Consideration by the Company Clause Samples
The 'Consideration by the Company' clause defines the obligation of the company to provide something of value, such as payment, shares, or other benefits, in exchange for goods, services, or commitments from another party. In practice, this clause specifies what the company will give, when it will be delivered, and any conditions that must be met before the consideration is provided. Its core function is to ensure that both parties clearly understand what is being exchanged, thereby reducing the risk of disputes over compensation or performance.
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Consideration by the Company. In consideration of your agreement to retire from on the Retirement Date, your release, your waiver of certain change in control benefits, and your other agreements as set forth in this Section and elsewhere in this Agreement, the Company agrees to provide you with the supplemental consideration specified in this Section. You acknowledge that you are not otherwise entitled to the supplemental consideration provided by this Section. In the event of your death, termination due to disability, or dismissal by the Company without good cause shown at any time after you sign this Agreement and prior to the payment of any of the supplemental consideration amounts provided by this Section, your entitlement to such amounts will not be adversely affected and, in the case of your death, any payments for which a beneficiary has not already been duly designated will be paid to your estate.
(A) GENERAL PROVISIONS ((i) through (iv)
(i) Fulfillment Payments
Consideration by the Company. In consideration for Employee’s promises made herein, the Company agrees to the following, which Employee acknowledges and agrees is full and adequate consideration for Employee’s execution of this Agreement:
Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Release, (y) timely execution and delivery to the Company of this Agreement and Release by no later than March 6, 2023, and (z) timely execution and delivery (without revocation) to the Company of the “bring-down” release of claims attached hereto as Annex A (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”):
(i) The Company shall continue to pay, as severance, Employee’s base salary at its current annual rate of $525,000 (less applicable withholdings) for a period of twelve (12) months following the Separation Date on the Company’s normal payroll schedule (the “Severance”); provided, that the first installment of the Severance shall be paid on the Company’s first regular payroll date that follows the date that the Bring-Down Release has become fully effective and irrevocable in accordance with its terms (together with any installments that would have been paid prior to such date absent this proviso); and
(ii) Solely for purposes of Employee’s outstanding award of 174,942 restricted stock units, granted pursuant to that certain Restricted Stock Unit Agreement pursuant to the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, dated as of January 6, 2022, by and between Employee and the Company (the “Retained RSU Award”), Employee shall be treated as having experienced a “Termination of Service by the Company without ‘Cause’” as of the Separation Date pursuant to Section 2(c)(ii) of the Retained RSU Award, and the Retained RSU Award shall otherwise continue in full force and effect in accordance with its terms.
(b) For the avoidance of doubt, except as expressly set forth in this Section 4 with respect to the Retained RSU Award, all of Employee’s outstanding equity, equity-linked, and or long-term cash-based awards, whether granted under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, the Tellurian Inc. Incentive Compensation Program, the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan, Employee’s Long Term Incentive Award Agreements with the Company, dated as of January 13, 2022 ...
Consideration by the Company. For and in consideration of the promises made by the Employee in this Agreement, the Company shall:
a. Waive any age requirement under, and deem Employee’s termination of employment to constitute, a Qualified Retirement under any Restricted Stock Award(s) that are unvested and outstanding as of the Retirement Date.
b. With the exception of any claim arising from fraud, illegal activity or dishonesty, the Company and its subsidiaries, related companies, parents, successors and assigns agrees to forever unconditionally release, waive and discharge Employee and his heirs, executors, administrators successors and assigns from any and all claims, debts, liabilities, promises, agreements, demands, causes of action, attorneys’ fees, losses and expenses of every nature whatsoever, known or unknown, suspected or unsuspected, filed or unfiled, arising prior to the Release Effective Date of this Agreement, or arising out of or in connection with Employee’s employment with the Company or any affiliate of the Company.
c. The Company agrees and promises that it will not engage in any disparaging conduct directed at Employee, and the Company shall refrain from making any derogatory statements or disparaging behavior concerning Employee in the future.
Consideration by the Company. As separate consideration for my waiver and release of claims as found in paragraph 3(a) of this agreement, provided I sign, return, and do not revoke this Election for Additional Compensation and Release Agreement, within the applicable time frame, I will receive the following:
Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Release, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twenty-one (21) days after delivery of this Agreement and Release to Employee by the Company, and (z) timely execution and delivery (without revocation) to the Company of the “bring-down” release of claims attached hereto as Annex B (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”):
(i) solely for purposes of the Phase 1 ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions of Employee’s Construction Incentive Award Agreement with Tellurian Services LLC, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”), Employee’s termination of employment with the Company Group on the Separation Date shall be treated as a “Termination Without Cause” (as defined in the CIP Award), such that the Phase 1 and Phase 2 portions of the CIP Award shall remain outstanding and eligible to vest in accordance with the “Vesting Schedule” set forth in the CIP Award (without regard to the continued service condition therein) and the other terms and conditions of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” (as defined in the CIP Award) on or before April 17, 2028, (y) Employee’s continued compliance with the “Restrictive Covenants” (as defined in the CIP Award), and (z) Employee’s timely execution and delivery (without revocation) of the “Release” (as defined in the CIP Award); provided, that, in accordance with the CIP Award, if a “Change of Control” (as defined in the CIP Award) occurs within six (6) months following the Separation Date, any then-unvested portion of the Phase 1 and Phase 2 portions of the CIP Award shall immediately vest and become payable in full in accordance with the terms and conditions of the CIP Award (including clauses (y) and (z) above); and
(ii) for purposes of Employee’s Long Term Incentive Award Agreement with the Company, effective as of January 13, 2022 (the “Outstanding ICP LTI Award”), with respect to the 985,436 “Tracking Units” described therein, all unvested...
Consideration by the Company. Employee will receive fifty thousand (50,000) shares of restricted stock pursuant to the terms of the Company's 2003 Stock Plan, which terms are incorporated fully herein. Employee agrees that said restricted stock, his continued employment, salary and benefits, and other good and valuable consideration not discussed herein, are adequate and sufficient consideration for his promises set forth in this Agreement.
Consideration by the Company. In consideration of your agreement to retire, your release, and your other agreements as set forth in this Agreement, the Company will provide you with the benefits specified in this Section. You acknowledge that you are not otherwise entitled to the consideration provided in this Section. In the event of your death prior to the payment of any of the amounts set forth in this Section, your entitlement to such consideration will not be adversely affected and any payments for which a beneficiary has not already been duly designated will be paid to your estate.
Consideration by the Company a) Within eight business days after Employee executes this Agreement and Employee and his counsel each provide to the Company the below requested forms, the Company agrees to deliver to counsel for Employee:
1) A check made payable to "▇▇▇▇▇▇ ▇▇▇▇▇" in the total gross amount of$10,000.00 for Employee's claim for emotional distress;
2) A check made payable to "Client Trust Account of the ▇▇▇▇▇▇▇ Law Firm" in the amount of $6,666.00.00; and
3) A check made payable to "▇▇▇▇▇▇ ▇▇▇▇▇" in the gross amount of $3,334.00, less applicable deductions and withholdings.
b) The Company will issue 1099 forms to Employee for payments set forth in paragraphs 2(a)(l) and 2(a)(2). Employee hereby acknowledges and agrees that he is solely responsible for all tax obligations, if any, including but not limited to all reporting and payment obligations, which may arise as a consequence of this settlement. Employee hereby agrees to indemnify and hold the Company harmless from and against any and all loss, cost, damage or expense, including without limitation, attorney's fees incurred by the Company, arising out of any dispute over the tax treatment of the proceeds received by Employee as a result of this settlement.
Consideration by the Company. The Company hereby agrees to pay or ---------------------------- provide to Employee the following:
a. As severance, One Hundred Thirteen Thousand Eight Hundred Fifteen and no/100 ($113,815.00) Dollars, payable in thirteen (13) equal installment of Eight Thousand Seven Hundred Fifty-Five and no/100 ($8,755.00) (subject to normal required withholding taxes) biweekly beginning October 11, 1996 and continuing through March 28, 1997;
b. Continuation until midnight October 1, 1996, of to health care benefits provided to Employee as of the date of this Agreement. (In order to continue such benefits, Employee shall elect continuing health care coverage under COBRA effective October 1, 1996):
c. Options covering 10,000 shares of the Common Stock, par value $0.01 per share, exercisable until October 1, 2001, such options to be evidenced by an option agreement in the form attached hereto as Exhibit "B" and to be granted pursuant to and subject to the terms of the Company's 1992 Stock Option Plan;