Christopher Visioli
October 28, 2024
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involvement in a situation that brings you into public disrepute, or is demonstrably offensive to the community or any group within the community; (vii) your violation of any material term of this Letter or any other agreement with the Company or any of its subsidiaries, including, without limitation, the Confidentiality, Inventions Assignment, Non-Solicitation, and Non-Competition Agreement (as described below); ( viii) your willful violation of a material Company policy or a lawful direction from the Company; or (ix) your refusal to fully participate in a Company investigation. For purposes of this Letter, “Good Reason” means the occurrence of any of the following events, without your written consent, unless such event has been cured by the Company within thirty (30) days following written notice by you to the Company of the occurrence of such event: (i) a diminution in your Base Salary; (ii) a material diminution in your authority, duties or responsibilities; or (iii) a material breach by the Company of any provisions of this Letter. Notwithstanding the foregoing, you shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 45 days after the first occurrence of such circumstances, and actually terminate employment within 30 days following the expiration of the Company’s 30-day cure period described above; otherwise, any claims of such circumstances constituting Good Reason shall be deemed irrevocably waived by you.
e. You will, at all times, be subject to the Company’s policies and procedures and must adhere to those policies and procedures, including as set forth in the Company’s Employee Handbook and including, without limitation, those pertaining to confidentiality and standards of conduct. The Company reserves the right to amend its policies, procedures and practices at any time.
5. Contingencies. Your offer of employment is contingent on the following: (i) verification of your right to work in the United States within 72 hours of your date of hire; and (ii) satisfactory completion of a pre-employment screening.
6. Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to the conflicts of laws provisions thereof. You hereby agree that venue for any dispute related to this Letter, your application for employment, employment, or termination of employment with the Company, will be in a court of competent jurisdiction in Essex County, New Jersey. You further waive objection to the jurisdiction or to the laying of venue in any such court.
7. Entire Agreement. Together with the Confidentiality, Inventions Assignment, Non-Solicitation, and Non-Competition Agreement you signed on September 27, 2024, this Letter contains the entire agreement and understanding between you and the Company and supersedes any prior or contemporaneous agreements, understandings, or communications between you and the Company (oral or written). As of the Start Date, this Letter shall replace in its entirety the offer letter entered between you and the Company dated September 27, 2024. The terms of your employment may be amended in the future, but only by a written amendment to this Letter signed by a duly authorized representative of the Company. You acknowledge and agree that in executing this Letter you have not relied on any statement or representation not contained in this Letter.
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