Common use of Your Acknowledgments Clause in Contracts

Your Acknowledgments. By entering into this Agreement, you are agreeing: • The bonus amount in Section 2 is more than any amount or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you. • After your employment ends, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. • With respect to the stock options granted to you (the “Option Award”) pursuant to Section 3.3(a) of your employment agreement with the Company dated July 1, 2017 (the “Employment Agreement”), (a) twenty- five percent (25%) of the Option Award vested on July 1, 2018; and (b) the remaining unvested portion of your Option Award (including but not limited to the unvested portion of your Option Award that would otherwise vest on October 1, 2018) shall be forfeited as of the Termination Date, and you shall have no further rights with respect thereto. In addition, all 66,845 restricted stock units granted to you pursuant to the Roivant Sciences Ltd. 2015 Restricted Stock Unit Plan will be forfeited as of the Termination Date. You also hereby acknowledge and agree that you will not be entitled to receive any Anti-Dilution Grants (as defined in the Employment Agreement) and hereby waive any and all rights you may have with respect thereto. • Your obligations under your signed Employment Agreement dated July 1, 2017, and the Employee Non-Disclosure, Inventions Assignment and Restrictive Covenant Agreement (“NDA”) between you and the Company, shall remain in full force and effect and you acknowledge and re-affirm those obligations.

Appears in 2 contracts

Samples: Dermavant Sciences LTD, Dermavant Sciences LTD

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Your Acknowledgments. By entering into this Agreement, you are agreeing: • The bonus amount benefits in Section 2 is 3 and Section 4 are more than any amount or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you. • After Your post-employment obligations under your offer letter, employment endsagreement, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable taxnon-qualified retirement or other benefit plans of the Company)disclosure, confidentiality and restrictive covenant agreements between you will no longer participate or accrue service credit of any kind in any employee benefits plan of and the Company or any of its affiliates. • With respect to the stock options granted to you (the “Option Award”) pursuant to Section 3.3(a) of your employment agreement with the Company dated July 1Releasees, 2017 (the “Employment Agreement”), (a) twenty- five percent (25%) of the Option Award vested on July 1, 2018; and (b) the remaining unvested portion of your Option Award (including but not limited to the unvested portion of your Option Award that would otherwise vest on October 1, 2018) shall be forfeited as of the Termination Date, and you shall have no further rights with respect thereto. In addition, all 66,845 restricted stock units granted to you pursuant to the Roivant Sciences Ltd. 2015 Restricted Stock Unit Plan will be forfeited as of the Termination Date. You also hereby acknowledge and agree that you will not be entitled to receive any Anti-Dilution Grants (as defined in the Employment Agreement) and hereby waive any and all rights you may have with respect thereto. • Your obligations under your signed Employment Agreement dated July 1, 2017, and the Employee Non-Disclosure, Inventions Assignment and Restrictive Covenant Agreement (“NDA”) between you and the Companybelow, shall remain in full force and effect effect, and you acknowledge and re-affirm those obligations. • You understand and agree that the opportunity created in relation to the cenobomate asset while you were employed by Axovant is Xxxxxxx’s corporate opportunity and you have fiduciary and contractual obligations to Axovant with respect to such corporate opportunity, until and unless you accept and commence employment with Xxxxxxx. Therefore, you acknowledge and agree not to accept employment with or participate in any activity related to the cenobomate asset, other than as an employee of Arvelle, without the express written consent of Axovant. • Your outstanding stock options (the “Options”) previously granted to you under the Axovant Sciences Ltd. 2015 Equity Incentive Plan and the applicable award agreements shall be modified in accordance with Section 4. • Except for the items set forth in Section 2 of this Agreement, which you will receive regardless of whether you Execute this Agreement, the Company does not owe you anything except for what it is obligated to do by the terms this Agreement. • You have no legal entitlement to reemployment with the Company and its affiliates, and you waive and release any right to be considered for employment or reemployment with the Company and its affiliates, and/or the Company and its affiliates from any liability for any failure or refusal to hire you or engage you to perform services • During your employment with the Company, you did not violate any federal, state, or local law, statute, or regulation while acting within the scope of your employment with the Company, nor did you violate any material provision of a Company policy (collectively, “Violations”). • You are not aware of any Violation(s) committed by a Company employee, vendor, or customer acting within the scope of his/her/its employment or business with the Company that have not been previously reported to the Company; or to the extent you are aware of any such unreported Violation(s), you will, prior to your execution of this Agreement, immediately report such Violation(s) to the Company.

Appears in 1 contract

Samples: Axovant Gene Therapies Ltd.

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Your Acknowledgments. By entering into this Agreement, you are agreeing: The bonus amount pay and benefits in Section 2 is 3 are more than any amount money or benefits that you are otherwise promised or entitled to receive under any policy, plan, handbook or practice of the Company or any prior offer letter, agreement or understanding between the Company and you. After your employment endsended effective February 8, 2019, except as provided for in this Agreement (and without impacting any accrued vested benefits under any applicable tax-qualified retirement or other benefit plans of the Company), you will no longer participate or accrue service credit of any kind in any employee benefits plan of the Company or any of its affiliates. • With respect to the stock options granted to you (the “Option Award”) pursuant to Section 3.3(a) of your employment agreement with the Company dated July 1, 2017 (the “Employment Agreement”), (a) twenty- five percent (25%) of the Option Award vested on July 1, 2018; and (b) the remaining unvested portion of your Option Award (including but not limited to the unvested portion of your Option Award that would otherwise vest on October 1, 2018) shall be forfeited as of the Termination Date, and you shall have no further rights with respect thereto. In addition, all 66,845 restricted stock units granted to you pursuant to the Roivant Sciences Ltd. 2015 Restricted Stock Unit Plan will be forfeited as of the Termination Date. You also hereby acknowledge and agree that you will not be entitled to receive any Anti-Dilution Grants your Continuous Service (as defined in the Employment Option Plan) ceased as of the Separation Date, February 8, 2019, notwithstanding anything to the contrary herein, and any unvested options under your Option Agreement ceased to vest and have been forfeited as of such date. Work executed under Exhibit D “Consulting Agreement) and hereby waive ” does not constitute continuation of service or entitle you to any and all rights you may have with respect theretoclaim to unvested options. Your obligations under your signed March 9, 2018 Employment Agreement dated July 1, 2017, with the Company (“Employment Agreement”) (attached as Exhibit A) and the Employee Non-Disclosure, Inventions Invention Assignment and Restrictive Covenant Agreement (“NDA”) between executed by you and the Companyon March 27, 2018 (attached as Exhibit B), shall remain in full force and effect and you acknowledge and re-affirm those obligations. ● You agree to be available following your Separation Date and through March 31, 2019 to provide support with respect to the transition of your responsibilities, which shall be pursuant to a consulting agreement to be entered into between you and the Company in the form set forth in Exhibit D hereto (“Consulting Agreement”). ● As long as the Company satisfies its obligation under the Agreement, it will not owe you anything except for (i) the items set forth in Section 2, which you will receive regardless of whether you Execute this Agreement, and (ii) the items set forth in Section 3, which you will receive if you sign this Agreement and comply with the terms and conditions set forth in this Agreement. ● During your employment with the Company, you did not violate any federal, state, or local law, statute, or regulation while acting within the scope of your employment with the Company (collectively, “Violations”). ● You are not aware of any Violation(s) committed by a Company employee, vendor, or customer acting within the scope of his/her/its employment or business with the Company that have not been previously reported to the Company; or (ii) to the extent you are aware of any such unreported Violation(s), you will, prior to your execution of this Agreement, immediately report such Violation(s) to the Company.

Appears in 1 contract

Samples: Consulting Agreement (Dermavant Sciences LTD)

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