7. Term. Your employment will have a term of either (i) eighteen (18) months from the closing date of the Transactions or (ii) until the recruitment of an individual to assume the CEO role, whichever is sooner, subject to earlier termination as provided in Section 9 below. Upon recruitment of a new CEO, you and the Board will consider a continuing role, such as Chief Strategy Officer or Chairman of the Scientific Advisory Board, with such new compensation and other terms to be mutually agreed upon between you and the Board.
8. Confidential Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s enclosed standard Confidential Information and Invention Assignment Agreement, a copy of which is attached hereto as Attachment A.
9. Employment Relationship. Your employment with the Company will be “at will,” meaning that either you or the Company (subject to the limitations set forth in Section 5.4(a) of the Company’s Investors’ Rights Agreement) may terminate your employment at any time and for any reason, with or without cause or notice. Upon termination of your employment, you will only be entitled to accrued but unpaid salary, vacation/PTO (if any) and any other wages and/or benefits that have accrued or otherwise been earned up through the date of such termination. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Board.
10. Outside Activities. While you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
11. Taxes, Withholding and Required Deductions. All forms of compensation referred to in this letter are subject to all applicable taxes, withholding and any other deductions required by applicable law.
12. Miscellaneous.
(a) Governing Law. The validity, interpretation, construction and performance of this letter, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of state of California, without giving effect to principles of conflicts of law.
(b) Entire Agreement. This letter sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof, including (without limitation) any employment agreement or offer letter entered into by and between you and the Company (or any predecessor to the Company).
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