Common use of Agreement by the Company Clause in Contracts

Agreement by the Company. 3.1 The Company hereby agrees to pay to the Employee as compensation for loss of office and in full and final settlement of the particular complaints set out in Clause 4.1 herein: 3.1.1 The sum of £49,500 within the period of thirty days after the Termination Date. The payment referred to in Clause 3.1.1 above shall be made (after the Employee has been provided with his P45), without deduction of income tax or National Insurance Contributions in relation to the first £30,000 of the payment, the balance being subject to deduction of tax at the OT rate or such other subsequent tax withholding requirements as required by the Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ or any modification or statutory re-enactment of the same. The Employee will assume responsibility for the payment of any further tax due and shall account to HM Revenue and Customers in due course for such tax. 3.2 A condition of the payment referred to in Clause 3.1.1 is that any liability to income tax or employee’s National Insurance Contributions in respect of the first £30,000 of this payment and in relation to the other sums paid to the Employee pursuant to this agreement (save where the Employer has agreed to make deductions at source prior to payment to the Employee), shall be the responsibility of the Employee who agrees to indemnify and keep the Company indemnified on demand in respect of such income tax or employee National Insurance Contributions (including any interest or penalties or associated costs). It shall be a condition precedent to the indemnity that the Company agrees to promptly notify the Employee of any claim for income tax or employee national insurance and shall provide the Employee with reasonable assistance (excluding financial assistance but including, if required, the provision of any relevant documentation) in order to enable the Employee to dispute any claim for income tax and the Company further undertakes not to make any payment of income tax or employee national insurance without allowing the Employee a reasonable opportunity to dispute any such claim with HM Revenue & Customs or relevant authorities at his own cost. 3.3 The Company and Employee agree that as of the Termination Date the Employee will hold options to purchase an aggregate of 300,000 shares of the Company’s Common Stock, 0.001 par value per share and will be vested in and have the right to purchase 175,000 shares of the Company’s Common Stock as of October 4, 2013 pursuant to a Stock Option Agreements dated as December 13, 2011, by and between the Company and Employee (the “Option Agreement”). As part consideration for the Employee’s execution of this Agreement, the Company agrees that on the Termination Date Employee shall vest in and have the right to exercise an additional 18,750 shares of its Common Stock pursuant to the Option Agreement that would otherwise remain unvested and unexercisable, for a total of 193,750 shares of Common Stock exercisable pursuant to the Option Agreement. Furthermore, the Company agrees that the period the Employee has to exercise each such option is extended until June 30th 2014. The Employee acknowledges that any shares of Common Stock acquired by the Employee upon exercise of the Option Agreement shall continue to be subject to the 2005 Stock Plan and the Company’s right of first refusal in the Option Agreement and the other restrictions on transfer set forth therein. 3.4 The Company will reimburse the Employee for any outstanding business expenses properly due to him from the Company in accordance with the Company’s expense claim arrangements, subject to the Employee presenting a claim to the Company by the Termination Date together with all vouchers and receipts that the Company may reasonably require. 3.5 The Company will pay to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Employee’s Solicitors, as Qualified Lawyers, a sum not exceeding £350 plus VAT as a contribution towards the legal costs incurred by the Employee for advice as to the terms and effect of this Agreement, within fourteen days of receipt of an appropriate invoice from the Employee’s Solicitors addressed to the Employee, marked payable by the Company and the Company’s receipt of two copies of this Agreement signed by the Employee with the Certificate attached to this Agreement at Schedule 1 signed by the Qualified Lawyer.