Valuable Consideration Clause Samples

Valuable Consideration. 2.1. Company agrees to provide Executive with all payments and benefits set forth in section 4 of the Employment Agreement in accordance with the terms set forth therein (“Severance”). 2.2. Executive acknowledges that the benefits described above are being provided to his expressly in exchange for his entering into this Agreement.

Valuable Consideration. 2.1 [Benefits to be provided to be specified here.]1 2.2 Employee acknowledges that some of the benefits described above are over and above anything owed to him/her by law, contract or under the policies of the Company, and that they are being provided to Employee expressly in exchange for his entering into this Agreement. Except as specified in this Section 2, or otherwise expressly provided in or pursuant to the Agreement, Employee shall be entitled to no compensation, benefits or other payments or distributions, and references in the release of claims below against the Company shall be deemed to also include reference to the release of claims against all compensation and benefit plans and arrangements established or maintained by the Company and its affiliates. All amounts otherwise payable under this Agreement shall be subject to customary withholding and other employment taxes, and shall be subject to such other withholding as may be required in accordance with the terms of this Agreement. 1Note: Benefits to be specified shall the benefits provided by Sections 5(e) or 5(f) of the Employment Agreement, as applicable, as well as a reference to any other payments owed to Employee at the time of termination (e.g., vesting of equity awards).

Valuable Consideration. Owner is entering into this Agreement in consideration for, and as an inducement to his execution of the Purchase Agreement and the consummation of the transactions contemplated thereby and the commitment of the Parent Company to perform its obligations undertaken therein, which Owner acknowledges is adequate, valid and legal consideration for his execution of this Agreement.

Valuable Consideration. 2.1 [Benefits to be provided to be specified here.]1 2.2 Employee acknowledges that some of the benefits described above are over and above anything owed to him/her by law, contract or under the policies of the Company, and that they are being provided to Employee expressly in exchange for his entering into this Agreement. Except as specified in this Section 2, or otherwise expressly provided in or pursuant to the Agreement, Employee shall be entitled to no compensation, benefits or other payments or distributions, and references in the release of claims below against the Company shall be deemed to also include reference to the release of claims against all compensation and benefit plans and arrangements established or maintained by the Company and its affiliates. All amounts otherwise payable under this Agreement shall be subject to customary withholding and other employment taxes, and shall be subject to such other withholding as may be required in accordance with the terms of this Agreement.

Valuable Consideration. The parties hereby acknowledge that: (a) value has been given; (b) the Guarantor has rights, or, in the case of after-acquired property, will have rights, in the Collateral; and (c) the parties have not agreed to postpone the time for attachment of the security interest created by this Agreement. The parties further agree that the Security Interest created by this Agreement are intended to attach to all Collateral in which the Guarantor acquires an interest as a result of any amalgamation, arrangement or similar proceeding.

Valuable Consideration a. If Executive signs this Agreement, and provided that Executive does not breach this Agreement, the Company shall provide the following benefits to Executive: i. The Company shall provide Executive with continued healthcare coverage consistent with pre-separation elections, subject to the Executive electing continued coverage under COBRA and paying the same employee share that Executive paid pre-separation, until the earlier of (i) September 1, 2020 or (ii) the date the Executive becomes eligible for coverage under a plan offering benefits that are substantially similar, on the whole, to those provided by the Company’s healthcare plans, whether through a new employer or coverage under a spouse’s plan (“Severance Payment”). ii. The Company shall pay Executive the Consulting Fee for the Consulting Services to be provided by Executive, as specified and defined in Sections 14 through 17 hereof. b. The Company will allow Executive to retain his 2015 options, vest the remaining 25% effective November 1, 2019 and extend the exercise period to August 31, 2022, the expiration date in the CarLotz, Inc. 2011 Stock Incentive Plan Share Option Agreement dated November 1, 2015 (“Option Agreement”); provided further that if, at a later date, the 2015 options are extended for active Company employees past their expiration date of August 31, 2022, the same extension shall apply to Executive’s options under the Option Agreement.

Valuable Consideration. The Company shall provide Executive with the retention benefit set forth in Paragraph 1(a) (the “Separation Benefits”). Executive acknowledges and agrees that the Separation Benefits constitute adequate legal consideration for the promises and representations made by Executive in this Agreement. Executive’s receipt of the Separation Benefits is contingent upon Executive complying with the following conditions: (i) this Agreement must become effective, as set forth in Paragraph 5 below and (ii) Executive must continue to abide by the surviving provisions of the Proprietary Rights Agreement described in Paragraph 4(f) below, except for any provisions of the Proprietary Rights Agreement which conflict with this Agreement (the “Conflicting Provisions”), in which case this Agreement will govern. For clarification, Section 13 (“Covenant Not to Compete or Solicit”) of the Proprietary Rights Agreement is a Conflicting Provision, and Paragraph 14 of this Agreement shall therefore govern.

Valuable Consideration. The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder. If the foregoing is in accordance with your understanding, please sign and return this Agreement together with the other required documents signifying your agreement to purchase the Purchased Securities.

Valuable Consideration. 2.1. Company agrees to Executive the sum of $2,124,087.61 (“Separation Payment”). This sum is calculated as follows: 2x sum of base salary + target bonus, or 2 x ($442,000 + $397,800) = $1,679,600, plus Prorated bonus, based on February 2025 bonus prorated through November 5, 2025, or $444,487.61. 2.2. The Separation Payment will be paid in a lump sum within 10 business days after the Termination Date and will be less required withholding. 2.3. Assuming Executive timely elects to continue his health insurance pursuant to COBRA, Company will pay the full premiums on his behalf for 18 months or until he is eligible for the benefits of another employer, whichever occurs first. All accrued but unused PTO will be paid out on Executive's final paycheck less required withholding. 2.4. Workiva will also accelerate the vesting of all Equity Awards unvested as of the Termination Date, subject to Executive’s timely execution and non-revocation of this Agreement. Any delays in the settlement or payment of such awards that are set forth in the applicable award agreement or the Workiva Inc. Nonqualified Deferred Compensation Plan, or that are required under § 409A of the Internal Revenue Code, will remain in effect. For the avoidance of doubt, (i) Equity Awards which are restricted stock units (other than performance stock units) will vest in full on the Termination Date, and (ii) Equity Awards which are performance stock units will vest at target performance. 2.5. If a Change in Control (as defined in the Employment Agreement) occurs within three months following the Termination Date, Executive will be entitled to receive an additional payment of $1,237,600 (i.e. 1x sum of base salary + target bonus), which is the additional amount due under Section 5.4 of the Employment Agreement. 2.6. Executive acknowledges that the benefits described above are being provided to him as required by the Employment Agreement and in exchange for his entering into this Agreement.