Transition Agreement Sample Contracts

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EXHIBIT E
Transition Agreement • October 14th, 2024

The Director and the Concessioner hereby agree that, in the event of the expiration or termination of this Contract for any reason (hereinafter “Termination” for purposes of this Exhibit) and the Concessioner is not to continue the operations authorized under this Contract after the Termination Date, the Director and the Concessioner in good faith will fully cooperate with one another and with the new concessioner or concessioners selected by the Director to continue such operations (“New Concessioner” for purposes of this exhibit), to achieve an orderly transition of operations in order to avoid disruption of services to Area visitors and minimize transition expenses.

ARTICLE I DEFINITIONS
Transition Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
Frances Rathke Keurig Green Mountain, Inc. 33 Coffee Lane Waterbury, VT 05676 Re: Transition Agreement with Keurig Green Mountain, Inc. Dear Fran:
Transition Agreement • November 19th, 2014 • Keurig Green Mountain, Inc. • Miscellaneous food preparations & kindred products • Vermont

Keurig Green Mountain, Inc. (“Company”), and you have agreed that you will transition from the Company and its affiliates on the terms set forth in this transition agreement.

June 25, 2007
Transition Agreement • February 26th, 2010 • Bank of New York Mellon CORP • State commercial banks • New York

As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “BNY-Mellon”). By operation of the Merger, BNY-Mellon will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.

Transition Agreement
Transition Agreement • November 8th, 2023 • SQZ Biotechnologies Co • Biological products, (no disgnostic substances)

This Transition Agreement (the “Agreement”) is made as of October 3, 2023 (the “Notice Date”), by and between SQZ Biotechnologies Company (the “Company”) and Marshelle Smith Warren (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

transition agreement
Transition Agreement • November 4th, 2022 • Tuesday Morning Corp/De • Retail-variety stores

This Transition Agreement (“Agreement”) is entered into by and between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Marc Katz (the “Executive”), effective as of the date it is executed by both Parties (the “Effective Date”). The Company and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”

Contract
Transition Agreement • May 5th, 2020 • Georgia

EX-10.CC 13 ex10cc.htm TRANSITION AGREEMENT BY AND BETWEEN BELLSOURTH CORP AND RAFAEL DE LA VEGA, DATED DECEMBER 29, 2003 Exhibit 10-cc Transition Agreement by and between BellSouth Corporation and Rafael de la Vega dated December 29, 2003 TRANSITION AGREEMENT THIS AGREEMENT is made and entered into this 29 day of December, 2003, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Rafael de la Vega ("Executive") (each, a "Party" and, collectively, the "Parties"): REASONS FOR THIS AGREEMENT. Executive has been employed by Company and its Affiliated Companies since 1974. During his tenure, Executive has served in a variety of senior capacities and currently serves as Company's President - Latin America Operations with overall responsibility for Company's operations in Argentina, Uruguay, Colombia, Venezuela, Chile, Peru, Ecuador, Panama, Nicaragua and Guatemala. Executive's previous assignments include having served as Company's President of Broadband and Interne

TRANSITION AGREEMENT
Transition Agreement • November 8th, 2018 • Strategic Education, Inc. • Services-educational services • Minnesota

This TRANSITION AGREEMENT (this “Agreement”) dated as of October 29, 2017, (the “Agreement Execution Date”), is by and between Capella Education Company, a Minnesota corporation (the “Company”) and J. Kevin Gilligan (the “Executive”).

TRANSITION AGREEMENT
Transition Agreement • May 3rd, 2024 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • California

AGREEMENT entered into as of this 31st day of December, 2023 by and between Hologic, Inc., a Delaware corporation with its principal place of business at 250 Campus Drive, Massachusetts 01752 (the “Company”), and Elisabeth (Lisa) A. Hellmann, an individual having her principal residence in Del Mar, California (the “Executive”).

TRANSITION AGREEMENT
Transition Agreement • February 23rd, 2023 • BWX Technologies, Inc. • Engines & turbines • Virginia

This Transition Agreement (this “Agreement”) is entered into by and between, and shall inure to the benefit of and be binding upon, Thomas E. McCabe (“Executive”) and BWX Technologies, Inc., a Delaware corporation (the “Company”), effective as of December 29, 2022 (the “Effective Date”).

TRANSITION AGREEMENT
Transition Agreement • April 17th, 2023 • California

This TRANSITION AGREEMENT (the “Agreement”) is effective as of August 6, 2018 (the “Effective Date”) and is entered into by and between PICO Holdings, Inc., a Delaware corporation (the “Company”), and John T. Perri (“Executive”).

April 9, 2018 Laura A. Gasparini
Transition Agreement • July 20th, 2018 • Skyworks Solutions, Inc. • Semiconductors & related devices • Massachusetts

Per our discussion, effective at the close of business on April 9, 2018 (the “Resignation Date”), you will cease serving as the Vice President, Human Resources, of Skyworks Solutions, Inc. (the “Company”) with your resignation from such position effective as of such time. This letter sets out the terms for your employment and compensation after the Resignation Date. By signing and returning this letter agreement, you will be entering into a binding agreement with the Company and will be agreeing to the terms and conditions set forth in this letter agreement.

TRANSITION AGREEMENT
Transition Agreement • March 18th, 2024 • MeridianLink, Inc. • Services-prepackaged software • California

This Transition Agreement (“Agreement”) is made between MeridianLink, Inc., a Delaware corporation and its subsidiaries (the “Company”) and Sean Blitchok (the “Executive”). Terms with initial capitalization not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

RECITALS: --------
Transition Agreement • January 6th, 2009 • Vse Corp • Services-engineering services
TRANSITION AGREEMENT
Transition Agreement • April 17th, 2023 • California

This Transition Agreement (“Transition Agreement”) is entered into by and between Michael D. West (“Executive”) and BioTime, Inc. (the “Company”) and confirms the agreement that has been reached with Executive in connection with Executive’s separation from the Company.

TRANSITION AGREEMENT
Transition Agreement • April 28th, 2020 • Trinet Group, Inc. • Services-business services, nec • Delaware

THIS TRANSITION AGREEMENT (the “Agreement”) is entered into as of February 11, 2020 (the “Effective Date”), by and among TriNet Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Richard Beckert (the “Executive”).

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Exhibit 10.1 ADDENDUM On July 18, 2000, the Transition Agreement dated February 18, 2000 between Michael R. Kleine and Thermo Electron Corporation was amended to provide that Thermo Electron would guarantee the payment to Mr. Kleine of a minimum bonus...
Transition Agreement • November 9th, 2000 • Thermo Cardiosystems Inc • Electromedical & electrotherapeutic apparatus

On July 18, 2000, the Transition Agreement dated February 18, 2000 between Michael R. Kleine and Thermo Electron Corporation was amended to provide that Thermo Electron would guarantee the payment to Mr. Kleine of a minimum bonus of $200,000 upon the sale of Thermo Cardiosystems.

Contract
Transition Agreement • May 5th, 2020 • New York

EX-10.4 5 ex104.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION STRICTLY CONFIDENTIAL TRANSITION AGREEMENT THIS TRANSITION AGREEMENT, dated as of March 2, 2015 (together with all Schedules and Exhibits attached hereto, this “Agreement”), is by and between Novartis Pharma AG, a Swiss corporation (“Novartis”), and Array BioPharma Inc., a Delaware corporation (“Array”). Novartis and Array are sometimes collectively referred to herein as the “Parties” and each separately as a “Party.” WHEREAS, Novartis and Array are parties to the Termination and Asset Transfer Agreement dated as of November 26, 2014 (the “Termination Agreement”); and WHEREAS, in connection with the Contemplated Transactions, the Parties desire to provide for the transition of certain activities related to the Development of Binimetinib from Novartis to Array (the “Transition”), on the terms and subject to the conditions hereof. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants herei

TRANSITION AGREEMENT
Transition Agreement • November 9th, 2018 • Ultra Petroleum Corp • Crude petroleum & natural gas • Colorado

This TRANSITION AGREEMENT (this “Agreement”) dated as of September 5, 2018, by and between Ultra Petroleum Corp, a Yukon Corporation (the “Company”) and Garrett B. Spear-Smith (the “Executive”), sets forth the terms and understandings regarding Executive’s continued service with and termination of employment from the Company.

TRANSITION AGREEMENT
Transition Agreement • March 13th, 2020 • United Parcel Service Inc • Trucking & courier services (no air) • Georgia

This Transition Agreement (the “Agreement”) is entered into by and between David Abney (“Executive”) and United Parcel Service, Inc. (“UPS” or the “Company”). Executive and UPS are collectively referred to herein as the “Parties.”

EX-10.1 2 d224705dex101.htm EX-10.1 Execution Version TRANSITION AGREEMENT
Transition Agreement • May 5th, 2020 • North Carolina

This TRANSITION AGREEMENT (this “Agreement”) by and among Duncan Jamie Macdonald (the “Executive”), INC Research, LLC (the “LLC”) and INC Research Holdings, Inc. (the “Company”) (the “Parties”) is entered into as of July 27, 2016 (the “Effective Date”).

TRANSITION AGREEMENT
Transition Agreement • May 22nd, 2013 • Cardiome Pharma Corp • Pharmaceutical preparations

This Transition Agreement (the “Agreement”) is made and entered into as of April 25, 2013 (the “Effective Date”) by and between CARDIOME PHARMA CORP., a Canadian corporation with offices at 6190 Agronomy Rd., Suite 405, Vancouver, B.C., Canada, V6T 1Z3 ("Cardiome"), MERCK SHARP & DOHME (SWITZERLAND) GMBH, a company organized under the laws of Switzerland with offices at Rue de Lausanne 27, Sion, 1950, Switzerland (“MSD Switzerland”) and MERCK SHARP & DOHME CORP. (as successor-in-interest to the entity formerly known as Merck & Co., Inc.), a corporation organized under the laws of New Jersey with offices at One Merck Drive, Whitehouse Station, NJ 08889-0100, U.S.A. (“MSD Corp.” and, together with MSD Switzerland, “Merck”). Cardiome, MSD Switzerland and MSD Corp. are each referred to from time to time herein either individually as a “Party” or collectively as the “Parties”.

TRANSITION AGREEMENT
Transition Agreement • May 5th, 2015 • Comscore, Inc. • Services-business services, nec • Virginia

This Transition Agreement (“Agreement”) is entered into as of the 5th day of May, 2014 (the “Effective Date”) between comScore, Inc. (“Company”), a Delaware corporation, and Kenneth J. Tarpey (“Executive”).

TRANSITION AGREEMENT
Transition Agreement • May 19th, 2020 • Assertio Holdings, Inc. • Pharmaceutical preparations • California

This Transition Agreement (this “Agreement”) is entered into by and between Arthur Higgins (“Executive”) and Assertio Therapeutics, Inc., a Delaware corporation (“Assertio”) and is dated as of March 16 , 2020. The Executive and the Company shall collectively be referred to herein as the “Parties.”

EX-10.1 2 dxlg-ex101_6.htm EX-10.1 TRANSITION AGREEMENT BETWEEN THE COMPANY AND DAVID LEVIN Exh 10.1 TRANSITION AGREEMENT
Transition Agreement • May 5th, 2020 • Massachusetts

This Transition Agreement (the “Agreement”) is made as of this 20th day of March, 2018 (the “Execution Date”) by and between Destination XL Group, Inc., a Delaware corporation (“Company”), and David A. Levin, an individual (“Executive”). The terms “Party” or “Parties” shall be used to refer to the Company and/or Executive. Capitalized terms not defined herein shall have the meaning ascribed in the Employment Agreement (defined below).

TRANSITION AGREEMENT
Transition Agreement • May 15th, 2017 • Keyw Holding Corp • Services-computer integrated systems design • Maryland

THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of May_____, 2017, between The KeyW Corporation, a Maryland corporation, including all entities now or hereafter controlling, controlled by or under common control with The KEYW Corporation, including but not limited to The KEYW Holding Corporation, The KEYW Corporation and all direct and indirect subsidiaries of each such entity (the “Company”) and Mark A. Willard (“Executive”) (individually a “Party” and together the “Parties”).

TRANSITION AGREEMENT
Transition Agreement • February 7th, 2017 • Electronic Arts Inc. • Services-prepackaged software

This TRANSITION AGREEMENT (“Agreement”), including and incorporating by reference Attachment A, and the definitions for the capitalized terms set forth therein, is made by and between Electronic Arts Inc., a Delaware corporation, with its principal place of business at 209 Redwood Shores Parkway, Redwood City, California 94065-1175 (“EA”) and Employee. This Agreement is made as of the Agreement Date and shall become effective as of the Effective Date.

Contract
Transition Agreement • May 5th, 2020

EX-10.1 2 s002231x1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (“Agreement”), effective as of April 25, 2018 (“Effective Date”), is entered into by and between Deluxe Corporation, a Minnesota corporation, whose address is 3680 Victoria Street North, Shoreview, MN 55126 (the “Company”) and LEE J. SCHRAM, an individual (“Executive”). WHEREAS, Executive is currently employed as the Chief Executive Officer of the Company, pursuant to an Employment Agreement dated as of April 10, 2006 (the “Employment Agreement”) and an Executive Retention Agreement dated as of August 8, 2007 (which includes protections in the event of a change in control) (the “Retention Agreement”); WHEREAS, Executive has announced his intent to retire, and the Company and Executive have agreed upon a smooth transition of Executive’s employment with the Company, according to the terms and conditions of this Agreement; WHEREAS, the Company and Executive have agreed to a transition p

TRANSITION AGREEMENT
Transition Agreement • April 11th, 2008 • Graymark Healthcare, Inc. • Services-specialty outpatient facilities, nec • Oklahoma

This TRANSITION AGREEMENT (the “Agreement”) is made effective the 26th day of March, 2008, among APOTHECARYRX, LLC, an Oklahoma limited liability company (the “Buyer”), NEWT’S DISCOUNT PHARMACY, INC., an Oklahoma corporation (the “Company”) and JEREMY AVANCE, an individual (“Avance” and together with the Company, the “Seller”).

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