Upon termination of Executive s employment by the Company for any reason whatsoever whether voluntarily or involuntarily, or at any other time upon the Company’s request, Executive agrees to promptly return to the possession of the Company any materials or copies thereof, in hard copy or electronically, containing and/or pertaining to Proprietary Information relating to the Company or any of its subsidiaries or affiliates and shall not take any material or copies thereof from the possession of the Company, or destroy any such materials. In addition, Executive shall also return to the Company all Company property and equipment in the Executive’s possession or control, including but not limited to, all documents, product samples, tapes, notes, computer files, equipment, phone, facsimile, printer, computer, physician lists, employee lists, lab notebooks, files, computer equipment, security badges, telephone calling cards, credit cards, and other information or materials (and all copies) which contain confidential, proprietary or non-public information of the Company. The Executive further agrees to leave intact all electronic Company documents on the Company’s servers or computers, including those which Executive developed or helped develop during Executive’s employment. Executive further agrees to promptly return or make available to the Company or its agents any motor vehicle provided to Executive by the Company.
Upon termination of Executive s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board and the Board of Directors of any of the Company's affiliates.
Upon termination of Executive s Employment as a result of death or Disability, or in the event the Company elects to waive the Event Criteria, the Vested Percentage shall be determined solely by reference to the Performance Criteria and on the Payment Date, the Company shall pay the Phantom Equity Payment first by the cancellation of indebtedness, if any, owing from Executive to the Company or any of its subsidiaries and the remainder, at the Company's option:
Upon termination of Executive s employment by the Company prior to the expiration of this Agreement, if such termination is pursuant to Section 3.1, 3.2, 3.5, 3.6, or 3.7 hereof, Executive shall be entitled to any Annual Salary and vacation accrued but unpaid through the date of termination of employment, payable on the date of termination and to the Executive, the estate of Executive or to the benefit of his heirs.
Upon termination of Executive s Employment for any reason other than death or Disability, the Company shall have the option, at the Company's sole discretion, of waiving the Event Criteria and treating such termination as a Payment Event in which case the Vested Percentage shall be determined solely by reference to the Time Criteria. If the Company does not elect to waive the Event Criteria, the Company shall have no obligation to make any Phantom Equity Payment until the Event Criteria shall be met. Upon the occurrence of the Event Criteria, the Company shall pay Executive the Phantom Equity Payment in accordance with Section 2, but the Time Criteria shall be determined as of the date of termination of Employment.
Upon termination of Executive s employment for cause or by the voluntary termination of employment of Executive as set forth in Section 9.1.1 and 9.1.2, Executive shall not be entitled to any severance payment.
Upon termination of Executive s employment under this Agreement by the Company without Cause (as defined hereunder) or by Executive for Good Reason, then, in lieu of any further or other payments, if the termination occurs during the Initial Term, the Company shall pay to the Executive (a) his Base Salary accrued through the date of termination and any unreimbursed business expenses submitted in accordance with Company policy (collectively, the "Accrued Obligations"), and (b) severance equal to his monthly Base Salary (determined without regard for any reduction constituting Good Reason) for twelve months, and Executive's First Year Bonus Payment. During any Renewal Term, upon Executive's termination by the Company without Cause or by Executive for Good Reason, then, in lieu of any further or other payments, the Company shall pay to the Executive (x) his Accrued Obligations, (y) if and only if targets are satisfied at the end of the applicable fiscal year, a pro rata bonus related to such year payable at such time as bonuses are paid to senior executives, and (z) severance equal to his then current monthly Base Salary (determined without regard for any reduction constituting Good Reason) for twelve months. Additionally, upon a termination of Executive's employment under this Agreement by the Company without Cause or by Executive for Good Reason at any time (i) the Company shall pay Executive's COBRA premiums during the period in which he is entitled to severance payments (ii) Executive's stock option granted pursuant to Section 3.2 of this Agreement shall continue to vest as if Executive had remained employed during the period in which Executive is entitled to receive severance pay pursuant to this Section 5.1, and (iii) Executive's stock option granted pursuant to Section 3.2 of this Agreement shall be exercisable for fifteen months after the date of termination of employment as to the shares vested on or before such date of termination and for fifteen months after the date of vesting as to shares vesting after the date of termination. Any severance payment shall be made according to the Company's normal payroll process spread out equally over the severance period. Violation of this Agreement, the Business Protection Agreement (as contemplated by Section 7 below) and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this Section 5.1(b), 5.1(y) and 5.1(z) and entitle it to recover any amounts paid under Section 5...
Upon termination of Executive s employment, Company shall pay to Executive, within three business days after the end of the 30-day notice period provided in Section 5 above, a payment in cash determined under subsection (a) or (b) of this Section 6 and shall for the period or at the time specified provide the other benefits described in subsections (c) and (e) of this Section 6:
Upon termination of Executive s employment under this Agreement by the Company without Cause (as defined hereunder) and provided that Executive signs a release and waiver Agreement, in form and substance satisfactory to the Company, then, in lieu of any further or other payments, the Company shall pay to the Executive severance equal to the lesser of (i) the total base salary of the balance of the term of this Agreement as of the time of termination; or (ii) his average monthly annual base salary1 for nine months. Such severance payments shall be made according to the Company’s normal payroll process spread out equally over the severance period. Post-termination, any violation of this Agreement and/or failure to sign the Release and Waiver Agreement shall immediately relieve the Company from its payment obligation under this paragraph and entitle it to recover any amounts paid under this paragraph.
Upon termination of Executive s employment with the Company and its affiliates for any reason, Executive shall cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its affiliates; immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.
