Termination Contract Clauses (20,323)

Termination. 5.2 Termination by Executive for Other Than Good Reason. 5.3 Termination by the Company for Cause. 5.4 Termination by the Company Other Than for Death, Disability or Cause or by Executive for Good Reason. 5.5 Termination by Mutual Consent. 5.6 Payment of Severance. 5.7 Release of Claims; Offsets. 5.8 Cooperation with Company after Termination of Employment.

Termination. (a) This Agreement and Executive's employment relationship with CKX may be terminated by Executive or CKX without Cause and without Good Reason at any time, and for any reason not prohibited by law, by providing thirty (30) days written notice to the other Party. (b) This Agreement shall automatically terminate on the death of Executive. CKX may terminate this Agreement upon Executive's Disability for a period of more than ninety (90) consecutive days or one hundred twenty (120) days within any ...twelve (12)-month period; provided, however, that such termination shall not prejudice Executive's right to any continuing insurance benefits for which Executive is otherwise eligible, including disability benefits, if any. For purposes of this Agreement, "Disability" shall mean the inability, whether mental or physical, of the Executive to perform his normal job functions, as determined by a medical physician reasonably acceptable to CKX and to Executive or his personal representative in the case of incapacitation. (c) CKX may terminate Executive's employment under this Agreement for "Cause" which shall mean the occurrence of any of the following conduct: (i) Executive's conviction of felonious or other criminal conduct deemed injurious to the operations, reputation, property, or business interests of CKX; (ii) Executive's knowing engagement in any acts, or knowing failure to act, causing material harm to the operations, reputation, property, or business interests of CKX; (iii) Executive's misappropriation of funds or property of CKX; (iv) Executive's engaging in fraudulent conduct or making misrepresentations of material fact or omissions of material fact necessary to make statements made by Executive not misleading, in each case related to the business of CKX; or (v) Executive's material breach of this Agreement, following which, if such breach can be cured, Executive fails to complete such cure within thirty (30) days after his receipt of written notice of the breach. (d) Executive may terminate his employment under this Agreement for "Good Reason" provided that Executive has provided CKX with notice of the condition claimed to constitute Good Reason within thirty (30) days of the initial existence of such condition, and, provided further, that CKX shall then have thirty (30) days to cure such condition. Executive's termination shall only be deemed to be for Good Reason if CKX has failed to cure the condition during the thirty (30) day cure period, and Executive thereafter resigns within thirty (30) days of the end of such cure period. The following shall constitute "Good Reason": (i) a reduction in Executive's compensation granted pursuant to Section 3, above, and Exhibit A, other than pursuant to a written compensation recoupment policy; (ii) a material diminution of Executive's title, authority, duties, or responsibilities; or (iii) a material breach by CKX of this Agreement. 2 6. EFFECT OF TERMINATION. (a) In the event that CKX terminates Executive's employment without Cause, or that Executive terminates his employment with Good Reason, during the Term, (i) a pro rata amount of Executive's unvested Time Vested Stock Awards shall vest according to the number of months of the vesting period that have elapsed as of the date of termination, plus six months, and any remaining unvested Time Vested Stock Awards shall be forfeited and (ii) Executive's unvested Performance Stock Awards shall be forfeited. (b) In the event that Executive's employment is terminated with Cause by CKX or Executive voluntarily resigns his employment with CKX without Good Reason, Executive shall not be entitled to any further compensation or vesting of Executive's Stock Awards and all of Executive's Stock Awards that have not vested as of the date of termination shall be forfeited. (c) In the event this Agreement is terminated based upon Executive's death or Disability, Executive or Executive's beneficiaries shall be entitled only to vesting of Stock Awards to the same extent provided in Section 6(a) of this Agreement in the case of termination without Cause or resignation with Good Reason, plus reimbursement for any approved expenses incurred but unpaid. View More

Termination. (a) At-Will. The Executive's employment hereunder is at-will and may be terminated by the Executive or the Company at any time and for any reason. (b) Accrued Compensation. In connection with the termination of Executive's employment for any reason, the Company shall pay the Executive any Base Salary earned through the last day of the Executive's employment with the Company (such date, the "Termination Date"), any unpaid expense reimbursements (subject to Section 2(c)) and any unused vacation th...at accrued through the Termination Date (if the Company's policy on the date of the Executive's termination provides for accrual of vacation), in each case on or before the time required by law. (c) Severance. Under certain circumstances, the Executive shall be eligible for severance compensation as set forth in, and subject to, the Codiak Biosciences, Inc. Executive Severance Plan, which is attached hereto as Exhibit B (the "Severance Plan"). By signing this Agreement, you are agreeing to the terms and conditions of the Severance Plan. (d) Notice of Termination. Except for termination by reason of death, any termination of the Executive's employment by the Company or any such termination by the Executive shall be communicated by written notice of termination to the other party. Codiak BioSciences, Inc. – 35 Cambridge Park Drive, Suite 500, Cambridge, MA 02140 www.codiakbio.com 2 (e) Automatic Resignation of Other Positions. The termination of Executive's employment with the Company for any reason shall automatically be deemed a resignation by the Executive of any other position held by the Executive with the Company or any affiliate of the Company, whether as an officer, director, fiduciary or otherwise. View More

Termination. This Agreement shall be for at-will employment and shall continue until one of the parties hereto notifies the other of its intent to terminate this Agreement at a date more than thirty days from the date of the notice. Upon the termination of Executive's engagement hereunder, Company shall have no further liability hereunder, except to pay Executive all Compensation earned by Executive as of the date of termination and as set forth in Section 6.3 below. 6.1 Executive's engagement and rights her...eunder may be terminated by Company or Executive, as the case may be, immediately upon a breach of this Agreement that, if possible to be cured, has gone uncured for at least 30 days following written notice thereof. 6.2 Upon termination, Executive shall: (i) Deliver to Company all documents, data, records, and all other materials which are provided by Company to Executive, including any Confidential Information; (ii) Take all such reasonable actions as shall be requested in writing from time to time by Company consistent with the foregoing and for the orderly transition of the services provided by Executive to either Company or to a new employee, in the discretion of Company. 6.3. Upon termination by Company without cause the Incentive Bonus and all unearned Restricted Stock Grants for the year in which termination occurs shall be deemed to have been earned and vested immediately before such termination. This Section 6 shall survive the termination of this Agreement and Executive's engagement hereunder. View More

Termination. (a) Upon the termination of your employment with the Company at any time for any reason, you will be paid your salary through your termination date and any other benefits or payments, including any accrued and unused vacation, which must be provided to you under applicable law. (b) If you are subject to an Involuntary Termination at any time other than upon or within 12 months following a Corporate Transaction, then subject to Section 9, you will be entitled to receive the following benefits (co...llectively, the "Severance"): i. the value of all accrued and vested payments under any benefit plans not otherwise described in this Section 6 that have not been paid or otherwise used through your termination date, which benefits will be paid to you on the Company's first regular payroll date following the end of the Release Period; ii. 9 months of your then-current Base Salary to be paid in equal installments on the Company's regular payroll dates for a 9-month period from the date of the Involuntary Termination, provided that the first payment will commence on the first regular payroll date following the end of the Release Period and include any amounts that would have been payable during the Release Period but for this sentence; iii. subject to your timely and proper election of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), continuation of your life insurance coverage and, for both you and your eligible dependents, continuation of your then-effective group medical and dental coverage, at Company cost, for 9 months following the Involuntary Termination. The Company's obligations under this section (iii) shall not apply once you become eligible for medical, dental, or life insurance coverage from another entity where the cost to you is consistent with similarly situated participants under such plans and you agree to provide prompt notice to the Company if you become so eligible. 2 (c) If you are subject to an Involuntary Termination upon or within 12 months following a Corporate Transaction then, subject to Section 9 and in lieu of the benefits set forth in Section 6(b), you will be entitled to receive the following benefits (collectively, the "CIC Severance"): i. the value of all accrued and vested payments under any benefit plans not otherwise described in this Section 6 that have not been paid or otherwise used through your termination date, which benefits will be paid to you on the first regular payroll date following the end of the Release Period; ii. 12 months of your then-current Base Salary plus 12 months of the amount of your then-current Target Bonus (assuming 100% achievement) to be paid in equal installments on the Company's regular payroll dates for an 12-month period from the date of the Involuntary Termination, provided that the first payment will commence on the first regular payroll date following the end of the Release Period and include any amounts that would have been payable during the Release Period but for this sentence; iii. a lump sum payment equal to your Target Bonus in the year of the Involuntary Termination, as such Target Bonus shall be pro-rated on a daily basis for the number of days of service in the performance year in which your employment terminated, which payment shall be made to you at the time such bonuses are paid to other participants, or, if earlier, by March 15 of the year following the year of the Involuntary Termination; iv. full vesting acceleration as to all equity then held by you. v. subject to your timely and proper election of coverage under COBRA, continuation of your life insurance coverage and, for both you and your eligible dependents, continuation of your then-effective group medical and dental coverage, at Company cost, for 12 months following the Involuntary Termination. The Company's obligations under this section (v) will not apply once you become eligible for medical, dental, or life insurance coverage from another entity where the cost to you is consistent with similarly situated participants under such plans and you agree to provide prompt notice to the Company if you become so eligible. (d) Receipt of the Severance or the CIC Severance, as applicable, will be conditioned in its entirety upon your execution of a release of claims in a form prescribed by the Company, without alterations (the "Release") and your continued compliance with the terms thereof, which Release must be executed and become irrevocable, within 60 days of your Involuntary Termination (this 60-day period, the "Release Period"). Any acceleration effected by Section 6(b)(iv) or Section 6(c)(iv) will be effective as of the Separation and the resulting vested equity cancelled without consideration if the Release does not become effective by its terms and within the Release Period. View More

Termination. The Executive's employment hereunder may be terminated under the following circumstances: (a) The Company shall have the right to terminate the employment of the Executive under this Agreement for disability in the event the Executive suffers an injury, or physical or mental illness or incapacity of such character as to substantially disable him from performing his duties hereunder for a period of more than one hundred eighty (180) consecutive days upon the Company giving at last thirty (30) day...s written notice of termination; provided, however, that if the Executive is eligible to receive disability payments pursuant to a disability insurance policy or policies paid for by the Company, the Executive shall assign such benefits to the Company for all periods as to which he is receiving payment under this Agreement. (b)This Agreement shall terminate upon the death of Executive. (c) The Company may terminate this Agreement at any time for "Cause" because of (i) his being convicted of criminal charges or violating such rules and regulations of the Securities and Exchange Commission as may result in criminal action or material fines against the Company; (ii) Executive's material breach of any term of this Agreement; or (iii) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise; provided, in the case or (ii) or (iii), however, that the Company shall not terminate this Agreement pursuant to this Section 7(c) unless the Company shall first have delivered to the Executive a notice which specifically identifies such breach or misconduct, specifies reasonable corrective action and the Executive shall not have cured the breach or corrected the misconduct within fifteen (15) days after receipt of such notice. (d)The Executive may terminate his employment for "Good Reason" on five days written notice if: 3 (i)he is assigned, without his express written consent, any duties inconsistent with his positions, duties, responsibilities, authority and status with the Company as of the date hereof, or a change in his reporting responsibilities or titles as in effect as of the date hereof, except in connection with the termination of his employment by him without Good Reason; (ii)his compensation is reduced; or (iii)any purchaser or purchasers of substantially all of the business or assets of the Company do not agree, at or prior to the closing of any such transaction, by agreement in form and substance satisfactory to the Executive to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no sale was consummated. (d) Upon termination of Executive's employment by Executive or by the Company, for any reason or for no reason, Executive shall deliver promptly to the Company all records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, and calculations, and copies thereof, in whatever medium, which are the property of the Company or its affiliates or which relate in any relevant, meaningful way to the business, products, practices, techniques, customers, suppliers, functions or operations of the Company or its affiliates, and all other property and Confidential Information of the Company or its affiliates, including, but not limited to, all documents which in whole or in part contain any Confidential Information of the Company or its affiliates, which in any of these cases are in his possession or under his control. View More

Termination. 4.1Termination by the Company. 4.2Termination by Resignation of Executive. 4.3Termination for Death or Complete Disability. 4.4Termination by Mutual Agreement of the Parties. 4.5Compensation Upon Termination. 4.5.1Death or Complete Disability. 4.5.2Termination by Company For Cause or Resignation without Good Reason. 4.5.3Termination by Company Without Cause or Resignation For Good Reason. 4.5.4Acceleration on Change of Control. 4.6Definitions. 4.6.3Good Reason. 4.7280G. 4.8Survival of Certain Se...ctions. View More

Termination. This Agreement and the Company's obligations hereunder shall terminate as provided in Section 2(c) unless terminated earlier pursuant to this Section 6 as follows: (a) In the event of the death or Total Disability of Employee, this Agreement shall automatically terminate as of the date of such death or Total Disability. (b) Employee may terminate his employment at any time upon thirty (30) days' advance written notice delivered to the Company. (c) The Company may terminate Employee's employment ...at any time, effective immediately, with or without Cause. View More

Termination. This Agreement shall be for at-will employment and shall continue until the occurrence of one of the below events. Upon the termination of Employee's engagement hereunder, Company shall have no further liability hereunder, except to pay Employee all compensation earned by Employee as of the date of termination and as set forth in Section 6.4 below. 6.1 Employee's engagement and rights hereunder may be terminated as follows: (i) By Company for Cause (as defined below), at any time upon written no...tice;(ii) By Employee, as the case may be, immediately upon a breach of this Agreement that, if possible to be cured, has gone uncured for at least 30 days following written notice thereof; or (ii) By Company, following at least thirty (30) days' written notice to Employee; (iii) By Employee, following at least thirty (30) days' written notice to Company; or (iv) By the written agreement of Employee and Company. 6.2 For purposes of this Agreement, "Cause" shall mean: (i) Employee's engaging in dishonesty, fraud, misappropriation, or embezzlement with respect to Company or in connection with the performance of his duties; (ii) Employee's willful misconduct, recklessness or gross negligence that materially injures Company, whether such harm is economic or non-economic, including, but not limited to, material injury to their respective businesses or reputations; (iii) Employee's conviction or plea of guilty or nolo contendere to any felony or to any misdemeanor involving moral turpitude; (iv) Employee's continued and willful refusal to follow the reasonable and lawful directives that are assigned to Employee by the Chief Executive Officer or the Board, which, if curable, has not been cured by Employee within thirty (30) days after Employee's receipt of written notice from Company; (v) Employee's breach of any material employment or other policy of Company, including but not limited to sexual harassment, other unlawful harassment, workplace discrimination or substance abuse, as reasonably determined by Company, which, if curable, has not been cured by Employee within thirty (30) days after Employee's receipt of written notice from Company; or (vi) Employee's material breach of this Agreement or any other agreement applicable to Employee, which, if curable, has not been cured by the Executive within thirty (30) days after receipt of written notice from Company stating with reasonable specificity the nature of such breach. 6.3 Upon termination, Employee shall: (i) Deliver to Company all documents, data, records, and all other materials which are provided by Company to Employee, including any Confidential Information; (ii) Take all such reasonable actions as shall be requested in writing from time to time by Company consistent with the foregoing and for the orderly transition of the services provided by Employee to either Company or to a new employee, in the discretion of Company. 6.4 Upon termination by Company without Cause, all unearned restricted stock units awarded under the Signing Bonus Restricted Stock Grant, the Restricted Stock Unit Grant and the Benchmark Restricted Stock Unit Grant that could vest during the calendar year in which the termination occurs shall vest immediately before such termination; provided, that with respect to the Benchmark Restricted Stock Unit Grant, in no event shall the number of unearned restricted stock units that can vest in 2023 in accordance with the foregoing provision exceed 15,000 restricted stock units. Upon termination for any other reason, all restricted stock units awarded under the Signing Bonus Restricted Stock Grant, the Restricted Stock Unit Grant or the Benchmark Restricted Stock Unit Grant that are not vested as of the date of such termination shall automatically, and without notice, terminate and be forfeited upon such termination. This Section 6.4 shall survive the termination of this Agreement and Employee's engagement hereunder. View More

Termination. This Agreement and the employment relationship created hereby will terminate (i) upon the death or disability of Executive under section 7(a) or 7(b), respectively; (ii) with cause under Section 7(c); (iii) for good reason under Section 7(d); (iv) upon the voluntary termination of employment by Executive under Section7(e); or without cause under Section 7(f). (a) Disability. The Company shall have the right to terminate the employment of the Executive under this Agreement for disability in the e...vent Executive suffers an injury, illness, or incapacity of such character as to substantially disable him from performing his duties without reasonable accommodation by the Company hereunder for a period of more than one hundred eighty (180) consecutive days upon the Company giving at least thirty (30) days written notice of termination. (b) Death. This Agreement will terminate on the Death of the Executive. (c) With Cause. The Company may terminate this Agreement at any time because of (i) Executive's material breach of any term of the Agreement, (ii) the determination by the Board of Directors in the exercise of its reasonable judgment that Executive has committed an act or acts constituting a felony or other crime involving moral turpitude, dishonesty or theft or fraud; or (iii) Executive's gross negligence in the performance of his duties hereunder, provided, in each case, however, that the Company shall not terminate this Agreement pursuant to this Section 7(c) unless the Company shall first have delivered to the Executive, a notice which specifically identifies such breach or misconduct and the executive shall not have cured the same within fifteen (15) days after receipt of such notice.Employment Agreement - Page 4 (d) Good Reason. The Executive may terminate his employment for "Good Reason" if: (i) he is assigned, without his express written consent, any duties materially inconsistent with his positions, duties, responsibilities, or status with the Company as of the date hereof, or a change in his reporting responsibilities or titles as in effect as of the date hereof; provided, however, that Executive must provide the Company with written notice of his dispute of such re-assignment of duties or change in his reporting responsibilities under this Section 7(d)(i) and give the Company opportunity to cure such inconsistency. If such dispute is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14. (ii) his compensation is reduced; (iii) the Company does not pay any material amount of compensation due hereunder and then fails either to pay such amount within the ten (10) day notice period required for termination hereunder or to contest in good faith such notice. Further, if such contest is not resolved within thirty (30) days, the Company shall submit such dispute to arbitration under Section 14. (e) Voluntary Termination. The Executive may terminate his employment voluntarily. (f) Without Cause. The Company may terminate this Agreement without cause. View More