Termination of Employees Employment. For purposes of this Section 3.1(d), the term “pro rata portion” shall mean, with respect to any award of time-vested RSUs, time- vested RSAs or time-vested options, a percentage, when expressed as a fraction, the numerator of which is the number of days from and after the date that begins the vesting period applicable to such installment of RSUs, RSAs or options during which Employee was an employee of the Company, and the denominator of which is the total number of days in the vesting period(s) applicable to such installment of RSUs, RSAs or options assuming Employee had been an employee throughout such vesting period and no event or other matter occurred that would accelerate the vesting of such award. Any options that vest pursuant to this Section 3.1(d) shall remain exercisable through the post-termination exercise period set forth in or contemplated by the agreement evidencing the option. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.3 hereof, then Employee shall not be entitled to any payment or benefit under this Section 3.1. Notwithstanding anything to the contrary in this Agreement, if any payments, awards or benefits are owed or required to be settled or delivered to Employee under Section 3.1(c) and (d) and Employee has attained Retirement Eligibility, then Employee shall be entitled to the greater of the payment or benefit under Section 3.1(c) and (d), determined on an aggregate basis with respect to the Eligible RSAs, on the one hand, or Section 3.2, determined on an aggregate basis with respect to the Eligible RSAs, on the other hand. Solely for purposes of this paragraph, the determination of the Eligible RSAs shall assume that the date of Retirement Termination of Employment shall be deemed to have occurred as of the date of the termination of his or her employment regardless of whether such termination occurred due to a Termination of Employee’s Employment or a Retirement Termination of Employment.
Termination of Employees Employment. “Termination of Employee’s Employment” means that (a) the Company has terminated Employee’s employment with the Company (including any affiliate or subsidiary of the Company) other than for Cause, death, Disability or a Retirement Termination of Employment, or (b) Employee, by written notice to the Company, has terminated his employment with the Company (including any affiliate or subsidiary of the Company) for Good Reason other than due to a Retirement Termination of Employment. A Termination of Employee’s Employment is intended to mean a termination of employment which constitutes a “separation from service” under the Code for purposes of non-qualified deferred compensation payable hereunder on or by reference to the Employee’s separation from service.
Termination of Employees Employment. Employee’s employment with the Company terminated on the Separation Date.
Termination of Employees Employment. 6.1 Termination of Employment by the Company for Cause. Employee's employment may be terminated by the Company at any time for "Cause." For purposes of this Agreement, "Cause" shall include (i) Employee's material breach of this Agreement, which breach cannot be cured or, if capable of being cured, is not cured within fifteen (15) days after receipt of written notice of the need to cure, (ii) any act of theft, embezzlement, conversion or other taking or misuse of the property or opportunities of the Consolidated Company, (iii) any fraudulent or criminal activities, (iv) any grossly negligent or unethical activity, (v) any activity that causes substantial harm to the Consolidated Company, its reputation, or to its officers, directors or employees (including, without limitation, the illegal possession consumption of drugs for which Employee does not have a valid prescription on Consolidated Company property or in the course of performing services for the Consolidated Company), or (vi) habitual neglect of or deliberate or intentional refusal to perform his duties and obligations under this Agreement. A determination of whether Employee's actions justify termination for Cause and the date on which such termination is effective shall be made in good faith by the Board. A termination of Employee's employment pursuant to this Section 6.1 shall be effective as of the effective date of the notice by the Board to Employee that it has made the required determination, or as of such subsequent date, if any, as is specified in such notice. 2
Termination of Employees Employment. NO EFFECT In the event that pursuant to an Employment Agreement, an Employee's employment with the Company is terminated and the Shares are returned to, or repurchased by, the Company, this Agreement shall continue uninterrupted and in full force and effect as between the Company, the Investors and the remaining Employees.
Termination of Employees Employment. The Parties hereto covenant and agree that, as of the Effective Date of this Agreement, the Employee’s employment as the Company’s Chief Executive Officer ceases and terminates. The Company hereby agrees that the Employee’s termination is “Without Cause” in accordance with paragraph 8(c) of the Employment Agreement.
Termination of Employees Employment. If, during the Secondment Period, Employee ceases to be employed by ABio-X for any reason, I-Mab US may elect to early terminate the Secondment Period with written notice to ABio-X, and ABio-X may elect to terminate the Secondment Period immediately and without advance notice.
Termination of Employees Employment. Termination of Employee’s Employment means that the Company has terminated Employee’s employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3). A Termination of Employee’s Employment is intended to mean a termination of employment which constitutes a “separation from service” under Code Section 409A.
Termination of Employees Employment. (the "Separation Date") pursuant to this Agreement shall be effective as follows:
(i) ten (10) days after the Company has provided Employee with written notice of Employee's termination without Cause under Section 6.1 or 6.4;
(ii) For a termination for Cause: (aa) under Section 6.2(a)(i) or 6.2(a)(ii), immediately upon provision by the Company of written notice of the reasons to Employee; (bb) under Section 6.2(a)(iii) or 6.2(a)(iv), following the required written notice to Employee and expiration of the period during which Employee may explain; (cc) under Section 6.2(a)(v) or 6.2(a)(vi), following the required written notice to Employee and expiration of the 15-day cure period, if Employee has not cured;
(iii) immediately upon the Employee's death;
(iv) thirty (30) days after the Company gives notice to Employee of Employee's termination on account of Employee's Disability under Section 6.6, unless the Company specifies a later Separation Date, in which case, termination shall be effective as of such later Separation Date, provided that Employee has not returned to the full time performance of Employee's duties prior to such date;
(v) on the date specified in Employee's written notice of Employee's resignation for Good Reason, provided it is within thirty (30) days after the Cure Period has ended and the Company has failed to remedy any of the reasons for Good Reason set forth in Employee's initial notice under Section 6.3(a); or
(vi) ten (10) days after the Employee gives written notice to the Company of Employee's resignation, provided that the Company may set a Separation Date at any time between the date of notice and the date of resignation, in which case the Employee's resignation shall be effective as of such other date. Employee will receive compensation through the Separation Date. DocuSign Envelope ID: D1B1375D-075C-4119-A6E8-14783A51E3E7
Termination of Employees Employment. Employee agrees and acknowledges that if Employee breaks any of the promises made in Sections 3 or 18 of this Separation Agreement, or any of the provisions of the Employment Agreement that survive the termination of Employee’s employment, Employee shall forfeit, and Tesco shall not be obligated to pay, any sums described in Section 1 above not yet paid to Employee. Furthermore, any such breach by Employee shall entitle Tesco to recover all sums previously paid to Employee under this Separation Agreement. In the event of any breach of this Separation Agreement by Employee, or in the event Tesco must bring suit to defend its interests under this Separation Agreement, or any of the provisions of the Employment Agreement that survive the termination of Employee’s employment, Employee shall pay all costs and expenses incurred by any released person or entity in successfully defending itself and/or in seeking relief on the basis of Employee’s conduct. Such costs and expenses shall include, but are not limited to, reasonable attorneys’ fees and court costs. Reasonable attorneys' fees shall include both the cost of in-house counsel's time and the fees of outside counsel. In addition, Employee acknowledges that Employee’s breach of the Confidentiality provisions of this Separation Agreement is likely to result in irreparable and unreasonable harm to Tesco and that injunctive relief, as well as damages, would be appropriate in such circumstances.
