Resignation Clause Example with 13 Variations from Business Contracts
This page contains Resignation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Resignation. The termination of the Executive's employment for any reason will also constitute, without any further required action by the Executive, the Executive's voluntary resignation from all officer and/or director positions held at any member of the Company Group, and at the Board's request, the Executive will execute any documents reasonably necessary to reflect the resignations. 11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any pa...yment contemplated by this Agreement, nor will any payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter of this Agreement, including, for the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. (e) Choice of Law. This Agreement will be governed by the laws of the State of California without regard to California's conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. (h) Withholding. All payments and benefits under this Agreement will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.View More
Variations of a "Resignation" Clause from Business Contracts
Resignation. The Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive's employment for any reason will also constitute, without any further required action by the Executive, the Executive's voluntary resignation from all officer and/or director positions held at any member of the Company Group, and at the Board's request, the reason. Executive ...will shall execute any documents reasonably necessary in reasonable form as may be requested to reflect the confirm or effectuate any such resignations. 11. 5 8. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). source. (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to severance benefits upon termination of Executive's employment for any reason and supersedes the Confidentiality Agreement constitutes the entire agreement of the parties thereto with respect to the subject matter thereof. This Agreement supersedes, replaces in their entirety all and terminates, in particular, the Change of Control and Severance Agreement dated December 18, 2019 and any prior representations, understandings, undertakings or agreements (whether between the Company and Executive, whether written or oral or written and whether expressed or implied) implied, that provided any benefits to Executive upon termination of Executive's employment for any reason. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties with respect hereto and which specifically mention this Agreement. (e) Clawback Provisions. Notwithstanding any other provision in this Agreement to the subject matter of contrary, Executive agrees that incentive-based compensation or other amounts paid to Executive pursuant to this Agreement, including, for the avoidance of doubt, Agreement or any other employment letter agreement or agreement, severance arrangement with Company will be subject to clawback under any Company or its parent company clawback policy that is applicable to all senior executives of Company or program, its parent company (including any such policy adopted by Company pursuant to applicable law, government regulation or equity award agreement. (e) Choice of stock exchange listing requirement). (f) Governing Law. This Agreement will shall be governed by and interpreted in accordance with the laws of the State Federal Republic of California without regard to California's conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. Germany. (g) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding income, employment and other taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Executive's resignation.11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. source.(b) Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) time.(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement Agreement, along with the Confidentiality Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, during the term of this Agreement. For avoidance of doubt, this Agreement is intended to supersede all severance or termination payment or benefit provisions of the Employment Agreement during the term of this Agreement, including, but the Employment Agreement will continue in full force and effect independent of this Agreement, except as expressly provided herein. To the extent its terms otherwise apply, the Employment Agreement will survive following termination of this Agreement due to non-renewal of this Agreement, but in no event will Executive receive severance under the Employment Agreement for a termination of employment that occurs while this Agreement is in effect. No waiver, alteration, or modification of any of the avoidance provisions of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. (e) Choice of Law. This [FOR MA RESIDENTS:] [This Agreement will shall be governed by the laws internal substantive laws, but not the choice of law rules, of the State Commonwealth of California without regard Massachusetts, and the Company and the Executive each consent to California's conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue in the Commonwealth of Massachusetts.] [FOR CA RESIDENTS:] [This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the state State of California, and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan the Executive each consent to personal and exclusive jurisdiction and venue in the State of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) California.]. (f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) effect.(g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) taxes.(h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Executive's resignation.11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. source.(b) Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) time.(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement constitutes and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes thereof. This Agreement supersedes, replaces in their entirety all and terminates any prior representations, understandings, undertakings or agreements (whether between the Company and the Executive, whether written or oral or written and whether expressed or implied) implied, that provided any benefits to Executive upon termination of Executive's employment for any reason. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties with respect to the subject matter of hereto and which specifically mention this Agreement, including, for Agreement. For the avoidance of doubt, it is the intention of the parties that the provisions of this Agreement providing for acceleration or other modification of the vesting provisions of equity awards are intended to supersede the vesting provisions of any other employment letter or agreement, severance policy or program, or equity award agreement. awards that may outstanding during the term of this Agreement. 11 (e) Choice of Governing Law. This If Executive is resident in California, this Agreement will shall be governed by the laws internal substantive laws, but not the choice of law rules, of the State of California without regard California, and the Company and the Executive each consent to California's conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue in the State of California. If Executive is resident in any state or other jurisdiction other than California, this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the state Commonwealth of Massachusetts, and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan the Executive each consent to personal and exclusive jurisdiction and venue in the Commonwealth of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Massachusetts.(f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) effect.(g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) taxes.(h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Miscellaneous Executive's resignation.11.Miscellaneous Provisions. (a) No (a)No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. source.(b)Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. time.(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire (d)Entire Agreement. This Agreement Agreement, along with the Confidentiality Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, during the term of this Agreement. [For avoidance of doubt, this Agreement is intended to supersede the severance provisions of the Employment Agreement during the term of this Agreement, including, for but the avoidance Employment Agreement will continue in full force and effect independent of doubt, this Agreement, except as expressly provided herein. To the extent its terms otherwise apply, the Employment Agreement will survive following termination of this Agreement due to non-renewal, but in no event will Executive receive severance under both agreements.] No waiver, alteration, or modification of any other employment letter or agreement, severance policy or program, or equity award agreement. (e) Choice of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. (e)Choice of Law. This The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State Commonwealth of California without regard to California's conflicts Massachusetts (with the exception of law rules that may result in the application its conflict of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. provisions). (f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) Withholding. effect.(g)Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) Counterparts. taxes.(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Miscellaneous Executive's resignation.11.Miscellaneous Provisions. (a) No (a)No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. source.(b)Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. time.(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire (d)Entire Agreement. This Agreement constitutes and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes thereof. This Agreement supersedes, replaces in their entirety all and terminates any prior representations, understandings, undertakings or agreements (whether between the Company and the Executive, whether written or oral or written and whether expressed or implied) implied, that provided any benefits to Executive upon termination of Executive's employment for any reason. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties with respect to the subject matter of hereto and which specifically mention this Agreement, including, for Agreement. For the avoidance of doubt, it is the intention of the parties that the provisions of this Agreement providing for acceleration or other modification of the vesting provisions of equity awards are intended to supersede the vesting provisions of any other employment letter or agreement, severance policy or program, or equity award agreement. (e) Choice awards that may outstanding during the term of this Agreement. (e)Governing Law. This If Executive is resident in California, this Agreement will shall be governed by the laws internal substantive laws, but not the choice of law rules, of the State of California without regard California, and the Company and the Executive each consent to California's conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue in the State of California. If Executive is resident in any state or other jurisdiction other than California, this Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the state Commonwealth of Massachusetts, and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan the Executive each consent to personal and exclusive jurisdiction and venue in the Commonwealth of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. Massachusetts.(f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) Withholding. effect.(g)Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) Counterparts. taxes.(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Miscellaneous Executive's resignation.11.Miscellaneous Provisions. (a) No (a)No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, Agreement (whether by seeking new employment or in any other manner), nor will shall any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. source.(b)Waiver. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. time.(c)Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire 9 (d)Entire Agreement. This Agreement Agreement, along with the Confidentiality Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, during the term of this Agreement, including, for Agreement. No waiver, alteration, or modification of any of the avoidance provisions of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. (e) Choice this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement. (e)Choice of Law. This The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State Commonwealth of California without regard to California's conflicts Massachusetts (with the exception of law rules that may result in the application its conflict of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. provisions). (f)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) Withholding. effect.(g)Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) Counterparts. taxes.(h)Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect Executive's resignation.10. Arbitration. If an agreement by and between the resignations. 11. Company and Executive to arbitrate employment claims exists as of the Effective Date (the "Dispute Resolution Agreement"), any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement will be settled by arbitration pursuant to the arbitration provisions set forth in the Dispute Resolution Agreement, which agreement is incorporated herein by reference.11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. source.(b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than the Executive) and by the Executive. Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) time.(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement and the Dispute Resolution Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any rights to severance and/or change of control benefits set forth in [the Prior Agreement,] any severance plan or policy, or pursuant to other written agreements with the Company. No waiver, alteration, or modification of any of the provisions of this Agreement, including, for Agreement will be binding unless in writing and signed by duly authorized representatives of the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. parties hereto and which specifically mention this Agreement. (e) Choice of Law. This The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California without regard (with the exception of its conflict of laws provisions). Subject to California's conflicts the terms of law rules that may result the Dispute Resolution Agreement, any claims or legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained in any state or federal court located in the application of jurisdiction where Executive resides, and Executive and the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, Employee Company hereby expressly consents submit to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. such court. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) effect.(g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) taxes.(h) Counterparts. This Agreement may be executed manually or electronically in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Executive's resignation.11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. source.(b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than the Executive) and by the Executive. Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) time.(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. -9- (d) Entire Agreement. This Agreement, together with the Protection Agreement and the Non-Compete Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any rights to any severance and/or change in control benefits set forth in Executive's original offer letter, any prior severance agreement, [including Executive's Change in Control and Severance Agreement with the Company dated [ ],] and/or any accelerated vesting terms set forth in an individual Equity Award agreement. No waiver, alteration, or modification of any of the provisions of this Agreement, including, for Agreement will be binding unless it is in a writing that specifically mentions this Agreement and that is signed by Executive and by an authorized officer of the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. Company (other than Executive). (e) Choice of Law. This Law; Venue. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California without regard to California's conflicts New York (with the exception of law rules that may result in its conflict of laws provisions). Any claims or legal actions by one party against the application other arising out of the laws of any jurisdiction other than California. To relationship between the extent that any lawsuit is permitted parties contemplated herein (whether or not arising under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the Agreement) will be commenced or maintained in any state and or federal courts court located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) New York County.(f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) effect.(g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) taxes.(h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Executive's resignation.11. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). (b) Waiver; Amendment. source.(b) Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than the Executive) and by the Executive. Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. -9- (c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement, together with the Protection Agreement and the Non-Compete Agreement, constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any rights to any severance and/or change in control benefits set forth in Executive's original offer letter, any prior severance agreement, including Executive's Change in Control and Severance Agreement with the Company dated [ ], and/or any accelerated vesting terms set forth in an individual Equity Award agreement. No waiver, alteration, or modification of any of the provisions of this Agreement, including, for Agreement will be binding unless it is in a writing that specifically mentions this Agreement and that is signed by Executive and by an authorized officer of the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. Company (other than Executive). (e) Choice of Law. This Law; Venue. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California without regard to California's conflicts New York (with the exception of law rules that may result in its conflict of laws provisions). Any claims or legal actions by one party against the application other arising out of the laws of any jurisdiction other than California. To relationship between the extent that any lawsuit is permitted parties contemplated herein (whether or not arising under this Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the Agreement) will be commenced or maintained in any state and or federal courts court located in California for any lawsuit filed against the Executive by the Company. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) New York County.(f) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) effect.(g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits income, employment and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) taxes.(h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
Resignation. The Upon the termination of the Executive's employment for any reason reason, Executive will also constitute, without any further required action by the Executive, the Executive's voluntary resignation be deemed to have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any member further required action by Executive, as of the Company Group, end of Executive's employment and Executive, at the Board's request, the Executive will execut...e any documents reasonably necessary to reflect the resignations. 11. Executive's resignation. 10. Miscellaneous Provisions. (a) No Duty to Mitigate. The Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that the Executive may receive from any other source except as specified in Section 3(e). source. (b) Waiver; Amendment. Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than the Executive) and by the Executive. Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement. (d) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties parties, including but not limited to the Offer Letter entered into between you and the Company dated [DATE], and any accelerated vesting and post-termination exercisability provisions set forth in your equity award agreements (to the extent modified by this Agreement), in each case with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement, including, for Agreement will be binding unless in writing and signed by duly authorized representatives of the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement. parties hereto and which specifically mention this Agreement. (e) Choice of Law. This The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California without regard to California's conflicts (with the exception of law rules that may result in its conflict of laws provisions). Any claims or legal actions by one party against the application other arising out of the laws of any jurisdiction other than California. To relationship between the extent that any lawsuit is permitted parties contemplated herein (whether or not arising under this Agreement, Employee Agreement) will be commenced or maintained in any state or federal court located in Santa Clara County, California, and Executive and the Company hereby expressly consents submit to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company. such court. (f) Arbitration. Any and all controversies, claims, or disputes with anyone under this Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive's employment with the Company Group, shall be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (g) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, hereof, which will remain in full force and effect. (h) (g) Withholding. All payments and benefits under made pursuant to this Agreement will be paid less subject to withholding of applicable withholding income, employment and other taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits and make any other required payroll deductions. No member of the Company Group will pay the Executive's taxes arising from or relating to any payments or benefits under this Agreement. (i) (h) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. View More
