Executive Acknowledgments. By signing this Separation Agreement, Executive agrees that: he has been advised to consult with legal counsel concerning the terms of this Agreement prior to signing it; that he is entering into this Separation Agreement knowingly and voluntarily; that he has been paid for all time worked; and that he has paid for all unused accrued paid vacation leave in accordance with Company's vacation leave policy. Executive also acknowledges and agrees to cooperate in the return of all property belonging to Company, including but not limited to identification badge, keys, key cards, files (in whatever form – including electronic files), records, computer access codes, computer passwords, computer hardware, computer programs, instruction manuals, business plans, as well as other documents prepared or received and other property used in connection with his employment.
Executive Acknowledgments. The Executive acknowledges and agrees that (i) any and all loyalty obligations arising under Paragraph 18 were discussed with, and accepted by, the Executive prior to the commencement of the Executive’s employment as Executive Vice President; (ii) the loyalty obligations arising under Paragraph 18 constitute a material inducement to the Company to enter into this Agreement and to agree to employ the Executive on the terms and conditions stated herein; (iii) the loyalty obligations arising under Paragraph 18 are reasonable in time, territory, and scope, and in all other respects; (iv) should any part or provision of any covenant be held invalid, void, or unenforceable in any court of competent jurisdiction, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement; and (v) if any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of activities, or definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable terms shall be redefined to carry out the Executive’s and the Company’s intent in agreeing to these restrictive covenants. These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the loyalty obligations arising under Paragraph 18.
Executive Acknowledgments. Executive acknowledges and agrees that the Business Combination is not, and shall not be considered, a “Change in Control” of the Company under the Employment Agreement nor a “Change in Control” of the Company under the Lordstown Motors Corp. 2019 Incentive Compensation Plan. Executive and Company further acknowledge and agree that commencing on the date on which the Company enters into a definitive agreement regarding the Business Combination and until the earlier of (i) consummation of the Business Combination or (ii) the termination of the Business Combination without consummation, Executive shall not be entitled to receive or be issued any Stock Options pursuant to Section 3(e) of the Employment Agreement or deferred cash bonus awards pursuant to Section 3(f) of the Employment Agreement.
Executive Acknowledgments a. Executive acknowledges and understands that the restrictive covenants and nondisclosure provisions of the Employment Agreement, and all provisions related thereto, remain in full force and effect in accordance with the terms of the Employment Agreement.
b. Executive acknowledges, understands, and agrees that Bank has made no representation as to the nature or extent of tax treatment of the Retention Payment.
Executive Acknowledgments. Executive hereby acknowledges that (a) Executive has read this General Release, understands all of its terms, and executes it knowingly and voluntarily, with full knowledge of its significance and the consequences thereof; and (b) some or all of the Separation Benefits exceed the benefits that Executive would otherwise be entitled to upon separation of employment.
Executive Acknowledgments a. Executive acknowledges and agrees and understands that the consideration described in Section 3 is not required by the Bank’s policies and procedures and that the consideration in Section 3 exceeds any and all pay and benefits to which Executive already may have been entitled by contract or law, other than pursuant to the Employment Agreement, and constitutes good, valuable and sufficient consideration for Executive’s covenants and agreements contained in this Agreement. Executive further acknowledges that payment of the amounts identified in Section 3 of the Agreement shall fully satisfy the Bank’s obligations to the Executive under the Employment Agreement
b. Except as contemplated by Sections 3 and 4.b. above, Executive acknowledges, understands and agrees that Executive has been paid in full for all hours that Executive has worked for the Bank and that Executive has been paid any and all compensation or bonuses which have been earned by Executive through the date of execution of this Agreement.
c. Executive acknowledges and understands that, notwithstanding any provision of the Employment Agreement to the contrary, the restrictive covenants under Sections 7, 8 and 9 of the Employment Agreement and the enforcement provisions of Section 10 of the Employment Agreement shall remain in full force and effect.
d. Executive acknowledges, understands and agrees that Executive has been notified of Executive’s rights under the Family and Medical Leave Act (FMLA) and state leave laws. Executive further acknowledges, understands and agrees that Executive has not been denied any leave requested under the FMLA or applicable state leave laws and that, to the extent applicable, Executive has been returned to Executive’s job, or an equivalent position, following any FMLA or state leave taken pursuant to the FMLA or state laws.
e. Executive acknowledges, understands and agrees that it is Executive’s obligation to make a timely report, in accordance with the Bank’s policy and procedures, of any work-related injury or illness. Executive further acknowledges, understands and agrees that Executive has reported to the Bank’s management personnel any work-related injury or illness that occurred up to and including Executive’s last day of employment.
f. Executive acknowledges, understands, and agrees that Executive has no knowledge of any actions or inactions by any of the Releasees or by Executive that Executive believes could possibly constitute a basis for a claimed viola...
Executive Acknowledgments. Executive acknowledges and agrees that (i) the Company is engaged in a highly competitive business; (ii) as a result of Executive’s employment with the Company, Executive has been granted, and may be granted further, equity or rights to acquire equity in the Company or an Affiliate; (iii) the Company has expended considerable time and resources to develop goodwill with its Business Partners and others, and to create, protect, and exploit its Confidential Information; (iv) the Company must continue to prevent the dilution of its goodwill and unauthorized use or disclosure of its Confidential Information to avoid irreparable harm to its legitimate business interests; (v) Executive’s participation in or direction of the Company’s day-to-day operations and strategic planning is an integral part of the Company’s continued success and goodwill; (vi) given his position and responsibilities, Executive is a fiduciary of the Company and necessarily will be creating Confidential Information that belongs to the Company and enhances the Company’s goodwill, and in carrying out his responsibilities Executive in turn will be relying on the Company’s goodwill and the disclosure by the Company to him of Confidential Information; and (vii) Executive will have access to Confidential Information that could be used by unauthorized third parties in a manner that would irreparably harm the Company’s competitive position in the marketplace and dilute its goodwill.
Executive Acknowledgments a. Executive acknowledges and agrees that he has read this Agreement carefully, understands all of its terms, and agrees to those terms voluntarily.
b. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT INCLUDES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
Executive Acknowledgments. The Executive acknowledges that he or ------------------------- she has read and understands the provisions of this Agreement, that he or she has been given an opportunity for his or her legal counsel to review this Agreement and that the provisions of this Agreement are reasonable and that he or she has received a copy of this Agreement.
Executive Acknowledgments. Executive acknowledges and agrees that Executive has carefully read this entire Agreement and has been given sufficient opportunity to discuss this Agreement with the Company before signing. In addition, Executive acknowledges and agrees that Executive has been given an adequate opportunity to consult with Executive’s lawyer, accountant, tax advisor, spouse and other persons Executive deems appropriate concerning this Agreement and the terms and conditions hereof.
