signing bonus (less taxes withheld by the Company). The Company shall have a right to offset any such reimbursement against any sums it might otherwise owe to you in the event of such termination. For purposes of this offer letter, “Cause” shall have the meaning set forth in the Severance and CIC Agreement.
2. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits to the extent that you comply with the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or without notice. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.
3. Equity. Subject to the approval of the Board or its Compensation Committee, you will be granted 150,000 restricted stock units to acquire shares of the Company’s common stock (“RSUs”). 1/3rd (50,000) of the RSUs will vest on the first anniversary of the Effective Date, and the remaining 2/3rds (100,000) of the RSUs will vest in eight equal installments of 12,500 each on each quarterly anniversary thereafter, in each case, subject to your continuing to provide services to the Company through such dates. The RSUs will be subject to the terms and conditions applicable to RSUs granted under the Company’s 2013 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable restricted stock unit agreement. Executive will also be eligible for an additional equity award in the amount of 287,000 performance share units to acquire shares of the Company’s common stock that will vest up to 1/3rd per year over a three-year period commencing January 1, 2022 and ending December 31, 2024, upon the achievement of performance criteria to be mutually established by you and the Compensation Committee (“PSUs”), with the specific terms of vesting of such PSUs, to be determined at the discretion and recommendation of the Compensation Committee and approval of the Board. Further, you will be eligible for an additional award of up to 25,000 PSUs per calendar year, for 2022, 2023 and 2024, respectively, based on outperformance per calendar year, as determined by the Compensation Committee and approval of the Board.
In addition to the RSUs and PSUs, you will be granted an option to purchase 300,000 shares of the Company’s common stock (the “Option”). The exercise price of the Option shall be the fair market value of the Company’s common stock on the date of grant and shall vest 50% (150,000) on the second anniversary of the Effective Date, 25% (75,000) on the third anniversary of the Effective Date and 25% (75,000) on the fourth anniversary of the Effective Date, respectively, in each case, subject to your continuing to provide services to the Company through such dates.
4. Confidential Information and Invention Assignment Agreement. You hereby acknowledge that you will continue to be bound by the Company Confidential Information and Invention Assignment Agreement between you and the Company.
5. No Conflicting Obligations. You represent and warrant to the Company that you are under no obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations under this offer letter. You shall not use or disclose, in connection with your employment, any trade secrets or other proprietary information or intellectual property in which you or any other person has any right, title or interest and you confirm that your employment with the Company does not infringe or violate the rights of any other person.
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