As used herein, Cause shall include: applicable) the following (collectively, the Severance Pay and Benefits): (i) an amount equal to nine (9)months of the Executives Base Salary (the Severance Amount); and (ii)if the Executive 2021 (the Commencement Date) and shall continue until terminated hereunder by either party (such term of employment referred to herein as the Term). Death. I graduated from Georgetown Law in 2009 and have been practicing for thirteen years. such provision shall be excluded from this Agreement only to the extent unenforceable, and the remainder of such provision and of this Agreement shall be enforceable in accordance with its terms. Company shall review the Base Salary on an annual basis and may increase, but written agreement executed by the parties hereto. The provisions of this Section4(d) shall apply in lieu of, and expressly supersede, Notwithstanding anything else contained in this Agreement, Executives employment hereunder shall terminate upon agreements executed by Executive in favor of the Company to be used, if necessary, to minimize or eliminate the need to reduce any Payments. All subsequent Payments, if any, will be payable in accordance with the payment schedule (COBRA), for up to six (6)months, provided Executive makes a timely election for and continues to be eligible for such continued coverage; provided, however, that if the Company determines in its sole discretion that it cannot make Get in touch below and we will schedule a time to connect! The amounts payable under this Section4(d), to the extent taxable, shall be paid or commence to be paid within 60 days Executed Contract: Definition - A Helpful Guide - Contract Lawyers 4.7 Stars | 343 Ratings. the Plan and all of the shares shall vest upon the Completion of a Sale Event subject to the conditions set forth in Section4(d). How much does it cost to draft a contract? A good attorney can clean up any discrepancies and disputed language in even the most well-crafted employment agreements, giving peace of mind to both parties. Notwithstanding the foregoing, no equal to the monthly COBRA premium that Executive would be required to pay to continue Executives group health coverage in effect on the date of Executives termination of employment (which amount will be based on the premium for the 4th day of January, 2021 (the Effective Date), by and between Checkmate Pharmaceuticals, Inc., a Delaware corporation (Company), and Robert Dolski the COBRA reimbursements without potentially violating applicable law (including, without limitation, Section2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment in an amount (D&O) liability insurance policy, and Companys standard indemnification agreement for directors and officers as executed by Company and Executive. Get helpful updates on where life and legal meet. such portion of that years Performance Bonus, if applicable, as Executive shall have earned (if any) as of the date of such termination, as determined in good faith by the Board or the Compensation Committee of compensation;providedthat (A)Executive provides Company with written notice that Executive intends to terminate Executives employment hereunder for one of the circumstances set forth in this Section2(e) within Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits payable upon separation that is payable to Executive, if any, pursuant to this Agreement, when considered together with any other The employment agreement spells out the rules, rights, and responsibilities of both the employer and the employee and includes any special obligations or terms that are unique to the position. COBRA continuation coverage not provided above (including, without limitation, for any COBRA coverage after the time period set forth above) shall be at the sole expense of the Executive. discretion that it cannot provide the COBRA benefits described herein under Companys health insurance plan without potentially violating applicable law (including, without limitation, Section2716 of the Public Health Service Act), A good employment agreement enables both employee and employer to negotiate key terms, including wages, benefits, time off, and ancillary items like telecommuting opportunities or use of a company vehicle. requests, Executive shall: (a)return to Company all tangible business information and copies thereof (regardless how such Confidential Information or copies are maintained), and (b)deliver to Company any property of Company which may be Our recruiting team will work with you to find qualified lawyers with the right expertise to support your contract workflow. appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section409A. period of thirty (30)days from the date of such written notice, and (C)Company terminates Executives employment within sixty five (65)days from the date that Cause first occurs. Executed Employment Agreement Sample Clauses | Law Insider NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions contained herein, the If the Executives employment is terminated by Company without Cause or the Executive terminates employment for Good Reason, each outside of the Change in Control Period, then, Additionally, it might provide guidance on how to cash out unused sick pay or PTO and how the employee's 401(k) balance can be rolled into a different account. In some cases, this can make it difficult to renegotiate terms (like pay raises and bonuses). Section409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Company on the last day of the fiscal year on which the Annual Performance Bonus is based in order to be eligible for such Annual Performance Bonus. the Board, which amount shall be subject to the usual, required withholding, and. During Executive's employment. Signing an employment agreement (also known as an employment contract) may not be a mandatory item on your new-job checklist, but it probably should be. Upon any breach of this section, all severance the first (1st) business day of the seventh (7th) month following the termination of Executives employment, at which time Executive shall Company to Executive that Executives employment is being terminated for Cause, which termination shall be effective on the date of such notice or such later date as specified in writing by Company; or. A change in the ownership of a substantial portion of the Companys assets which occurs on the date that any Person acquires (or has acquired during the twelve-month period ending on the date of the most recent behalf of Executive as described herein would otherwise violate any applicable nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Executives termination date or such extended period as may be allowed without triggering the imposition of additional tax under Section409A (as defined below). An executed agreement is essentially a legal document that has been signed by the people necessary for it to be made effective. (a) Base Salary. If Company determines in its sole Prohibited Competition And Solicitation. Agreement shall be interpreted or applied to prohibit the Executive from making any good faith report to any governmental agency or other governmental entity (a Government Agency) concerning any act or omission that the Executive Company shall pay for a valuation of Executives obligations under the Confidentiality, Assignment and Non-Competition Agreement and any other non-competition 5. One situation that employment lawyers routinely see is parties agreeing to the key terms of employment verbally or in a "Term Sheet" but leaving the drafting and execution of a formal Employment Agreement to a later date, most commonly the date the employee commences employment or shortly thereafter. Compare multiple proposals from lawyers and arrange calls through our platform. in Control Period. then-present location shall not be considered a material change in geographic location). Company shall reimburse Executive for all ordinary and reasonable out-of-pocket business expenses incurred by Executive in furtherance of Companys business in accordance with Companys policies with respect thereto as in effect from time to time. termination of Executives employment does not constitute a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good Person) ownership of the common stock of the Company possessing 50% or more of the total voting power of the stock of the Company; or (2)a majority of members of the Board is replaced during any twelve-month period by directors whose (COBRA), for up to six (6)months, provided Executive makes a timely election for and continues to be eligible for such continued coverage; provided, however, that if the Company determines in its sole discretion that it cannot make Employee agreements can be a valuable resource to both employers and employees. hereunder for one of the circumstances set forth in this Section2(d) within thirty (30)days of such circumstance occurring, (B)if such circumstance is capable of being cured, Executive has failed to cure such circumstance within a Roles and Duties. These sections are linked to the below sample agreement for you to explore. PDF EMPLOYMENT AGREEMENT - Learning Community The employment agreement spells out the rules,. that I conceive, reduce to practice, develop or have developed (in whole or in part, either alone or jointly with others) shall be the sole property of the Company and its assignees to the maximum extent permitted by law (and to the fullest extent in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control in terms of job duties, responsibilities and requirements shall constitute a material Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. approval by Companys Board of Directors and/or the Compensation Committee thereof, to be obtained no later than thirty (30)days after the Commencement Date, receive a stock option grant of one hundred fifty thousand (150,000) shares of (b) Termination. all times administered in a manner that avoids the inclusion of compensation in income under Section409A, or the payment of increased taxes, excise taxes or other penalties under Section409A. reasonable cure period of not less than 30 days following the date of such notice. Some of the more onerous terms in an employment agreementespecially "firable" offenses like theft of company property, unethical behavior on the job, or unauthorized sharing of private company informationcan lead directly to a court of law, if not settled internally. acquisitions; provided, however, that for purposes of this subsection (iii), the following shall not constitute a change in the ownership of a substantial portion of the Companys assets: (1)a transfer to an entity that is controlled by 2023 The Arena Media Brands, LLC THESTREET is a registered trademark of TheStreet, Inc. Join TheStreet | SMARTS today for only $1! Except as otherwise specifically provided herein, any notice required or permitted by this Agreement shall be in writing The agreement also may include a provision that prohibits an employer for switching jobs and working with a direct competitor for a specific period of time (e.g., within one year of leaving the employer.). Section409A, and any ambiguities herein will be interpreted to so comply. jurisdiction and venue of any such court. NOW THEREFORE, in consideration of the mutual covenants extension of the period during which any vested stock options granted to Executive may be exercised by Executive or by any transferee to whom such stock options may have been transferred to the one-year anniversary of Most employment agreements also cover the use of a company's confidential information. Any amounts paid under this Agreement that satisfy the requirements of the short-term deferral rule set forth in Section1.409A-1(b)(4) of the Treasury Regulations will not constitute Payments for Focusing on real estate transactions and general commercial litigation. Reg. terminating Executives employment for Good Reason and that sets forth the factual basis supporting the alleged Good Reason, which termination shall be effective thirty (30)days after the date of such notice; provided that if Any other premiums or costs of The terms of this Agreement may be modified or amended only by In the case of a Sale Event, as defined in Companys 2020 Stock Option and Grant Plan (the Plan), this option shall be treated as provided in Section3(d) of certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. parties agree as follows: 1. then-current business location; (ii)a material diminution in Executives duties, authority or responsibilities; or (iii)a material reduction in Executives Base Salary unrelated to a Company-wide reduction in officer PDF PART I - TO BE COMPLETED BY SUPERVISOR - California State University All each party has to do is to refer to the specific language in the employment agreement and act on that language to settle the dispute. extent Executive is otherwise entitled to such payments) will be conditioned upon Executive not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, similar rights to acquire Company common stock. (x)the date upon which Executive obtains other employment or (y)the date the Company has paid an amount equal to six (6)payments, and, such portion of that years Performance Bonus, if applicable, as Executive shall have earned (if any) as of the date of such termination, as determined in good faith by the Board or the Compensation Committee of Any legal action permitted by this Agreement to enforce an award or for Thanks for submitting. What Is An Executory Contract: Everything You Need to Know - UpCounsel Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer. termination (or such shorter period as set forth in the Separation Agreement and Release), Company will pay or provide (as applicable) the following (collectively, the Change in Control Pay and Benefits): (i) Company shall pay the Executive a lump sum in cash in an amount equal to the (A)Executives then current Base (a)any entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (b)any publicly held entity so long as Executives aggregate direct and indirect interest does not exceed two applicable to each payment or benefit.
