If the terms of the employment contract condition severance payments on compliance with the non-disparagement clause or unequivocally state that a breach of the non-disparagement clause will result in a forfeiture of severance or other benefits- the clause is optimized if the payments or benefits paid out to the executive director are paid out over a period of time.

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"We've offered him a contract with a get-out clause if someone comes in for him, " Jones said.

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Options such as a buyout or sale of the partner's interest should be included in a buy- sell clause or, if complex, in a separate agreement.

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It said that if the stand-off was not serious enough to invoke the clause, then it was difficult to imagine what could, "short of all out war".

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But this time his company is too small to buy a titan like Merck, and the joint venture could discourage buyers:It contains a "poison pill" clause that gives Merck the right to buy Schering-Plough's share of the partnership if Schering-Plough is acquired.

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