Post-Termination Consideration Sample Clauses

Post-Termination Consideration. In consideration for the restrictions set forth in Section 3(a), Employer shall provide, subject to Section 3(d) and solely if (1) Company elects to enforce Section 3 so as to prevent me from accepting employment with a third party, and (2) I have not breached the terms of this Agreement, (a) garden leave pay to me during the Restricted Period in an amount equal to fifty percent (50%) of my highest annualized base salary paid to me by Employer during the two (2) years preceding my termination or (b) other consideration as agreed in writing between me and Employer. It is agreed that Section 3 shall not apply to me if I am classified as a non-exempt employee (under the federal Fair Labor Standards Act 29 U.S.C. §§ 201 to 219), or if I have been discharged without cause or laid off. The following replaces Section 8(g):
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Post-Termination Consideration. If this Agreement is terminated (1) pursuant to Section 16.2.7, (2) after the License Option Effective Date by either Party for any reason or (3) prior to the License Option Effective Date by AbbVie pursuant Section 16.2.1, Section 16.2.5 or Section 16.2.6:
Sample 1
Post-Termination Consideration. (i) Voyager shall pay AbbVie a royalty of (A) [**] percent ([**]%) of the Increased Rate if, after the License Option Effective Date, Voyager terminates pursuant to Section 16.2.1(b), and (B) [**] percent ([**]%) of the Increased Rate if, after the License Option Effective Date, AbbVie terminates pursuant to Section 16.2.3, in either case ((A) or (B)) on Net Sales (with the same meaning as “Net Sales”, mutatis mutandis) of any Post-Termination Voyager Product (which, in each case, shall be deemed to be a “Licensed Product” for purposes of Net Sales) by Voyager, its Affiliates or sublicensees anywhere in such Terminated Territory and the provisions of Section 10.3.1, Section 10.3.3, Section 10.4, Section 10.5, Section 10.6 and Section 10.7 and the defined terms therein shall apply, mutatis mutandis, with the references to “AbbVie” and “Voyager” switched and with each Post-Termination Voyager Compound and Post-Termination Voyager Product being deemed a Licensed Compound or Licensed Product, as applicable, and AbbVie Background Grantback Patent Rights and AbbVie Collaboration Grantback Patent Rights shall be deemed included in the list of Patent Rights for purposes of Section 10.4 and Section 10.5.1; provided that (x) the provisions with respect to the Base Tier shall not apply (including the example in Section 10.3.3), (y) the deductions pursuant to Section 10.5.3 shall apply solely with respect to (1) any Third Party license with respect to the AbbVie Grantback IP that are the subject of the license granted by AbbVie to Voyager pursuant to Section 16.4.2(a) or (2) any license entered into Voyager or any of its Affiliates after the effective date of termination; provided that, in either case ((1) or (2)), with respect to any license entered into by a Party to address an issue resulting from or connected to any breach by Voyager of its representations and warranties under Section 8.3 or Section 14.2 or its covenants in Section 14.3 or Section 14.4, Voyager shall only be entitled to deduct [**] percent ([**]%) of the royalties, milestones and other license fees actually paid to a Third Party in connection with such license, and (z) the provisions regarding adjustments pursuant to Section 10.3.2 shall not apply.
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Post-Termination Consideration 
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Related to Post-Termination Consideration

  • Post-Termination After the Employee has terminated their employment with the Employer, the Employee shall be bound to Section XII of this Agreement for a period of ☐ Months ☐ Years (“Confidentiality Term”). If the Confidentiality Term is beyond any limit set by local, State, or Federal laws, then the Confidentiality Term shall be the maximum allowed legal time-frame.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • PAYMENTS AND BENEFITS UPON TERMINATION (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

  • Vacation Pay Upon Termination When an employee in the bargaining unit is terminated for any reason, he/she shall be entitled to all vacation pay earned and accumulated up to and including the effective date of the termination.

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Compensation and Benefits Upon Termination (a) If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of such termination (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in Sections 5(d) or (e) below or an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

  • Separation Payments and Benefits Without admission of any liability, fact or claim, the Company hereby agrees, subject to Executive’s timely execution and non-revocation hereof and Executive’s compliance with Executive’s obligations pursuant to this Agreement and the Surviving Provisions, to provide Executive the severance payments and benefits set forth below:

  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

  • Post-Termination Cooperation Following any termination of this Agreement, all Parties shall thereafter cooperate fully and work diligently in good faith to achieve an orderly resolution of all matters resulting from such termination.

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