Continued Employment; Transition Services. Beginning on the Effective Date of this Agreement and through and including August 14, 2019 (the “Transition Period”), Executive agrees to provide the following transition services (the “Transition Services”): (1) continue to serve as the Company’s Chief Financial Officer until such time as the Board of Directors of the Company determines that Executive shall no longer serve in such capacity and (2) provide reasonable transition services to the Company, or such other services as the Company may request, including, but not limited to, the transitioning of Executive’s responsibilities and assistance in the hiring of a new chief financial officer of the Company and the execution of the Company’s financial documents required to be filed with the Securities and Exchange Commission. Executive’s employment during the period Executive provides the Transition Services shall continue to be “at-will,” meaning the Company and Executive are both free to terminate Executive’s employment with or without cause or notice. During the period Executive provides the Transition Services, Executive shall continue to receive his salary at the same rate and frequency that he was receiving his salary immediately prior to the Transition Period, and shall continue to be eligible to participate in then-available Company benefit programs at the same level as he would have been eligible to participate in such programs as of immediately prior to the Transition Period, subject to the terms and conditions, including eligibility requirements, of such programs. If, at any time during the period Executive provides the Transition Services, the Company appoints a new chief financial officer, Executive will take all steps necessary at the Company’s request to relinquish the title of chief financial officer and continue providing such Transition Services as will be determined by the Company in its sole discretion.
Continued Employment; Transition Services. The Company agrees that beginning on the Effective Date, the Company will continue to employ Employee as an at-will employee through the Separation Date (such period the “Transition Period”). During the Transition Period, Employee will continue receiving Employee’s regular base salary, Employee will continue to vest in all outstanding Equity Awards according to their terms, and Employee will be eligible to participate in then-available Company benefit plans at the same level as Employee would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans. Employee agrees that during the Transition Period, Employee will work in good faith with the Company to complete open projects, transition Employee’s responsibilities and duties, facilitate the knowledge transfer of items within Employee’s area of responsibility, and provide other transition services as may be reasonably requested by the Company (the “Transition Services”). In the Company and Employee’s mutual discretion, it is understood that the Transition Services may be modified to non-employee advisory services prior to the Separation Date and, in such case, that Employee shall continue to receive the compensation described in this Section 1(a) through the Separation Date and the consideration set forth in Exhibit A.
Continued Employment; Transition Services. The Company agrees to continue to employ Employee on an at-will basis until the Termination Date. Beginning on October 14, 2013 and through the Termination Date (the “Transition Period”), Executive agrees to provide reasonable transition services to the Company, or such other services as the Company may request, including, but not limited to, the transitioning of Employee’s responsibilities. Employee agrees to continue to provide such transition services to the Company in good faith, to the best of her ability and in the best interests of the Company. Employee’s employment during the Transition Period shall continue to be “at-will,” meaning the Company and Employee are both free to terminate Employee’s employment with or without cause or notice. During the Transition Period, Employee shall continue to receive all salary and benefits that she was receiving immediately prior to the Transition Period. On her Termination Date, Employee shall receive her final wages, including all accrued, unused vacation/paid time off due and owing to her at that time.
Continued Employment; Transition Services. The Company agrees to continue to employ Executive until the Termination Date. During the period in which Executive is an employee, Executive will continue to receive his compensation and benefits in accordance with the terms currently in effect. Beginning on the Termination Date and continuing through November 1, 2017 (such date, the “Expected Termination Date”) or such earlier date that Executive’s services are terminated in accordance with the last sentence of this paragraph (the period in which Executive is providing transition services, the “Transition Period”), Executive agrees to (1) provide reasonable transition services as a consultant to the Company, as the Company may request, including, but not limited to, the transitioning of Executive’s responsibilities to the new Chief Financial Officer of the Company, and (2) assisting Company with strategic projects. Executive agrees to continue to provide such consulting services to the Company in good faith, to the best of his ability and in the best interests of the Company. Notwithstanding anything in this Agreement to the contrary, Executive’s services to the Company remain at-will, and either the Company or Executive are free to terminate Executive’s services to the Company with or without Cause or notice at any time. However, as described in Section 1(c), Employee may be entitled to severance benefits depending on the circumstances of Employee’s termination of services with the Company.
Continued Employment; Transition Services. Commencing on the CFO Resignation Date, Executive agrees to provide transition services to the Company through February 1, 2020 (such period the “Transition Period,” with February 1, 2020 hereafter referred to as the “Planned Separation Date”). During the Transition Period, the Company will continue to employ Executive as an at-will employee, under the same benefits and base salary as in effect immediately prior to the CFO Resignation Date, until no later than the Planned Separation Date (unless Executive’s employment terminates sooner as discussed herein), except that Executive agrees that Executive will no longer be the Company’s Sr. Vice President, Chief Financial Officer or hold any managerial or executive role as of the CFO Resignation Date. Nothing in this Limited Release shall in any way be construed to alter the at-will nature of Executive’s employment with the Company during the Transition Period. As a result, Executive is free to terminate Executive’s employment at any time, for any reason or for no reason and the Company is free to terminate Executive’s employment at any time, for any reason or for no reason even before the Planned Separation Date. If Executive’s employment ends for any reason before the Planned Separation Date, the Company shall only pay Executive her earned salary up and through the last day worked, but no more. If Executive’s employment ends as scheduled on the Planned Separation Date, the Company shall only pay Executive her earned salary up and through the Planned Separation Date, but no more. Regardless of whether Executive executes this Limited Release, upon the date Executive’s employment terminates (whether on the Planned Separation Date or earlier, for any reason), the Company will pay Executive (i) all accrued but unused vacation earned up to the date Executive’s employment terminates; and (ii) any reasonable and necessary, unreimbursed business expenses incurred up to the date Executive’s employment terminates, which are submitted to the Company, pursuant to the Company’s standard expense reimbursement procedure.
Continued Employment; Transition Services. Subject to the terms of this paragraph, the Company agrees to continue to employ Executive until the Resignation Date. During the period in which Executive is a Company employee, Executive will continue to receive his benefits and compensation in accordance with the current terms of an annualized base salary of $250,000 but without eligibility for a bonus payment and remain subject to his obligations under prior agreements with the Company (including applicable Company policies). Executive will remain CMO until June 30, 2017. Should Executive’s employment be terminated by the Company prior to the Resignation Date, Executive will be entitled to the severance benefits described in clause (c) below if the termination is a Qualifying Termination (as defined below).
