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Termination of Employment Period Clause Example with 14 Variations from Business Contracts
This page contains Termination of Employment Period 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.
Termination of Employment Period. The Employment Period shall terminate upon the occurrence of any of the following: 4.1 Termination of the Agreement Term. At the expiration of the Agreement Term, but only if appropriate notice is given pursuant to Section 1. 4.2 Termination for Cause. At the election of the Company, for "Cause," upon written notice by the Company to Executive. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon the occurrence of any of the following: (a) Executive's convict...ion or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or (b) Executive's dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material breach of his duties under this Agreement, which has not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to the Executive; provided, however, that, in lieu of such notice, the Company at its option may elect to relieve the Executive of his duties immediately and continue to pay the Executive his regular compensation and benefits during such 30-day period. 4.4 Death or Disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at the election of Executive for "Good Reason" upon written notice by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days prior written notice by him to the Company.
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Found in
IMPLANT SCIENCES CORP contract
Variations of a "Termination of Employment Period" Clause from Business Contracts
Termination of Employment Period. The Employment Period shall Executive's employment under the terms of this agreement may terminate upon the occurrence of any of the following: 4.1 Termination of the Agreement Term. At the expiration of the Agreement Term, but only if appropriate notice is given pursuant to Section 1. 4.2 5.1 Termination for Cause. At the election of the Company, for "Cause," upon written notice by the Company to Executive. For the purposes of this Agreement, Section, "Cause" for termination shall be deemed to ...exist upon the occurrence of any of the following: (a) a. Executive's conviction or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; or (b) b. Executive's dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material breach of his failure to perform her/his duties under this Agreement, Agreement which has not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he he/she shall have received written notice from the Company stating with reasonable specificity the nature of such breach; failure to perform; or (c) c. Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 3 5.2 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to the Executive; provided, however, that, in lieu of such notice, the Company at its option may elect to relieve the Executive of his duties immediately and continue to pay the Executive his regular compensation and benefits during such 30-day period. 4.4 Cause. 5.3 Death or Disability. Upon the death or disability of Executive. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability However, upon Executive's Death or Disability, all stock awards, including restricted stock and option awards, subject to this Agreement shall be made by a physician satisfactory to both Executive immediately vested as of the date of such Disability or Death, whichever is applicable, and the Company; provided, however, that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding delivered, subject to any requirements under this Agreement, to the foregoing, (i) Executive, in the event of his or her Disability, or in the event of the Executive's Death, to the beneficiary or beneficiaries designated by the Executive, or if the Executive has not so designated any beneficiary(ies), or no designated beneficiary survives the Executive, such shares shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried by the Company or by Executive; and (ii) if and only delivered to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A personal representative of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Executive's estate. 5.4 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, 6.5, at the election of Executive for "Good Reason" (as defined below), upon written notice by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 5.5 Voluntary Termination by Executive. At the election of Executive, without without. Good Reason, upon not less than 30 days prior written notice by him him/her to the Company.
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Found in
Quantum Computing Inc. contract
Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, for "Cause," upon Cause (as defined below), immediately following written notice ...by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: 3 (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence; (ii) Executive has breached or has threatened to breach his Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iii) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of any written notice from the Company of the following: (a) such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive for Good Reason. Executive may terminate the Agreement Term for Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment for Good Reason unless he first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is (i) outside a radius of fifty (50) miles from Executive's principal residence immediately prior to the date on which such change occurs, or (ii) more than fifty (50) miles from the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately and continue to pay the Executive his regular compensation and benefits during such 30-day period. this Agreement. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Executive's employment shall terminate upon the occurrence earlier to occur of any of the following: 4.1 Termination of the Agreement Term. At the expiration of the Agreement Term, but only if appropriate notice is given pursuant to Section 1. 4.2 (a) Termination for Cause. At the election of the Company, for "Cause," upon written notice by the Company to Executive. Cause. For the purposes of this Agreement, Section 4(a), "Cause" for termination shall be deemed to exist upo...n the occurrence of any of the following: (a) Executive's conviction or entry of nolo contendere to any felony or (i) a crime involving moral turpitude, fraud or embezzlement of good faith finding by the Company property; or (b) Executive's that Executive has engaged in dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material breach of his duties under this Agreement, which which, if curable, has not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such conduct; (ii) Executive's conviction or entry of nolo contendere (or international equivalent) to any felony or crime involving moral turpitude, fraud or embezzlement of Company property; (iii) Executive's material breach of this Agreement, which, if curable, has not been cured by Executive within ten (10) calendar days after Executive shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) (iv) Executive's illegal use or abuse material breach of drugs, alcohol, or other related substances that is materially injurious to any of the Company. 4.3 Voluntary terms of the covenants set forth in Section 6 below, which, if curable, has not been cured by Executive within ten (10) calendar days after Executive shall have received written notice from the Company stating with reasonable specificity the nature of such breach. (b) Termination by the Company. Company Without Cause. At the election of the Company, without Cause, at any time, upon 30 thirty (30) days prior written notice by the Company to the Executive; provided, however, that, in lieu of such notice, the Company at its option may elect to relieve the Executive of his duties immediately and continue to pay the Executive his regular compensation and benefits during such 30-day period. 4.4 Executive. 2 (c) Death or Disability. The Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 consecutive days, or 180 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, Company, provided that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Nothing in this Section 4(c) shall be construed to waive Executive's rights, if any, under existing law, including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. Notwithstanding the foregoing, (i) Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, Internal Revenue Code of 1986, as amended (the "Code"), "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at the election of Executive for "Good Reason" upon written notice by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 (d) Voluntary Termination by Executive. At the election of Executive, without Good Reason, upon not less than 30 days thirty (30) days' prior written notice by him Executive to the Company. (e) Voluntary Termination by Executive for Good Reason. At the election of Executive, for Good Reason (as defined herein), at any time upon thirty (30) days' prior written notice by Executive to the Company. As used in this Agreement, "Good Reason" means if the Company, without Executive's written consent, fails to cure any one or more of the events or circumstances listed below within twenty (20) calendar days after receiving written notice from Executive: (i) the assignment to Executive of duties materially inconsistent with those of a Chief Financial Officer or a material diminution in title or authority; (ii) any failure by the Company to pay Executive the compensation and benefits to which Executive is entitled in any material way, including any reduction in compensation including Base Salary (except as provided in this Agreement), or payments and benefits to which Executive is entitled under this Agreement; (iii) any material breach by the Company of the material terms of this Agreement; or (iv) the requirement that Executive relocate to an office location more than fifty (50) miles outside of the current Company location in Edison, New Jersey.
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Found in
POLARITYTE, INC. contract
Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, for "Cause," upon Cause (as defined below), immediately following written notice ...by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct, or gross negligence; (ii) Executive has breached or has threatened to breach his Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iii) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of any written notice from the Company of the following: (a) such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive for Good Reason. Executive may terminate the Agreement Term for Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment for Good Reason unless he first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is (i) outside a radius of fifty (50) miles from Executive's principal residence immediately prior to the date on which such change occurs, or (ii) more than fifty (50) miles from the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs. The Executive's residence for purposes of his duties immediately and continue this Section 4.3(b) shall be the residence he establishes in the New York City area prior to pay the Executive his regular compensation and benefits during such 30-day period. end of 2013 pursuant to Section 3.5 ; or 4 (c) any material breach by the Company of this Agreement. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, for "Cause," upon Cause (as defined below), immediately following written notice ...by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence in connection with the performance of his duties; (ii) Executive has committed any act of fraud or embezzlement with respect to the Company or any of its Affiliates; (iii) Executive has breached or has threatened to breach his/her Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iv) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of written notice from the following: (a) Company of such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive with Good Reason. Executive may terminate the Agreement Term with Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment with Good Reason unless Executive first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. 4 (a) the assignment to Executive of duties inconsistent in any material respect with Executive's position as Chief Financial Officer (including status, offices, titles, authority, or responsibilities) or any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is outside a radius of fifty (50) miles from (i) Executive's principal residence immediately prior to the date on which such change occurs and (ii) the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately this Agreement or any other material agreement between the Company and continue to pay the Executive his regular compensation and benefits during such 30-day period. Executive. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, the Executive may be terminated by the Company for "Cause," upon Cause (as define...d below), immediately following written notice by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based, except that for reason 4.2(a)(iv) below, termination may not occur prior to the expiration of the thirty (30) day period to cure. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence in connection with the performance of her duties; (ii) Executive has committed any act of fraud or embezzlement with respect to the Company or any of its affiliates; (iii) Executive has breached or has threatened to breach her Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iv) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after her receipt of written notice from the following: (a) Company of such breach; or 3 (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive with Good Reason. Executive may terminate the Agreement Term with Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated her employment with Good Reason unless Executive first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends her employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) the assignment to Executive of duties inconsistent in any material respect with Executive's position as Senior Vice President, Medical Affairs (including status, offices, titles, authority, or responsibilities) or any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs her principal duties for the Company to relieve a different location that is outside a radius of fifty (50) miles from (i) Executive's principal residence immediately prior to the date on which such change occurs and (ii) the location at which Executive performed her principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately this Agreement or any other material agreement between the Company and continue to pay the Executive his regular compensation and benefits during such 30-day period. Executive. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, the Executive may be terminated by the Company for "Cause," upon Cause (as define...d below), immediately following written notice by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence in connection with the performance of his duties; (ii) Executive has committed any act of fraud or embezzlement with respect to the Company or any of its Affiliates; (iii) Executive has breached or has threatened to breach his/her Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iv) Executive has materially breached this Agreement or any other written agreement between Executive and the following: (a) Company, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of written notice from the Company of such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive with Good Reason. Executive may terminate the Agreement Term with Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment with Good Reason unless Executive first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) the assignment to Executive of duties inconsistent in any material respect with Executive's position as Executive Vice President of Research & Development (including status, offices, titles, authority, or responsibilities) or any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; 4 (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is outside a radius of fifty (50) miles from (i) Executive's principal residence immediately prior to the date on which such change occurs and (ii) the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately this Agreement or any other material agreement between the Company and continue to pay the Executive his regular compensation and benefits during such 30-day period. Executive. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 3 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, for "Cause," upon Cause (as defined below), immediately following written notic...e by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct, or gross negligence; (ii) Executive has breached or has threatened to breach his Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iii) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of any written notice from the Company of the following: (a) such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement of Company property; embezzlement, or (b) Executive's dishonesty, gross negligence or gross misconduct that is materially injurious to the Company or material breach of his duties under this Agreement, which has not been cured by any felony. 4.3 Termination By Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. for Good Reason. At the election of Executive, for Good Reason. For purposes of this Agreement, "Good Reason" means the Company, occurrence, without Cause, upon 30 Executive's written consent, of either of the events or circumstances set forth in clauses (a) or (b) below. In addition, notwithstanding the occurrence of either of the events enumerated in clause (a) or (b), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days prior after the Company's receipt of written notice from Executive of the occurrence or existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment for Good Reason unless he first delivers a written notice of termination to the Company identifying in reasonable detail the acts or omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of this Agreement relied upon, such acts or omissions are not cured by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is (i) outside a radius of fifty (50) miles from Executive's principal residence immediately prior to the date on which such change occurs, or (ii) more than fifty (50) miles from the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs. The Executive's residence for purposes of his duties immediately and continue this Section 4.3(b) shall be the residence he establishes in the New York City area prior to pay the Executive his regular compensation and benefits during such 30-day period. end of 2013 pursuant to Section 3.5 ; or (c) any material breach by the Company of this Agreement. 4 4.4 Death or Disability. Immediately upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, the Executive may be terminated by the Company for "Cause," upon Cause (as define...d below), immediately following written notice by the Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence in connection with the performance of their duties; (ii) Executive has committed any act of fraud or embezzlement with respect to the Company or any of its Affiliates (iii) Executive has breached or has threatened to breach his Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iv) Executive has materially breached this Agreement, or any other written agreement between Executive and the following: (a) Company, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of written notice from the Company of such breach; or 3 (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive for Good Reason. Executive may terminate the Agreement Term for Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment for Good Reason unless he first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is (i) outside a radius of fifty (50) miles from Executive's principal residence immediately prior to the date on which such change occurs, or (ii) more than fifty (50) miles from the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately this Agreement or any other material agreement between the Company and continue to pay the Executive his regular compensation and benefits during such 30-day period. Executive. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days thirty (30) days' prior written notice by him to the Company. other party.
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Termination of Employment Period. The Employment Period Agreement Term shall terminate upon the occurrence of any of the following: 4.1 Termination Expiration of the Agreement Term. At This Agreement shall expire at the expiration end of the Agreement Term, but only if appropriate Term; provided, that notice is given pursuant to in accordance with Section 1 of this Agreement. 4.2 Termination by the Company for Cause. At the election of the Company, the Executive may be terminated by the Company for "Cause," upon Cause (as define...d below), immediately following written notice by the 3 Company to Executive. Executive, which notice shall identify in reasonable detail the Cause upon which termination is based, except that for reason 4.2(a)(iv) below, termination may not occur prior to the expiration of the thirty (30) day period to cure. For the purposes of this Agreement, "Cause" for termination shall be deemed to exist upon upon: (a) a good faith finding by the occurrence Company that (i) Executive has engaged in material dishonesty, willful misconduct or gross negligence in connection with the performance of his duties; (ii) Executive has committed any act of fraud or embezzlement with respect to the Company or any of its affiliates; (iii) Executive has breached or has threatened to breach his/her Invention, Non-Disclosure, and Non-Solicitation Agreement (the "NDA"); or (iv) Executive has materially breached this Agreement, and Executive has failed to cure such conduct or breach within thirty (30) days after his receipt of written notice from the following: (a) Company of such breach; or (b) Executive's conviction conviction, guilty plea, or entry of nolo contendere to any felony or a crime involving moral turpitude, fraud or embezzlement embezzlement, or any felony. 4.3 Termination By Executive with Good Reason. Executive may terminate the Agreement Term with Good Reason. For purposes of Company property; this Agreement, "Good Reason" means the occurrence, without Executive's written consent, of any of the events or (b) Executive's dishonesty, gross negligence circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company's receipt of written notice from Executive of the occurrence or gross misconduct that is materially injurious existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment with Good Reason unless Executive first delivers a written notice of termination to the Company identifying in reasonable detail the acts or material breach omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of his duties under this Agreement, which has Agreement relied upon, such acts or omissions are not been cured by Executive within 10 days (or longer period as is reasonably required to cure such breach, negligence or misconduct) after he shall have received written notice from the Company stating with reasonable specificity the nature of such breach; or (c) Executive's illegal use or abuse of drugs, alcohol, or other related substances that is materially injurious to the Company. 4.3 Voluntary Termination by the Company. At the election of the Company, without Cause, upon 30 days prior written notice by the Company to within thirty (30) days of the Executive; provided, however, that, in lieu receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company's failure to cure. (a) the assignment to Executive of duties inconsistent in any material respect with Executive's position as General Counsel (including status, offices, titles, authority, or responsibilities) or any other action or omission by the Company which results in a material diminution in Executive's position, status, offices, titles, authority, responsibilities, or reporting requirements; (b) a change by the Company in the location at its option may elect which Executive performs his principal duties for the Company to relieve a different location that is outside a radius of fifty (50) miles from (i) Executive's principal residence immediately prior to the date on which such change occurs and (ii) the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or (c) any material breach by the Company of his duties immediately this Agreement or any other material agreement between the Company and continue to pay the Executive his regular compensation and benefits during such 30-day period. Executive. 4.4 Death or Disability. This Agreement shall terminate upon Executive's death or disability. As used in this Agreement, the determination of "disability" shall occur when Executive, due to a physical or mental disability, for a period of 90 { 3 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, however, that that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties. Notwithstanding the foregoing, (i) 4.5 Termination by Executive shall be deemed to have a "disability" if Executive receives any benefits under any long-term disability insurance policy, whether such policy is carried Without Good Reason or Termination by the Company or by Executive; and (ii) if and only to the extent that Executive's disability is a trigger for the payment of deferred compensation, as defined in Section 409A of the Code, "disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code. 4.5 Termination for Good Reason. Subject to the notice and cure periods set forth in Section 5.5, at Without Cause. At the election of Executive for "Good Reason" upon written notice without Good Reason or by the Executive to the Company. For the purposes of this Agreement, "Good Reason" for termination shall be deemed to exist upon the occurrence of any of the following, Company without Executive's written consent: (a) a "material diminution" (as such term is used in Section 409A of the Code) of the duties assigned to Executive; (b) a material reduction in Base Salary or other benefits (other than a reduction or change in benefits generally applicable to all executive employees of the Company); or (c) relocation of Executive to an office more than 50 miles outside the Company's current location in the greater Boston area. Notwithstanding the occurrence of any of the events enumerated in this Section 4.5, no event or condition shall be deemed to constitute Good Reason unless (i) Executive reports the event or condition which the Executive believes to be Good Reason to the Board, in writing, within 45 days of such event or condition occurring and (ii) within 30 days after the Executive provides such written notice of Good Reason, the Company has failed to fully correct such Good Reason and to make the Executive whole for any such losses. 4.6 Voluntary Termination by Executive. At the election of Executive, without Good Reason, Cause, upon not less than 30 days 4 thirty (30) days' prior written notice by him to the Company. other party.
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