Other Terms Contract Clauses (221)

Other Terms. (a) No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right regarding continuing the Participant's relationship as a Service Provider with the Company or member of the Company Group, nor will they interfere with the Participant's right, or the Participant's employer's right, to terminate such relationship with or without cause, to the extent permitted by Applicable Laws. (b) Interpretation and Rules of Construction. The words "include," "includ...es" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (c) Plan Governs. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of any Grant Agreement, the terms and conditions of the Plan will prevail. (d) Forfeiture Events. (i) All Awards granted under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including to a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 16(d)(i) is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or a member of the Company Group. (ii) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as Service Provider for cause or any specified action or inaction by a Participant, whether before or after such Participant's Termination of Status Date, that would constitute cause for termination of such Participant's status as a Service Provider. (iii) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (x) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (y) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. View More

Other Terms. (a) Legal Representation; Review of Release. The Employee acknowledges that he has been advised to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release. (b) Binding Nature of Release. This Release shall be binding upon the Employee and upon his heirs, administrators, representatives and executors. (c) Modification of Release; Waiver. This Release may be a...mended, only upon a written agreement executed by the Employee and the Company. (d) Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable. (e) Governing Law and Venue. This Release shall be deemed to be made and entered into in the State of North Carolina and shall in all respects be interpreted, enforced and governed under the laws of the State of North Carolina without giving effect to the conflict of law provisions of North Carolina law that would require the application of law of any other jurisdiction. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the Parties. Any action, suit or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision hereunder shall be commenced only in a court in Durham County, North Carolina (or, if appropriate, a federal court located within North Carolina). (f) Absence of Reliance. The Employee acknowledges that he is not relying on any promises or representations by the Company or its agents, representatives or attorneys of either of them regarding any subject matter addressed in this Release. So agreed by the Employee: Lori R. Harrelson Date A-2 EX-10.12 15 d621316dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 ARGOS THERAPEUTICS, INC. 4233 TECHNOLOGY DRIVE DURHAM, NC 27704 December 9, 2013 Lori R. Harrelson 200 Drakewood Place Cary, NC 27518 Dear Ms. Harrelson: This letter agreement ("Agreement") sets forth the terms and conditions of your continued employment with Argos Therapeutics, Inc. (the "Company"), as amended and restated as of the date set forth above. View More

Other Terms. a. Legal Representation; Review of Release. The Executive acknowledges that he has been advised by the Company to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release. b. Binding Nature of Release. This Release shall be binding upon the Executive and upon his heirs, administrators, representatives and executors. c. Modification of Release; Waiver. This Re...lease may be amended, only upon a written agreement executed by the Executive and the Company. d. Severability. In the event that at any future time it is determined by a court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable; provided, however, and for the avoidance of doubt, in no event shall the Company be required to provide Termination Benefits if all or part of Section 2 of this Release is held to be invalid or unenforceable. e. Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws provisions. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. f. Entire Agreement; Absence of Reliance. This Release constitutes the entire agreement between the Executive and the Company and supersedes any previous agreements or understandings between the Executive and the Company, except the Company's 2015 Stock Incentive Plan, or any subsequently adopted incentive compensation plan, and applicable Award agreements, any other documents governing the Executive's equity, options, Restricted Stock Units or other stock based awards as applicable, the Ongoing Obligations and any other obligations specifically preserved in this Release. The Executive acknowledges that he is not relying on any promises or representations by the Company or the agents, representatives or attorneys of any of the entities within the definition of Company regarding any subject matter addressed in this Release. View More

Other Terms. The Plan is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate the terms of this MHC Merger Agreement and the Conversion.

Other Terms. (a) Legal Representation; Review of Release. The Executive acknowledges that he has been advised to discuss all aspects of this Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Agreement and that he is voluntarily entering into this Agreement. (b) Binding Nature of Release. This Agreement shall be binding upon the parties and their heirs, administrators, representatives, and successors. (c) Amendment. This Agreement may be amended only u...pon a written agreement executed by both parties. (d) Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Agreement is illegal, invalid or unenforceable, the remaining provisions and terms of this Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Agreement. In the event of such severance, the remaining covenants shall be binding and enforceable. (e) Governing Law and Interpretation. This Agreement shall be deemed to be made and entered into in the Commonwealth of Massachusetts, and shall in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws provisions of Massachusetts law. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against the Company or the Executive. 3 (f) Entire Agreement; Absence of Reliance. Each party acknowledges that he or it is not relying on any promises or representations by the other party or his or its agents, representatives or attorneys regarding any subject matter addressed in this Agreement. So agreed. James DeTore Date PROTEOSTASIS THERAPEUTICS, INC. By: Name: Date Title: 4 EX-10.1 2 d227267dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CONFIDENTIAL August 4, 2016 Re: Employment Agreement Dear Jim: This letter agreement (the "Agreement") outlines the terms of your employment in your role as Chief Financial Officer of Proteostasis Therapeutics, Inc. ("Proteostasis" or the "Company"). View More

Other Terms. No act committed or action taken by any Forbearing Lender under this Agreement or the other Loan Documents will be used, construed, or deemed to hold such person to be in control of any Loan Party, or the governance, management or operations of any Loan Party for any purpose, without limitation, or to be participating in the management of any Loan Party or acting as a "responsible person" or "owner or operator" or a person in "control," "possession," "charge," "care," or "management" with respec...t to the governance, management or operation of any Loan Party or their respective businesses or property (as such terms, or any similar terms, are used in any bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, CERCLA, or any other environmental protection and safety laws, each as may be amended from time to time, or any other federal or state statute, at law, in equity or otherwise) by virtue of the interests, rights and remedies granted to or conferred upon the Forbearing Lenders under this Agreement or the other Loan Documents. View More

Other Terms. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company's policy of employment at-will, which means that you have the right to terminate your employment relationship with the Company at any time for any reason and the Company has the right to terminate its employment relationship with you at any time for any reason, with or without cause or notice. Similarly, nothing in this letter shall be construed ...as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. View More

Other Terms. Your employment with the Company will be on an "at will" basis. In other words, you or the Company may terminate your employment for any reason and at any time, with or without cause or notice. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company's policy of employment at-will as defined by applicable law. Although your job duties, title, compensation and benefits, as well as the Company's benefit ...plans and personnel policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed in an express written agreement signed by you and the Company. View More

Other Terms. Your employment with the Company will be on an "at will" basis. In other words, you or the Company may terminate your employment for any reason and at any time, with or without cause. Although your job duties, title, compensation and benefits, as well as the Company's benefit plans and personnel policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Compa...ny (other than yourself). As with all employees, our offer to you is contingent on your submission of satisfactory proof of your identity and your legal authorization to work in the United States. We are excited about the prospect of having you join the Company. We look forward to receiving a response from you within one week acknowledging, by signing below, that you have accepted this offer of employment. Very truly yours, OCEAN BIOMEDICAL, INC. By: /s/ Chirinjeev Kathuria Name: Chirinjeev Kathuria Title: Executive Chairman I have read and accept this employment offer: /s/ Chirinjeev Kathuria Signature Dated: February 22, 2021 Exhibit A Confidentiality and Proprietary Rights Agreement EX-10.6 9 d54742dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 February 22, 2021 Delivered via Email Chirinjeev Kathuria Dear Chirinjeev: On behalf of Ocean Biomedical, Inc. (the "Company"), I am pleased to offer you employment with the Company. The terms and conditions of your employment are set forth below. View More

Other Terms. The provisions of Article X of the BCA are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the Parties hereto, mutatis mutandis.