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Incentive Agreement
Incentive Agreement (19K)
Doc #2974793: Click preview link for longer preview.
Executive" --
Executive
INCENTIVE AGREEMENT
This Incentive Agreement (�Agreement�) is entered into this ___ day of November, 2005 (the �Effective Date�), between [INSERT EMPLOYEE NAME] (�Employee�) and ADVANCED BIOTHERAPEUTICS, INC. (individually, �Employer,� and, collectively with its affiliates, Athersys, Inc. (�Athersys�) and ReGenesys, LLC, the �Company�).
WHEREAS, the Employee is employed by Advanced Biotherapeutics, Inc., a wholly-owned subsidiary of Athersys; and
WHEREAS, the Company is . . .
2974793
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| 2004 |
Incentive Agreement
Incentive Agreement (12K)
Doc #1093486: This document is immediately available for purchase, but does not have a preview available for viewing.
1093486
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| 2004 |
Incentive Agreement
Incentive Agreement (12K)
Doc #1093489: This document is immediately available for purchase, but does not have a preview available for viewing.
1093489
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| 2002 |
Incentive Agreement
Incentive Agreement (23K)
Doc #278956: Click preview link for longer preview.
INCENTIVE AGREEMENT
This incentive agreement (this "Agreement"), dated as of March 28,
2002, is by and among Monksland Holdings B.V., a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to Monksland on March 1, 2000 a Zero Coupon
Convertible Senior Note due 2008 at the issue price of $20,000,000 (the "Note")
upon repayment of $20,000,000 of a $40,000,000 note originally issued on July
14, 1999 under a Securities Purchase Agreement, dated as of November 6, 1998 (as
amended, the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corporation, plc, a public limited company organized under the laws of Ireland
("Elan"), and (ii) to EIS, an Affiliate of Monksland (as defined in Rule 501 of
Regulation D under the Securities Act), on November 22, 1999 an Amended and
Restated Series X Warrant for the Purchase of 91,406 Shares of Common Stock of
Ligand (the "Warrant"); and
WHEREAS, Ligand has requested that Monksland convert the Note into,
and that EIS exercise the Warrant for, shares of Common Stock, and Monksland
agrees to so convert the Note plus $ 4,736,824 of accrued interest on the Note
into shares of Common Stock and EIS agrees to so exercise the Warrant for shares
of Common Stock.
NOW, THEREFORE, in consideration of the covenants and mutual
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
Section 1. AGREEMENT TO ISSUE INCENTIVE SHARES.
In consideration for Monksland's agreement to convert all of the
aggregate issue price of the Note plus $4,736,824 of accrued interest into
Common Stock under the terms and conditions of the Note, as set forth on the
Conversion Notice for the Note, dated as of the date hereof, and for EIS's
agreement to exercise the Warrant in full for Common Stock under the terms and
conditions of the Warrant, as set forth in the Purchase Form for the Warrant,
dated as of the date hereof, Ligand will issue 102,151 shares of Common Stock
(the "Incentive Shares") to EIS, subject to the terms and conditions of this
Agreement.
{PAGE}
Section 2. REPRESENTATIONS AND WARRANTIES OF LIGAND.
(i) Except as otherwise set forth in the Schedule of Exceptions (as updated
on March 28, 2002) attached hereto as EXHIBIT A, the representations and
warranties of Ligand contained in the Purchase Agreement that are qualified by
any Material Adverse Effect or materiality are true and correct in all respects
and the representations and warranties of Ligand contained in the Purchase
Agreement that are not so qualified are true and correct in all material
respects, in each case, on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier date, and
Ligand has performed all covenants and agreements and satisfied all conditions
on its part to be performed or satisfied under the Purchase Agreement at or
prior to the date hereof;
(ii) As of the date hereof and since June 30, 1998, except as set forth in
the SEC Reports or the Schedule of Exceptions (as updated on March 28, 2002), no
event or development has occurred, and no information has become known, that,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;
(iii) The issuance of the Incentive Shares has not been enjoined
(temporarily or permanently);
(iv) Each of the Purchase Agreement, the New Registration Rights Agreement,
the License Agreement and, to the extent outstanding, the Securities, are, and
after giving effect to the issuance of the Incentive Shares, will be, valid and
enforceable against Ligand, except that (A) the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought and (B) any rights to indemnity or
contribution under the New Registration Rights Agreement may be limited by
federal and state securities laws and public policy considerations, and no event
that constitutes a breach of or a default under (or an event which, with notice
or passage of time or both would constitute a default under) this Agreement, the
New Registration Rights Agreement, the License Agreement or, to the extent
outstanding, the Securities, by Ligand has occurred and is continuing or, after
giving effect to the issuance and sale of the Incentive Shares, will have
occurred and be continuing;
(v) Under the Preferred Share Rights Agreement, dated as of September 13,
1996, between Ligand and Wells Fargo Bank, N.A., as amended (the "Rights
Agreement"), no event has occurred that has caused or will cause, and none of
the execution of this Agreement or the consummation of the transactions
contemplated hereby, including the issuance of the Incentive Shares, will cause,
rights issued thereunder to become exercisable or a "Distribution Date" to
occur, assuming compliance by Elan and its Affiliates with the provisions of
Section 14(c) of the Purchase Agreement; and
(vi) The New Registration Rights Agreement has been duly amended to include
278956
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Bear, Stearns
As referenced in this Incentive Agreement:
Bear, Stearns & Co. – the New
Registration Rights Agreement.
SCHEDULE 3(DD)
The Company has previously informed representatives of Purchaser of its
engagement of Lehman Brothers and Bear, Stearns & Co. Inc. in connection with
the transactions contemplated by the Agreement and/or the License Agreement,
including the issuance of the Shares.
4
{/
_____________
dt 210995
;
BU
As referenced in this Incentive Agreement:
Trustees of
Boston University – December 11, 2001, a lawsuit was filed in the United States District
Court for the District of Massachusetts against the Company by the Trustees of
Boston University and other former stakeholders of Seragen. The complaint
alleges breach of contract, breach of the implied covenants of good faith and
fair dealing
_____________
dt 269317
;
Elan
As referenced in this Incentive Agreement:
Elan
Corp – 1999 under a Securities Purchase Agreement, dated as of November 6, 1998 (as
amended, the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corp oration, plc, a public limited company organized under the laws of Ireland
("Elan"), and (ii) to EIS, an Affiliate of Monksland (as defined
_____________
dt 206851
;
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Epimmune
As referenced in this Incentive Agreement:
Epimmune, – Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company
_____________
"Epimmune" – Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune" ) has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a
_____________
Epimmune – Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a member of Nexus Properties VI LLC ("Nexus VI"), holding a
1% interest. Nexus VI owns the parcel
_____________
dt 207017
;
Ligand Pharma
As referenced in this Incentive Agreement:
Ligand Pharmaceuticals – 28,
2002, is by and among Monksland Holdings B.V., a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to Monksland on March 1, 2000 a Zero Coupon
Convertible Senior Note due
_____________
LIGAND PHARMACEUTICALS – S/ILLEGIBLE
Name: AMACO (NETHERLANDS) B.V.
Title: MANAGING DIRECTOR
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/KEVIN INSLEY
Name: KEVIN INSLEY
Title: PRESIDENT
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/PAUL V. MAIER
Name: PAUL V. MAIER
Title: SENIOR VP & CFO
6
{PAGE}
SCHEDULE OF EXCEPTIONS
As Updated March 28,
_____________
Ligand Pharmaceuticals – replaced with the New
Registration Rights Agreement.
SCHEDULE 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights
_____________
Ligand Pharmaceuticals – Registration Rights Agreement.
SCHEDULE 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under
_____________
Ligand Pharmaceuticals – 3(F)(I)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Seragen Technology, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
SCHEDULE 3(F)(II)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the
_____________
dt 213271
;
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Incentive Agreement
Incentive Agreement (24K)
Doc #278967: Click preview link for longer preview.
INCENTIVE AGREEMENT
This incentive agreement (this "Agreement"), dated as of December
20, 2001, is by and among Monksland Holdings, BV, a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to EIS, an Affiliate of Monksland (as
defined in Rule 501 of Regulation D under the Securities Act), on November 9,
1998 a Zero Coupon Convertible Senior Note due 2008 at the issue price of
$30,000,000 (the "First 1998 Note"), (ii) to EIS on November 9, 1998 a Zero
Coupon Convertible Senior Note due 2008 at the issue price of $10,000,000 (the
"Second 1998 Note") and (iii) to Monksland on December 29, 2000 a Zero Coupon
Convertible Senior Note due November 9, 2008 at the issue price of $10,000,000
(the "2000 Note" and, together with the First 1998 Note and the Second 1998
Note, the "Notes"), each under a Securities Purchase Agreement, dated as of
November 6, 1998 (the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corporation, plc, a public limited company organized under the laws of Ireland
("Elan");
WHEREAS, on November 9, 2001, EIS requested that Ligand reissue
each of the First 1998 Note and the Second 1998 Note in the name of Monksland,
pursuant to which Ligand reissued each of the First 1998 Note and the Second
1998 Note to Monksland; and
WHEREAS, Ligand has requested that Monksland convert the Notes
into shares of Common Stock on the date that the waiting period (or any
extension thereof) applicable to the conversion of the Notes under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall have been terminated or shall have expired, and Monksland agrees to
so convert the Notes plus $8,263,247 of accrued interest on the First 1998 Note,
$2,754,416 accrued interest on the Second 1998 Note and $788,376 of accrued
interest on the 2000 Note into shares of Common Stock, all in accordance with
that certain letter agreement by and between Monksland and Ligand dated the date
hereof (the "Letter Agreement").
NOW, THEREFORE, in consideration of the covenants and mutual
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
Section 1. AGREEMENT TO ISSUE INCENTIVE SHARES.
{PAGE}
In consideration for Monksland's agreement to convert all of the
aggregate issue price of the Notes plus $11,806,039 of accrued interest into
Common Stock under the terms and conditions of the Notes, as set forth on the
Conversion Notice, dated as of the date hereof, for each of the Notes and as set
forth in the Letter Agreement, Ligand will issue 274,843 shares of Common Stock
(the "Incentive Shares") to EIS, subject to the terms and conditions of this
Agreement. The Incentive Shares shall not be subject to forfeiture by EIS or
repurchase or redemption by Ligand by virtue of failure to obtain any necessary
approvals under the HSR Act.
Section 2. REPRESENTATIONS AND WARRANTIES OF LIGAND.
(i) Except as otherwise set forth in the Schedule of Exceptions (as updated
on December 20, 2001) attached hereto as EXHIBIT A, the representations and
warranties of Ligand contained in the Purchase Agreement that are qualified by
any Material Adverse Effect or materiality are true and correct in all respects
and the representations and warranties of Ligand contained in the Purchase
Agreement that are not so qualified are true and correct in all material
respects, in each case, on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to an earlier date, and
Ligand has performed all covenants and agreements and satisfied all conditions
on its part to be performed or satisfied under the Purchase Agreement at or
prior to the date hereof;
(ii) As of the date hereof and since June 30, 1998, except as set forth in
the SEC Reports or the Schedule of Exceptions (as updated on December 20, 2001),
no event or development has occurred, and no information has become known, that,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;
(iii) The issuance of the Incentive Shares has not been enjoined
(temporarily or permanently);
(iv) Each of the Purchase Agreement the New Registration Rights Agreement,
the License Agreement and, to the extent outstanding, the Securities, are, and
after giving effect to the issuance of the Incentive Shares, will be, valid and
enforceable against Ligand, except that (A) the enforcement thereof may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity and the discretion of the court before
which any proceeding therefor may be brought and (B) any rights to indemnity or
contribution under the New Registration Rights Agreement may be limited by
federal and state securities laws and public policy considerations, and no event
that constitutes a breach of or a default under (or an event which, with notice
or passage of time or both would constitute a default under) this Agreement, the
New Registration Rights Agreement, the License Agreement or, to the extent
outstanding, the Securities, by Ligand has occurred and is continuing or, after
giving effect to the issuance and sale of the Incentive Shares, will have
occurred and be continuing;
(v) Under the Preferred Share Rights Agreement, dated as of September 13,
1996, between Ligand and Wells Fargo Bank, N.A., as amended (the "Rights
Agreement"), no event
2
{PAGE}
has occurred that has caused or will cause, and none of the execution of this
Agreement or the consummation of the transactions contemplated hereby, including
the issuance of the Incentive Shares, will cause, rights issued thereunder to
become exercisable or a "Distribution Date" to occur, assuming compliance by
Elan and its Affiliates with the provisions of Section 14(c) of the Purchase
Agreement; and
278967
|
Bear, Stearns
As referenced in this Incentive Agreement:
Bear, Stearns & Co. – the New
Registration Rights Agreement.
SCHEDULE 3(dd)
The Company has previously informed representatives of Purchaser of its
engagement of Lehman Brothers and Bear, Stearns & Co. Inc. in connection with
the transactions contemplated by the Agreement and/or the License Agreement,
including the issuance of the Shares.
4
{/
_____________
dt 210996
;
BU
As referenced in this Incentive Agreement:
Trustees of Boston
University – December 11, 2001, a lawsuit was filed in the United States District Court
for the District of Massachusetts against the Company by the Trustees of Boston
University and other former stakeholders of Seragen. The complaint alleges
claims of breach of contract, breach of the implied covenant of good faith and
_____________
dt 269318
;
Elan
As referenced in this Incentive Agreement:
Elan
Corp – the "Notes"), each under a Securities Purchase Agreement, dated as of
November 6, 1998 (the "Purchase Agreement"), by and among Ligand, EIS and Elan
Corp oration, plc, a public limited company organized under the laws of Ireland
("Elan");
WHEREAS, on November 9, 2001, EIS requested that Ligand reissue
_____________
dt 206857
;
|
Epimmune
As referenced in this Incentive Agreement:
Epimmune, – Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company
_____________
"Epimmune" – Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune" ) has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a
_____________
Epimmune – Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
agreement with the Company in shares of Epimmune common stock.
The Company is a member of Nexus Properties VI LLC ("Nexus VI"), holding a
1% interest. Nexus VI owns the parcel
_____________
dt 207018
;
Ligand Pharma
As referenced in this Incentive Agreement:
Ligand Pharmaceuticals – December
20, 2001, is by and among Monksland Holdings, BV, a Dutch corporation
("Monksland"), Elan International Services, Ltd., a Bermuda corporation ("EIS"),
and Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Ligand").
RECITALS
WHEREAS, Ligand issued (i) to EIS, an Affiliate of Monksland (as
defined in Rule 501 of Regulation
_____________
LIGAND PHARMACEUTICALS – S/KEVIN INSLEY
-----------------------------------
Name: Kevin Insley
Title: Attorney in Fact
ELAN INTERNATIONAL SERVICES, LTD.
By: /S/KEVIN INSLEY
-----------------------------------
Name: Kevin Insley
Title: President
LIGAND PHARMACEUTICALS INCORPORATED
By: /S/PAUL V. MAIER
-----------------------------------
Name: Paul V. Maier
Title: Senior Vice President
Chief Financial Officer
6
{PAGE}
SCHEDULE OF EXCEPTIONS
As
_____________
Ligand Pharmaceuticals – rights have been replaced with the New
Registration Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("
_____________
Ligand Pharmaceuticals – with the New
Registration Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make
_____________
Ligand Pharmaceuticals – Rights Agreement.
SCHEDULE 3(f)(i)
Glycomed, Inc.
Allergan Ligand Retinoid Therapeutics, Inc.
Seragen, Inc.
Ligand Pharmaceuticals (Canada) Incorporated
Ligand Pharmaceuticals International, Inc.
Ligand Pharmaceuticals UK, Ltd.
Ligand JVR, Inc.
Marathon Biopharmaceuticals, Inc.
SCHEDULE 3(f)(ii)
Epimmune, Inc. ("Epimmune") has rights to make certain payments under an
_____________
dt 213281
;
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| 2002 |
Incentive Agreement
Incentive Agreement (36K)
Doc #405409: Click preview link for longer preview.
INCENTIVE AGREEMENT
This INCENTIVE AGREEMENT (the "Agreement") is entered into as of January 2, 2001 (the "Effective Date"), by and between Ask Jeeves, Inc. and Claudio Pinkus ("Employee").
RECITALS
WHEREAS the parties signed a Letter of Intent dated December 23, 1999 ("Letter of Intent") as a framework proposed to compensate Employee; and
NOW THEREFORE, the parties have agreed to address the subject matter of compensation with (a) . . .
405409
|
Ask Jeeves
As referenced in this Incentive Agreement:
Ask Jeeves, Inc – rapidly navigate through this document
Exhibit 10.45.1
INCENTIVE AGREEMENT
This INCENTIVE AGREEMENT (the "Agreement") is entered into as of January 2, 2001 (the "Effective Date"), by and between Ask Jeeves, Inc . and Claudio Pinkus ("Employee").
RECITALS
WHEREAS the parties signed a Letter of Intent dated December 23, 1999 ("Letter of Intent") as a framework proposed to compensate Employee; and
NOW
_____________
Ask Jeeves, Inc – full amount of the Joint Venture Equity Transfer for that entity or has not effectuated the full transfer, then at that time (i) Employee will be granted options to purchase Ask Jeeves, Inc . stock, the number of shares being calculated as the percentage of that Joint Venture Equity Transfer not completed times 16,667 (the "Alternate Compensation"); and (ii) Employee will no
_____________
Ask Jeeves, Inc – 95% interest in AJEE under the terms of this Agreement, (ii) the 0.475% interest in AJUK under the terms of this Agreement, plus be granted 8,334 options in Ask Jeeves, Inc . (reflecting that only 50% of the 0.95% interest was conveyed to Employee); and (iii) be granted 16,667 options in Ask Jeeves, Inc. (reflecting that 0% of the
_____________
Ask Jeeves, Inc – be granted 8,334 options in Ask Jeeves, Inc. (reflecting that only 50% of the 0.95% interest was conveyed to Employee); and (iii) be granted 16,667 options in Ask Jeeves, Inc . (reflecting that 0% of the interest in AJ Japan was conveyed). Employee would no longer be entitled to the remaining 0.475% interest in AJUK and 0.95% interest
_____________
Ask Jeeves, Inc – subject matter hereof and supersedes any and all prior written, oral, or other types of representations and agreements between Employee and Company, except for Employee's prior equity grants in Ask Jeeves, Inc . as detailed on Exhibit C. Nothing in this Agreement or in any prior proposals or drafts shall constitute any obligation on the part of either Employee or Company to
_____________
dt 1503184
| |
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Full Doc
| 2002 |
Incentive Agreement
Incentive Agreement (37K)
Doc #405413: Click preview link for longer preview.
INCENTIVE AGREEMENT
This INCENTIVE AGREEMENT (the "Agreement") is entered into as of January 2, 2001 (the "Effective Date"), by and between Ask Jeeves, Inc. and George Lichter ("Employee").
RECITALS
WHEREAS the parties signed a Letter of Intent dated December 23, 1999 ("Letter of Intent") as a framework proposed to compensate Employee; and
NOW THEREFORE, the parties have agreed to address the subject matter of compensation with (a) . . .
405413
|
Ask Jeeves
As referenced in this Incentive Agreement:
Ask Jeeves, Inc – rapidly navigate through this document
Exhibit 10.46.1
INCENTIVE AGREEMENT
This INCENTIVE AGREEMENT (the "Agreement") is entered into as of January 2, 2001 (the "Effective Date"), by and between Ask Jeeves, Inc . and George Lichter ("Employee").
RECITALS
WHEREAS the parties signed a Letter of Intent dated December 23, 1999 ("Letter of Intent") as a framework proposed to compensate Employee; and
NOW
_____________
Ask Jeeves, Inc – full amount of the Joint Venture Equity Transfer for that entity or has not effectuated the full transfer, then at that time (i) Employee will be granted options to purchase Ask Jeeves, Inc . stock, the number of shares being calculated as the percentage of that Joint Venture Equity Transfer not completed times 16,667 (the "Alternate Compensation"); and (ii) Employee will no
_____________
Ask Jeeves, Inc – 95% interest in AJEE under the terms of this Agreement, (ii) the 0.475% interest in AJUK under the terms of this Agreement, plus be granted 8,334 options in Ask Jeeves, Inc . (reflecting that only 50% of the 0.95% interest was conveyed to Employee); and (iii) be granted 16,667 options in Ask Jeeves, Inc. (reflecting that 0% of the
_____________
Ask Jeeves, Inc – be granted 8,334 options in Ask Jeeves, Inc. (reflecting that only 50% of the 0.95% interest was conveyed to Employee); and (iii) be granted 16,667 options in Ask Jeeves, Inc . (reflecting that 0% of the interest in AJ Japan was conveyed). Employee would no longer be entitled to the remaining 0.475% interest in AJUK and 0.95% interest
_____________
Ask Jeeves, Inc – subject matter hereof and supersedes any and all prior written, oral, or other types of representations and agreements between Employee and Company, except for Employee's prior equity grants in Ask Jeeves, Inc ., as detailed on Exhibit C. Nothing in this Agreement or in any prior proposals or drafts shall constitute any obligation on the part of either Employee or Company to
_____________
dt 1503185
| |