Termination and Transition Period Sample Clauses

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.
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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. (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.
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 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. ​
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.

Related to Termination and Transition Period

  • Transition Period Upon termination of this Agreement, and for 90 consecutive calendar days thereafter (the “TRANSITION PERIOD”), Executive agrees to make himself available to assist the Company with transition projects assigned to him by the Board. Executive will be paid at a reasonable, agreed upon hourly rate for any work performed for the Company during the Transition Period.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Post-Termination Period Because of the difficulty of establishing when any idea, process or invention is first conceived or developed by the Employee, or whether it results from access to Confidential Information or the Company’s equipment, facilities, and data, the Employee agrees that any idea, invention, research, plan for products or services, marketing plan, computer software (including, without limitation, source code), computer program, original work of authorship, character, know-how, trade secret, information, data, developments, discoveries, technology, algorithm, design, patent or copyright, or any improvement, rights, or claims relating to the foregoing, shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited or reduced to practice by the Employee or with the aid of the Employee within one (1) year after termination of employment. The Employee can rebut the above presumption if he proves the idea, process or invention (i) was first conceived or developed after termination of employment, (ii) was conceived or developed entirely on the Employee’s own time without using the Company’s equipment, supplies, facilities, personnel or Confidential Information, and (iii) did not result from or is not derived directly or indirectly, from any work performed by the Employee for the Company or from work performed by another employee of the Company to which the Employee had access.

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • Termination of Consulting Period Notwithstanding any other provision hereof, the Consulting Period and Consultant’s services as a consultant hereunder shall terminate, and, except as otherwise specifically provided herein, this Agreement shall terminate:

  • Early Termination of the Employment Period Notwithstanding Section 1(b) hereof, the Employment Period shall end upon the earliest to occur of (i) a Termination For Cause, (ii) a Termination Without Cause, (iii) a Voluntary Termination, (iv) a Termination Due to Retirement, (v) a Termination Due to Disability, or (vi) a Termination Due to Death.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • CONTRACT TERMINATION This Contract will terminate:

  • Effective Period Termination This Agreement shall become effective as of the date of its execution and shall continue in full force and effect until terminated as hereinafter provided. This Agreement may be terminated by each Investment Company, on behalf of a Fund, or by the Custodian by 90 days notice in Writing to the other provided that any termination by an Investment Company shall be authorized by a resolution of the Board, a certified copy of which shall accompany such notice of termination, and provided further, that such resolution shall specify the names of the persons to whom the Custodian shall deliver the assets of the affected Funds held by the Custodian. If notice of termination is given by the Custodian, the affected Investment Companies shall, within 90 days following the giving of such notice, deliver to the Custodian a certified copy of a resolution of the Boards specifying the names of the persons to whom the Custodian shall deliver assets of the affected Funds held by the Custodian. In either case the Custodian will deliver such assets to the persons so specified, after deducting therefrom any amounts which the Custodian determines to be owed to it hereunder (including all costs and expenses of delivery or transfer of Fund assets to the persons so specified). If within 90 days following the giving of a notice of termination by the Custodian, the Custodian does not receive from the affected Investment Companies certified copies of resolutions of the Boards specifying the names of the persons to whom the Custodian shall deliver the assets of the Funds held by the Custodian, the Custodian, at its election, may deliver such assets to a bank or trust company doing business in the State of California to be held and disposed of pursuant to the provisions of this Agreement or may continue to hold such assets until a certified copy of one or more resolutions as aforesaid is delivered to the Custodian. The obligations of the parties hereto regarding the use of reasonable care, indemnities and payment of fees and expenses shall survive the termination of this Agreement.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

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