Transition Period Duties. During the period between now and the Separation Date (the “Transition Period”), you will remain an employee of the Company, serving in a non-executive capacity, reporting to the new or interim CEO. You agree that, during the Transition Period, you will comply with all Company policies and procedures and with all of your contractual obligations to the Company (including, without limitation, your obligations under your Employee Proprietary Information and Inventions Agreement). Your Transition Period duties will include, but are not limited to, providing information to the Company, as requested. During the Transition Period, you will not be expected to work from the Company’s office locations on a full-time basis, although you will be expected to be available as needed. While you will ordinarily be working from home during this period, you will receive from the Company such administrative support for your performance of your Company duties as needed. For clarity, during the Transition Period, you are entitled to obtain employment from another employer provided such employment does not conflict with your then current Transition Period duties and applicable Company policies and procedures.
Transition Period Duties. During the period between the Officer Resignation Date and the Employment Termination Date (as defined below) (the “Transition Period”), you shall continue to serve as an employee of the Company but will no longer have the powers, duties and responsibilities commensurate with the position of Vice President and Chief Financial Officer. During the Transition Period, you will assist the Company in transitioning your former duties and responsibilities as Vice President and Chief Financial Officer of the Company to your successor and/or other Company employees, and you will provide such other services and transition assistance as may be reasonably requested by the Company.
Transition Period Duties. You will report to the Board and will make yourself available to perform your assigned duties and responsibilities, and to transition these duties and responsibilities, as reasonably requested by the Board and in a manner consistent with the Company’s policies and procedures.
Transition Period Duties. During the Transition Period, Executive shall, to the reasonable satisfaction of the Company’s President and Chief Executive Officer, diligently assist with the transfer of Executive’s responsibilities to other employees, consultants or third-party service providers, and otherwise advise and assist the Company as requested. Up to the Termination Date, Executive shall perform or be available to perform, at the discretion of the President and Chief Executive Officer or his designee, substantial services that shall not amount to less than an average of forty (40) hours per week, including such services as the Company may request in connection with the transition. Accordingly, Executive shall not maintain other full-time employment until after the Termination Date. The Company shall continue Executive’s existing base salary and benefits during the Transition Period. Upon completion of the Transition Period, to be eligible for the additional benefits described in this Agreement, Executive must execute and deliver to the Company a Supplemental General Release Agreement, releasing the Company and related others from any and all claims, in the form attached to this Agreement as Exhibit A.
Transition Period Duties. During the Transition Period:
(a) Consistent with the reduction in your time commitment above, the Company may at any time and from time to time reassign any of your duties and responsibilities to other employees as the Company deems appropriate, in the discretion of the Company, to assure that all of your current duties and responsibilities continue to be properly discharged without disruption or interruption. Any such change in your duties or responsibilities, whenever it may occur, shall not constitute an event of Good Reason.
(b) You will cooperate fully with and assist the Chief Executive Officer in coordinating such transition and reassignment of your duties and responsibilities.
Transition Period Duties. During the Transition Period, Executive will act as a part-time, non-executive advisor to the Company’s new CFO. Executive’s sole duties and obligations will be to respond to inquiries made to him by the Company’s Chief Executive officer, new CFO or either of their direct reports to assist in the smooth transition of the CFO duties.
Transition Period Duties. (a) From the Effective Date through September 30, 2024 (the “Expected Step Down Date”), unless the Executive’s employment is terminated earlier (i) by the Company with or without Cause (as defined below), (ii) due to the Executive’s resignation of employment for any reason, or (iii) due to the Executive’s death or permanent Disability (as defined below) (the actual period, the “Transition Period”), the Company shall continue to employ the Executive, either directly or through any entity that is controlled, directly or indirectly, by the Company (a “Subsidiary”), as the Chairman, President and Chief Executive Officer of the Company and the Executive shall continue to be employed in such capacity, or in such other capacity with the Company or any Subsidiary as may be determined from time to time by the Company.
(b) During the Transition Period, but excluding (i) any periods of vacation and absence due to intermittent illness to which the Executive is entitled, and (ii)(A) any services on not-for-profit, civic or charitable boards, (B) services on one corporate board of a publicly-traded company, and (C) any additional services on corporate, civic or charitable boards or committees, lectures, speaking engagements or teaching engagements that are approved by the Lead Independent Director of the Board of Directors of the Company (the “Board”), in each case of the foregoing clauses (i) and (ii) that do not significantly interfere with the performance of the Executive’s responsibilities to the Employer (as defined below) or violate the provisions of Section 11, the Executive shall devote the Executive’s full time and attention during normal business hours to the business and affairs of the Employer and the Executive shall use reasonable efforts to carry out all duties and responsibilities assigned to the Executive faithfully and efficiently. In addition, during the Transition Period, if a successor for the Executive’s role has been designated, at the reasonable request of the Board, the Executive shall assist in the training and oversight of the planned transition to such successor.
(c) As used in this Agreement, the “Employer” means the Cencora Entity (as defined below) by which the Executive is then employed and “Cencora Entity” means the Company or any Subsidiary, as the case may be. For purposes of this Agreement, should the Executive be employed (or have been employed at any time during the Term (as defined below)) by an Employer or Employers other than the ...
Transition Period Duties. From the Effective Date until the Termination Date (the “Transition Period”)
(1) the Executive’s duties and responsibilities will be to assist (a) the Company with respect to transition and integration matters arising out of the merger of TCNJ into NFB (the “Merger”) and the transition of TCNJ’s customers to NFB and (b) Dxxxxxx Xxxxxxx’x transition to President of the Company’s New Jersey operations, and (2) the Executive shall make himself reasonably available to the Company during the Transition Period to fulfill his Transition Period duties and responsibilities (with the expectation that the time he will be required to devote to such duties will decrease over the Transition Period).
Transition Period Duties. During the Transition Period, Executive shall, to the reasonable satisfaction of the Company’s Chairman of the Board of Directors, diligently assist with the transfer of Executive’s responsibilities to other employees, consultants or third-party service providers, and otherwise advise and assist the Company as requested. Executive’s transition responsibilities may include extended travel and work at the Company’s headquarters in Menomonee Falls, Wisconsin, as a general course of business duties. Up to the Termination Date, Executive shall perform substantial services that shall not amount to less than an average of thirty (30) hours per week, including such services as the Company may request in connection with the transition. Accordingly, Executive shall not maintain other full-time employment until after the Termination Date. The Company shall continue Executive’s existing base salary and benefits during the Transition Period. Upon completion of the Transition Period, to be eligible for the additional benefits described in this Agreement, Executive must execute and deliver to the Company a Supplemental General Release Agreement, releasing the Company and related others from any and all claims, in the form attached to this Agreement as Exhibit A.
Transition Period Duties. During the Transition Period, the Employee shall perform such duties (the “Transition Duties”) reasonably requested by the CEO, which duties shall be subject to the CEO’s oversight. During the Transition Period, (x) the Employee shall use her best efforts to perform the Transition Duties in a reasonable and professional manner; (y) the Employee’s primary work location shall be the Employee’s home office(s); and (z) the Company shall continue to provide administrative and information technology support to the Employee on the same basis as executive officers of the Company.
