Michael Qualantone
April 1, 2019
Page 3
For the purpose of this agreement, "Cause" shall mean: (i) willful and continued failure to adequately perform substantially all of your duties; (ii) your failure to devote substantially all of your business time exclusively to the performance of your duties for GBT (subject to the ability to engage in activities in accordance with applicable policies); (iii) willful misconduct; (iv) unlawful use of a controlled substance; (v) conviction of, or entry of a plea of guilty or no contest to, any felony or any crime involving dishonesty, theft, moral turpitude, breach of trust or breach of a fiduciary duty or their equivalent under local law; (vi) engagement in an act or omission that is detrimental to the business or reputational interests of GBT, including but not limited to an act of fraud, embezzlement, theft or dishonesty, whether in the past or future (including any such acts occurring prior to the commencement of employment); (vii) habitual or gross negligence in the performance of your duties; (viii) material or repeated violation of any policy or practice adopted by GBT or one of its affiliates applicable to you, including but not limited to any applicable code of conduct; or (ix) violation of any GBT detrimental conduct provision.
For purposes of this letter, "Good Reason" shall mean any of the following occurring without your written consent: (i) a material reduction by GBT of your annual base salary (other than pursuant to an across the board reduction similarly affecting other senior executives within GBT); (H) a material reduction by GBT of your job responsibilities and title; (Hi) a willful failure by GBT to pay compensation that is due and owing. Notwithstanding the foregoing, Good Reason shall not exist unless within 30 days of the occurrence claimed to constitute Good Reason you have provided GBT with written notice setting forth in reasonable detail the facts and circumstances claimed to constitute Good Reason, and affording GBT 30 days in which to cure the alleged occurrence.
qCompliance with Policies
In the course of your continued employment, you will be expected to acknowledge and comply with the GBT Code of Conduct and such other policies as GBT may adopt and issue from time to time. It is your responsibility to read and understand these policies and, if you have any questions now or in the future, it is your responsibility to make the appropriate inquiries.
qEmployment At Will, Entire Agreement and No Conflicts
This letter is not intended nor should it be considered as an employment contract for a definite or indefinite period of time. Employment with GBT is at will, and either you or the Company may terminate employment at any time, for any reason, with or without cause or notice. In addition, by signing this letter, you acknowledge that this letter, along with the GBT employment documents you have signed, including your employment application, the Arbitration Policy, and the Management Incentive Plan, set