By signing below, you represent that your performance of services to the Company will not violate any duty which you may have to any other person or entity (such as a present or former employer), including obligations concerning providing services (whether or not competitive) to others, confidentiality of proprietary information and assignment of inventions, ideas, patents or copyrights, and you agree that you will not do anything in the performance of services hereunder that would violate any such duty.
Notwithstanding any other provision of this offer letter, your employment with the Company is “at will.” This means that it is not for any specified period of time and can be terminated by you or by the Company at any time, with or without advance notice, and for any or no particular reason or Cause (as defined below). It also means that your job duties, title and responsibility and reporting level, work schedule, compensation and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company.
Any voluntary termination of your employment by you shall be communicated by a written notice to the Company specifying a date of termination (“Notice of Termination”); provided, however, that the Company may, in its sole discretion, change the date of termination to any date that occurs on or following the date of the Notice of Termination and is prior to the date specified in such Notice of Termination. In the event that your employment is terminated by the Company without Cause (as defined below), the Company shall notify you of such termination in writing.
If your employment is terminated by the Company without Cause (as defined below) or due to your resignation for Good Reason (as defined below) and you execute and do not revoke, within sixty (60) days following the date of your employment termination or resignation (the “Release Date”), a release of known and unknown claims in substantially the form that is attached to this offer letter as Exhibit D (the “Release”), and further provided that you are in continued compliance with your obligations under the Employee Proprietary Information and Inventions Assignment Agreement, you will be entitled to receive, in addition to any earned but unpaid base-salary (which amount shall be payable), (i) an amount equal to six (6) months of your then-current base salary, subject to applicable tax withholding and payable as a single lump sum within ten (10) days following the Release Date (the “Separation Payment”), (ii) any unpaid annual bonus amount that was earned by you with respect to the calendar year ended prior to the termination of your employment, as determined by the Board of Directors, subject to applicable tax withholding and payable substantially at the same time as other annual bonuses are paid to then-current members of the Company’s leadership team (but in any event no later than June 30 of the applicable year) (the “Bonus Payment”), and (iii) if you timely elect to continue participating in the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay the COBRA premium continued coverage for you and your spouse or dependents who were covered under the Company’s group health plans as of your termination date for a period beginning on first day of the first month following your termination date and continuing until the earliest of the (a) the date that is six (6) months after your termination date, (b) the date that your or my covered spouse and/or dependents become no longer eligible for COBRA or (c) the date you are eligible for healthcare benefits through other employment; provided, however, that if the Company determines that it cannot provide the
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