6.Employee Benefits. During the Term, you may be eligible to participate in or receive certain benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans. You are not entitled to severance pay or benefits in connection with the ending of your employment.
7.At-will Employment. At all times your employment is “at will,” meaning you or the Company may terminate it at any time. In the event of the ending of your employment for any reason, the Company shall pay you (i) any Base Salary earned through the Date of Employment Termination, unpaid expense reimbursements on or before the time required by law but in no event more than 30 days after the Date of Employment Termination; and (ii) any vested benefits you may have under any employee benefit plan of the Company through the Date of Employment Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”). Other than the Accrued Obligations, you will not be entitled to any compensation from the Company in connection with the ending of your employment.
8.Restricted Activities. You agree to enter into the Company’s confidentiality, assignment of inventions and other restrictive covenants agreements consistent with the requirements imposed on the Company’s other executive-level employees (the “Restrictive Covenant Agreement”).
9.Withholding. All payments made by the Company to you under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.
10.Entire Agreement. This Agreement, together with the Restrictive Covenant Agreement, constitutes the complete agreement between you and the Company, contains all of the terms of your employment with the Company and supersedes any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company related to the terms and conditions of your employment as Interim CEO.
11.Assignment. Neither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without your consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon you and the Company, and each of your and its respective successors, executors, administrators, heirs and permitted assigns.
12.Other Terms. As with any employee, you must submit satisfactory proof of your identity and your legal authorization to work in the United States. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
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