Termination of Transition Period. Upon termination or expiration of the Transition Period, (i) Seller will cease all distribution activities relating to the Products, (ii) [***], (iii) Buyer shall pay to Seller the purchase price for any Products that are the subject of a Pending Purchase Order and that have not yet been delivered, and (iv) Seller shall pay to Buyer any Net Distributable Profits through the termination or expiration of the Transition Period. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. EXECUTION VERSION
Termination of Transition Period. If Titan sells, licenses or otherwise transfers to a Third Party its rights in and to the Transferred Assets or the Business, the Transition Period and all rights and licenses granted under Section 4 (other than the license granted under Section 4(c)) shall terminate and Braeburn shall no longer be obligated to provide any additional services or support with respect to the Transferred Assets or the Business, including any of the Transition Services.
Termination of Transition Period. The Company or Executive may terminate the Transition Period at any time for any reason upon thirty (30) days prior written notice to the other party. If the Transition Period is terminated by the Company for any reason other than for “Employer’s Good Cause” (as defined in Section 3(f) below), Executive shall be entitled to the Separation Benefits under Section 4 hereof, subject to the conditions thereof. If the Company terminates the Transition Period by reason of “Employer’s Good Cause” (as defined in Section 3(f) below), or if Executive terminates the Transition Period for any reason, Executive shall have no rights to any payments and benefits under Section 3(b) hereof or otherwise following the date of termination, other than the Accrued Obligations described in clauses (i), (iii) and (iv) of Section 10.1 of the Employment Agreement and payment of the 2019 Annual Bonus to the extent not already paid. If the Transition Period is terminated by reason of death or “Disability” (as defined in the Employment Agreement), Executive shall have the rights and benefits provided under Section 4 hereof. The termination or expiration of the Transition Period (or the termination of the CEO Period on December 31, if applicable under Section 1 hereof), shall constitute a “separation from service” under Section 409A of the Internal Revenue Code of 1986.
Termination of Transition Period. The Transition Period shall terminate immediately if Xxxxxx is unable to perform transition services due to death or physical or mental incapacity, and Xxxxxx shall not be entitled to any further transition fee except for pro rata amounts earned or accrued prior to his last day providing transition services.
Termination of Transition Period. The Transition Period may be terminated (i) by the Company for “Cause” (as defined below), (ii) voluntarily by Executive at any time, or (iii) by reason of Executive’s death or Disability (as defined below). Upon the termination of the Transition Period for any reason, Executive shall not be entitled to any further compensation or benefits other than the Accrued Obligations and the Accrued Benefits and any vested Company Equity as of the Retirement Date. If Executive wishes to terminate his employment prior to March 31, 2024, then Executive can do so by providing written notice to the Company at least thirty (30) days prior to the proposed termination date, and that date will then serve as Executive’s Retirement Date. In the event of Executive’s death or Disability, Executive’s heirs or estate shall have the right to assert Executive’s claim of the benefits as provided in this Agreement and neither Executive or Executive’s heirs or estate are under any duty legally or contractually to mitigate any damages in order to receive the benefits of this Agreement.
Termination of Transition Period. Notwithstanding anything herein to the contrary, the Transition Period may be terminated (i) by the Company due to Executive’s material breach of this Agreement, which remains uncured for ten business days following delivery of written notice from the Company to Executive of such breach, or by the Company for Cause, (ii) by the Company as a result of Executive’s death or Disability or (iii) by Executive upon delivery of no less than 30 days’ prior written notice thereof. In the event of such earlier termination of the Transition Period pursuant to clauses (i) or (iii), Executive shall receive no further payments hereunder. In the event of such earlier termination of the Transition Period pursuant to clause (ii), Executive (or her estate or personal representative) shall be entitled to
Termination of Transition Period. Notwithstanding anything herein to the contrary, the Company upon fourteen (14) days’ written notice to you, may terminate the Transition Period, with or without cause. The effective date of termination of the Transition Period shall be the effective date of your termination of employment (the “Date of Termination”).
Termination of Transition Period. You understand and agree that your employment with Pericom will continue to be at-will during the Transition Period. This means that either you or Pericom may terminate your employment at any time, with or without notice and with or without cause. Notwithstanding the foregoing, Pericom may immediately terminate the Transition Period for “Cause” if you (i) engage in material misconduct, including but not limited to fraud, misappropriation of Pericom’s trade secrets or proprietary information, or embezzlement, (ii) exhibit, in Pericom’s reasonable discretion, dishonesty or lack of effort in performance of the duties assigned to you, (iii) commit a felony or other criminal act against Pericom, (iv) breach any material provision, representation or warranty in this Agreement or any other agreement between herself and Pericom. If your employment is terminated prior to January 31, 2006 for Cause, you shall not be entitled to any of the payments or benefits described in Section 5 below. You understand and agree you will not be entitled to any further compensation or benefits from Pericom after your employment terminates for any reason, except as otherwise set forth in this Agreement.
Termination of Transition Period. Either the Executive or any successor chief executive officer may terminate the Transition Period at any time by written notice to the other. In the event of the termination of the Transition Period by the Executive, all obligations of the Company hereunder shall cease immediately, and the Executive shall not be entitled to any unpaid portion of the Transition Services Fee. In the event of the termination of the Transition Period by the Company or any successor chief executive officer, the Executive shall be entitled to the immediate payment of the full amount of any unpaid portion of the Transition Services Fee.
Termination of Transition Period. The Executive may terminate the Transition Period for any reason upon sixty (60) days prior written notice. The Company shall not terminate the Transition Period other than for Cause (as defined in Section 3(f) below). If the Company terminates the Transition Period for Cause, or if Executive terminates the Transition Period for any reason, Executive shall have no rights to any payments and benefits hereunder or otherwise following the date of termination, other than for any earned but unpaid base salary through the effective date of such termination, and any unvested equity awards will be immediately forfeited and cancelled and any unpaid bonus will be forfeited. The termination or expiration of the Transition Period, shall constitute a “separation from service” under Section 409A of the Internal Revenue Code of 1986.
