Separation from Employment Contract Clauses (140)

Separation from Employment. Effective December 31, 2019 (the "Separation Date"), Executive's employment with the Company shall cease, in accordance with Section 4.1 of the Employment Agreement (as defined below), based upon the mutual agreement of the parties hereto, and he shall, as of the Separation Date, relinquish all positions, offices, and authority with the Company and any Company subsidiaries and affiliates. On or before the Separation Date, Executive shall submit a letter of resignation from the Company's Board of... Directors (the "Board"). Executive acknowledges and agrees, except for the payments and benefits described hereunder, Executive has no rights to any other wages and other compensation or remuneration of any kind due or owed from the Company, including, but not limited, to all wages, reimbursements, bonuses, advances, vacation pay (with the exception of any accrued but unused vacation time from 2019 which shall be paid to Executive), severance pay, vested or unvested equity or stock options, awards, and any other incentive-based compensation or benefits to which Executive was or may become entitled or eligible. Notwithstanding the foregoing, Executive shall be reimbursed for any expenses reasonably incurred by Executive at any time prior to the Separation Date in accordance with the Company's applicable reimbursement policies and procedures, submitted for reimbursement on or before the expiration of thirty (30) days following the Separation Date. View More

Separation from Employment. You have resigned from your position as president, ServiceMaster Brands, effective May 24, 2019 ("Separation Date"), and will no longer hold any other officer or director position with ServiceMaster or any of its subsidiaries or affiliated entities. You will continue to be paid your current base salary and benefits through your Separation Date in accordance with ServiceMaster's normal payroll practices.

Separation from Employment. Effective May 7, 2018 (the "Separation Date"), Employee ceases his employment with Alliqua and relinquishes all positions, offices, and authority with Alliqua. Employee acknowledges and agrees, except for the payments described hereunder, Employee has no rights to any other wages and other compensation or remuneration of any kind due or owed from Alliqua, including, but not limited, to all wages, reimbursements, bonuses, advances, vacation pay, severance pay, vested or unvested equity or stock o...ptions, awards, and any other incentive-based compensation or benefits to which Employee was or may become entitled or eligible. View More

Separation from Employment. The Employee agrees and confirms that his employment and all of his positions, titles and offices with the Company (and, if and as applicable, any and all of its subsidiaries, affiliates and related entities) shall end effective at the close of business on the earlier of (a) June 30, 2019 and (b) the date that is five calendar days after the Company notifies the Employee in writing of its decision to separate his employment (the "Separation Date"). The Employee agrees that the termination of his... employment as contemplated under this Agreement shall be treated as a voluntary resignation without Good Reason for all purposes including, without limitation, for purposes of all compensation and benefits. View More

Separation from Employment. Executive's employment with the Company ended as of the Separation Date. As of the Separation Date, Executive was no longer employed by the Company or any other Released Party (as defined below). As of the Separation Date, Executive is deemed to have automatically resigned (a) as an officer of the Company and each of its Affiliates (as defined in the Severance Agreement), as applicable, and (b) from the board of managers, board of directors, or similar governing body of each of the Company's Aff...iliates (as applicable) and any other corporation, limited liability company, or other entity in which the Company or any of its Affiliates holds an equity interest or with respect to which board (or similar governing body) Executive serves as the designee or other representative of the Company or any of its Affiliates. View More

Separation from Employment. Your separation from employment shall be effective as of the close of business May 8, 2020 (your "Separation Date"), and you shall have relinquished as of that date any and all positions that you have held with the Company and any of its subsidiaries. You shall not be considered an employee of the Company for any purpose after that date.

Separation from Employment. For the mutual benefit of Employee and the Company, the parties have agreed that Employee shall transition his Chief Operating Officer position and responsibilities with the Company and shall provide the transition services set forth in Section 5 herein through and including October 31, 2020 or such earlier date as set forth herein (the "Separation Date"). Upon the Separation Date, Employee's employment with the Company shall cease, and he shall relinquish all positions, offices, and authority w...ith the Company and any affiliates. Employee acknowledges and agrees that, except for the payments described hereunder, Employee has no rights to any other wages and other compensation or remuneration of any kind due or owed from the Company, including, but not limited, to all wages, reimbursements, bonuses, advances, vacation pay, severance pay, vested or unvested equity or stock options, awards, retention, change in control, sale bonus, or other transaction-based payments, and any other incentive-based compensation or benefits to which Employee was or may become entitled or eligible. View More

Separation from Employment. By entering into this Separation Agreement, the Executive acknowledges and agrees that his employment with the Company has been permanently and irrevocably severed. The Executive agrees that the Company shall not have any obligation at any time in the future to reemploy him, or enter into any other business arrangement of any kind with him. The Executive further agrees that if he does seek reemployment or any other business arrangement with the Company under which he would receive compensation f...or services performed by him, a rejection by the Company of his application or inquiry will not constitute a violation of this Separation Agreement or a violation of law in any manner whatsoever. 5 10. Company Property and Information. The Executive agrees to return to the Company, on or before September 8, 2021, any computer equipment, office keys, credit and telephone cards, ID and access cards, etc., and any and all original and duplicate copies of the Executive's work product and of files, calendars, books, employee handbooks, records, notes, notebooks, manuals, storage drives, and any other materials the Executive has in his possession or under his control belonging to the Company, or containing confidential or proprietary information concerning the Company, (including Confidential Information, as that phrase is defined in Section 11 below) in his custody or possession ("Company Property"), regardless of the format, medium or location in which such information is stored, maintained or accessed. The Executive agrees and represents that, as September 8, 2021 (i) the Executive shall have returned to the Company all Company Property (including without limitation any and all emails and attachments that the Executive emailed to his personal email account from his email account with the Company); (ii) the Executive will have not made or taken copies of such Company Property (including without limitation any and all emails and attachments that the Executive emailed to his personal email account from the Executive's Company email account); and (iii) the Executive will have completely removed all electronically stored Company Property from all storage media in his possession, custody or control, including, without limitation, from his home computer system(s), personal email account(s), and any external disk(s), flash drive(s), cloud storage services, or any other format or medium in which information can be stored, maintained or accessed. By signing this Separation Agreement, the Executive expressly agrees that the Company shall have the right, on demand, to verify through an independent third-party forensic examiner that the Executive has not retained Company Property in any form or manner whatsoever, including without limitation in or on any electronic device, phone, PDA, computer, e-mail account, hard drive or cloud storage system, whether or not personal in nature; provided, however, that such third-party forensic examiner will conduct any examination in a manner designed to protect purely personal information or data from disclosure to the Company as a result of the examination. The Executive further agrees that the Company shall in addition to any other legal remedies available to it, be entitled to (a) equitable relief, including, without limitation, specific performance, a temporary restraining order(s), and temporary or permanent injunctive relief and (b) liquidated damages in an amount equal to the Separation Payment, to enforce the provisions of this section. View More

Separation from Employment. Effective at such point as Employee's services are no longer required (the "Separation Date"), Employee's employment with the Company shall cease and he shall relinquish all offices, similar positions, and any authority with the Company and any affiliates of the Company. Employee acknowledges and agrees, except for the payments described hereunder, Employee has no rights to any other wages and other compensation or remuneration of any kind due or owed from the Company, including, but not limited..., to all wages, reimbursements, bonuses, advances, severance pay, vested or unvested equity or stock options, awards, carried interest, and any other incentive-based compensation or benefits to which Employee was or may become entitled or eligible. Notwithstanding the foregoing, Employee shall be reimbursed for any expenses reasonably incurred by Employee at any time prior to (and shall only be reimbursed for expenses incurred prior to) the Separation Date pursuant to applicable Company reimbursement policies and procedures. View More

Separation from Employment. Your employment as the Company's [_____] Officer, as well as your employment and all other positions you currently hold or held with the Company or any of its affiliates (including, without limitation, as a director, employee, officer or manager) terminate on the Separation Date. All benefits and perquisites of employment are ceased as of the Separation Date, except that you will receive, to the extent not already paid to you, the Accrued Benefits (as defined in your employment agreement with th...e Company, dated as of [_____] (as amended and/or restated from time to time, the "Employment Agreement")). All payments due to you from the Company or any of its affiliates from and after the date of this Agreement will be determined under the applicable provisions of this Agreement. You and the Company agree that you are not entitled to any further compensation or benefits from the Company or any of its affiliates other than (i) the Accrued Benefits, (ii) if applicable, the Separation Benefits (as defined below), and (iii) without duplication of any Accrued Benefits or Separation Benefits, the following: a. You will retain any vested balance in your Diffusion 401(k) account; b. You will be entitled to retain all Diffusion purchased computer and electronic equipment in your possession, provided that you must allow the Company the ability to remove/disconnect your access to Diffusion's systems and technology infrastructure; and c. Diffusion will not oppose any application for unemployment compensation you may make, if any 2. Separation Benefits. Subject to your execution and non-revocation of this Agreement and your compliance with the terms of this Agreement and the terms of the Employment Agreement that survive the Separation Date as described below in Section 5(a), the Company will pay or provide you with the following payments and benefits, less applicable taxes and withholdings (collectively, such payments and benefits, the "Separation Benefits"): a. An amount equal to $[_____], representing nine months of your current base salary, to be paid as a lump-sum on the first Company payroll date after the Effective Date (as defined below); b. An amount equal to $[_____], representing your target annual bonus for the 2023 calendar year multiplied by a fraction (A) the numerator of which is 60 (i.e., the number of days during calendar year 2023 on which you served as the Company's [_____], and (B) the denominator of which is 365, to be paid in cash as a lump-sum on the first Company payroll date after the Effective Date (as defined below); c. In lieu of the COBRA Benefit (as defined in your Employment Agreement), an amount equal to $[_____], representing potential future premium payments for continued coverage in Diffusion's group health plans pursuant to Virginia Code §38.2-3541 (the "Virginia Mini-COBRA Law"), to be paid in cash as a lump-sum on the first Company payroll date after the Effective Date (as defined below); d. You will retain all options to purchase shares of Diffusion common stock granted to you under Diffusion's equity incentive plans that have vested as of the Separation Date, which, in accordance with the terms of your previously granted option award agreements, will remain exercisable for a period of three (3) months after the Separation Date. View More