Continuing Obligations from Consulting Services Agreement
This Severance and Consulting Services Agreement (the Agreement) is made as of this 30th day of June, 2017 by and between American Superconductor Corporation (the Company), and David A. Henry (the Executive).
Continuing Obligations. The Executive hereby acknowledges, reaffirms and covenants to comply with his obligations as set forth in the American Superconductor Corporation Employee Nondisclosure and Developments Agreement dated July 9, 2007 (the Nondisclosure Agreement). Notwithstanding anything to the contrary in the Nondisclosure Agreement or this Agreement, nothing shall limit the Executives right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator (including in accordance with the provisions and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, and Section 806 of the Sarbanes-Oxley Act of 2002, as amended, or any other whistleblower protection provisions of federal or state law or regulation). Further, in accordance with the Defend Trade Secrets Act, the Company hereby notifies the Executive that (a) he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (b) he shall not be held criminally or civilly liable under any federal or
As per our discussions, your employment with Arotech Corporation ("Arotech") and Epsilor-Electric Fuel, Ltd. ("Epsilor") (collectively, the "Company") will terminate by reason of your resignation effective as of the close of business on December 31, 2016. To ensure that all of the information related to your separation is clear, this letter summarizes some information related to your separation.
Continuing Obligations. You acknowledge and affirm your continuing obligations under the 2016 Employment Agreement, including without limitation, Section 8 (entitled Confidentiality; Proprietary Rights; Competitive Activity). You further acknowledge that you may continue to have filing obligations under the Securities Act of 1934, as amended, and the regulations promulgated thereunder, and that you will continue to fulfill, at the Company's expense, any such obligations.
Continuing Obligations from Manufacturing Agreement
This MANUFACTURING AGREEMENT (this Manufacturing Agreement) is entered into as of November 9, 2004 (the Closing Date), by and between ViroPharma Incorporated (ViroPharma), a corporation organized and existing under the laws of the State of Delaware, and Eli Lilly and Company (Lilly), a corporation organized and existing under the laws of the State of Indiana. ViroPharma and Lilly are sometimes referred to herein individually as a Party and collectively as Parties.
Continuing Obligations. Termination of this Manufacturing Agreement for any reason will not relieve the Parties of any obligation accruing prior thereto or any antecedent breach of the provisions of this Manufacturing Agreement, and, except as otherwise set forth in Section 11.2 of this Manufacturing Agreement or in the Assignment Agreement, will be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of the provisions of this Manufacturing Agreement. Without limiting the generality of the foregoing and in addition to the foregoing, no termination of this Manufacturing Agreement, whether by lapse of time or otherwise, will serve to terminate the rights and obligations of the Parties hereto under Articles 6, 7, 9, 11 and 12 hereof and [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sections 2.3, 3.4, 8.4, 8.5, 8.6, 10.2, 10.3 and 10.6(a) hereof, and such obligations will survive any such termination.