to the termination of your Continuous Service. Periodically, you are required to be onsite at Scilex Holding offices as needed.
You will be eligible to participate in the Company’s comprehensive benefits (subject to meeting the eligibility requirements set forth in individual plan documents), which includes: Flexible PTO as detailed in our Employee Handbook, company paid holidays, a matching retirement plan (401k), life and AD&D, long-term disability, and a flexible reimbursement plan. For the term life insurance coverage, the Company will pay for your premium of $500,000 coverage at the expense of the company.
Medical, dental, vision insurance coverage is available the first of the month after your start date. Long-term disability coverage begins the first of the month after 90 days of service.
As an employer, Scilex Holding requires its employees to maintain high standards of ethics and professionalism, and we specifically require the protection of proprietary information. As a condition of employment, you will be required to sign our standard employment, Proprietary Information and Inventions Agreement.
As per state law, your employment at Scilex Holding is “at will.” This means that the terms and conditions of employment may be changed by you or Scilex Holding, with or without cause and with or without notice, including but not limited to, promotion, transfer, compensation, benefits, duties and location of work, demotion or termination. Any modifications to this “at-will” term of your employment must be in writing and signed by you and by either the Chief Executive Officer or Executive Chairperson of Scilex Holding.
However, in the event that the Company terminates your employment other than for Cause or you resign from your employment with the Company for Good Reason, subject to your execution and delivery to the Company of a full and complete release of any and all claims in a form prescribed by the Company, which shall become effective and irrevocable within sixty (60) days after your termination of employment with the Company, and so long as you have not been offered a Full Compensation Sorrento Position (defined below), the Company will continue to pay your base salary for a period of twelve (12) months at your then-current rate (such payments, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s standard payroll practices and shall commence on the first regularly scheduled payroll date following the date that is sixty (60) days after your termination date (with amounts that otherwise would be paid before that time accruing and paid on that date). For purposes of the foregoing, a “Full Compensation Sorrento Position” means a full-time position at Sorrento with a base salary and annual bonus potential of not less than the combined base salary and target bonus you are receiving from both the Company and Sorrento, if any, as of immediately prior to the termination of your employment.
For purposes of this letter, “Cause” means the occurrence of any of the following events: (i) your theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or intentional falsification of any documents or records of the Company or its affiliates; (ii) your material failure to abide by the Company’s Code of Business Conduct and Ethics or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct and policies of any affiliate of the Company, as applicable); (iii) your unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its affiliates (including, without limitation, your improper use or disclosure of confidential or proprietary information of the Company or its affiliates); (iv) any intentional act by you which has a material detrimental effect on the reputation or business of the Company or its affiliates; (v) your
