Opportunity for Review Clause Example with 6 Variations from Business Contracts

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer Company to consult with his his/her own independent counsel before signing this Separation Agreement. Employee represents and warrants that Employee (i) has had sufficient opportunity to consider this Separation Agreement, (ii) has read this Separation Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee, (v) has entered into this Separat...ion Agreement of Employee's own free will and volition, (vi) has duly executed and delivered this Separation Agreement, (vii) understands that Employee is responsible for Employee's own attorneys' fees and costs, (viii) has been advised and encouraged by Employer Company to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his his/her choice or has chosen voluntarily not to do so, (x) understands that Employee has been given twenty-one (21) days a reasonable amount of time to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he he/she is free to use as much or as little of the 21-day period time provided as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) understands that if Employee does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) Company within 21-days after the Separation Date, time provided, Employee shall not be entitled to receive the payments and benefits provided for under referenced in Section 4 of this Separation Agreement, and the Separation Date shall be unaltered, and (xii) understands that this Separation Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms. 6 (B) The parties hereto understand -4- Agreed to and agree that Employee may revoke accepted on this 20th day of May, 2022. EMPLOYEE: /s/ Saiid Zarrabian SAIID ZARRABIAN Agreed to and accepted on this 20th day of May, 2022. COMPANY: KINTARA THERAPEUTICS, INC. /s/ Robert E. Hoffman ROBERT E. HOFFMAN -5- EX-10.1 2 ktra-ex10_1.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this "Separation Agreement") is entered into between SAIID ZARRABIAN (the "Employee") and KINTARA THERAPEUTICS, INC. (the "Company"). Company, together with its past, present and future direct and indirect subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, attorneys and agents (in each case, individually and their official capacities), and each of their respective employee benefit plans (and such plans' fiduciaries, agents, administrators and insurers, in their individual and their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Separation Agreement after having executed it by delivering as the "Company Released Parties." 1.Separation of Employment. Employee acknowledges and understands that based upon a written notice mutual agreement between Employee and the Company, his last day of revocation to Employer (attention: Mark Flynn) by no later than 11:59 p.m. on employment with Company and/or any of its affiliates will be May 23, 2022 (the "Separation Date"). As of the seventh (7th) day after Employee's execution of this Separation Agreement. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Date, Employee shall not be entitled deemed to receive have resigned as an officer and director of the payments Company and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. any Company Released Party. View More

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer to consult with his own independent counsel before signing this Agreement. Employee represents and warrants that Employee (i) has had sufficient opportunity to consider this Separation Agreement, (ii) has read this Separation Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee, (v) has entered into this Separation Agreement of Employee's... own free will and volition, (vi) has duly executed and delivered this Separation Agreement, (vii) understands that Employee is responsible for Employee's own attorneys' fees and costs, (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) (viii) has had the opportunity to review this Separation Agreement with counsel of his choice or has chosen voluntarily not to do so, (x) (ix) understands that Employee has been given twenty-one (21) days to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he is free to use as much or as little of the 21-day period as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) understands that if Employee does not sign Agreement and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the Separation Date, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered, and (xii) (x) understands that this Separation Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms. 6 (B) This Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (c/o Charles Schafer) by Employee. The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed and delivered it by delivering a written notice of revocation to Employer (attention: Mark Flynn) (c/o Charles Schafer), in writing, provided such writing is received by Employer no later than 11:59 p.m. on the seventh (7th) day after Employee's execution and delivery of this Separation Agreement. Agreement to Employer. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Bonus, the Separation Agreement, Payment or the Covenants Modification, and the Separation Date shall be unaltered. If Employee does not revoke To the extent that any provision in this Separation Agreement within is ambiguous as to its compliance with Section 409A, the foregoing time period, provision shall be read in such a manner so that no payments due under this Separation Agreement shall be effective subject to an "additional tax" as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Separation Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Employee understands that any tax liability incurred by Employee under Section 409A is solely the responsibility of Employee. (B) All reimbursements, if any, provided under this Separation Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and enforceable on (iv) the eighth (8th) day after execution right to reimbursement is not subject to liquidation or exchange for another benefit. (C) This Separation Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and delivery shall be interpreted and construed consistently with such intent. The payments to Employee pursuant to this Separation Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). In the event the terms of this Separation Agreement would subject Employee to taxes or penalties under Section 409A of the Code ("409A Penalties"), Employer (Attn: Mark Flynn) by Employee. and Employee shall cooperate diligently to amend the terms of this Separation Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall Employer be responsible for any 409A Penalties that arise in connection with any amounts payable under this Separation Agreement. View More

Opportunity for Review. (A) Employee Executive is hereby advised and encouraged by Employer to consult with his own independent counsel before signing this Separation Agreement. Employee Executive represents and warrants that Employee Executive (i) has had sufficient opportunity to consider this Separation Agreement, (ii) has read this Separation Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee, Executive, (v) has ...entered into this Separation Agreement of Employee's Executive's own free will and volition, (vi) has duly executed and delivered this Separation Agreement, (vii) understands that Employee Employer is responsible for Employee's own Executive's attorneys' fees and costs, costs and those of Richard Rosenblum with respect to his related Separation and General Release Agreement, which such fees and costs are not to exceed $5,000 in the aggregate, (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his choice or has chosen voluntarily not to do so, (x) (ix) understands that Employee Executive has been given twenty-one (21) days to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he is free to use as much or as little of the 21-day period as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) (x) understands that if Employee Executive does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the on or before May 31, 2013, Employer shall have no obligation to enter into this Separation Date, Employee Agreement, Executive shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, Agreement nor shall the Consulting Agreement be effective, and the Separation Date shall be unaltered, unaltered; and (xii) (xi) understands that this Separation Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms. 6 (B) The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed it by delivering a written notice of revocation to Employer (attention: Mark Flynn) by no later than 11:59 p.m. on the seventh (7th) day after Employee's execution of this Separation Agreement. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this This Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. Executive. The parties hereto understand and agree that Executive may revoke this Separation Agreement after having executed and delivered it to Employer in writing, provided such writing is received by Employer at the address listed in this Separation Agreement above no later than 11:59 p.m. on the seventh (7th) day after Executive's execution and delivery of this Separation Agreement to Employer. If Executive revokes this Separation Agreement, it shall not be effective or enforceable, Employer shall not be obligated to engage Executive as an independent contractor pursuant to the Consulting Agreement and Executive shall not be entitled to receive the benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered. View More

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer to consult with his own independent counsel before signing this Separation Agreement. Employee represents and warrants that Employee Employee: (i) has had sufficient opportunity to consider this Separation Agreement, Agreement; (ii) has read this Separation Agreement, Agreement; (iii) understands all the terms and conditions hereof, hereof; (iv) is not incompetent or had a guardian, conservator or trustee appointed for Employee, Employee;... (v) has entered into this Separation Agreement of Employee's own free will and volition, volition; (vi) has duly executed and delivered this Separation Agreement, Agreement; (vii) understands that Employee is responsible for Employee's own attorneys' attorney's fees and costs, costs; (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his Employee's choice or has chosen voluntarily not to do so, (x) so; (ix) understands that the Employee has been given twenty-one (21) days a reasonable amount of time to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he is free to use as much or as little of the 21-day period review time as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) Agreement; (x) understands that if Employee does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the (Attn: Jerome D. Jabbour, Esq.,) on or before February 12, 2018, Employer shall have no obligation to enter into this Separation Date, Agreement, Employee shall not be entitled to receive the payments payment and benefits provided for under set forth in Section 4 of this Separation Agreement, and the Separation Date shall be unaltered, unaltered; and (xii) (xi) understands that this Separation Agreement is valid, binding, binding and enforceable against the parties hereto in accordance with its terms. 6 (B) The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed it by delivering a written notice of revocation to Employer (attention: Mark Flynn) by no later than 11:59 p.m. on the seventh (7th) day after Employee's execution of this Separation Agreement. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Section 4 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. View More

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer to consult with his Employee's own independent counsel before signing this the Separation Agreement. Employee represents and warrants that Employee Employee: (i) has had sufficient opportunity to consider this Separation Agreement, Agreement; (ii) has read this Separation Agreement, Agreement; (iii) understands all the terms and conditions hereof, hereof; (iv) is not incompetent or had a guardian, conservator or trustee appointed for Empl...oyee, Employee; (v) has entered into this Separation Agreement of Employee's own free will and volition, volition; (vi) has duly executed and delivered this Separation Agreement, Agreement; (vii) understands that Employee is responsible for Employee's own attorneys' attorney's fees and costs, costs; (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his Employee's choice or has chosen voluntarily not to do so, (x) so; (ix) understands that the Employee has been given twenty-one (21) days to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he is free to use as much or as little of the 21-day period as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) Agreement; (x) understands that if Employee does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the (Attn: Laurie Marsh, Director, Human Resources) on or before January ___, 2016, Employer shall have no obligation to enter into this Separation Date, Agreement, Employee shall not be entitled to receive the payments and benefits provided for under Severance Payment or the COBRA Assistance set forth in Section 4 8 of this Separation Agreement, and the Separation Date shall be unaltered, unaltered; and (xii) (xi) understands that this Separation Agreement is valid, binding, binding and enforceable against the parties hereto in accordance with its terms. 6 (B) This Separation Agreement shall be effective and enforceable on the eighth day after execution and delivery to Employer (Attn: Laurie Marsh, Director, Human Resources) by Employee. The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed and delivered it by delivering a written notice of revocation to Employer (attention: Mark Flynn) by so advising Employer (Attn: Laurie Marsh, Director, Human Resources) in writing no later than 11:59 p.m. on the seventh (7th) day after Employee's execution and delivery of this Separation Agreement. Agreement to Employer. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Severance Payment or the COBRA Assistance set forth in Section 4 8 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. View More

Opportunity for Review. (A) Employee is hereby advised and encouraged by Employer to consult with his Employee's own independent counsel before signing this the Separation Agreement. Employee represents and warrants that Employee Employee: (i) has had sufficient opportunity to consider this Separation Agreement, Agreement; (ii) has read this Separation Agreement, Agreement; (iii) understands all the terms and conditions hereof, hereof; (iv) is not incompetent or had a guardian, conservator or trustee appointed for Empl...oyee, Employee; (v) has entered into this Separation Agreement of Employee's own free will and volition, volition; (vi) has duly executed and delivered this Separation Agreement, Agreement; (vii) understands that Employee is responsible for Employee's own attorneys' attorney's fees and costs, costs; (viii) has been advised and encouraged by Employer to consult with Employee's own independent counsel before signing this Separation Agreement (ix) has had the opportunity to review this Separation Agreement with counsel of his Employee's choice or has chosen voluntarily not to do so, (x) so; (ix) understands that the Employee has been given twenty-one (21) days to review this Separation Agreement before signing this Separation Agreement, Agreement and understands that he is free to use as much or as little of the 21-day period as Employee he wishes or considers necessary before deciding to sign this Separation Agreement, (xi) Agreement; (x) understands that if Employee does not sign and return this Separation Agreement to Employer (attention: Mark Flynn) within 21-days after the (Attn: Laurie Marsh, Director, Human Resources) on or before December 31, 2015, Employer shall have no obligation to enter into this Separation Date, Agreement, Employee shall not be entitled to receive the payments and benefits provided for under Severance Payment or the COBRA Assistance set forth in Section 4 7 of this Separation Agreement, and the Separation Date shall be unaltered, unaltered; and (xii) (xi) understands that this Separation Agreement is valid, binding, binding and enforceable against the parties hereto in accordance with its terms. 6 8 (B) This Separation Agreement shall be effective and enforceable on the eighth day after execution and delivery to Employer (Attn: Laurie Marsh, Director, Human Resources) by Employee. The parties hereto understand and agree that Employee may revoke this Separation Agreement after having executed and delivered it by delivering a written notice of revocation to Employer (attention: Mark Flynn) by so advising Employer (Attn: Laurie Marsh, Director, Human Resources) in writing no later than 11:59 p.m. on the seventh (7th) day after Employee's execution and delivery of this Separation Agreement. Agreement to Employer. If Employee revokes this Separation Agreement, it shall not be effective or enforceable, Employee shall not be entitled to receive the payments and benefits provided for under Severance Payment or the COBRA Assistance set forth in Section 4 7 of this Separation Agreement, and the Separation Date shall be unaltered. If Employee does not revoke this Separation Agreement within the foregoing time period, this Separation Agreement shall be effective and enforceable on the eighth (8th) day after execution and delivery to Employer (Attn: Mark Flynn) by Employee. View More