Common use of Termination by the Company Without Cause or by the Executive for Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period:

Appears in 4 contracts

Samples: Employment Agreement (Cogent Biosciences, Inc.), Employment Agreement (Cogent Biosciences, Inc.), Employment Agreement (Cogent Biosciences, Inc.)

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Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form provided by the Company (the “Separation Agreement and manner satisfactory Release”), which the Executive shall have seven (7) business days to the Company, rescind acceptance of upon signing and which shall include, without limitation, a general release of claims against the Company and all related persons and entitiesclaims, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month post-employment noncompetition agreementRestrictive Covenants Agreement and/or new restrictive covenants provisions, and shall provide a statement that if the Executive breaches any provision of the Continuing ObligationsRestrictive Covenants Agreement or other restrictive covenants then in effect, all payments by of the Company to the Executive pursuant to this Section 4(bSeverance Amount (as defined below) shall immediately cease (the “Separation Agreement and Release”)cease, and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as time frame set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation periodRelease but in no event later than 60 days after the Date of Termination:

Appears in 3 contracts

Samples: Employment Agreement (Axcella Health Inc.), Employment Agreement (Axcella Health Inc.), Employment Agreement (Axcella Health Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her their employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her the Accrued Benefit. In addition, subject to the Executive (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against in favor of the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligationspost-employment obligations as set forth in this Agreement, and, and in the Company’s sole discretion, a twelve (12one year noncompetition agreement that includes restrictions no more extensive than the restrictions in Section 8(c) month post-employment noncompetition agreementof the Restrictive Covenants Agreement, and shall provide that that, if the Executive breaches any of the Continuing Obligationspost-employment obligations, all payments by payment of the Company to the Executive pursuant to this Section 4(b) Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation periodTermination:

Appears in 3 contracts

Samples: Employment Agreement (Axcella Health Inc.), Employment Agreement (Axcella Health Inc.), Employment Agreement (Axcella Health Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her the Accrued Benefit. In addition, subject to the Executive (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against in favor of the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligationspost-employment obligations as set forth in this Agreement, and, and in the Company’s sole discretion, a twelve (12one year noncompetition agreement that includes restrictions no more extensive than the restrictions in Section 8(c) month post-employment noncompetition agreementof the Restrictive Covenants Agreement, and shall provide that that, if the Executive breaches any of the Continuing Obligationspost-employment obligations, all payments by payment of the Company to the Executive pursuant to this Section 4(b) Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation periodTermination:

Appears in 1 contract

Samples: Employment Agreement (Axcella Health Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her his Accrued Benefit. In addition, subject to (ix) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (iiy) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period:

Appears in 1 contract

Samples: Employment Agreement (Unum Therapeutics Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period:

Appears in 1 contract

Samples: Employment Agreement (Unum Therapeutics Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve nine (129) month post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments by the Company to the Executive pursuant to this Section 4(b) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period:

Appears in 1 contract

Samples: Employment Agreement (Cogent Biosciences, Inc.)

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Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement and release in a form provided by the Company (the “Separation Agreement and manner satisfactory Release”), which the Executive shall have seven (7) business days to the Company, rescind acceptance of upon signing and which shall include, without limitation, a general release of claims against the Company and all related persons and entitiesclaims, a reaffirmation of all of the Executive’s Continuing Obligations, and, in the Company’s sole discretion, a twelve (12) month post-employment noncompetition agreementRestrictive Covenants Agreement and/or new restrictive covenants provisions, and shall provide a statement that if the Executive breaches any provision of the Continuing ObligationsRestrictive Covenants Agreement or other restrictive covenants then in effect, all payments by of the Company to the Executive pursuant to this Section 4(bSeverance Amount (as defined below) shall immediately cease (the “Separation Agreement and Release”)cease, and (ii) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as time frame set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation periodRelease but in no event later than 60 days after the Date of Termination:

Appears in 1 contract

Samples: Employment Agreement (Axcella Health Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her his Accrued Benefit. In addition, subject to the Executive (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against in favor of the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligationspost-employment obligations, and, and in the Company’s sole discretion, a twelve (12one year noncompetition agreement that includes restrictions no more extensive than the restrictions in Section 8(h)(iii) month post-employment noncompetition agreementbelow, and shall provide that that, if the Executive breaches any of the Continuing Obligationspost-employment obligations, all payments by payment of the Company to the Executive pursuant to this Section 4(b) Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period:):

Appears in 1 contract

Samples: Employment Agreement (Axcella Health Inc.)

Termination by the Company Without Cause or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his/her the Accrued Benefit. In addition, subject to the Executive (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against in favor of the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligationspost-employment obligations as set forth in this Agreement, and, and in the Company’s sole discretion, a twelve (12one year noncompetition agreement that includes restrictions no more extensive than the restrictions in Section 8(j)(iii) month post-employment noncompetition agreementbelow, and shall provide that that, if the Executive breaches any of the Continuing Obligationspost-employment obligations, all payments by payment of the Company to the Executive pursuant to this Section 4(b) Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation periodTermination:

Appears in 1 contract

Samples: Employment Agreement (Axcella Health Inc.)

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