Obligations Upon Termination of Employment. In connection with Recipient's employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's and its Affiliates' confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's termination of employment ...
Obligations Upon Termination of Employment. Upon and after the Executive’s termination of employment with the Company and until such time as no obligations of the Executive to the Company hereunder exist, the Executive shall (i) provide a complete copy of this Agreement to any person, entity or association which the Executive proposes to be employed, affiliated, engaged, associated or to establish any business or remunerative relationship prior to the commencement of any such relationship and (ii) shall notify the Company of the name and address of any such person, entity or association prior to the commencement of such relationship.
Obligations Upon Termination of Employment. Upon termination of employment for any reason:
a. Employee shall completely, efficiently and effectively transfer to the Company any and all patents, copyrights, intellectual property or other discoveries, inventions, or creations which have been developed during the duties performed under and during the term of this Agreement. Employee further agrees to assist the Company in every proper way (but at the Company’s expense, such expense not to include any fee or surcharge to Employee other than normal compensation required by law) to obtain and from time to time maintain, defend, and enforce intellectual property rights on Company’s patents, copyrights, intellectual property or other discoveries, inventions, or creations in any and all countries.
b. Employee shall return to the Company, in good condition and repair, all materials (including copies stored in any format) and property supplied to Employee, by the Company, if any, which may be in Employee’s possession or under Employee’s control.
Obligations Upon Termination of Employment. (a) If, during the Employment Period and prior to a Change of Control (as defined below) (i) the Company shall terminate Employee's employment for any reason (other than for Cause pursuant to Section 1.4 of this Agreement), or (ii) Employee shall voluntarily terminate her employment for Good Reason (as defined below), then Employee shall be entitled to receive severance compensation equal to the sum of (A) continuance of her Base Salary and Deemed Bonus (as defined) for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (1) if permitted under Company's group health, life and disability insurance coverage ("Insurance Coverage"), continuation at the cost of Company of Employee's and Employee's dependents' coverage thereunder (subject to such changes in coverage as shall apply to Company's employees generally) or (2) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until comparable employment is obtained, whichever occurs first, and (C) her pro rated bonus, as determined by the Compensation Committee in its good faith judgment, for the portion of any fiscal year prior to the termination date ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B) (2) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the Severance Period; the Severance Benefit payable under (C) above shall be paid in a lump sum not later than 30 days following the last day of the Employment Period. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance satisfactory to the Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment, (Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third parties and (Z) a covenant by Employee not to disparage the Company, and (ii) Employee shall be in compliance with all of Employee's obligations which survive termination hereof, including without limitation those arising under Sections 3 and 4 hereof. The Severance Benefits are intended to be in lieu of all other p...
Obligations Upon Termination of Employment. On the termination of your employment hereunder you will:
21.1. forthwith tender your resignation from any office you held with us or any Group Company offices you then hold (without payment or agreement of compensation therefore) and you hereby irrevocably authorise the Company Secretary for the time being on your behalf to sign any documents and do any things necessary or requisite to give effect thereto;
21.2. deliver up to us all correspondence drawings documents and other papers and all other property belonging to us or any Group Company or any third party involved with our business which may be in your possession or control (including such as may have been made or prepared by or have come into your possession or in the course of employment which relate in any way to our business or affairs or those of the Group Company or any third party involved with our business or any suppliers agents distributors or customers) and you must not without our written consent retain any copies thereof;
21.3. if so requested send to the Company Secretary a signed statement confirming that you have complied with a sub-clause 21.1 and 21.2 thereof;
21.4. not at any time represent that you are still connected with us or any Group Company; and
21.5. forthwith discharge all your outstanding obligations to us, whether monetary (e.g. reimbursement of advances) or otherwise, incurred during, by virtue of or in connection with your employment, and agree that without prejudice CDT may withhold payment of any money or delivery of other things due to you by virtue of your employment, whether before or after termination, until you have fully discharged all such obligations to us.
Obligations Upon Termination of Employment. Upon the termination of his employment for whatever reason the Executive shall:-
(a) deliver up to the Company all property to the Company or any of its Affiliates which may be in his possession or under his control, and (unless prevented by the owner) any documents and other property belonging to others which may be in his possession or under his control and which relate in any way to the business or affairs of the Company or any of its Affiliates or any supplier, agent or customer of the Company or any of its Affiliates, and he shall not, without the written consent of the Board, retain any copies of any such documents whether in tangible or electronic or other form;
(b) expunge from any personal computer or electronic device in his possession or control (and not owned or leased by the Company or its Affiliates) any Confidential Information belonging to the Company or its Affiliates stored in such computers or electronic devices; and
(c) not at any time represent himself still to be connected with the Company or any of its Affiliates.
Obligations Upon Termination of Employment. 4.1 Termination by the Company Without Cause, or by Employee for Good Reason, or Pursuant to Section 10.3
Obligations Upon Termination of Employment. Upon the termination of his employment under this Agreement for whatever reason, or upon the Company’s exercise of its rights under clause 4.2(b) at any time after notice of termination has been given under clause 3.2, the Executive shall:
(a) at the request of the Company immediately tender his resignation as a director of the Company and of any Associated Company and from any trusteeships held by him of trusts established by the Company or any Associated Company without compensation;
(b) deliver up to the Company all vehicles, keys, credit cards, correspondence, documents, specifications, reports, papers and records (including any computer materials such as discs or tapes) and all copies of them and any other property (whether or not similar to the foregoing or any of them) belonging to the Company or any Associated Company which may be in his possession or under his control and (unless prevented by the owner) any such property belonging to others which may be in his possession or under his control and which relates in any way to the business or affairs of the Company or any Associated Company or any supplier, agent, distributor or customer of the Company or any Associated Company and he shall not without the written consent of the Company Leader retain any copies of such property;
(c) if so requested send to the Company Secretary a signed statement confirming that he has complied with clause 19(b); and
(d) not at any time represent himself still to be connected with the Company or any Associated Company.
Obligations Upon Termination of Employment. Upon the termination of his employment hereunder for whatever reason the Executive shall:
(a) forthwith tender his resignation as a Director of the Company without compensation. To secure his obligation under this Agreement the Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to sign any documents and do any things necessary to give effect thereto, if the Executive shall fail to sign or do the same himself;
(b) deliver up to the Company all vehicles, keys, credit cards, correspondence, documents, specifications, reports, papers and records (including any computer material such as discs or tapes) and all copies thereof and any other property (whether or not similar to the foregoing or any of them) belonging to the Company which may be in his possession or under his control, and (unless prevented by the owner thereof) any such property belonging to others which may be in his possession or under his control and which relates in any way to the business or affairs of the Company or any supplier, agent, distributor or customer of the Company, and he shall not without written consent of the Board retain any copies thereof;
(c) if so requested send to the Company Secretary a signed statement confirming that he has complied with clause 11(b); and
(d) not at any time represent himself still to be connected with the Company.
Obligations Upon Termination of Employment. Upon termination or expiry of this Agreement for any reason, the Executive acknowledges that all items of any kind created or used by her pursuant to her employment or furnished by the Hospital to her including, but not limited to, all equipment, books, records, credit cards, reports, files, CDs, manuals, literature, confidential information, or other materials shall remain and be considered the exclusive property of the Hospital at all times, and shall be surrendered to the President & CEO, in good condition, promptly without being requested to do so.
