Common use of Forfeiture and Reimbursement Clause in Contracts

Forfeiture and Reimbursement. By signing this Separation Agreement, you agree that the promises you have made in it are of a special nature and that any material breach or material violation by you of the terms of this Separation Agreement will result in immediate and irreparable harm to Cerner. If you are found by a Court or Arbitrator to have committed a material breach of any confidentiality, non-competition, non-solicitation or other material provision in this Separation Agreement or your Employment Agreement, (i) Cerner’s obligation, if applicable, to deliver separation payments and benefits to you under this Separation Agreement will cease immediately, (ii) you will be obligated to reimburse Cerner for all separation payments already made to you under Paragraph 1.B., (iii) any outstanding Cerner Equity Award held by you will immediately be forfeited notwithstanding any contrary term or condition in any underlying grant instrument, and (iv) you will be obligated to return to Cerner all shares of Cerner common stock (or the proceeds from the sale of such shares if such shares have been sold) received by you under, or as a result of your exercise of, a Cerner Equity Award which was subject to accelerated vesting in accordance with Paragraph 1.C. Cerner will also be entitled to all other legal and equitable remedies available to it by law.

Appears in 2 contracts

Samples: Departure Agreement (CERNER Corp), Separation Agreement (CERNER Corp)

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Forfeiture and Reimbursement. By signing this Separation Agreement, you agree that the promises you have made in it are of a special nature and that any material breach or material violation by you of the terms of this Separation Agreement will result in immediate and irreparable harm to Cerner. If you are found by a Court or Arbitrator to have committed a material breach of any confidentiality, non-competition, non-solicitation or other material provision in this Separation Agreement or your Employment Agreement, (i) Cerner’s obligation, if applicable, to deliver separation payments and benefits to you under this Separation Agreement will cease immediately, (ii) you will be obligated to reimburse Cerner for all separation payments already made to you under Paragraph 1.B., (iii) any outstanding Cerner Equity Award held by you will immediately be forfeited notwithstanding any contrary term or condition in any underlying grant instrument, and (iv) you will be obligated to return to Cerner all shares of Cerner common stock (or the proceeds from the sale of such shares if such shares have been sold) received by you under, or as a result of your exercise of, a Cerner Equity Award which was subject to accelerated vesting in accordance with Paragraph 1.C. Cerner 1.X. Xxxxxx will also be entitled to all other legal and equitable remedies available to it by law.

Appears in 1 contract

Samples: Separation Agreement (CERNER Corp)

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Forfeiture and Reimbursement. By signing this Separation Agreement, you agree that the promises you have made in it are of a special nature and that any material breach or material violation by you of the terms of this Separation Agreement will result in immediate and irreparable harm to Cerner. If you are found by a Court or Arbitrator to have committed a material breach of any confidentiality, non-competition, non-solicitation or other material provision in this Separation Agreement or your Employment Agreement, (i) Cerner’s obligation, if applicable, to deliver separation payments and benefits to you under this Separation Agreement will cease immediately, (ii) you will be obligated to reimburse Cerner for all separation payments already made to you under Paragraph 1.B.Xxxxxxxxx 0.X, (iiixxx) any outstanding Cerner Equity Award held by you will immediately be forfeited notwithstanding any contrary term or condition in any underlying grant instrument, and (iv) you will be obligated to return to Cerner all shares of Cerner common stock (or the proceeds from the sale of such shares if such shares have been sold) received by you under, or as a result of your exercise of, a Cerner Equity Award which was subject to accelerated vesting in accordance with Paragraph 1.C. 1.B. Cerner will also be entitled to all other legal and equitable remedies available to it by law.

Appears in 1 contract

Samples: Separation Agreement (Cerner Corp /Mo/)

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