Common use of Right to Cancel Payments Clause in Contracts

Right to Cancel Payments. (a) In addition to the remedies set forth above in Sections 16.01 and 16.02, the Company may, at the sole discretion of the Board, cancel, rescind, suspend, withhold or otherwise limit or restrict the Severance Payment under Section 5.02 (Termination by the Company Without Cause or by the Employee For Good Reason) (which excludes any other payments made to Employee under Section 2.0 and under Sections 5.0 and 6.0 above), whether vested or not, at any time if: (i) Employee is not in compliance with all of the provisions of Section 13.0 (Confidentiality), Section 14.0 (Work Product Assignment) and Section 15.0 (Covenant Not to Compete); and (ii) Such non-compliance has been finally determined by binding arbitration pursuant to Section 17.0 (Dispute Resolution). (b) As a condition to the receipt of any Severance Payment, Employee shall certify to the Company that he is in compliance with the provisions set forth above. (c) In the event that Employee fails to comply with the provisions set forth in Section 13.0 (Confidentiality), Section 14.0 (Work Product Assignment) and/or Section 15.0 (Covenant Not to Compete), as finally determined by binding arbitration pursuant to Section 17.0 (Dispute Resolution), prior to or within twelve (12) months after any payment by the Company with respect to any Severance Payment under Section 5.02, such payment may be rescinded by the Company within 12 months thereafter. In the event of such rescission, Employee shall pay to the Company, within 12 months of the Company’s rescission of one or more Severance Payments, the amount of any such payment(s) received as a result of the rescinded payment(s), without interest, in such further manner and on such further terms and conditions as may be required by the Company; and the Company shall be entitled to set-off against the amount of such payment any amount owed to Employee by the Company, other than wages. (d) Employee acknowledges that the foregoing provisions are fair, equitable and reasonable for the protection of the Company’s interests in a stable workforce and the time and expense the Company has incurred to develop its business and its customer and vendor relationships.

Right to Cancel Payments. (a) A. In addition to the remedies set forth above in Sections 16.01 15.1 and 16.0215.2, the Company may, at the sole discretion of the Board, cancel, rescind, suspend, withhold or otherwise limit or restrict any MIP bonus payouts granted to Employee or the Severance Payment under Section 5.02 4.2 (Termination by the Company Without Cause or by the Employee For for Good Reason) (which excludes any other payments made to Employee under Section 2.0 4 and under Sections 5.0 5 and 6.0 6 above), whether vested or not, at any time if: (i) Employee is not in compliance with all of the provisions of Section 13.0 12 (Confidentiality), Section 14.0 13 (Work Product Assignment) and Section 15.0 14 (Covenant Not to Compete); and (ii) Such non-compliance has been finally determined by binding arbitration pursuant to Section 17.0 23 (Dispute Resolution). (b) B. As a condition to the receipt of any such MIP bonus payout or Severance Payment, Employee shall certify to the Company that he is in compliance with the provisions set forth above. (c) C. In the event that Employee fails to comply with the provisions set forth in Section 13.0 12 (Confidentiality), Section 14.0 13 (Work Product Assignment) and/or Section 15.0 14 (Covenant Not to Compete), as finally determined by binding arbitration pursuant to Section 17.0 23 (Dispute Resolution), prior to or within twelve (12) months after any payment by the Company with respect to any MIP bonus payout or the Severance Payment under Section 5.024.2, such payment payment(s) may be rescinded by the Company within 12 twelve (12) months thereafter. In the event of such rescission, Employee shall pay to the Company, within 12 twelve (12) months of the Company’s rescission of one a bonus or more Severance Paymentsseverance payment, the amount of any such payment(s) received as a result of the rescinded payment(s), without interest, in such further manner and on such further terms and conditions as may be required by the Company; and the Company shall be entitled to set-off against the amount of such payment any amount owed to Employee by the Company, other than wages. (d) D. Employee acknowledges that the foregoing provisions are fair, equitable and reasonable for the protection of the Company’s interests in a stable workforce and the time and expense the Company has incurred to develop its business and its customer and vendor relationships.

Right to Cancel Payments. (a) In addition to the remedies set forth above in Sections 16.01 17.01 and 16.0217.02, the Company may, at the sole discretion of the Board, cancel, rescind, suspend, withhold or otherwise limit or restrict the Severance Payment under Section 5.02 (Termination by the Company Without Cause or by the Employee Executive For Good Reason) (which excludes any other payments made to Employee Executive under Section 2.0 and under Sections 5.0 and 6.0 above), whether vested or not, at any time if: (i) Employee Executive is not in compliance with all of the provisions of Section 13.0 14.0 (Confidentiality), Section 14.0 15.0 (Work Product Assignment) and Section 15.0 16.0 (Covenant Not to Compete); and (ii) Such non-compliance has been finally determined by binding arbitration pursuant to Section 17.0 18.0 (Dispute Resolution). (b) As a condition to the receipt of any Severance Payment, Employee Executive shall certify to the Company that he is in compliance with the provisions set forth above. (c) In the event that Employee Executive fails to comply with the provisions set forth in Section 13.0 14.0 (Confidentiality), Section 14.0 15.0 (Work Product Assignment) and/or Section 15.0 16.0 (Covenant Not to Compete), as finally determined by binding arbitration pursuant to Section 17.0 18.0 (Dispute Resolution), prior to or within twelve (12) months after any payment by the Company with respect to any Severance Payment under Section 5.02, such payment may be rescinded by the Company within 12 months thereafter. In the event of such rescission, Employee Executive shall pay to the Company, within 12 months of the Company’s rescission of one or more Severance Payments, the amount of any such payment(s) received as a result of the rescinded payment(s), without interest, in such further manner and on such further terms and conditions as may be required by the Company; and the Company shall be entitled to set-off against the amount of such payment any amount owed to Employee Executive by the Company, other than wages. (d) Employee Executive acknowledges that the foregoing provisions are fair, equitable and reasonable for the protection of the Company’s interests in a stable workforce and the time and expense the Company has incurred to develop its business and its customer and vendor relationships.