Termination Pursuant to Section. 3(c) (Cause). In the event that the Employment Period is terminated pursuant to Section 3(c), no further compensation shall be paid to Employee following the effective date of termination, provided that, within 35 days of the effective date of termination, the Employers shall pay to Employee a lump sum cash payment equal to the Accrued Obligations.
Termination Pursuant to Section. 9(a)(i) relating to termination for cause or Section 9(a)(iv)
Termination Pursuant to Section. 3(b) (Disability). In the event that the Employment Period is terminated pursuant to Section 3(b), no further compensation shall be paid to Employee following the effective date of termination, provided that:
(i) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Accrued Obligations;
(ii) within 35 days of the effective date of termination, the Employers shall pay to Employee or his legal representative, as applicable, a lump sum cash payment equal to the Pro Rata Bonus;
(iii) for 18 months following the effective date of termination, the Employers will reimburse Employee on a monthly basis (within 35 days following the day the cost is incurred) for the cost (on a grossed-up basis) of maintaining health benefits for Employee (and Employee’s spouse and eligible dependents) under a group health plan of the Employers, provided that (A) Employee timely elects the continuation of group health plan benefits under COBRA and (B) Employee makes a monthly payment to the Employers in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage. Employee and the Employers acknowledge that this coverage will count towards the Employers’ and such group health plan’s obligation to provide Employee with the right to continuation coverage pursuant to COBRA and that Employee will be able to continue such coverage at Employee’s own expense for the balance of the period provided under COBRA (for the avoidance of doubt, the foregoing will not cover any short-term or long-term disability insurance benefits) (with the exception of the duration, all such reimbursement payments, gross-ups and related conditions described in this paragraph, the “COBRA Reimbursement”); and
(iv) as of the effective date of termination, Employee shall be entitled to the Equity Acceleration.
Termination Pursuant to Section. 2.1(d). In the event the Executive's employment hereunder is terminated by the Company pursuant to the provisions of Section 2.1(d) hereof, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary and any vacation or sick leave benefits, which have accrued as of the date of termination of this Agreement, but were then unpaid or unused, (ii) an amount payable in monthly installments equal to the Executive's full monthly Salary payable for a period of twelve (12) months and (iii) the Termination Bonus set forth in Exhibit A. Any amount due the Executive hereunder (i) of this Section shall be paid in a lump sum in cash within thirty (30) days after the termination of the Executive's employment hereunder.
Termination Pursuant to Section. 4.1 or 4.
Termination Pursuant to Section. 4.3 OR SECTION
Termination Pursuant to Section. 7.1 shall not affect or terminate any of the rights of the BPW or the City as against Developer or its surety then existing, or which may accrue because of the default, and the above provision shall be in addition to all other rights and remedies available to the BPW or the City under the law.
Termination Pursuant to Section. 8.2.
(a) In the event of termination of this Agreement in its entirety by Pfizer under Section 8.2, the Research Program Term shall terminate and all rights and licenses granted by Arvinas to Pfizer under Article 3 shall be terminated and all relevant rights shall revert to Arvinas.
(b) In the event of partial termination of this Agreement by Pfizer under Section 8.2 with respect to any Target, all rights and licenses granted by Arvinas to Pfizer under Article 3 with respect to the relevant Target and related Compounds and Products shall be terminated and all relevant rights shall revert to Arvinas, and any exclusivity pursuant to Section 2.10 with respect to the relevant Target shall terminate.
Termination Pursuant to Section. 8.3.
(a) In the event of partial termination of this Agreement by Arvinas under Section 8.3.1(a) with respect to any Target, all rights and licenses granted by Arvinas to Pfizer under Article 3 with respect to the relevant Target and related Compounds and Products shall terminate and any exclusivity pursuant to Section 2.10 with respect to the relevant Target shall terminate.
(b) In the event of termination of this Agreement in its entirety by Arvinas pursuant to Section 8.3.1, the Research Program Term shall terminate, all rights and licenses granted by Arvinas to Pfizer pursuant to this Agreement shall terminate and any exclusivity pursuant to Section 2.10 shall terminate.
(c) In the event of termination of this Agreement in its entirety by Pfizer pursuant to Section 8.3.1, the Research Program Term shall terminate, along with all rights and licenses granted by Arvinas to Pfizer pursuant to this Agreement, except as expressly provided in Section 3.2; provided, however, that, unless otherwise elected by Pfizer in a written notice to Arvinas, Pfizer shall, with respect to any Target for which the Option has been exercised and all relevant and undisputed payments that have accrued pursuant to Article 5 have been made as of the effective date of termination, retain its license under Section 3.1 with respect to the relevant Target, Compounds and Products in accordance with the terms of this Agreement, and associated payments accruing after the effective date of termination shall be owed and made in accordance with the terms of Article 5, provided that any payments that may become due and owing will be paid at [**] percent ([**]%) of the amounts set forth in Article 5.
(d) In the event of partial termination of this Agreement by Pfizer pursuant to Section 8.3.1 with respect to any Target, the Research Program, along with all relevant rights and licenses granted by Arvinas to Pfizer pursuant to this Agreement, with respect to the relevant Target and related Compounds and Products shall terminate and any exclusivity pursuant to Section 2.10 shall terminate.
(e) Upon termination of this Agreement by Pfizer pursuant to Section 8.2, or by Arvinas pursuant to Section 8.3.1, Pfizer and its Affiliates, sublicensees and distributors shall be entitled, during the [**] period immediately following the effective date of termination, to finish any work-in-progress and to sell any Product or Compound remaining in inventory, subject to compliance with the terms of this Agree...
Termination Pursuant to Section. 10(b)(i). If, prior to the end of the Employment Term, Executive’s employment is terminated by the Company for Cause within the meaning of Section 10(b)(i) following proper notice and failure to cure contemplated therein, and such termination constitutes a “separation from service” within the meaning of Section 409A of the Code, then, subject to Section 9, Executive will receive a pro rata portion of (1) the W-2 gross income which he would have otherwise received if he had been employed until March 5, 2012, with such amount paid on or before March 5, 2012, and (2) the severance amounts contemplated by Section 7(b), with such amounts paid at such times specified in Section 7(b). In such event the parties will work in good faith to mutually agree on such pro rata amount, which will be calculated by multiplying the amounts described in the preceding clauses (1) and (2) by a fraction, the numerator of which shall be the number of days from (but excluding) the Offer Closing to (and including) the date of Executive’s “separation of service” and the denominator of which shall be the number of dates from (but excluding) the Offer Closing to (and including) March 5, 2012.
