month period. The Company shall have the right, in its discretion, to ask that you cease work during all or part of the notice period set forth above. Notwithstanding the foregoing, the Company shall be entitled to terminate your employment with immediate effect and without any prior notice for Cause. For the purpose hereof, (i) “Cause” shall exist in case of (a) your conviction of, or plea of “guilty” or nolo contendere to a felony or any crime involving moral turpitude, (b) your willful misconduct with regard to your essential duties or responsibilities in regard to the business, assets or employees of the Company, (c) your indictment or conviction of a crime of theft, embezzlement, dishonesty or fraud with regard to the Company, (d) any other material breach by you of this offer letter or your non- disclosure, non-compete or invention assignment agreement, and/or (e) any material breach of your duties, provided, however, that in the case of clauses (b), (d) or (e) no such breach or conduct shall constitute Cause unless the Company first provides you with written notice of such breach or conduct and, to the extent curable, is cured within 15 days of such notice; and (ii) “Good Reason” shall mean any of the following events that remain uncured for a period of thirty days following your written notice of such event to the Company, provided by you to the Company within ninety (90) days of the occurrence of such event in each case without your express written consent : (a) a material diminution in your position, title, authority, duties or responsibilities as Chief Financial Officer of the Company (following your appointment to such position), without your prior written consent (other than a change effected in connection with the integration of the operations of the Company into the operations of any acquirer in connection with a sale event in which there is no material adverse change in your authorities, duties and responsibilities following such sale event); (b) a reduction in your base salary or bonus opportunity other than a reduction in base salary or bonus opportunity that shall not exceed 15% in the aggregate, that also is applied to substantially all of Parent’s other senior executive officers, (c) an involuntary relocation of your then current principal place of business to a location more than thirty-five (35) miles from your then current principal place of business, (d) any other action or inaction that constitutes a material breach by the Company or Parent of this agreement, (e) the compensation committee fails to approve the grant of equity described in this agreement within forty- five (45) days of Start Date set forth in paragraph 2 or (f) Parent’s failure to appoint you as its Chief Financial Officer by March 31, 2023. Payment made by the Company during the period as aforesaid shall be subject to your execution and non-revocation of a general release of claims against the Company in the form attached as Appendix A hereto.
| 7. | Confidentiality: Both during and after your employment, you have a personal responsibility to protect and maintain the confidentiality of information belonging or relating to Payoneer, its affiliates and their clients. Accordingly, you must not, except in the proper performance of your job duties or as required by law, use or exploit, or disseminate, disclose or divulge to any firm, corporation, association or other business entity any proprietary or confidential information in whatever form in which you may have acquired it in the course of your employment concerning the business, affairs, finances, clients, or relationships of Payoneer or its affiliates, or any of its or their suppliers, agents or clients. You must use your best efforts to prevent the unauthorized publication or disclosure of any such confidential or proprietary information. This obligation will continue after your employment ends, unless and until any such information comes into the public domain (other than through any breach by you). You acknowledge that the use and distribution of information learned in the course of your employment could contravene applicable law and regulations. Confidential information includes all information that reasonably would be regarded as confidential (including without limitation, customer names, customer contact details, customer financial information, sales and marketing plans, business plans of Payoneer or its affiliates or any documents or information marked as confidential). When you leave the Company’s employment you must return: (i) all items of Payoneer property, including but not limited to all Payoneer confidential information (including copies), smartphones, building or office access cards, keys, computer equipment, files, documents, records, software and databases; and (ii) any other information in your possession which relates to the Company’s clients or business. If | |
