Executive Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there be no such designee, to Executive’s estate.
The Executive This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or pursuant to a domestic relations order. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, beneficiaries and/or legal representatives.
Scope of Employment During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel. The Executive shall report to the Chief Executive Officer of the Company and shall be accountable to the Supervisory Board of Nabriva Therapeutics AG (the “Board”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. The Executive shall devote substantially all of the Executive’s business time, loyalty, attention and efforts to the business and affairs of the Company, Nabriva Therapeutics AG, and their affiliates. Membership on boards of directors of any additional companies will be permitted only with the express approval of the Board. Notwithstanding the previous sentence, the Executive may engage in charitable activities and serve on a charitable board with the approval of the Chief Executive Officer. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and Nabriva Therapeutics AG and any changes therein that may be adopted from time to time by the Company and/or Nabriva Therapeutics AG.
Executive Acknowledgment Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.
End of Employment Your employment with the Company ended effective at the close of business on [Date]. Upon your receipt of your final paycheck, which includes payment for services through [Date], you will have received all wages, compensation and benefits owed to you by virtue of your employment with the Company or termination thereof. If applicable, information regarding your right to elect COBRA coverage will be sent to you via separate letter. You are not eligible for any other payments or benefits by virtue of your employment with the Company or termination thereof except for those expressly described in this Agreement. You will not receive the separation pay and benefits described in Section 2 of this Agreement if you (i) do not sign this Agreement and return it to the Company by the Offer Expiration, (ii) rescind this Agreement after signing it, or (iii) violate any of the terms and conditions set forth in this Agreement.
Separation of Employment (a) If an employee is discharged by the Employer, he shall be paid in full for all monies owing to him by the Employer on the date of his discharge.
Continuance of Employment The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Partial employment or service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services. Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his or consent hereto.
Abandonment of Employment An employee absent from work for three consecutive working days without notification to the employer or without appropriate authorisation from the employer will be considered by the employer as having terminated their employment without notice, unless the employee is able to show they were unable to fulfil their obligations under this section through no fault of their own. The employer will make all reasonable efforts to contact the employee during the three days period of unnotified absence.
Period of Employment The “Period of Employment” shall be a period of two (2) years commencing on the Effective Date and ending at the close of business on the second (2nd) anniversary of the Effective Date; provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on each anniversary of the Effective Date (commencing with the second anniversary of the Effective Date), unless either party gives notice, in accordance with subsection 11.2 hereof, at least ninety (90) days prior to such anniversary, that the Period of Employment shall not be extended (or further extended, as the case may be) (any such notice, a “Nonrenewal Notice”). However, in the event that the annual payout amounts under the Incentive Plan (as defined below) and/or the Program (as defined below) for the plan year immediately prior to the expiration of the Period of Employment have not been paid upon the expiration of the Period of Employment following the delivery of a Nonrenewal Notice, the Period of Employment shall be extended until such amounts are paid out under the Incentive Plan or Program, as applicable. Further, in the event that a Change in Control (as defined below) occurs at any time during the Period of Employment, then, notwithstanding anything to the contrary herein, the Period of Employment shall extend for an additional year and ninety (90) days from the date of the Change in Control, provided such extension serves to lengthen the Period of Employment that would otherwise have been in place. The term “Period of Employment” shall include any extension thereof pursuant to the three preceding sentences. Provision of a Nonrenewal Notice shall not be a breach of this Agreement and shall not constitute either a termination by the Company without “Cause” or resignation by the Executive for “Good Reason” (each, as defined herein). Upon the expiration of the Period of Employment following the delivery of a Nonrenewal Notice, this Agreement, including the provisions of Section 10 (“Survival of Provisions”), will no longer be in effect. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided in Section 8 of this Agreement.
Duration of Employment This Agreement and the employment relationship hereunder will continue in effect for five years from January 1, 2016 through December 31, 2020. It may be extended beyond December 31, 2020 by mutual, written agreement at any time. In the event of the Executive’s termination of employment during the term of this Agreement, the Company will be obligated to pay all base salary, bonus and other benefits then accrued, as well as cash reimbursement for all accrued but unused vacation, plus, if applicable, the additional payments provided for in Sections 6.1, 6.2, 6.3, 6.5, 6.7 and 6.8 of this Agreement.