Conditions of Benefits. Executive shall receive the benefits set forth in Section 5 and 6 hereof only if Executive (i) executes a separation agreement, which includes a general release, in a form and of a scope acceptable to Company in its discretion; (ii) presents satisfactory evidence to Company that he has returned all Company property, confidential information and documentation to Company; (iii) complies with, and does not violate, any provision of any confidentiality and/or non-solicitation agreements that Executive may have entered into with Company (a “Confidentiality Agreement”); (iv) provides the Operating Company and Company with a signed, written resignation of Executive’s status as an employee, officer and/or director of Company, as applicable; and (v) shall not be entitled to receive any compensation, benefits, or other payments from Company, except as set forth in this Agreement, as a result of or in connection with the termination of Executive’s employment at any time and for any reason. In the event Company reasonably believes that Executive has breached any provision of any Confidentiality Agreement, Company shall immediately terminate all benefits and Executive shall no longer be entitled to such benefits and payments under this Agreement and further shall be required to reimburse all payments previously made by Company pursuant to this Agreement. Such termination of benefits shall be in addition to any and all legal and equitable remedies available to Company, including injunctive relief.
Appears in 2 contracts
Samples: Change of Control Agreement (Ir Biosciences Holdings Inc), Change of Control Agreement (Ir Biosciences Holdings Inc)
Conditions of Benefits. Executive shall receive the benefits set forth in Section 5 and 6 hereof only if Executive (i) executes a separation agreement, which includes a general release, in a form and of a scope acceptable to Company in its discretion; (ii) presents satisfactory evidence to Company that he has returned all Company property, confidential information and documentation to Company; (iii) complies with, and does not violate, any provision of any confidentiality and/or non-solicitation agreements that Executive may have entered into with Company (a “Confidentiality Agreement”); (iv) provides the Operating Company and Company with a signed, written resignation of Executive’s status as an employee, officer and/or director of Company, as applicable; and (v) shall not be entitled to receive any compensation, benefits, or other payments from Company, except as set forth in this Agreement, as a result of or in connection with the termination of Executive’s employment at any time and for any reason. In the event Company reasonably believes that Executive has breached breached, or has threatened to breach, any provision of any Confidentiality Agreement, Company shall immediately terminate all benefits and Executive shall no longer be entitled to such benefits and payments under this Agreement and further shall be required to reimburse all payments previously made by Company pursuant to this Agreement. Such termination of benefits shall be in addition to any and all legal and equitable remedies available to Company, including injunctive relief.
Appears in 2 contracts
Samples: Change of Control Agreement (Ir Biosciences Holdings Inc), Change of Control Agreement (Ir Biosciences Holdings Inc)
Conditions of Benefits. Executive shall receive the benefits set forth in Section 5 and 6 hereof only if Executive (i) executes a separation agreement, which includes a general release, in a form and of a scope acceptable to Company in its discretion; (ii) presents satisfactory evidence to Company that he has returned all Company property, confidential information and documentation to Company; (iii) complies with, and does not violate, any provision of any confidentiality and/or non-solicitation agreements that Executive may have entered into with Company (a “"Confidentiality Agreement”"); (iv) provides the Operating Company and Company with a signed, written resignation of Executive’s 's status as an employee, officer and/or director of Company, as applicable; and (v) shall not be entitled to receive any compensation, benefits, or other payments from Company, except as set forth in this Agreement, as a result of or in connection with the termination of Executive’s 's employment at any time and for any reason. In the event Company reasonably believes that Executive has breached breached, or has threatened to breach, any provision of any Confidentiality Agreement, Company shall immediately terminate all benefits and Executive shall no longer be entitled to such benefits and payments under this Agreement and further shall be required to reimburse all payments previously made by Company pursuant to this Agreement. Such termination of benefits shall be in addition to any and all legal and equitable remedies available to Company, including injunctive relief.
Appears in 1 contract
Samples: Change of Control Agreement (Ir Biosciences Holdings Inc)