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. 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 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. 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. 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 hereunder for whatever reason the Executive shall:
(a) forthwith tender his resignation as a Director of the Company and of any Associated 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 materials 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 or any Associated 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 Associated Company or any supplier, agent, distributor or customer of the Company or any Associated 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 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. Section 3.1 Termination of Employment by the Company without Cause or by the Executive for Good Reason. If during the term of this Agreement, the employment of the Executive is terminated by the Company without Cause or is terminated by the Executive for Good Reason, the Executive shall be entitled to the following, in addition to the sums payable in accordance with Section 3.3:
(a) An amount equal to three times the sum of (1) the Executive’s base salary at the rate in effect on the Date of Termination and (2) the average of the annual bonuses earned by the Executive, inclusive of the bonus bank, with respect to the three full fiscal years that immediately preceded the year in which the Date of Termination occurs under the Company’s annual bonus plan, which payment is intended to constitute a short-term deferral under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (“Section 409A”). The Company shall pay such amounts in a lump sum on the eighth day following the Executive’s execution of the Waiver and Release in the form attached as Exhibit A.
(b) For a period of 18 months following the Date of Termination, the Company shall continue to provide group life insurance, long-term disability insurance and health insurance benefits (collectively, the “Group Benefits”) to the Executive commensurate with those received by the Executive immediately prior to the Date of Termination or, alternatively, the Company shall compensate the Executive for the out-of-pocket costs incurred by the Executive to obtain commensurate benefits, including a gross-up payment to the Executive for the income tax consequences of such reimbursements (but not a gross-up for any other purpose); provided, however, that if the Executive is provided some or all of his Group Benefits by a subsequent employer, the Company’s obligation hereunder shall be limited to the obligation to make up any shortfall, if and to the extent the benefits provided by the subsequent employer are less favorable than those provided by the Company, and provided further, that Executive shall submit all benefit claims and requests for reimbursement hereunder in a timely manner in order that all payments due under this Section 3.1(b) may be made no later than the end of the calendar year following the year in which the expense was incurred, after which time no payments shall be made. Any gross-up payment made hereunder shall be made no later than the end of the calendar yea...
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.