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You acknowledge your obligations to comply with the Company’s policies and procedures, including any Code of Conduct or Ethics and other compliance guidelines as may be in effect from time to time. Under the Immigration Reform and Control Act of 1986, you must provide proof of your identity and eligibility to work in the United States at the time of commencement of your employment.
The parties hereto acknowledge and agree that this offer letter and the payments and benefits herein, are intended to comply with, or be exempt from, Section 409A of the Code and shall be interpreted accordingly. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on you as a result of Section 409A of the Code. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this offer letter shall be treated as a right to receive a series of separate and distinct payments. lf you are a “specified employee” (within the meaning of Code Section 409A) as of your separation from service (within the meaning of Code Section 409A), payment of any amounts under this offer letter (or under any severance arrangement pursuant to this offer letter) which the Company determines constitute the payment of nonqualified deferred compensation (within the meaning of Code Section 409A) and which would otherwise be paid upon your separation from service shall not be paid before the date that is six months after the date of your separation from service and any amounts that cannot be paid by reason of this limitation shall be accumulated and paid on the first day of the seventh month following the date of your separation from service (within the meaning of Code Section 409A).
You will keep confidential and not disclose to any person other than your spouse, your accountant, your financial advisor and your lawyer the economic provisions of your employment arrangements.
By agreeing below, you represent and warrant to the Company that you have no restrictions on your activities from current or former employers (other than confidentiality) that would limit you joining the Company or in the performance of your duties for it.
You agree that the rights and obligations of the Company in connection with your employment may be assigned by the Company at its discretion to any other entity.
Any notices in connection with the terms of this letter shall be made to you at the address listed above unless you provide an updated address subsequent to your execution of this letter. Any notices due to the Company shall be made in writing, addressed to President, Centrexion Corporation, at the Company’s headquarters.
You and the Company agree that the terms of this letter shall be construed in accordance with Maryland law, exclusive of its conflicts of laws provision, and that any disputes relating to the terms of this letter or to your employment with the Company shall be resolved exclusively in either the Courts of the State of Maryland or the United States District Court for the District of Maryland. You hereby consent to the personal jurisdiction of those courts and waive any argument as to inconvenient forum.
509 S. Exeter Avenue Suite 202, Baltimore, Maryland 21202: (410)522-8701
www. centrexion.com