Transition; Separation Sample Clauses

Transition; Separation. The Executive will continue to be employed as the Chief Executive Officer, President and Chief Operating Officer of the Company from the date of this Agreement through the earlier of (i) December 31, 2019 and (ii) the date on which the Company has hired a new Chief Executive Officer (such earlier date, the “Transition Date”). To the extent that the Transition Date occurs prior to December 31, 2019, following the Transition Date, the Executive will continue to be employed by the Company as a full-time employee of the Company, and a Senior Advisor to the Chief Executive Officer through December 31, 2019 (unless earlier terminated by the Company for “Cause” (as defined in the Employment Agreement) or by the Executive) (the date of the Executive’s actual termination of employment with the Company, the “Separation Date”). For the avoidance of doubt, prior to the Separation Date, the Executive’s employment with the Company will continue to be governed in all respects with the terms and conditions set forth in the Employment Agreement, provided that, (i) the change in the Executive’s duties and responsibilities from the Transition Date through the Separation Date shall in no event constitute a “Constructive Discharge” for purposes of the Employment Agreement or any other agreement or arrangement by and between the Executive and the Company or any of its affiliates, and (ii) in the event of the Executive’s death or Disability (as defined in the Employment Agreement) prior to the Separation Date, and provided the Second Release Effective Date occurs, the Executive (or his estate or spouse (for Section 3(b))) shall be entitled to the payments and benefits set forth in Sections 2(b), 3(a), 3(b), 3(c), 3(d) and 4 of this Agreement in addition to (and not in lieu of) the payments and benefits otherwise provided to the Executive (or his estate) under Section VI of the Employment Agreement (including equity vesting and pro rata bonus). Effective as of the Transition Date (unless otherwise mutually agreed by the parties to reflect the economic intent of this Agreement), the Executive will resign (and will be deemed to have resigned without any further action by the Executive) from his position as the Chief Executive Officer, President and Chief Operating Officer of the Company, and, except as expressly provided in this Section 1, from all of the Executive’s positions with the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affilia...
Sample 1
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Transition; Separation. You hereby resign from your position as Chief Executive Officer, and the Company hereby accepts such resignation, effective as of April 3, 2014. You also hereby resign from your position as a director on the Company’s Board of Directors (the “Board”), effective as of April 3, 2014, and the Company hereby accepts such resignation. Your last day of work with the Company and your employment termination date will be April 13, 2014 (the “Separation Date”). Between now and the Separation Date (the “Transition Period”), you agree to assist in the transition of your job duties as requested. During the Transition Period, you will not be expected to perform full-time work (unless requested to do so in connection with the transition of your duties); however, you will continue to receive your regular compensation and benefits.
Sample 1
Transition; Separation. The Executive will continue to be employed as Executive Vice President and Chief Financial Officer from the date hereof through the Transition Date. Following the Transition Date, the Executive will continue to be employed by the Company as an Adviser to the Chief Financial Officer through the Separation Date (unless earlier terminated by the Company for “Cause” as defined in the Severance Agreement or by the Executive). Effective as of the Transition Date, the Executive will resign (and will be deemed to have resigned without any further action by the Executive) from his position of Executive Vice President and Chief Financial Officer of the Company, and effective as of the Separation Date, the Executive will resign (and will be deemed to have resigned without any further action by the Executive) from all of the Executive’s positions with the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates). The Executive shall execute such additional documents as requested by the Company to evidence the foregoing.
Sample 1
Transition; Separation. The Executive will continue to be employed as the Senior Vice President, General Counsel and Corporate Secretary of the Company from the date of this Agreement through April 1, 2023 (the “Transition Date”). Following the Transition Date, the Executive will continue to be employed by the Company as a full-time employee of the Company in the capacity of Senior Advisor to the Chief Executive Officer, from the Transition Date through the date determined by the Company in its sole discretion that is no earlier than February 1, 2024 and no later than February 28, 2024, unless earlier terminated by the Company for Cause (as defined herein) or by the Executive for any reason (the date of the Executive’s actual termination of employment with the Company, including in the event of Executive’s death or “Disability” (as defined in the Employment Agreement), the “Separation Date”). As Senior Advisor to the Chief Executive Officer, Executive’s duties will be comprised of the following: reasonably assist with the transition of Executive’s former role to his successor; provide strategic advice and support to the Company’s Chief Executive Officer; and only such other duties as may be agreed in writing between the Chief Executive Office and Executive following the Transition Date.
Sample 1
Transition; Separation. The Executive’s employment as Executive Vice President, Chief Financial Officer and Chief Administrative Officer shall terminate as of the close of business on the Separation Date. Through the Separation Date, the Executive will continue to: (a) serve as an employee of the Company with the same duties and responsibilities as before and under the same terms and conditions set forth in the Letter Agreement, (b) be paid the Executive’s currently monthly salary ($45,833.33 per month), and (c) be eligible to participate in all benefit plans and programs available to employees of Xxxxxxxx & Struggles, Inc. generally, in accordance with the terms of such plans and programs. Any business expenses properly incurred by the Executive prior to the Separation Date will be reimbursed in accordance with the Company’s expense reimbursement policy. Through the Separation Date, the Executive shall take reasonable and appropriate actions to cooperatively and smoothly transition the duties and responsibilities of the position of Executive Vice President, Chief Financial Officer and Chief Administrative Officer to her successor or successors.
Sample 1
Transition; Separation. You will continue to serve as the Company’s Chief Marketing and Revenue Officer through September 10, 2012. Between September 11, 2012 and September 22, 2012 (the “Transition Period”), you will remain employed by the Company and shall provide transitional assistance to the Company as requested by the Company. During the Transition Period, you will receive your regular salary and shall remain eligible for the Company’s standard benefits, subject to the terms and conditions of the plans. Your resignation will be effective on September 22, 2012 (the “Separation Date”), which will be your final day of employment.
Sample 1
Transition; Separation a. Effective on November 1, 2017 (the “Transition Date”) Employee shall resign from her position as Chief Business and Strategy Officer. During the period beginning on the Transition Date and ending on the Termination Date (such period, the “Transition Period”), the Employee will continue to be employed by the Company as a Strategic Advisor to the Chief Executive Officer and perform such duties as the Company may request from time to time. During the Transition Period, the Company will continue to pay Employee her base salary at the rate in effect as of the date hereof and Employee will continue to participate in the Company’s health and welfare plans, subject to their terms.
Sample 1
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Transition; Separation. (a) Effective as of the Effective Date, the Executive will transition from his position as President and Chief Executive Officer of the Company to the position of Senior Advisor. The Executive will continue to serve as an employee in the position of Senior Advisor through September 30, 2024; provided, that the Company may terminate the Executive’s employment prior to such date on account of Disability or for Cause (each, as defined in the Employment Agreement), the Executive may voluntarily resign upon 30 days’ advance notice and the Executive’s employment will automatically terminate upon the Executive’s death. The date of the Executive’s actual termination of employment with the Company is the “Separation Date”, and the period beginning on the Effective Date and ending on the Separation Date is the “Transition Period”. Effective as of the Effective Date, and except as otherwise provided in this Section 1, the Executive will be deemed to have automatically resigned from all of the Executive’s officer and other positions with the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates), including, without limitation, as a member of the Board of Directors of the Company (the “Board”). The Executive will execute such additional documents reasonably requested by the Company to evidence the foregoing resignations. (b) As Senior Advisor, the Executive will assist the Board and the Chief Executive Officer of the Company (or Interim Chief Executive Officer of the Company, as applicable) with (i) the transition of the Executive’s former duties as President and Chief Executive Officer of the Company, (ii) continuity of service with respect to the Company’s customers and accounts, (iii) strategic corporate transactions and initiatives, and (iv) any other services reasonably requested by the Board or the Chief Executive Officer of the Company (or Interim Chief Executive Officer of the Company, as applicable). For the avoidance of doubt, (x)
Sample 1
Transition; Separation 
Sample 1

Related to Transition; Separation

  • The Separation At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Separation The Employment Period will continue until (i) Executive's death, Disability or resignation from employment with the Company, Employer and their respective Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries decide to terminate Executive's employment with or without Cause. If (A) Executive's employment is terminated without Cause pursuant to clause (ii) above or (B) Executive resigns from employment with the Company, Employer or any of their respective Subsidiaries for Good Reason, then during the period commencing on the date of termination of the Employment Period and ending on the first anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer shall pay to Executive, in equal installments on the Employer's regular salary payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus (II) an amount equal to the annual bonus, if any, paid or payable to Executive by Employer for the last fiscal year ended prior to the date of termination. In addition, if Executive is entitled on the date of termination to coverage under the medical and prescription portions of the Welfare Plans, such coverage shall continue for Executive and Executive's covered dependents for a period ending on the first anniversary of the date of termination at the active employee cost payable by Executive with respect to those costs paid by Executive prior to the date of termination; PROVIDED, that this coverage will count towards the depletion of any continued health care coverage rights that Executive and Executive's dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that Executive's or Executive's covered dependents' rights to continued health care coverage pursuant to this SECTION 8(c) shall terminate at the time Executive or Executive's covered dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date Employer ceases to provide coverage to its senior executives generally under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive shall not be entitled to receive any payments or benefits pursuant to this SECTION 8(c) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (II) Executive shall be entitled to receive such payments and benefits only so long as Executive has not breached the provisions of SECTIONS 9 or 10 hereof. The release described in the foregoing sentence shall not require Executive to release any claims for any vested employee benefits, workers compensation benefits covered by insurance or self-insurance, claims to indemnification to which Executive may be entitled under the Company's or its Subsidiaries' certificate(s) of incorporation, by-laws or under any of the Company's or its Subsidiaries' directors or officers insurance policy(ies) or applicable law, or equity claims to contribution from the Company or its Subsidiaries or any other Person to which Executive is entitled as a matter of law in respect of any claim made against Executive for an alleged act or omission in Executive's official capacity and within the scope of Executive's duties as an officer, director or employee of the Company or its Subsidiaries. Not later than eighteen (18) months following the termination of Executive's employment, the Company and its Subsidiaries for which the Executive has acted in the capacity of a senior manager, shall sign and deliver to Executive a release of claims that the Company or its Subsidiaries has against Executive; PROVIDED THAT, such release shall not release any claims that the Company or its Subsidiaries commenced prior to the date of the release(s), any claims relating to matters actively concealed by Executive, any claims to contribution from Executive to which the Company or its Subsidiaries are entitled as a matter of law or any claims arising out of mistaken indemnification by the Company or any of its Subsidiaries. Except as otherwise provided in this SECTION 8(c) or in the Employer's employee benefit plans or as otherwise required by applicable law, Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with Employer.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transition Period Upon termination of this Agreement, and for 90 consecutive calendar days thereafter (the “TRANSITION PERIOD”), Executive agrees to make himself available to assist the Company with transition projects assigned to him by the Board. Executive will be paid at a reasonable, agreed upon hourly rate for any work performed for the Company during the Transition Period.

  • Secondment Toppan hereby seconds each Secondee to COMPANY at the Facility for his or her Secondment Period in order to perform their Functions and COMPANY accepts Toppan’s appointment of Secondees. COMPANY confirms that each Secondee shall perform his or her Function under the comprehensive guidance, direction, and supervision of COMPANY during his or her Secondment Period. COMPANY shall evaluate the performance of each Secondee’s performance of his or her Functions during his or her Secondment Period. If COMPANY considers that it needs to adjust the positions of or replace Secondees, it may notify Toppan in writing of COMPANY’s request of such adjustment or replacement and the reasons therefor, which shall be commercially reasonable and necessary for sound operation of the Company. Toppan and COMPANY shall discuss the requested adjustment or replacement in good faith, but Toppan will not be obligated to (i) agree to any change in position of a Secondee or replace any Secondee unless COMPANY demonstrates to Toppan’s reasonable satisfaction that the Secondee is not competent to carry out the responsibilities associated with his or her position and Toppan has appropriate employees to change or replace as secondees or (ii) second additional employees to COMPANY if doing so would deprive Toppan of employees that it requires for its own operations. If Toppan does not second other employees or additional employees to COMPANY, COMPANY may ask Toppan to support to seek employees or secondees. Any Toppan employees who are seconded to COMPANY pursuant to this paragraph will be included in the definition of Secondees. In principle, each Secondee will be seconded to COMPANY from his or her start date until the end of the his or her Secondment Period, subject to the preceding paragraph, except that Toppan reserves the right to end the Secondment Period of any Secondee in its sole discretion at any time by providing 30 days’ (unless agreed otherwise by the Parties) advance notice to COMPANY. The Parties shall discuss in good faith a replacement for the terminated Secondee, and if the Parties agree on the need for a replacement, and if Toppan has personnel who are appropriate for the position and whose secondment to COMPANY will not deprive Toppan of employees that it requires for its own operations, Toppan shall propose such personnel as a candidate of such replacement. If Toppan does not send a secondee to COMPANY, COMPANY may ask Toppan to cooperate in seeking a replacement from outside Toppan and Toppan shall provide such cooperation. Any Toppan employees who are seconded to COMPANY pursuant to this paragraph will be included in the definition of Secondees.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Transition Plan 1. A transition plan is a detailed description of the process of transferring enrollees from non-participating providers to the Health Plan's behavioral health care provider network to ensure optimal continuity of care. The transition plan shall include, but not be limited to, a timeline for transferring enrollees, description of provider clinical record transfers, scheduling of appointments, and proposed prescription drug protocols and claims approval for existing providers during the transition period. The Health Plan shall document its efforts relating to the transition plan in the enrollee’s clinical records.

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

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