5. Other Benefits. The Continuity Award will not be taken into account in computing the amount of any salary or compensation to determine any bonus, retirement, or other benefit under any Company benefit plan or arrangement.
6. No Assignments; Successors. This Agreement is personal to you and you may not assign or delegate any right or obligation under it. This Agreement will inure to the benefit of any successor to the Company.
7. [Restrictive Covenants. In consideration of, among other things, your initial and/or ongoing relationship with the Company, the Continuity Award, and you being granted access to trade secrets and other confidential information of the Company and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge, you agree to comply with the obligations in Annex A to this Agreement.]
8. [Forfeiture of Certain Awards. You acknowledge and agree that, effective on July 1, 2020, your participation in and any outstanding awards with respect to the 2020 short-term incentive compensation plan (ICP) and the 2020 long-term incentive equity plan (LTI) will be waived, forfeited and immediately terminate without consideration. For the avoidance of doubt, you further acknowledge and agree that you will not have grounds to terminate your employment with the Company for Good Reason pursuant to the severance plan of the Company in which you participate as a result of this Agreement, including your agreement pursuant to this Section 8.]
9. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of [Switzerland. The courts of Switzerland shall have exclusive jurisdiction for any dispute arising out of or in connection with this Agreement.] [the State of Delaware.]
10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
11. Entire Agreement; Amendment. This Agreement[, including Annex A hereto,] constitutes the entire agreement between you and the Company with respect to the Continuity Award and supersedes any and all prior agreements or understandings between you and the Company with respect to the Continuity Award, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.
12. [Definitions. Good Reason and Cause within the meaning of this Agreement shall be defined as follows:
| ||(a) || |
Cause means any one or more of the following: (i) conviction of a criminal offence; (ii) gross negligence, recklessness, dishonesty, fraud, wilful wrongdoing or gross misconduct; (iii) a wilful failure without reasonable justification to comply with a reasonable written management order; or (iv) a material breach by the employee of their duties or obligations under their contract of employment and/or Company policies.