4.You may continue to participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. The benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit programs, may be changed by the Company at any time without advance notice (other than as required by such programs or under law).
5.You are eligible for unlimited Paid Time Off (PTO) to be taken at such times as will not materially interfere with the performance of your duties. PTO does not accrue and there is no accrual and no carry forward.
6.You were previously granted stock options and restricted stock units by the Company (the “Prior Equity Awards”). The Prior Equity Awards will continue to be subject to the terms and conditions of all written agreements governing the Prior Equity Awards. In addition, we will recommend to the Board that you be granted an additional option to purchase up to 53,433 shares of common stock of the Company under the Company’s 2021 Equity Incentive Plan at the fair market value of the Company’s common stock, as determined by the Board on the date the Board approves such grant. The shares subject to the additional stock option will vest at the rate of 25% on the first anniversary of the Effective Date, and an additional 1/48th per month thereafter, for so long as you remain employed by the Company through each vesting date.
7.You will be eligible to receive severance benefits in accordance with the Change in Control and Severance Agreement attached as Exhibit A, which shall supersede and replace in its entirety the Change in Control and Severance Agreement that you entered into with the Company June 24, 2021.
8.You have previously entered into a Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement with the Company, attached as Exhibit B (“Proprietary Information Agreement”), which shall continue to remain in full force and effect.
9.To the fullest extent permitted by law, you and the Company agree to submit to mandatory binding arbitration, governed by the Federal Arbitration Act (the “FAA”), any and all claims arising out of or related to your employment with the Company and the termination thereof, whether arising prior, on or subsequent to the date of this Amendment, including, but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interest in the Company, discrimination and/or harassment based upon any federal, state or local ordinance, statute, regulation or constitutional provision, including, but not limited to, claims for age, race, sex, national origin, color, and/or disability discrimination, harassment, sexual harassment, and/or any form of retaliation, except that each party may, at its, his or her option, seek injunctive relief in court related to violations of your non-competition and/or non-solicitation obligations in any agreements between you and the Company, if applicable, and/or the improper use, disclosure or misappropriation of a party’s private, proprietary, confidential or trade secret information (collectively, “Arbitrable Claims”). Further, to the fullest extent permitted by law, you and the Company agree that no class or collective actions can be asserted in arbitration or otherwise. All claims, whether in arbitration or otherwise, must be brought solely in your or the Company’s individual capacity, and not as a plaintiff or class member in any purported class or collective proceeding.
