Consideration for Agreement. You understand that the Group is engaged in a continuous program of research, development, production and marketing in connection with its business and that it is critical for the Group to preserve and protect its “Proprietary Information” (as defined in Section 2 below), its rights in “Inventions” (as defined in Section 4 below) and in all related intellectual property rights. You acknowledge that, as a result of your employment with the Company and/or its predecessors, you have and/or may receive confidential information, trade secrets, and/or specialized training from the Group, each of which constitutes good and valuable consideration in support of your obligations made under this Confidentiality, Invention Assignment, Non-Solicit, Non-Compete and Arbitration Agreement (this “Agreement”). As additional consideration, you may also have the opportunity to develop valuable business relationships with employees, agents, suppliers, and customers of the Group and to use the Group’s resources and goodwill in the marketplace to develop those relationships. Finally, by your signature below, you acknowledge that both the consideration outlined in your offer of employment from the Company and/or the letter to which this Agreement is attached and your continued employment with the Company (subject to Section 9), which the Company would not allow but for your execution of this Agreement, constitute additional consideration in support of your return promise to maintain the confidentiality of all specialized knowledge and confidential information as well as your promise to adhere to the other restrictions listed in this Agreement, including but not limited to those restrictions described in Section 7 of this Agreement.
Consideration for Agreement. In connection with my duties and responsibilities at CVS Health Corporation or one of its subsidiaries or affiliates, including Aetna Inc. (collectively, the “Corporation”), the Corporation will provide me with Confidential Information and/or access to the Corporation’s customers and clients and the opportunity to develop and maintain relationships and goodwill with them. In addition, the Corporation has awarded me equity contingent on the execution of this Agreement and compliance with its terms. In consideration of the foregoing and the mutual promises in this Agreement, I hereby agree with CVS to comply with the terms of this Agreement.
Consideration for Agreement. The Employee acknowledges and agrees that the execution of this Agreement is a condition precedent to his or her employment and/or continued employment with the Company.
Consideration for Agreement. An employee’s acceptance of an offer of employment or of continued employment by the Company after notice of this agreement manifest his or her assent to its terms. Such employment and the Company’s commitments contained in this Agreement constitute part of the consideration he or she receives in exchange for foregoing any and all right to litigate employment related disputes in a court of law. /s/ Gxxx Xxxx /s/ Exxx Xxxxx EMPLOYEE ImaRx Therapeutics, Inc. 4/27/05 6-7-05 DATE: DATE: Exhibit C Invention and Confidential Information Agreement ImaRx Therapeutics. Inc. INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT with Gxxx Xxxx Dated: 4/27/2005 INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT This INVENTION AND CONFIDENTIAL INFORMATION AGREEMENT is made between Gxxx Xxxx, sometimes hereinafter referred to as “Employee,” and ImaRx Therapeutics, Inc., hereinafter referred to as “Company,” effective as of the first day of employment by the Company of the Employee. In consideration of: (1) any compensation paid to me by the Company; (2) my employment as employee, consultant and /or independent contractor, and continuing employment by the Company; and (3) my access to Confidential Information (as hereinafter defined) of the Company, I, the undersigned Employee, hereby agree as follows:
Consideration for Agreement. EMPLOYEE agrees that gainful employment, or continued gainful employment, with EMPLOYER constitutes valid and binding consideration for this Agreement.
Consideration for Agreement. You also understand that the Separation Benefits which you will receive in exchange for signing and not later revoking this General Release Agreement are in addition to anything of value to which you already are entitled.
Consideration for Agreement. In partial consideration for this Agreement and the transactions contemplated hereby, ePHONE shall pay to Array at the Closing in cash the amount of $2,650,000.
Consideration for Agreement. In connection with my duties and responsibilities at CVS Caremark Corporation or one of its subsidiaries or affiliates (collectively, the “Corporation”), the Corporation will provide me with Confidential Information and/or access to the Corporation’s customers and clients and the opportunity to develop and maintain relationships and goodwill with them. In addition, the Corporation has awarded me restricted stock units contingent on the execution of this Agreement and compliance with its terms.
Consideration for Agreement. A portion of the proceeds of the Merger will be set aside in an escrow account to reimburse Adaptec for damages it may suffer as a result of any breach of the representations, warranties and covenants of the Company made in connection with the Merger. In consideration for this Agreement, the Company and Adaptec have agreed to waive the requirement that a portion of your Bonus be subject to such escrow. Company Stock Awards. The total proceeds of the Merger will be insufficient to result in any consideration payable to the holders of the Company's common stock. As a result, the stock option awards ("Stock Plan Awards") previously granted to you and currently outstanding (both vested and unvested) under the Aristos Logic Corporation Consolidated and Restated 2000 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan, as amended (the "Stock Plan") will not have a positive value in the Merger and will not be entitled to any payment or consideration from the proceeds of the Merger. As a result, the Company has determined to terminate all Stock Plan Awards and to terminate the Stock Plan upon consummation of the Merger. You agree that this Agreement shall serve as adequate notice of such termination under any notice provisions of the Stock Plan or any award agreement under the Stock Plan and you hereby expressly waive any further notice requirements in connection with Stock Plan Awards. You further acknowledge that no value shall be paid for your Stock Plan Awards and that such Stock Plan Awards will be terminated in the Merger. Severance. Unless you are identified as a transition employee, (identified to be terminated), you will not receive any severance payments in connection with the Merger, and you hereby waive any and all right or entitlement to severance benefits you might otherwise have with Aristos Logic, notwithstanding any provision to the contrary contained in any agreement, in the event your employment or service should terminate with the Company or Adaptec following the Merger.
Consideration for Agreement. The consideration for this Agreement is the mutual promises of the parties. Xxxxxx agrees to provide services for Xxxx as a companion, cook, housekeeper, and homemaker. In addition, on or before July 1, 2012, Xxxx shall gift the sum of $5,000 which she may deposit into her own account as she pleases. If Xxxx makes future gifts to Xxxxxx of cash or property, such gifts will not create an ongoing right in Xxxxxx to receive further such gifts. Neither party is being asked or required to abandon any education, employment, or career to enter into this cohabitation. The furnishing of sexual services forms no part of the consideration for the Agreement. In addition to the foregoing consideration for this agreement, including the provision for a waiver of any legal or equitable claims for support that might otherwise accrue to Xxxxxx, the parties agree that if either party hereafter terminates this agreement for any reason other than a marriage between them, and within fifteen days after Xxxxxx moves from any residence where the parties are then residing, Xxxx will pay to her a sum equal to $1,000/month multiplied by the number of months that the parties have resided together from and after May 15, 2012, to the date of termination hereof, in a single lump sum, provided that concurrent with said payment Xxxxxx may first be required by Xxxx to execute a further Mutual Release Agreement including waivers of any and all claims hereafter arising between the parties, and a waiver of California Civil Code section 1542, which provides as follows: 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. The Mutual Release Agreement shall also provide for the division of any personal or other property jointly owned by the parties. If for any reason the parties are in disagreement about this division, they agree to undertake a mediation or arbitration process as they then decide solely related to the issue of property division, and the payment provided for hereunder shall not be due until all issues between the parties have been settled or resolved between them. In the event this Agreement is terminated because of a marriage, there shall be no requirement for Xxxx to pay any sums hereunder, although Xxxxxx will retain all monies which she has actually received to that point, and there will be no require...
