Common use of Transition Role Clause in Contracts

Transition Role. Effective February 13, 2023 (the “Transition Start Date”) and continuing until March 3, 2023 (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement), you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”). The final date of employment shall be deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to the end of the month when your final date of employment occurs and, provided you timely complete the required election forms (which will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and shall not represent yourself as an employee or agent of Xxxxx. During the Transitional Employment Period you will act in a positive and constructive manner, perform any assigned tasks and otherwise assist Xxxxx in the transition of work in connection with any of the duties you have performed at the Company, or otherwise perform any specific project(s) assigned to you by the Company. Your employment status during the Transitional Employment Period will continue to be at will. 1 Except for the obligations set forth in Sections 1 and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns. (i) continuation of your base bi-weekly salary, subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x payroll policies and procedures; (ii) continuation of your participation in Xxxxx’x employee benefits programs and employee insurance benefits programs, but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s). You specifically acknowledge that the offer of continuation of your employment during the Transitional Employment Period is being provided in consideration of your covenants set forth herein, including the release of claims set forth in Section 7 of this Agreement. In the event that your employment terminates prior the Separation Date because of any breach by you of the obligations and covenants set forth in this Agreement, then you shall only receive the Transition Pay and Benefits through the final date of your employment with the Company.

Appears in 1 contract

Samples: Separation Agreement (Evelo Biosciences, Inc.)

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Transition Role. Effective February 13May 4, 2023 (2015, you will no longer hold the position of Chief Financial Officer and any of the Company’s subsidiaries or entities affiliated with the Company. Absent earlier termination, your employment shall end on July 3, 2015. The last date of your employment shall be deemed to be the “Transition Start Separation Date”) . Also effective May 4, 2015 and continuing until March July 3, 2023 2015 (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement), you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”). The final date of employment shall be deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to the end of the month when your final date of employment occurs and, provided you timely complete the required election forms (which will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and remain employed by the Company in a “Transition Role”. You shall not represent yourself as an employee or agent of Xxxxx. During at all times, including during the Transitional Employment Period Period, act in a professional manner in any communications with the Company. Both before and during the Transition Employment Period, you will shall act in a positive and constructive manner, perform any assigned tasks tasks, and otherwise assist Xxxxx Insulet in the transition of work in connection with any of the duties you have performed at the CompanyInsulet, or otherwise perform any specific project(s) project assigned to you by the CompanyInsulet. Your employment status as an at-will employee shall remain at all times, including during the Transition Employment Period. During the Transitional Employment Period will continue to be at will. 1 Except for Period, you shall receive the obligations set forth in Sections 1 following Transition Pay and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns. Benefits: (i) continuation of your base bi-weekly salary, subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x Insulet’s payroll policies and procedures; and (ii) continuation of your participation in Xxxxx’x Insulet’s employee benefits programs and employee insurance benefits programs, but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s), and you shall continue to vest in any outstanding stock options or restricted stock units previously granted to you by the Company will continue on account of your employment during through the Separation Date. You specifically acknowledge that the offer of and continuation of your employment during the Transitional Employment Period is being provided as part of the separation of your employment and is in consideration of your covenants set forth hereinagreements, including the release of claims set forth in Section 7 of this Agreement. In the event that your employment terminates prior the Separation Date because of any breach by you of the obligations and covenants set forth 8 included in this Agreement, then you shall only receive and that nothing herein alters your status as an employee at will during the Transition Pay Employment Period. Notwithstanding the foregoing, the Company only will terminate your employment prior to the Separation Date if you materially breach your obligations to the Company. On the Separation Date, the Company shall pay your final accrued but unpaid base salary and Benefits any accrued but unused vacation earned through the final date of Separation Date. You also shall be entitled to be reimbursed for reasonable business expenses incurred prior to the Separation Date in connection with your employment with subject to the Company’s policies and procedures with respect to expense reimbursement.

Appears in 1 contract

Samples: Separation Agreement (Insulet Corp)

Transition Role. Effective February 13November 1, 2023 (the “Transition Start Date”) and continuing until March 3to the earlier of: (i) a date designated by the Company, 2023 or (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement)ii) November 30, 2023, you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”)transition role. The final date of employment shall be the last day of the Transitional Employment Period (as defined below) and deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to ”. The period from the end of Transition Start Date through the month when your final date of employment occurs and, provided you timely complete the required election forms (which Separation Date will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to deemed the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRATransitional Employment Period). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and shall not represent yourself as an employee or agent of Xxxxx. During the Transitional Employment Period you will continue to report to Xxx Xxxxxxx, act in a positive and constructive manner, perform any assigned tasks and otherwise assist Xxxxx the Company in the transition of work in connection with any of the duties you have performed at the Company, or otherwise perform any specific project(s) assigned to you by the Company. Your Unless otherwise instructed, you shall continue to perform your duties in the same manner as presently performed, but if requested, you shall report to the Company’s corporate offices and/or travel to clinical sites. For the avoidance of doubt, your employment status during the Transitional Employment Period will continue to be at at-will. 1 Except for . During the obligations set forth in Sections 1 Transitional Employment Period, you shall receive the following “Transition Pay and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns. Benefits”: (i) continuation of your base bi-weekly monthly salary, subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x the Company’s payroll policies and procedures; (ii) continuation of your participation in Xxxxx’x the Company’s employee benefits programs and employee insurance benefits programs, but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s). Through the Separation Date only, you also shall continue to vest in any equity awards previously provided to you pursuant to the terms of any such awards and the Company’s applicable equity plan(s). You specifically acknowledge that the offer of continuation of your employment during the Transitional Employment Period is being provided as part of the separation of your employment and is in consideration of your covenants set forth herein, including without limitation the release of claims set forth in Section 7 4 and Section 5 of this Agreement. In the event that your employment terminates prior the Separation Date because of any breach by you of the obligations and covenants set forth in this Agreement, then you shall only receive the Transition Pay and Benefits through the final date of your employment with the Company.

Appears in 1 contract

Samples: Separation Agreement and Release (Immuneering Corp)

Transition Role. The Company will continue to employ you on an at-will basis. Effective February 13November 6, 2023 2014, you will resign as an officer of the Company (including as a Section 16 officer) and from any other director or officer positions you hold with any of the “Transition Start Date”) Company’s subsidiaries or entities affiliated with the Company. Effective November 6, 2014 and continuing until March 3December 31, 2023 2014 (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement), you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”). The final date of employment shall be deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to the end of the month when your final date of employment occurs and, provided you timely complete the required election forms (which will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and shall not represent yourself as an employee or agent of Xxxxx. be in a “Transition Role.” During the Transitional Employment Period Period, you will shall act in a positive and constructive professional manner, perform and assist the Company in any assigned tasks and otherwise assist Xxxxx in the requested transition of work in connection with any of the duties you have performed at Insulet. To the Companyextent that it does not interfere with any of your assignments or duties, or otherwise perform any specific project(s) assigned you may engage in job search activities during the regular workday. You will not be required to you by come into the Company. Your employment status office during the Transitional Employment Period will continue to be at will. 1 Except for and may work remotely. During the obligations set forth in Sections 1 Transitional Employment Period, you shall receive the following Transition Pay and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns.Benefits: (i) continuation of your base bi-weekly salarysalary of thirteen thousand one hundred ninety-two dollars and thirty-one cents ($13,192.31), subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x Insulet’s payroll policies and procedures; and (ii) continuation of your participation in Xxxxx’x Insulet’s employee benefits programs and employee (including insurance benefits programsbenefits), but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s). You specifically acknowledge that Vesting of any outstanding stock options or restricted stock units previously granted to you by the offer Company 1 Except for the obligations set forth in Sections 2 and 3 of continuation this Agreement which shall solely be the obligations of Insulet Corporation, whenever the terms “Insulet” or “the Company” are otherwise used in this Agreement, they shall be deemed to include Insulet Corporation and any related entities (including, without limitation, any divisions, affiliates, parents or subsidiaries of Insulet Corporation), and its and their respective current and former officers, directors, employees, agents, successors and assigns. will continue on account of your employment during the Transitional Employment Period is and will cease as of the Separation Date. You specifically acknowledge that the opportunities to remain employed on an at will basis during the Transitional Employment Period and to receive associated Transition Pay and Benefits are being provided as part of the separation of your employment and are in consideration of your covenants set forth hereinagreements, including the release of claims set forth claims, included in Section 7 of this Agreement. In the event It is further understood and agreed that your employment terminates prior the Separation Date because no other benefits or payments of any breach by kind are owed to you of the obligations and covenants other than as set forth in this Agreement, then you shall only receive the Transition Pay and Benefits through the final date of your employment with the CompanySection 1.

Appears in 1 contract

Samples: Separation Agreement (Insulet Corp)

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Transition Role. The Company will continue to employ you on an at-will basis. On a mutually agreed upon date, you will resign as an officer of the Company (including as a Section 16 officer) and from any other director or officer positions you hold with any of the Company’s subsidiaries or entities affiliated with the Company. Effective February 13, 2023 (the “Transition Start Date”) your resignation date and continuing until March April 3, 2023 2015 (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement), you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”). The final date of employment shall be deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to the end of the month when your final date of employment occurs and, provided you timely complete the required election forms (which will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and be in a “Transition Role.” During the Transitional Employment Period, you shall not represent yourself as an employee or agent of Xxxxxbe working a fulltime assignment focusing on strategic business development efforts. During the Transitional Employment Period Period, you will act in a positive shall receive the following Transition Pay and constructive manner, perform any assigned tasks and otherwise assist Xxxxx in the transition of work in connection with any of the duties you have performed at the Company, or otherwise perform any specific project(s) assigned to you by the Company. Your employment status during the Transitional Employment Period will continue to be at will. 1 Except for the obligations set forth in Sections 1 and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns. Benefits: (i) continuation of your base bi-weekly salarysalary of twelve thousand two hundred thirty dollars seventy seven cents ($12,230.77), subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x Insulet’s payroll policies and procedures; and (ii) continuation of your participation in Xxxxx’x employee benefits programs and Insulet’s employee insurance benefits programs, but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s). You specifically acknowledge that Vesting of any outstanding stock options or restricted stock units previously granted to you by the offer of continuation Company will continue on account of your employment during the Transitional Employment Period is and will cease as of the Separation Date. You specifically acknowledge that the opportunities to remain employed on an at will basis during the Transitional Employment Period and to receive associated Transition Pay and Benefits are being provided as part of the separation of your employment and are in consideration of your covenants set forth hereinagreements, including the release of claims set forth claims, included in Section 7 of this Agreement. In the event It is further understood and agreed that your employment terminates prior the Separation Date because no other benefits or payments of any breach by kind are owed to you of the obligations and covenants other than as set forth in this Agreement, then you shall only receive the Transition Pay and Benefits through the final date of your employment with the CompanySection 1.

Appears in 1 contract

Samples: Separation Agreement (Insulet Corp)

Transition Role. Effective February 13June 29, 2023 (2015, you will no longer hold the position of Chief Operating Officer and any of the Company’s subsidiaries or entities affiliated with the Company. Absent earlier termination, your employment shall end on July 10, 2015. The last date of your employment shall be deemed to be the “Transition Start Separation Date”) . Also effective June 29, 2015 and continuing until March 3July 10, 2023 2015 (unless terminated earlier due to your breach of the obligations and covenants set forth in this Agreement), you will be in a Transition Role (such period of time herein referenced as the “Transitional Employment Period”). The final date of employment shall be deemed the “Separation Date.” Regardless of whether you sign this Agreement, your existing health benefits will continue to the end of the month when your final date of employment occurs and, provided you timely complete the required election forms (which will be provided to you separately), you are eligible to continue receiving group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date. You acknowledge that from and after the Separation Date, you shall not have any authority to and remain employed by the Company in a “Transition Role”. You shall not represent yourself as an employee or agent of Xxxxx. During at all times, including during the Transitional Employment Period Period, act in a professional manner in any communications with the Company. Both before and during the Transition Employment Period, you will shall act in a positive and constructive manner, perform any assigned tasks tasks, and otherwise assist Xxxxx Insulet in the transition of work in connection with any of the duties you have performed at the CompanyInsulet, or otherwise perform any specific project(s) project assigned to you by the CompanyInsulet. Your employment status as an at-will employee shall remain at all times, including during the Transition Employment Period. During the Transitional Employment Period will continue to be at will. 1 Except for Period, you shall receive the obligations set forth in Sections 1 following Transition Pay and 2, which shall be solely the obligations of Evelo Biosciences, Inc., wherever the term Evelo is otherwise used in this Agreement (including, without limitation, Section 7), it shall be deemed to include Evelo Bioscience, Inc., and any and all of the divisions, affiliates, parents, subsidiaries, investors, and any other entities corporately related to Evelo Biosciences, Inc., and each of their respective partners, officers, directors, employees, agents, representatives, attorneys, successors, predecessors and assigns. Benefits: (i) continuation of your base bi-weekly salary, subject to all ordinary payroll taxes and withholdings, in accordance with Xxxxx’x Insulet’s payroll policies and procedures; and (ii) continuation of your participation in Xxxxx’x Insulet’s employee benefits programs and employee insurance benefits programs, but only to the extent that you currently participate in such programs and remain eligible under any applicable plan document(s). You also shall continue to vest in any outstanding stock options or restricted stock units previously granted to you by the Company will continue on account of your employment during through the Separation Date. You specifically acknowledge that the offer of and continuation of your employment during the Transitional Employment Period is being provided as part of the separation of your employment and is in consideration of your covenants set forth hereinagreements, including the release of claims set forth in Section 7 of this Agreement. In the event that your employment terminates prior the Separation Date because of any breach by you of the obligations and covenants set forth 8 included in this Agreement, then you shall only receive and that nothing herein alters your status as an employee at will during the Transition Pay and Benefits through Employment Period. Notwithstanding the final date of foregoing, the Company only will terminate your employment with prior to the Separation Date if you materially breach your obligations to the Company.

Appears in 1 contract

Samples: Separation Agreement (Insulet Corp)

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