Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administratively administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment which is required to be made promptly under this Letter Agreement, such payment will be made in all instances no later than December 31, of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28, 2018 In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with Z▇▇ Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsas amended from time to time, and in-kind distributions, its implementing regulations and shall be administratively administered accordinglyguidance (“Section 409A”). Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him to Executive pursuant to Section 409A of the Code. 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of 409A. If and to the Code. In the case of extent required to comply with Section 409A, any reimbursement payment which is or benefit required to be made promptly paid under this Letter Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of in the Code, then for event that the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) on (or, if earlier, the date of termination, any amount the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such Non-Exempt Payments which would be paid prior required delay period in order to catch up to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum original payment within five (5) business days after such six-month anniversaryschedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly Sincerely yours, By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President Chairman and Chief Executive Officer I have read and accept this employment offerLetter Agreement: Dated: September 28December 10, 2018 2021 In consideration of benefits I will receive under by virtue of my employment agreement with the Company, I hereby release, acquit and forever discharge discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtordebtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Dated: December 10, 2021 As a condition of my employment with Z▇▇ Ventures IncorporatedOndas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second PartyExecutive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property IP Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsas amended from time to time, and in-kind distributions, its implementing regulations and shall be administratively administered accordinglyguidance (“Section 409A”). Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him to Executive pursuant to Section 409A of the Code. 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of 409A. If and to the Code. In the case of extent required to comply with Section 409A, any reimbursement payment which is or benefit required to be made promptly paid under this Letter Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of in the Code, then for event that the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) on (or, if earlier, the date of termination, any amount the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such Non-Exempt Payments which would be paid prior required delay period in order to catch up to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum original payment within five (5) business days after such six-month anniversaryschedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly Sincerely yours, By: /s/ S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President Chief Financial Officer I have read and accept this employment offerLetter Agreement: Dated: September 28June 3, 2018 2020 In consideration of benefits I will receive under by virtue of my employment agreement with the Company, I hereby release, acquit and forever discharge discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtordebtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. As a condition of my employment with Z▇▇ Ventures IncorporatedOndas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second PartyExecutive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property IP Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsas amended from time to time, and in-kind distributions, its implementing regulations and shall be administratively administered accordinglyguidance (“Section 409A”). Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him to Executive pursuant to Section 409A of the Code. 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of 409A. If and to the Code. In the case of extent required to comply with Section 409A, any reimbursement payment which is or benefit required to be made promptly paid under this Letter Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of in the Code, then for event that the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) on (or, if earlier, the date of termination, any amount the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such Non-Exempt Payments which would be paid prior required delay period in order to catch up to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum original payment within five (5) business days after such six-month anniversaryschedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly Sincerely yours, By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ NameChief Executive Officer I have read and accept this Letter Agreement: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28June 3, 2018 2020 In consideration of benefits I will receive under by virtue of my employment agreement with the Company, I hereby release, acquit and forever discharge discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtordebtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Date: As a condition of my employment with Z▇▇ Ventures IncorporatedOndas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second PartyExecutive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property IP Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursementsas amended from time to time, and in-kind distributions, its implementing regulations and shall be administratively administered accordinglyguidance (“Section 409A”). Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him to Executive pursuant to Section 409A of the Code. 409A. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of 409A. If and to the Code. In the case of extent required to comply with Section 409A, any reimbursement payment which is or benefit required to be made promptly paid under this Letter Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of in the Code, then for event that the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) on (or, if earlier, the date of termination, any amount the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such Non-Exempt Payments which would be paid prior required delay period in order to catch up to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum original payment within five (5) business days after such six-month anniversaryschedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly Sincerely yours, By: /s/ E▇▇▇ ▇. ▇▇▇▇▇ Name: E▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28June 3, 2018 2020 In consideration of benefits I will receive under by virtue of my employment agreement with the Company, I hereby release, acquit and forever discharge discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtordebtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Date: As a condition of my employment with Z▇▇ Ventures IncorporatedOndas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second PartyExecutive”) agree to the following terms under this Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property IP Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administratively administered accordingly. Executive hereby agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment which is required to be made promptly under this Letter Agreement, such payment will be made in all instances no later than December 31, of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, By: /s/ E▇▇▇ ▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer I have read and accept this employment offer: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28, 2018 In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with Z▇▇ Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement To the extent applicable, it is intended to that this Separation Agreement comply with or, as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue CodeCode of 1986, as amended, and the interpretative regulations and guidance thereunderpromulgated thereunder ("Section 409A"). This Agreement will be administered and interpreted in a manner consistent with this intent, including and any provision that would cause this Separation Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the exceptions for extent permitted by Section 409A). Employee and Company agree that this termination of employment shall be considered a "separation from service" from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts and benefits payable pursuant to this Separation Agreement that are not short-term deferralsdeferrals or otherwise exempt from Section 409A, which would otherwise be provided during the six month period immediately following Employee's separation pay arrangementsfrom service, reimbursementsshall instead be paid on the first business day after the date that is six months following Employee's termination of employment (or upon death, and if earlier). In addition, for purposes of this Separation Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Separation Agreement shall be construed as a separate identified payment for purposes of Section 409A. Any reimbursement or advancement payable to Employee pursuant to this Separation Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required under any applicable expense policy. Any amount of expenses eligible for reimbursement, or in-kind distributionsbenefit provided, and during a calendar years shall be administratively administered accordingly. Executive hereby agrees that not affect the Company mayamount of expenses eligible for reimbursement, without further consent from Executiveon in-kind benefit provided, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him pursuant to Section 409A of the Codeduring any other calendar year. The Company cannot guarantee that the payments and benefits that may be paid right to any reimbursement or provided in-kind benefit pursuant to this Letter Separation Agreement will satisfy all applicable provisions of Section 409A of the Code. In the case of any reimbursement payment which is required to be made promptly under this Letter Agreement, such payment will be made in all instances no later than December 31, of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28, 2018 In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it subject to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know liquidation or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtorexchange for any other benefit.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with Z▇▇ Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement To the extent applicable, it is intended to that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue CodeCode of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, extent permitted by Section 409A). You and in-kind distributions, and Knight agree that your termination of employment shall be administratively administered accordingly. Executive hereby agrees that considered a “separation from service” from the Company may, without further consent from Executive, make within the minimum changes to this Letter Agreement as may be necessary or appropriate meaning of Section 409A. To the extent required in order to avoid the imposition of additional taxes or accelerated taxation and/or tax penalties on him pursuant to under Section 409A of the Code. The Company cannot guarantee 409A, amounts that the payments would otherwise be payable and benefits that may would otherwise be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the Code. In amount of such expenses eligible for reimbursement in any taxable year shall not affect the case expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of any reimbursement payment which is required to such expenses shall be made promptly under this Letter Agreement, such payment will be made in all instances no later than December 31, the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the date of termination shall instead be accumulated and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read and accept this employment offer: Dated: September 28, 2018 In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Release to revoke the Agreement and Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with Z▇▇ Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):
Appears in 1 contract
Code Section 409. This Letter Agreement To the extent applicable, it is intended to that this Agreement and Release comply with Section 409A of the Internal Revenue Codeor as applicable, and the interpretative guidance thereunder, including the exceptions for constitute a short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall deferral or otherwise be administratively administered accordingly. Executive hereby agrees that exempt from the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on him pursuant to Section 409A of the Code. The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the Codeinternal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement and Release during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In the case addition, for purposes of any reimbursement payment which is required this Agreement and Release, each amount to be made promptly paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Letter AgreementAgreement and Release, (i) the amount of such payment will expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made in all instances no later than December 31, the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Release. The Company makes no representation that any or all of the payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) this Agreement and Release will be exempt from or any other exemption available under comply with Section 409A of the Code (the “Non-Exempt Payments”), if Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the date of termination, any amount of such Non-Exempt Payments which would be paid prior and makes no undertaking to the six-month anniversary preclude Section 409A of the date of termination shall instead be accumulated Code from applying to any such payment. You understand and paid in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement agree that you shall be deemed effective when signed below by solely responsible for the Executivepayment of any taxes and penalties incurred under Section 409A. We appreciate your service to Knight, and we wish you the best in all your future endeavors. Very truly Sincerely yours, Knight Capital Americas LLC By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President I have read Executive Vice President, Chief Operating Officer and accept this employment offer: Dated: September 28Chief Financial Officer Knight Capital Group, 2018 In consideration Inc. On behalf of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. As a condition of my employment with ZKnight Capital Americas LLC /s/ ▇▇▇▇▇▇ Ventures Incorporated▇▇▇▇▇ Date: May 10, its subsidiaries, affiliates, successors or assigns (together, the “Company”), 2013 ▇▇▇▇▇▇ ▇▇▇▇▇ Subscribed and in consideration sworn to before me This 10th day of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):May 2013 NOTARY PUBLIC
Appears in 1 contract