Termination and Transition Period. (a) Employee’s employment with the Company will terminate effective as of the Termination Date. Employee will be paid, at Employee’s regular rate of pay, for all hours worked and for all accrued but unused vacation through the Termination Date, regardless of whether Employee signs this Agreement. Employee will be paid in accordance with normal payroll procedures, less all applicable deductions and withdrawals. Employee acknowledges that these amounts are all of the amounts owed to the Employee by Company through the Termination Date. As of the Termination Date, Employee hereby resigns from any and all positions and titles with Company or any of its affiliates, and Employee is not to hold himself out as an employee, agent, or authorized representative of Company, or to negotiate or enter into any agreements on behalf of Company, or to otherwise attempt to bind Company.
(b) From the date of this Agreement to and including the Termination Date (the “Transition Period”), Employee agrees to cooperate fully with the Company and in good faith to ensure a smooth and orderly transition of Employee’s duties and responsibilities. From and after the Step-Down Date, Employee shall no longer be, nor hold out to be, an officer, executive, member, manager, representative, or agent of the Company or any of its affiliates, and shall no longer hold any title with the Company or any of its affiliates.
(c) During the Transition Period, Employee shall remain on payroll at Employee’s current base salary rate (as of the date above), less all applicable deductions and withholdings, and be covered by the Company’s group medical and dental plans, subject to the provisions, requirements, conditions, and limitations of such plans, which may be amended from time to time. During the Transition Period, Employee shall continue to perform such job duties for the Company and to assist in such transition-related duties as the Company may deem necessary and appropriate. For the avoidance of doubt, this is to confirm that for as long as Employee remains on the Company’s payroll (i.e., during the Transition Period), Employee shall continue to fully comply with, and be bound by, any and all policies and procedures in effect for the Company’s employees, including all requirements contained therein.
Termination and Transition Period. (a) Executive’s employment from the Company shall terminate on the Planned Termination Date; provided, that such termination shall occur earlier upon Executive’s death, a termination due to his Disability (as defined in the Severance Agreement), a voluntary resignation by Executive, or a termination by the Company for Cause (as defined in the Severance Agreement) (in any case, an “Early Termination,” and the Executive’s ultimate date of termination, the “Termination Date”). The Termination Date shall be the effective date of termination of any and all titles, positions, and appointments that Executive holds with the Company or any member of the Company Group, whether as an officer, director, employee, consultant, trustee, committee member, agent, or otherwise, and following the Termination Date, Executive shall have no authority to act on behalf of any member of the Company Group and shall not hold himself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner, or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group. Executive agrees to promptly execute such documents as the Company, in its sole discretion, shall reasonably deem necessary to effect such terminations. The Termination Date shall be the termination date of Executive’s employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein. The terms and conditions set forth herein shall exclusively govern Executive’s continued employment with the Company from and after the date of this Agreement.
(b) During the period commencing on the date of this Agreement and ending on the Termination Date (the “Transition Period”), Executive shall continue to perform such duties as assigned by the Company consistent with his then-current position, including without limitation transitional matters relating to the transition of his duties to his successor.
Termination and Transition Period. Employee's employment will terminate October 31, 2019 (which date is expected to be during the Company’s search to hire a Chief Medical Officer), or earlier as mutually agreed upon by the Parties or otherwise provided herein (such date, the “Termination Date”). Between the date of this Agreement and the Termination Date, Employee will remain an employee of the Company to provide transition services and support (the “Transition Period”). Employee acknowledges that his employment with the Company shall irrevocably and forever end on the Termination Date and will not be resumed at any time. In addition, in the event the Parties mutually agree in writing to a thirty (30) day extension of the Termination Date (the “Extended Termination Date”), during the time period between the Termination Date and the Extended Termination Date, the Company shall pay Employee 110% of his base salary at the rate in effect as of the Termination Date, and the Employee will continue to participate in all employee benefits program sponsored by the Company and in which he was enrolled as of the Termination Date.
Termination and Transition Period. Effective as of December 31, 2019, your service as Executive Vice President and Group President, International Operations, Commercial Development, Global Genetics and Aquatic Health of the Company and in any other positions you may hold with the Company or any of its affiliates is hereby terminated; provided, however, that, during the period from January 1, 2020 until February 29, 2020 (the “Termination Date” and, such period, the “Transition Period”), you shall serve as a non-corporate officer employee of the Company. During the Transition Period, you shall continue to (a) receive your annual base salary at the rate in effect as of the date hereof, (b) be eligible for an annual bonus in respect of 2019 based on your opportunity as in effect on the date hereof, and (c) participate in the health, welfare and retirement plans of the Company and its affiliates in which you currently participate. You will also receive Company matching contributions under the Zoetis U.S. Savings Plan and Zoetis Supplemental Savings Plan in respect of the Transition Period. If any terms of this Letter Agreement conflict with the terms of any other compensation or benefit plan, the terms of this Letter Agreement shall exclusively govern unless prohibited by law; provided that nothing herein shall result in the payment of duplicate compensation or benefits. From and following the date hereof, you shall not be eligible for any additional equity award grants and you shall not be eligible for an annual bonus in respect of 2020. Effective as of the Termination Date, your employment with the Company and its affiliates shall terminate.
Termination and Transition Period. You gave notice of your resignation of employment on April 18, 2017. You and the Company agree that your employment with the Company will terminate on May 26, 2017 (the “Termination Date”). During the period beginning on the date hereof (the “Transition Date”) and ending on the Termination Date (the “Transition Period”), you will continue perform your duties of employment. The Company will continue to pay you your base salary at the rate in effect as of the date hereof and you may continue to participate in the Company’s health and welfare plans, if applicable and subject to their terms, during the Transition Period. The Company, however, may terminate your employment for Cause as defined in the employment agreement between the Company and you dated as of October 16, 2013 (“Employment Agreement”). If the Company terminates your employment for Cause or if you cease providing services for any reason during the Transition Period, you will be entitled to receive only the base salary earned up to the date your employment is terminated, and the Termination Date will be the date your employment is terminated for Cause or the date you resign for any reason. Except as otherwise provided for herein, you will not be entitled to any additional employee benefits and you will not continue to earn any vacation time following the Transition Date in accordance with Company’s policies. You acknowledge and agree that other than as specifically set forth in this Agreement, you are not due any compensation for unpaid salary, bonus, severance, incentive or performance pay or accrued or unused vacation time or vacation pay.
Termination and Transition Period. Your service as President and as a non-voting member of the Executive Committee shall cease on March 19, 2014 (the “Transition Date”) and your employment with the Company shall cease as of the close of business on May 19, 2014 (the “Employment Termination Date”). During the period beginning on the Transition Date and ending on the Employment Termination Date, you shall have the title of Senior Advisor and shall cooperate with the Company to transition your duties and provide advice and perform such other duties consistent with a Senior Advisor position as the Company may from time to time reasonably request. From the day after the Employment Termination Date until December 31, 2014 (the “Service End Date”), you shall continue to be a Senior Advisor and shall continue to cooperate with the Company to transition your duties and, to the extent mutually agreed with the Company, you shall provide advice and perform such other duties as the Company may from time to time request. During the period from the Transition Date until December 31, 2014 (the “Transition Period”), you shall be provided with an office at the Company’s midtown Manhattan offices, and your current administrative assistant shall continue to be assigned to you. Your Base Salary shall be at the rate of $166,667.67 per month (paid pursuant to regular company payroll practices and to proration for any partial month) until the Employment Termination Date. Your rights to Base Salary shall terminate on the Employment Termination Date. Sixty days after the Employment Termination Date (the “Final Payment Date”), provided that as of such date you have complied with your obligations under Section 4 regarding solicitation, competition and confidentiality and with your obligations under Sections 6 and 7, and that you have made the FICA Payment (as defined below), you shall be paid, in a lump sum, a one-time payment of $950,000.00 (the “Final Payment”). The Company may terminate your employment or your advisory services for Cause or by reason of your death or Disability (as such terms are defined in the Letter Agreement) during the Transition Period, provided that such termination shall not affect your rights to receive the Base Salary until the Employment Termination Date and the Lump Sum Payment, or otherwise adversely affect your rights to the Option and the RSUs described in Section 2 (which shall vest as of March 19, 2014, upon the expiration, without your having revoked this Agreement, of the seven-da...
Termination and Transition Period. (a) Employee’s employment with Company will terminate effective as of the Termination Date. Notwithstanding anything in the Employment Agreement to the contrary, Employee hereby acknowledges and agrees that Employee will be paid (i) the earned but unpaid portion of Employee’s base salary through the Termination Date, and (ii) any unpaid expense or other reimbursements due to Employee pursuant to Company policy. Employee must submit all requests for reimbursement for Employee’s ordinary reasonable business-related expenses no later than 30 days after the Termination Date, accompanied by proper documentation, to Xxxxx Therapeutics, Inc., Attention: Xxxx Xxxxxx, CFO. The payments discussed in this Section 1(a) are “Accrued Benefits” and shall be paid to Employee regardless of whether Employee executes this Agreement.
