Early Termination of Transition Period. Notwithstanding anything in this Agreement to the contrary: the Company may terminate the Transition Period effective immediately by written notice to Xxxxxx in the event that: (a) Xxxxxx breaches any material term of this Agreement and, if curable, such breach has not been cured ten (10) days after the Company gives written notice of the breach to Xxxxxx; or (b) the Company reasonably believes that Xxxxxx (i) has engaged in theft, fraud, embezzlement or unauthorized use of the property of the Company; or (ii) is convicted of a felony or engages in any other conduct that, in the reasonable discretion of the Company, causes damage to the Company’s reputation or standing in the community or industry in which it operates; provided that, for clarity but without limiting the generality of the foregoing, a failure by Xxxxxx in any month during the Transition Period to perform Transition Services reasonably requested by Targacept, subject to the maximums set forth in Section 3(b), shall constitute a material breach of this Agreement. In addition, Xxxxxx may terminate the Transition Period effective immediately by written notice to Targacept at any time after September 30, 2012. Upon termination of the Transition Period, the Company’s obligations to provide compensation shall cease immediately and Xxxxxx, for himself and for his heirs, successors, assigns, or anyone else claiming under or through Xxxxxx, agrees that neither he nor any of the foregoing shall have any right to further compensation under this Agreement beyond that pro rata portion of his monthly compensation due as of the effective date of such termination.
Early Termination of Transition Period. The Transition Period shall terminate prior to February 25, 2021 in the following circumstances: February 24, 2020 Page 3 of 13
A. Termination by the Company
Early Termination of Transition Period. In the event the Board determines in its sole discretion for any reason, at the Transition Date or any time after the Transition Date but before the two-year anniversary of the Transition Date, that it shall elect a Chairman other than Executive to serve as Chairman of the Board, Executive or his estate shall be entitled to receive all remaining benefits under Section 4.1 that would have been provided to Executive had he continued as Chairman for such two-year period, as long as Executive executes and does not revoke the release agreement described above in Section 4.2. For the avoidance of doubt, the prior sentence includes a determination by the Board to elect a Chairman other than Executive as a result of Executive’s death or Disability (as defined below in Section 5.1(b)) during the Transition Period. Notwithstanding the foregoing, in the event that, prior to the two-year anniversary of the Transition Date, Executive resigns as non-executive Chairman of the Board or Executive is removed from the Board due to “cause” or an “act of misconduct” (as such terms are defined in Section 23 of the Company’s 2010 Long-Term Incentive Plan), Executive shall not be entitled to continue to receive any of the remaining benefits under Section 4.1 above.
Early Termination of Transition Period. Either the Employer or Executive may terminate the Transition Period at any time with or without cause. If the Employer elects to terminate Executive’s employment before December 31, 2015 other than as a result of a material breach by Executive of any of Executive’s obligations under this Transition Agreement, Executive will be entitled to receive (1) the payments and benefits provided in Section 8 below (except in such circumstances the lump sum cash payment in Section 8(b) shall be an amount equal to $450,000 instead of $292,500) and (2) Executive’s 2015 bonus in such amount as determined by the Board in the ordinary course. If Executive elects to resign Executive’s employment before December 31, 2015 or if the Employer terminates Executive’s employment before December 31, 2015 as a result of a material breach by Executive of any of Executive’s obligations under this Transition Agreement, Executive will be not be entitled to receive the 2015 Bonus or the payments and benefits provided in Section 8 below, except the Accrued Rights described in Section 8(a) below.
Early Termination of Transition Period. Although at the time of execution of this Agreement the Board does not contemplate terminating the Transition Period before October 14, 2009, the Board retains the right, which it has delegated to the Chairman of the Board and is exercisable by him in his absolute discretion, to terminate the Transition Period at any time between the Transition Date and October 14, 2009, inclusive, for any reason or for no reason.
Early Termination of Transition Period. In the event the Board determines in its sole discretion for any reason, at the Transition Date or any time after the Transition Date but before the two-year anniversary of the Transition Date, that it shall elect a Chairman other than Executive to serve as Chairman of the Board, Executive or his estate shall be entitled to receive all remaining benefits under Section 4.1 that would have been provided to Executive had he continued as Chairman for such two-year period, as long as Executive executes and does not revoke the release agreement described above in Section 4.
Early Termination of Transition Period. If, during the Transition Period, the Company reasonably believes that you have failed to provide the Advisory Services or otherwise breached any obligation you may owe to the Company, the Company may terminate the Transition Period upon written notice to you. Additionally, you or the Company may terminate the Transition Period, for any reason, upon 30 days’ written notice to the other party.
Early Termination of Transition Period. Either the Company or Executive may terminate the Transition Period at any time with or without cause effective upon at least 30 days’ advance notice to the other Party. If the Company elects to terminate the Executive’s employment before the Termination Date, Executive will be entitled to receive a lump sum payment (in addition to all payments and benefits provided in Section 4 below) in an amount equal to the unpaid base salary Executive would have received during the Transition Period had the Transition Period not been terminated early (the “Base Salary Payments”). If Executive elects to resign Executive’s employment before the Termination Date, Executive will be entitled to receive all payments and benefits provided in Section 4 below, except as follows: (i) the Pro Rata Bonus for 2014 (referred to in Section 4(d) below) will be calculated based on Executive’s date of resignation, not the Termination Date; (ii) if Executive’s last day of employment by the Company is before August 1, 2014, Executive will not be entitled to receive the accelerated vesting provided for in Section 4(c) below; and (iii) if Executive’s last day of employment by the Company is on or after August 1, 2014 and before October 1, 2014 and, at the time of such termination of employment the Company has not identified and does not employ the successor to Executive as the Company’s Chief Financial Officer, the extent (if any) to which Executive will be entitled to receive the accelerated vesting provided for in Section 4(c) below will be at the sole discretion of the Company.
