Company Consideration Sample Clauses

Company Consideration. For and in consideration for the promises made by Executive in this Agreement, AutoNation agrees as follows:

Company Consideration. The Company shall: 2.1.4.1 Sell, convey, and transfer the First Closing Shares to Purchaser; 2.1.4.2 Accept all of Purchaser’s right, title, and interest, and fully assume all of Purchaser’s liabilities and obligations under, the West Riverside Purchase Agreement, pursuant to the terms and conditions of the Assignment Agreement. Without limiting the generality of the foregoing, the Company shall be responsible to pay all amounts owed to the West Riverside Sellers as set forth in the West Riverside Purchase Agreement; 2.1.4.3 Consummate the transactions contemplated by the West Riverside Purchase Agreement; and 2.1.4.4 Reimburse Purchaser for (a) all costs and expenses owed by Purchaser to third-parties (including, but not limited to, legal, accounting, title, and surveying consultants) incurred in connection with the West Riverside Purchase Agreement, and (b) the One Hundred Thousand Dollar (USD$100,000) deposit paid by Purchaser under the West Riverside Purchase Agreement, the total of the foregoing amounts (a) and (b) not to exceed Two Hundred Thousand Dollars (USD$200,000).

Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided You timely sign and do not revoke this Agreement and this Agreement becomes effective) agrees to: a. provide You a one-time lump sum severance payment equal to one (1) times Your annual base salary ($515,000) (less applicable deductions and withholdings), within 60 days after the Termination Date. b. provide You a one-time lump sum payment of $360,500 (less applicable withholdings and deductions), representing Your target annual cash bonus relating to fiscal year 2022, within 60 days after the Termination Date. c. pay you an amount equal to Your annual cash bonus relating to fiscal year 2021 (less applicable deductions and withholdings), based on actual fiscal year 2021 performance and determined by the Compensation Committee of the Company’s Board of Directors and paid in the same manner as annual cash bonuses relating to fiscal year 2021 are typically determined by the Compensation Committee of the Company’s Board of Directors and paid with respect to similarly situated employees, within 60 days after the Termination Date. d. provide You a one-time lump sum payment of $42,202 (less applicable deductions and withholdings), representing one (1) times the amount equal to the aggregate premium cost to cover the existing coverage for You and your currently-enrolled eligible dependents for eighteen (18) months under the Company’s health, vision and dental plans in effect as of the Termination Date, within 60 days after the Termination Date. e. provide You a one-time lump sum payment (less applicable withholdings and deductions) equal to the value of 21,158 shares of the Company’s stock underlying the restrictive stock units (“RSUs”) granted to You and that would have vested, pursuant to Section 4(c)(i)(A) of the Company’s Amended and Restated Executive Severance Plan effective as of May 15, 2020 (the “Severance Plan”), calculated based on the closing market price on the Termination Date and paid in exchange for the Company cancelling such vested RSUs, within 60 days after the Termination Date. f. provide You with outplacement assistance through ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for 12 months, provided activation occurs by December 1, 2021.

Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided You timely sign and do not revoke this Agreement and this Agreement becomes effective) agrees to: a. provide You a one-time lump sum severance payment equal to one (1) times Your annual base salary $522,675 (less applicable deductions and withholdings) within 60 days after the Termination Date. b. provide You a one-time lump sum payment of $409,143 (less applicable withholdings and deductions), representing the average of Your annual cash bonuses over the last three fiscal years, within 60 days after the Termination Date. c. provide You a one-time lump sum payment of $42,525 (less applicable deductions and withholdings), representing one (1) times the amount equal to the aggregate premium cost to cover the existing coverage for You and your currently-enrolled eligible dependents for eighteen (18) months under the Company’s health, vision and dental plans in effect as of the Termination Date, within 60 days after the Termination Date. d. provide You a one-time lump sum payment (less applicable withholdings and deductions) equal to the value of 29,391 shares of the Company’s stock underlying the restrictive stock units (“RSUs”) granted to You and that would have vested, pursuant to Section 4(c)(i)(A) of the Company’s Amended and Restated Executive Severance Plan effective as of May 15, 2020 (the “Severance Plan”), calculated based on the closing market price on the Termination Date and paid in exchange for the Company cancelling such vested RSUs, within 60 days after the Termination Date. e. provide You with outplacement assistance through CMA for 12 months, provided activation occurs by March 15th, 2024.

Company Consideration. You acknowledge and agree that Your separation from the Company was effective as of the Separation Date and that You have resigned from all of Your director, officer and other positions with the Company and all of its affiliates, effective as of the Separation Date. You acknowledge and agree that the severance payments and benefits that you are entitled to receive in connection with the termination of your employment pursuant to Section 10 of the Employment Agreement, as set forth in the Separation Agreement, are being provided in exchange for the consideration You are providing under this Agreement and will only be payable to You if you execute this Agreement on or following the Separation Date, and this Agreement becomes effective and You do not revoke it.

Company Consideration. In consideration for Diamond’s (i) waiver of his rights contained in the 2005 Employment Agreement, (ii) execution and non-revocation of the General Release, and (iii) agreement to serve as Chairman, the Company agrees that: (i) Diamond shall receive no less than the compensation available to the Company’s independent directors. (ii) The Company will pay the Diamond severance in the total amount of Three Hundred Fifty Thousand Dollars ($350,000.00) (“Severance Pay”), minus applicable withholding. The Severance Pay shall be payable in semi-monthly increments for a period of six months (i.e. 12 payments, each of which constitutes 1/12th of the Severance Pay) in accordance with the Company’s standard payroll schedule (each such payment constitutes a “Severance Pay Payment”). If Diamond’s services are terminated hereunder prior to the end of such six-month period, the Severance Pay Payments shall continue to be made as provided herein. (iii) Diamond’s Time Vesting Options provided for by the 2005 Employment Agreement, as amended by that document entitled Amendment No. 1 entered into between the parties on October 11, 2005 (the term of which expires July 28, 2008), shall fully vest as of the Effective Date; (iv) Diamond’s options granted in 2004 to purchase 259,659 shares (the “2004 Options”) shall fully vest as of the Effective Date; (v) The Company will extend to February 5, 2011 the amount of time Diamond shall have to exercise his Time Vesting Options and to March 29, 2011 to exercise the 2004 Options, provided that such options must be exercised pursuant to the terms and procedures set forth in Company’s Stock Option Agreement; and (vi) The Company shall pay Diamond: (i) the amount of any Base Salary accrued through February 29, 2008, it being understood that, notwithstanding the Effective Date, Diamond shall not be entitled to any Base Salary or other compensation after February 29, 2008; and (ii) the amount of any accrued but unused vacation time (which the Parties agree is 40 days).

Company Consideration. Provided that Employee has complied with the terms of the Agreement, including Employee’s obligation not to engage in activities or employment competitive with Company and/or NETGEAR activities during Employee’s employment, and has remained employed through June 15, 2020, and has executed and not revoked this Supplemental Release, then as consideration for this Supplemental Release, the Company agrees to the following: (i) The Company shall pay Employee a lump sum of Fifteen Thousand Dollars ($15,000.00), less applicable withholding (the “Supplemental Payment”). The Supplemental Payment will be provided to Employee within ten (10) business days after Employee signs and returns this Supplemental Release, conditioned upon Employee not first revoking this Supplemental Release. (ii) The following outstanding Company Options and Company RSUs (as defined in the Agreement) shall be vested as of the Effective Date: • 271,118 shares of ▇▇▇▇ Common Stock (as defined in the Agreement) under outstanding Company Options, which shall be exercisable in accordance with the terms of the applicable Company Award Agreements and the Company Equity Incentive Plan (as defined in the Agreement) (for clarity, the Company has agreed to accelerate the vesting of 8,749 shares under the terms of this Supplemental Release); and • Company RSUs with respect to 43,216 shares of ▇▇▇▇ Common Stock under outstanding Company Award Agreements and the Company Equity Incentive Plan (for clarity, the Company has agreed to accelerate the vesting of 43,216 Company RSUs under the terms of this Supplemental Release), which shall be settled within thirty (30) days following the Separation Date.

Company Consideration. For and in consideration of the promises made by ▇▇▇▇ in Paragraph 4 of this Agreement, Company agrees as follows: (a) Company, on behalf of itself, its agents, successors and assigns, hereby irrevocably, forever and unconditionally releases, discharges, waives, and holds harmless ▇▇▇▇ from each and every claim, cause of action, right, liability, or demand of any kind and nature, arising from, or relating to, ▇▇▇▇’▇ engagement or separation from engagement with Company. This general release is a full and final bar to any claims Company may have as of the Effective Date against ▇▇▇▇. (b) Company also agrees that this Agreement does not, and shall not be construed to, constitute an admission by ▇▇▇▇ of any violation of any federal, state or local statute or regulation, or any violation of any of ▇▇▇▇’▇ rights or of any duty owed by ▇▇▇▇ to Company. (c) Company agrees to pay ▇▇▇▇ a total of $59,178 (consisting of accrued past pay for his employment since May 1, 2015) (the “Final Payment”) when the Company closes an equity financing transaction that (i) raises more than $1,000,000 in debt or equity financing and (ii) values the Company in an amount in excess of $8,500,000 (the “Triggering Transaction”). Upon the occurrence of a Triggering Transaction, the Company shall deliver the Final Payment to ▇▇▇▇ within thirty days after the Closing of the Triggering Transaction. (d) Upon the execution of this Agreement, Company agrees authorize the release of funds from its operating account to pay the following expenses and accounts payable. Amount Vendor Description $ 3,753.74 E. Will Gray II Expense Report dated August 13, 2015 $ 215.86 Suddenlink Internet and Cable $ 1,050.00 ▇▇▇▇ ▇▇▇▇▇▇▇ Geological worked performed in June $ 350.00 American Registrar TA Monthly Fees $ 415.74 ▇▇▇▇▇ Sources ▇▇▇▇▇ Agent $ 785.47 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partner Expense Reimbursement for Loan from Pacific Oil and Gas $ 824.46 Pacific Oil and Gas Fees associated with $99K Loan $ 1,322.25 112 ▇▇▇▇▇▇▇ South August Corporate Rent (e) Company agrees to waive the Non-Competition provisions contained in Section 4.6 of ▇▇▇▇’▇ Employment Agreement, and ▇▇▇▇ shall be free to operate within the industry and to pursue any and all business opportunities, including those opportunities ▇▇▇▇ examined during his employment with the Company.

Company Consideration. For and in consideration of the promises made by Executive in this Agreement, subject to Executive re-executing this Agreement as provided in Section 16 below and not revoking this Agreement prior to the expiration of the 7-day revocation period provided in this Agreement (the date of such expiration being hereinafter referred to as the (“Re-execution Effective Date”), AutoNation agrees as follows: