Upon termination of Executive s employment by the Company for any reason whatsoever whether voluntarily or involuntarily, or at any other time upon the Company’s request, Executive agrees to promptly return to the possession of the Company any materials or copies thereof, in hard copy or electronically, containing and/or pertaining to Proprietary Information relating to the Company or any of its subsidiaries or affiliates and shall not take any material or copies thereof from the possession of the Company, or destroy any such materials. In addition, Executive shall also return to the Company all Company property and equipment in the Executive’s possession or control, including but not limited to, all documents, product samples, tapes, notes, computer files, equipment, phone, facsimile, printer, computer, physician lists, employee lists, lab notebooks, files, computer equipment, security badges, telephone calling cards, credit cards, and other information or materials (and all copies) which contain confidential, proprietary or non-public information of the Company. The Executive further agrees to leave intact all electronic Company documents on the Company’s servers or computers, including those which Executive developed or helped develop during Executive’s employment. Executive further agrees to promptly return or make available to the Company or its agents any motor vehicle provided to Executive by the Company.
Upon termination of Executive s Employment as a result of death or Disability, or in the event the Company elects to waive the Event Criteria, the Vested Percentage shall be determined solely by reference to the Performance Criteria and on the Payment Date, the Company shall pay the Phantom Equity Payment first by the cancellation of indebtedness, if any, owing from Executive to the Company or any of its subsidiaries and the remainder, at the Company's option:
(a) by the Company's delivery of a check or wire transfer of immediately a available funds for the remainder of the Phantom Equity Payment, if any; or
(b) by the Company's delivery of a check or wire transfer of immediately available funds for an amount equal to one fifth of the remainder of the Phantom Equity Payment, if any, and by the Company's delivery of an unsecured subordinated promissory note (which shall be subordinated and subject in right of payment only to the prior payment of any funded indebtedness outstanding) of the Company (a "Payment Note") in a principal amount equal to the balance of the Phantom Equity Payment, payable in four equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the publicly announced prime rate of Chase Manhattan Bank, N.A., on the date of issuance and each June 30 and December 31 thereafter
Upon termination of Executive s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board and the Board of Directors of any of the Company's affiliates.
Upon termination of Executive s employment by the Company prior to the expiration of this Agreement, if such termination is pursuant to Section 3.1, 3.2, 3.5, 3.6, or 3.7 hereof, Executive shall be entitled to any Annual Salary and vacation accrued but unpaid through the date of termination of employment, payable on the date of termination and to the Executive, the estate of Executive or to the benefit of his heirs.
Upon termination of Executive s employment, Company shall pay to Executive, within three business days after the end of the 30-day notice period provided in Section 5 above, a payment in cash determined under subsection (a) or (b) of this Section 6 and shall for the period or at the time specified provide the other benefits described in subsections (c) and (e) of this Section 6:
Upon termination of Executive s employment with the Company and its affiliates for any reason, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its affiliates; immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.
Upon termination of Executive s employment for cause or by the voluntary termination of employment of Executive as set forth in Section 9.1.1 and 9.1.2, Executive shall not be entitled to any severance payment.
Upon termination of Executive s Employment for any reason other than death or Disability, the Company shall have the option, at the Company's sole discretion, of waiving the Event Criteria and treating such termination as a Payment Event in which case the Vested Percentage shall be determined solely by reference to the Time Criteria. If the Company does not elect to waive the Event Criteria, the Company shall have no obligation to make any Phantom Equity Payment until the Event Criteria shall be met. Upon the occurrence of the Event Criteria, the Company shall pay Executive the Phantom Equity Payment in accordance with Section 2, but the Time Criteria shall be determined as of the date of termination of Employment.
Upon termination of Executive s employment under this Agreement by the Company without Cause (as defined hereunder) and provided that Executive signs a release and waiver Agreement, in form and substance satisfactory to the Company, then, in lieu of any further or other payments, the Company shall pay to the Executive severance equal to the lesser of (i) the total base salary of the balance of the term of this Agreement as of the time of termination; or (ii) his average monthly annual base salary1 for nine months. Such severance payments shall be made according to the Company’s normal payroll process spread out equally over the severance period. Post-termination, any violation of this Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph.
1 The average annual monthly base salary shall be calculated using the average of the cash base salary compensation received by Executive in the twelve months prior to the date of termination.
(i) If the Company terminates the Executive’s employment (a) for Cause, or (b) due to Executive’s death or disability, or (ii) if the Executive terminates his employment, then the Company shall have no payment obligations to Executive besides paying his base salary through the date of termination and any unreimbursed business expenses that have been submitted in accordance with the Company’s policy.
Upon termination of Executive s employment with Employer, Executive shall return to Employer all originals and copies of any and all documents, drawings, notes, samples, flowcharts, spreadsheets, memoranda or other matters and writings relating to the business of Employer, or that of its customers, acquired during the Employment Term, and Executive shall not retain any copy, draft, duplicate, representation or extract thereof unless expressly authorized by Employer's Chairman.
