle Title: Director, Human Resources EX-10.1 2 ex10-1.htm SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the "Agreement") is entered into between Norman Ellis with an address at 3061 Silent Wind Way, Henderson, NV 89052 (the "Employee") and I.D. Systems, Inc. ("ID Systems"), together with its parent, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing with an address at 123 Tice Boulevard, Woodcliff Lake, NJ 07677 (the "Released Parties"). View More