[{"id":"3f50eb01-e7e7-4f96-aca3-825b5522d7e1","order":1,"text":"EMPLOYEE RELOCATION AND REPAYMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7322cc13-dada-4353-a741-4174f6d3f14b","order":2,"text":"A separate agreement concerning relocation assistance and its repayment","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"3f6dbc52-03a7-48d4-997e-ad02a32038de","order":3,"text":"This Employee Relocation and Repayment Agreement (this \"Agreement\") is made and entered into as of [Date of this Agreement] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"87578569-100f-4c98-8482-55f2c4ef4d25","order":4,"text":"[Company legal name], a [State of organization] corporation having its principal place of business at [Company address] (the \"Company\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"960a059f-ad31-4489-b9bb-000fc523c4c1","order":5,"text":"[Employee full legal name], an individual residing at [Employee home address] (the \"Employee\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"12760fee-5153-4435-9f26-3d4284526c06","order":6,"text":"The Company and the Employee are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4356f1c9-374d-4ddf-9688-5a7345879f04","order":7,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5c6065e-df16-434e-ab28-c07ca379a259","order":8,"text":"WHEREAS, the Company has agreed to provide, and the Employee has agreed to accept, financial assistance in connection with the commencement of the Employee's employment with the Company, which requires the Employee to relocate from [Current city and state] to [New city and state];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dd16760f-6bfa-4c0c-bc8e-a7fc68fafff6","order":9,"text":"WHEREAS, the Employee will serve the Company in the position of [Job title] at that new location;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d10fa3a0-54f0-479a-ae16-7a063d110918","order":10,"text":"WHEREAS, the relocation assistance described in this Agreement is offered at the Company's discretion, is not compensation earned for services already rendered, and is provided in reliance upon the Employee's undertaking to remain employed by the Company throughout the retention period set out below;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e648c4f8-547b-4543-95bb-f28414947c70","order":11,"text":"WHEREAS, this Agreement is a separate agreement, distinct from any offer letter, employment agreement or other contract governing the terms and conditions of the Employee's employment, and is not itself a contract of employment;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78d5108a-24eb-443c-93f3-b50be57a5b30","order":12,"text":"WHEREAS, the Employee has been advised of the right to consult an attorney and a tax adviser of the Employee's own choosing before signing this Agreement, and has been afforded a reasonable opportunity to do so;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"6a7f87da-f147-43a9-a35d-623eaf989456","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fdfdbd25-7805-467d-81fc-f2516f792154","order":14,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"c09bc10d-e454-47d1-b8fd-01720a086a7b","order":15,"text":"In this Agreement, the following capitalized terms have the meanings given below. Terms defined elsewhere in this Agreement have the meanings given where they appear.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b2aa0cd-44a1-46cd-8829-5dd88e210adc","order":16,"text":"\"Affiliate\" means any entity that controls, is controlled by, or is under common control with the Company, control meaning the direct or indirect ownership of more than fifty percent (50%) of the voting interests of an entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22e31a98-712e-4e9e-a3d4-4d68a9effe31","order":17,"text":"\"Business Day\" means any day other than a Saturday, a Sunday or a day on which banks in the state of the New Work Location are authorized or required by law to close.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a55af996-fabe-44d5-a06a-b6404c4b6f52","order":18,"text":"\"Cause\" means any of the following, as determined by the Company in good faith: the Employee's dishonesty, fraud, embezzlement or misappropriation of funds or property; the Employee's conviction of, or plea of guilty or no contest to, a felony or any crime involving moral turpitude; the Employee's material breach of this Agreement or of any written Company policy or agreement; the Employee's willful misconduct or gross negligence in the performance of duties; or the Employee's repeated refusal to perform the lawful duties of the position after written notice and a reasonable opportunity to cure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"53d335c1-b5ab-43ae-93f6-7ab7b2c87c4d","order":19,"text":"\"Eligible Expenses\" means the categories of relocation cost identified as such in the Section entitled \"Relocation Assistance\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1319cf65-7d5d-4861-b483-662b3516d63a","order":20,"text":"\"Former Work Location\" means [Current city and state].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"614894e5-717a-4bb5-9a6b-6ec777dffb12","order":21,"text":"\"Good Reason\" means, without the Employee's written consent, a material reduction in the Employee's base salary, a material diminution in the Employee's duties, authority or responsibilities, or a requirement that the Employee relocate the Employee's principal place of work more than fifty (50) miles from the New Work Location. The Employee may resign for Good Reason only if the Employee gives the Company written notice of the condition within thirty (30) days after it first arises, the Company fails to cure the condition within thirty (30) days after receiving that notice, and the Employee resigns within thirty (30) days after the end of the cure period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa6bf07a-0d94-4b29-9349-76ea7aa29487","order":22,"text":"\"Immediate Household\" means the Employee's spouse or domestic partner and any child or other dependent who resides with the Employee at the Former Work Location and who relocates with the Employee to the New Work Location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b533cd6-d9c0-49b3-8981-bbce83ecfddf","order":23,"text":"\"New Work Location\" means [New city and state], or such other location to which the Parties may subsequently agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3adecef-bf3c-4790-9f7e-6f7d71d394c4","order":24,"text":"\"Qualifying Separation\" means either the Employee's resignation from employment at the Employee's sole election, other than a resignation for Good Reason, or the termination of the Employee's employment by the Company for Cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64d8cc2b-4d96-42db-a509-3585bffc6e21","order":25,"text":"\"Relocation Amount\" means the aggregate gross amount actually paid by the Company under this Agreement in respect of the Employee's relocation, whether paid to the Employee or to a third party on the Employee's behalf, including any amount paid by the Company to offset the tax consequences of that assistance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"014521c9-fe5c-4d34-b66b-bb858901a4d4","order":26,"text":"\"Relocation Benefits\" means the relocation assistance that the Company agrees to provide under the Section entitled \"Relocation Assistance\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2bfd0a2c-3a70-4cd6-b92e-c72561a50a70","order":27,"text":"\"Repayment Amount\" means the amount that the Employee is required to repay to the Company, calculated in accordance with the Section entitled \"Calculation of the Repayment Amount\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b17321d2-902c-4c8b-8612-514774bad7bc","order":28,"text":"\"Retention Period\" means the period of [Number] consecutive months beginning on the Start Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94ad5781-8078-48c1-8bf5-e007073798ab","order":29,"text":"\"Separation Date\" means the last day on which the Employee is employed by the Company, regardless of the reason for or the manner of the separation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35d4b5f7-ae45-4502-b4cc-47e1a5c73be9","order":30,"text":"\"Start Date\" means [Start date], being the date on which the Employee is scheduled to begin work at the New Work Location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5169fd37-1246-481e-a4af-bf64308d6fcf","order":31,"text":"2. RELOCATION ASSISTANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"1a2526aa-f148-492d-a3d2-128b6ac7db15","order":32,"text":"Subject to the terms and conditions of this Agreement, the Company shall provide the Employee with relocation assistance in the form of a lump-sum relocation allowance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b580175-8c5d-42a2-9288-297ca101c45d","order":33,"text":"The lump-sum relocation allowance shall be in the gross amount of USD [Amount], payable through the Company's regular payroll within thirty (30) days after the later of the Effective Date and the Start Date, less all applicable withholdings and deductions. The Employee may apply the allowance to any relocation-related purpose and is not required to account to the Company for the manner in which it is used.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"a lump-sum relocation allowance","type":"add","operator":"="},{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"a lump-sum relocation allowance together with reimbursement of documented Eligible Expenses","type":"add","operator":"="}]},{"id":"17c77f80-3ce3-431c-8618-2215fb0ce46d","order":34,"text":"The Company shall reimburse the Employee for Eligible Expenses actually and reasonably incurred in connection with the relocation, up to an aggregate maximum of USD [Amount]. The Company has no obligation to reimburse any amount above that maximum, any expense that is not an Eligible Expense, or any expense that is not documented as required by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"reimbursement of documented Eligible Expenses","type":"add","operator":"="},{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"a lump-sum relocation allowance together with reimbursement of documented Eligible Expenses","type":"add","operator":"="}]},{"id":"bfa90a53-2a33-4f2c-a667-a84ad4508a4f","order":35,"text":"The following categories of relocation cost constitute Eligible Expenses for the purposes of this Agreement:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a48eb25f-53de-4a01-9eba-c81753e91a09","order":36,"text":"— Packing, transportation, in-transit insurance and unpacking of the Employee's household goods and personal effects, and the shipment of one privately owned motor vehicle.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"goods","type":"add","operator":"="}]},{"id":"01680742-48fc-46c1-9bfd-c5900ba2aac2","order":37,"text":"— Storage of household goods and personal effects in transit, for a period not exceeding sixty (60) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"storage","type":"add","operator":"="}]},{"id":"89f2e541-45d2-49af-917d-77490f1a0f23","order":38,"text":"— Temporary living accommodation at or near the New Work Location, for a period not exceeding sixty (60) days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"temporary","type":"add","operator":"="}]},{"id":"67639e19-2e28-4e22-adef-d6a543ef479b","order":39,"text":"— One house-hunting trip to the New Work Location for the Employee and one accompanying member of the Immediate Household, including reasonable travel, lodging and meals.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"househunt","type":"add","operator":"="}]},{"id":"438cdce6-fc83-43ad-9315-fd279ca35ece","order":40,"text":"— Final travel of the Employee and the Employee's Immediate Household from the Former Work Location to the New Work Location, by the most direct and economical route.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"travel","type":"add","operator":"="}]},{"id":"2a1e9619-e297-4505-a966-47a601aa862e","order":41,"text":"— Customary and reasonable closing costs, brokerage commissions and lease-termination charges incurred in disposing of the Employee's former residence and in acquiring or leasing a residence at or near the New Work Location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"home","type":"add","operator":"="}]},{"id":"8fa4ddcd-c8e9-45ba-b3af-52243e1d2288","order":42,"text":"— Reasonable costs of disconnecting and connecting utilities, and of transferring or obtaining any professional license required for the Employee's role at the New Work Location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"utilities","type":"add","operator":"="}]},{"id":"d12db6e8-3301-4d47-8856-38f3bf87fbc5","order":43,"text":"As of the Effective Date no standing category of Eligible Expense has been designated, and Eligible Expenses are limited to those approved by the Company in writing before the expense is incurred.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"goods","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"storage","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"temporary","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"househunt","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"travel","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"home","type":"remove","operator":"="},{"field":"c8850ce4-2733-4657-bc30-8e8e3aa46d13","value":"utilities","type":"remove","operator":"="}]},{"id":"86fc84eb-d5c5-4527-a8e4-6c10714669e0","order":44,"text":"The following are not Eligible Expenses and shall not be paid or reimbursed: any loss realized on the sale of a residence; mortgage prepayment penalties or interest rate buy-downs; duplicate housing costs beyond any period expressly covered above; costs attributable to any person other than the Employee and the Employee's Immediate Household; fines, penalties and traffic charges; and any expense of a personal nature not customarily incurred in connection with an employment-related relocation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"8"},{"id":"8dc374a6-f0c6-4057-b573-fae39e080513","order":45,"text":"The Company has no obligation to pay or reimburse any amount under this Agreement unless and until the Employee has signed and returned this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce0b4646-ab43-4a88-8ed4-2e376925bc68","order":46,"text":"3. CONDITIONS TO PAYMENT AND DOCUMENTATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"4cb8e664-61e1-4747-a7fb-4e8c30127a90","order":47,"text":"The Employee shall complete the relocation to the New Work Location on or before [Deadline date]. If the relocation is not completed by that date, the Company may, in its sole discretion, withdraw or reduce any Relocation Benefits not yet paid, and any amount already paid becomes repayable under the rule that the Section entitled \"Repayment Obligation\" lays down for a failure to relocate, unless the Company agrees otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"254f1114-c5b1-4e0a-a165-d84ce2203977","order":48,"text":"The Employee shall submit each request for reimbursement, together with receipts, invoices and such other supporting documentation as the Company may reasonably require, within [Number] days after the date on which the relevant expense is incurred. A request submitted after that period may be declined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"reimbursement of documented Eligible Expenses","type":"add","operator":"="},{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"a lump-sum relocation allowance together with reimbursement of documented Eligible Expenses","type":"add","operator":"="}]},{"id":"b7846e40-8944-4930-966d-8fbe977a4224","order":49,"text":"The Company shall pay each properly documented and approved reimbursement request within [Number] days after it is received, through payroll or accounts payable at the Company's election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"reimbursement of documented Eligible Expenses","type":"add","operator":"="},{"field":"2922a6b1-2803-441e-899c-f9117f730826","value":"a lump-sum relocation allowance together with reimbursement of documented Eligible Expenses","type":"add","operator":"="}]},{"id":"36c96ab2-2a7d-4188-b127-557d1e399718","order":50,"text":"The Employee shall use reasonable efforts to limit the cost of the relocation, shall obtain competitive quotations where the Company so requests, and shall use any vendor designated by the Company where the Company has arranged for the relevant services to be provided directly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"451595c8-78bf-41b9-8222-fd790f9bba86","order":51,"text":"The Employee shall cooperate reasonably with any relocation vendor engaged by the Company and shall provide such substantiation of the relocation and of the expenses incurred as the Company may reasonably request, both before and after the relocation is completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"621535bf-31e2-45f4-9d5c-fa1f8c40cc04","order":52,"text":"The Employee shall promptly repay to the Company any amount received in excess of the amounts properly payable under this Agreement, and any amount received in respect of an expense that is subsequently refunded, credited or otherwise reimbursed to the Employee by any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef994f5e-d492-4ef7-80a3-8cdfe65a6cfa","order":53,"text":"4. TAX TREATMENT AND WITHHOLDING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S04"},{"id":"004ae4c7-f134-4d1a-8999-f6924ec47c2a","order":54,"text":"The Employee acknowledges that, under federal law as in effect on the Effective Date, amounts paid or reimbursed by an employer in connection with an employee's relocation are treated as taxable compensation to the employee. The exclusion from gross income for qualified moving expense reimbursements under Section 132 of the Internal Revenue Code, and the individual deduction for moving expenses under Section 217 of that Code, were suspended in 2017 and were permanently repealed by legislation enacted in 2025, other than for members of the Armed Forces of the United States on active duty and certain members of the intelligence community who move pursuant to a qualifying change of station.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"48d70886-0f52-4bcc-b68c-dc92a9b90628","order":55,"text":"Accordingly, the Relocation Benefits shall be reported as wages on the Employee's Form W-2 and shall be subject to all applicable federal, state and local income tax withholding and to employment taxes. The Company may satisfy its withholding obligations by deducting the required amounts from the Relocation Benefits themselves or from any other compensation payable to the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6b5cc1ea-d09c-4958-a170-7db3f2e3a6a8","order":56,"text":"The Company is under no obligation to pay any tax gross-up in respect of the Relocation Benefits unless it has expressly agreed to do so in a separate writing signed by an authorized officer. Where the Company does pay such a gross-up, the amount of that gross-up forms part of the Relocation Amount for all purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"673587f8-ebbd-49aa-b4d4-318762950843","order":57,"text":"The Employee is solely responsible for the Employee's own tax position and has been advised to consult an independent tax adviser. The Company makes no representation or warranty as to the tax treatment of the Relocation Benefits or of any repayment made under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96106a36-9092-4fdf-9b01-98cbcb4e8e17","order":58,"text":"If the Employee repays all or part of the Relocation Amount in a calendar year later than the year in which it was paid, the Employee may be entitled to relief under Section 1341 of the Internal Revenue Code or to a deduction or credit under other applicable provisions. The Company shall, on the Employee's request, provide reasonable information concerning the amounts reported, but shall not be required to amend a Form W-2 issued for a prior calendar year to reflect the repayment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"894a0dfe-56bb-4e01-ae28-db72e7d953a0","order":59,"text":"If the Company waives or reduces a Repayment Amount that has already fallen due, the amount forgiven may itself be taxable income to the Employee and may have to be reported to the tax authorities. The Company shall report any such amount as required by law, and the Employee remains responsible for the tax arising on it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0acf42a8-c241-41a4-8045-1d82379093d9","order":60,"text":"The Parties intend that the Relocation Benefits be exempt from, or otherwise comply with, Section 409A of the Internal Revenue Code. Any reimbursement of Eligible Expenses shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred; the amount of expenses eligible for reimbursement in one taxable year shall not affect the amount eligible for reimbursement in any other taxable year; and the right to reimbursement is not subject to liquidation or exchange for another benefit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93ccb2a0-5b4d-48bb-90f6-5c75b21e5400","order":61,"text":"5. RETENTION PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"8d2631e2-beba-4115-8f98-f77556f88475","order":62,"text":"In consideration of the Relocation Benefits, the Employee agrees to remain continuously employed by the Company at the New Work Location, or at any other location to which the Company assigns the Employee, throughout the Retention Period, being the period of [Number] consecutive months beginning on the Start Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04527fb2-828e-420a-9108-95e22d6d1927","order":63,"text":"Periods of approved leave, including leave taken under the Family and Medical Leave Act, under any comparable state statute, or as a reasonable accommodation of a disability, count as periods of continuous employment for the purposes of the Retention Period and do not shorten it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b90e733-f224-440a-b46c-db2809293dcd","order":64,"text":"Nothing in this Section creates a contract of employment for a fixed term, guarantees employment for any period, or alters the at-will nature of the Employee's employment described in the Section entitled \"At-Will Employment\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"99fff90b-131c-4af5-b81b-9592c38d907c","order":65,"text":"6. REPAYMENT OBLIGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"9d88df02-c523-47a3-a2fe-6c1c416e321f","order":66,"text":"If the Employee's employment with the Company ends before the expiration of the Retention Period by reason of a Qualifying Separation, the Employee shall pay the Repayment Amount to the Company in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f3e8088-2226-45e4-8a22-c8c372611143","order":67,"text":"If the Employee fails to begin work at the New Work Location, fails to complete the relocation by the date set out in the Section entitled \"Conditions to Payment and Documentation\", or notifies the Company that the Employee will not relocate, the Repayment Amount is the entire Relocation Amount then paid, repayable in full and without proration, unless the failure is attributable to the Company or to a cause beyond the Employee's reasonable control. That obligation arises whether or not the Employee's employment ends, and is independent of any Qualifying Separation. Where the same facts would also give rise to a Qualifying Separation, this rule applies in place of the Repayment Amount and not in addition to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e22e3846-4742-4171-b082-bf18e9a0b40d","order":68,"text":"Each obligation created by this Section is a contractual debt owed by the Employee to the Company. It is not a penalty, a forfeiture, or a restraint on the Employee's ability to engage in any lawful profession, trade or business, and it does not restrict the Employee from working for any other person after the Separation Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18c8db93-49bc-40fe-ae31-039c5b23ed23","order":69,"text":"The Employee shall give the Company written notice of any resignation in accordance with the notice period stated in the Employee's offer letter or employment agreement or, if none is stated, at least two (2) weeks before the intended Separation Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad6a7cae-df38-4ee2-98d9-c9088b0e6963","order":70,"text":"7. CALCULATION OF THE REPAYMENT AMOUNT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"6b97de80-4ea8-4664-9f5f-ac70681d8245","order":71,"text":"Where the repayment is triggered by a Qualifying Separation, the Repayment Amount is calculated as at the Separation Date on the basis set out in this Section. In every case the Repayment Amount shall not exceed the Relocation Amount.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7e30016-d2c6-443c-b7d8-b06e1baa62c8","order":72,"text":"The Repayment Amount is equal to the Relocation Amount multiplied by a fraction, the numerator of which is the number of whole calendar months remaining in the Retention Period as at the Separation Date and the denominator of which is the total number of months in the Retention Period. Any partial month worked is treated as a whole month of service completed, so that the amount repayable decreases with each month of service. No amount is repayable once the Retention Period has been served in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4eb1add6-0b96-46a4-9119-a55c85c5b488","value":"monthly","type":"add","operator":"="}]},{"id":"8d974600-7573-44b1-aa70-3f27b8a1d8ff","order":73,"text":"If the Separation Date falls on or before the last day of month [Number] of the Retention Period, the Repayment Amount is one hundred percent (100%) of the Relocation Amount. If the Separation Date falls after that day but before the expiration of the Retention Period, the Repayment Amount is fifty percent (50%) of the Relocation Amount. No amount is repayable once the Retention Period has been served in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4eb1add6-0b96-46a4-9119-a55c85c5b488","value":"tier","type":"add","operator":"="}]},{"id":"c9106a1c-7b45-4433-afa8-3503642bd9b6","order":74,"text":"If the Separation Date falls at any time before the expiration of the Retention Period, the Repayment Amount is one hundred percent (100%) of the Relocation Amount. No amount is repayable once the Retention Period has been served in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4eb1add6-0b96-46a4-9119-a55c85c5b488","value":"full","type":"add","operator":"="}]},{"id":"c6f51ac5-4c01-4e88-88f2-720e9251051e","order":75,"text":"The Repayment Amount is calculated on the gross Relocation Amount, before any deduction for taxes withheld. The Employee acknowledges that the Company remitted the withheld amounts to the relevant taxing authorities on the Employee's behalf, and that the recovery of that tax is a matter between the Employee and those authorities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1d7f9e85-197a-434a-8611-a95fb83d81d1","value":"gross","type":"add","operator":"="}]},{"id":"b6385abc-8727-4c0d-b8c4-654eaac19d83","order":76,"text":"The Repayment Amount is calculated on the net amount actually received by or on behalf of the Employee, after deduction of the federal, state and local taxes withheld by the Company in respect of the Relocation Benefits. The Company shall, to the extent permitted by applicable law and by ordinary payroll practice, seek recovery of the corresponding withheld amounts from the relevant taxing authorities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1d7f9e85-197a-434a-8611-a95fb83d81d1","value":"net","type":"add","operator":"="}]},{"id":"9e561aae-cbc7-4588-ba25-6c37687f7e34","order":77,"text":"Within a reasonable time after the Separation Date, the Company shall give the Employee a written statement showing the Relocation Amount, the calculation of the Repayment Amount and the sum then outstanding, together with copies of the supporting records on which the calculation is based. The Employee may dispute the calculation by written notice given within thirty (30) days after receiving that statement, and the Parties shall then confer in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f93857b7-c4a6-4ca2-82da-2e74a59b6dcb","order":78,"text":"8. SEPARATIONS THAT DO NOT TRIGGER REPAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"e3b9cfe5-864d-4dea-b413-b960e47ff8e9","order":79,"text":"Where the Employee's employment ends for any of the following reasons, the separation is not a Qualifying Separation and no Repayment Amount is due: termination by the Company without Cause; the elimination of the Employee's position, a reduction in force, a plant closing or any other layoff; the Employee's resignation for Good Reason; the Employee's death; the Employee's total and permanent disability; the Employee's call-up to active military service; or the expiration of the Retention Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d85f7c2f-0c6a-44d0-9419-7f93ff63c3eb","order":80,"text":"No Repayment Amount is due where the Employee's separation results from the Company's material breach of this Agreement or of the terms on which the Employee was engaged, or from a material misrepresentation by the Company as to the duties, requirements or conditions of the position at the New Work Location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bd0b5dae-67c1-418d-8430-283d4f8a6684","order":81,"text":"A transfer of the Employee to another position with the Company or with any Affiliate of the Company, without an interruption in employment, is not a separation for the purposes of this Agreement, and the Retention Period continues to run.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4850a172-4806-4db6-bc57-a9bcf3df165a","order":82,"text":"No amount is repayable where requiring repayment would be unlawful, would penalize the Employee for exercising a right protected by law, or would operate as an unlawful restraint on the Employee's ability to work.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"30438e06-7cf9-4e24-958d-82f69f61590c","order":83,"text":"This Section limits the obligation that arises on a Qualifying Separation. It does not affect the Company's right to recover the Relocation Amount where the Employee fails to relocate, nor its right to recover an amount obtained on the basis of documentation that the Employee knew to be false.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39fd9235-9c4c-4596-8cf9-34e40838fab1","order":84,"text":"The Company may, in its sole discretion, waive or reduce any repayment obligation. A waiver must be in writing and signed by an authorized officer of the Company, and it applies only to the circumstances for which it is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c59298bb-24b6-44a6-bd54-2300fed383bf","order":85,"text":"9. TIME AND MANNER OF REPAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"f72b3005-2af2-420c-9265-f5bf9082e636","order":86,"text":"The Repayment Amount is due and payable within [Number] days after the Separation Date, by check, wire transfer or other immediately available funds to an account designated by the Company in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"104624a1-0c19-4ab2-bbbf-94d58d16d1c2","order":87,"text":"An amount that becomes repayable because the Employee failed to relocate, or because it was obtained on the basis of documentation that the Employee knew to be false, is due within the same number of days after the Company's written demand, there being no Separation Date from which to count.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8e76dd48-bb81-4ac3-8472-58963b4dc6b9","order":88,"text":"The Company may, in its sole discretion and on the Employee's written request, agree to accept the Repayment Amount in installments over a period that it determines. Any such arrangement must be recorded in a writing signed by both Parties and does not otherwise vary this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5981c85c-22d3-4b52-a53e-1e7fb8652391","order":89,"text":"The Employee may pay all or part of the Repayment Amount at any time before it falls due, without premium or penalty of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b40f4c7a-94c8-40b7-89bc-c33568411255","order":90,"text":"Any part of the Repayment Amount that remains unpaid after the due date bears simple interest at the rate of [Rate] percent per annum, or at the maximum rate permitted by applicable law if lower, from the due date until payment is made in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"remove","operator":"="}]},{"id":"1b442605-f4f7-42e7-9adf-557841d5d26b","order":91,"text":"The Company shall not commence proceedings to recover the Repayment Amount unless it has first given the Employee a written demand identifying the sum claimed and the basis of the calculation, and the Employee has failed to pay or to propose a reasonable payment arrangement within fifteen (15) days after receiving that demand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50a92887-9961-41f7-859d-c29d7296a482","order":92,"text":"The Company shall not sell, assign or otherwise transfer the repayment obligation to a debt collector or to any other third party, and shall not report it to a consumer reporting agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f370c123-7df4-4555-b7f7-db816a0cf9cd","order":93,"text":"If the Company is required to bring proceedings to recover the Repayment Amount, it is entitled to recover its reasonable attorneys' fees and costs of collection to the fullest extent permitted by applicable law. Nothing in this Section entitles the Company to recover fees or costs in connection with any claim by the Employee for unpaid wages.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c44dfcc1-5709-4d92-9c4d-70f213cf1d24","order":94,"text":"10. WAGE DEDUCTIONS AND STATE LAW LIMITATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"f5f14281-4afb-4d8c-829e-a14faf3b9a03","order":95,"text":"The Employee's obligation to repay under this Agreement is independent of the Company's obligation to pay all wages earned by the Employee. Nothing in this Agreement authorizes the Company to withhold, delay or reduce the payment of any wages, salary, commission, accrued vacation or other compensation that is due to the Employee under applicable law, or to delay the delivery of the Employee's final paycheck.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3e4e1f6-fcd4-49b6-b5e1-4526c860306e","order":96,"text":"To the extent, and only to the extent, permitted by the law of the state in which the Employee performs services, the Employee authorizes the Company to deduct all or part of the Repayment Amount from compensation otherwise payable to the Employee, including the final paycheck. This authorization is given voluntarily, may be revoked by the Employee at any time by written notice to the Company, and does not apply where the deduction would reduce the Employee's pay below the applicable minimum wage or would otherwise be unlawful.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7d7a7d6e-1e2f-495c-848d-d48ea9fb8944","value":"authorized","type":"add","operator":"="}]},{"id":"524c1c04-4315-4a1c-b62a-e9287a5e2de0","order":97,"text":"The Employee does not authorize any deduction from wages on account of the Repayment Amount. The Company shall recover any Repayment Amount solely by direct payment from the Employee or, if necessary, by an action for breach of contract, and shall make no deduction or set-off against the Employee's wages or final paycheck.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7d7a7d6e-1e2f-495c-848d-d48ea9fb8944","value":"notauthorized","type":"add","operator":"="}]},{"id":"3c4484fb-c0ca-4530-9ffa-9b564d2fe1fb","order":98,"text":"Any deduction that is not permitted by applicable law is of no effect, and the corresponding amount remains payable as an ordinary contractual debt.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9e589cd-8b03-4c7b-aa07-7d3bf45bd779","order":99,"text":"The Employee performs services primarily in California. The following provisions apply and, to the extent of any inconsistency, prevail over every other provision of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"4a9e7dd3-4ad2-4a2a-bf62-85f6fca6eed9","order":100,"text":"Section 221 of the California Labor Code makes it unlawful for an employer to collect or receive from an employee any part of wages previously paid to that employee, and Section 224 of that Code permits a deduction only where the employer is required or empowered to make it by state or federal law, or where the deduction is expressly authorized in writing to cover insurance premiums, hospital or medical dues or similar items. The Company shall accordingly make no deduction or set-off against any wages due to the Employee, including the final paycheck, on account of the Repayment Amount, notwithstanding any authorization given elsewhere in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"11a5947c-a5a1-41f4-b97c-ddff97961245","order":101,"text":"The Repayment Amount bears no interest of any kind, and no accelerated payment schedule applies by reason of the Employee's separation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"29ea80c9-177b-42c8-8250-72a1252c2300","order":102,"text":"The Retention Period shall not exceed twenty-four (24) months measured from the later of the Start Date and the date on which the Relocation Benefits are actually received, and the Repayment Amount shall be prorated by reference to the unserved part of that period. Where the Retention Period stated elsewhere in this Agreement is longer, it is reduced to twenty-four (24) months for the purposes of the repayment obligation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"ebe7a0e7-be51-44cb-b15c-781df569b8a2","order":103,"text":"Where this Agreement otherwise provides for repayment of the whole of the Relocation Amount, or for a fixed proportion of it that does not decrease as service is performed, the Repayment Amount is instead reduced in equal monthly steps across the Retention Period, so that it falls to zero once that period has been served in full. This paragraph governs any repayment triggered by the end of the Employee's employment. It does not affect the recovery of amounts obtained on the basis of documentation that the Employee knew to be false, which is governed by the general law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"460cbe95-6c7b-4c26-9cf4-71005245c244","order":104,"text":"A repayment obligation arises only where the Employee's separation was at the Employee's sole election, or where the Company terminated the Employee's employment for misconduct within the meaning of Section 1256 of the California Unemployment Insurance Code. No repayment is required following a termination for performance, a layoff, or any other separation that was not at the Employee's sole election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"a289a18d-d728-43b0-9b1d-4a701c3889d0","order":105,"text":"The Employee has been notified of the right to consult an attorney before signing this Agreement and has been given at least five (5) Business Days in which to obtain legal advice. The Employee has also been offered the option of deferring receipt of the Relocation Benefits until the Retention Period has been served in full, in which case no repayment obligation would arise, and has elected instead to receive the Relocation Benefits at the outset.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"70704707-70ba-4b4f-860f-a13b2c749795","order":106,"text":"This Agreement is entered into separately from, and is not a condition of, the contract governing the Employee's employment. The Parties intend the arrangement to fall within the exception for discretionary upfront monetary payments provided by Section 16608 of the California Business and Professions Code and Section 926 of the California Labor Code, as added by Assembly Bill 692 with effect from January 1, 2026. Any provision of this Agreement that would otherwise be void under those sections shall be severed and shall not affect the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"39877b47-f94c-4742-bd69-410d7b8aebda","order":107,"text":"That exception is expressly framed around a payment made at the outset of employment. Where the Relocation Benefits are provided to an existing employee in connection with a transfer rather than on joining the Company, the Parties acknowledge that the availability of the exception is uncertain, and the Company shall not enforce the repayment obligation to the extent that it is void under the sections referred to above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"ace0b2dd-63c8-4425-bc73-9d2772942a99","order":108,"text":"The Employee performs services primarily in New York. The following provisions apply and, to the extent of any inconsistency, prevail over every other provision of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"New York","type":"add","operator":"="}]},{"id":"1c1eecbc-e2ec-4a67-8f9a-bb030ce77398","order":109,"text":"Article 37 of the New York Labor Law, added by the Trapped at Work Act signed on December 19, 2025 and amended by the chapter amendment signed on February 13, 2026, restricts agreements that require a worker to repay money to an employer if the worker leaves employment before the end of a stated period. The amended Act takes effect on December 19, 2026. The Parties intend this Agreement to fall within the exception available for relocation assistance and other payments that are not tied to specific job performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"New York","type":"add","operator":"="}]},{"id":"56184daa-c1bc-4c80-8323-b713e441e710","order":110,"text":"Accordingly, no repayment is required where the Employee's employment is terminated for any reason other than the Employee's misconduct, as that term is understood under that Article, or where the Company misrepresented the duties, requirements or conditions of the position at the New Work Location. Section 193 of the New York Labor Law restricts deductions from wages, and the Company shall make no deduction from the Employee's wages on account of the Repayment Amount except as that section permits.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"New York","type":"add","operator":"="}]},{"id":"c8e59e9b-0eee-4140-a3ea-375332e6eac5","order":111,"text":"Any provision of this Agreement that is unenforceable under Article 37 of the New York Labor Law shall be severed and shall not affect the remainder of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"New York","type":"add","operator":"="}]},{"id":"54a8752e-a7b6-4696-8d0c-4d2b0ed9d913","order":112,"text":"The Employee performs services primarily in a state other than California or New York. The Parties acknowledge that many states restrict deductions from wages and limit the enforceability of repayment obligations that are triggered by the end of employment, and that several states have recently enacted legislation of that kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"another state","type":"add","operator":"="}]},{"id":"790febf1-b972-4082-857f-de187f7d981d","order":113,"text":"This Agreement shall be applied in a manner consistent with the wage payment, wage deduction and worker mobility laws of the state in which the Employee performs services. Where a provision of this Agreement would be unenforceable under those laws, it shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remainder of this Agreement shall continue in full force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"another state","type":"add","operator":"="}]},{"id":"171ce41c-c1ba-40a8-a51d-327cd0a7cfbf","order":114,"text":"11. VISA AND IMMIGRATION-RELATED COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11","displayConditions":[{"field":"3ee745ac-db2f-4a77-a2b9-a4f58d0266df","value":"yes","type":"add","operator":"="}]},{"id":"86665c50-65fa-4161-9d6b-5c4e228fe7f3","order":115,"text":"The Employee is employed in a nonimmigrant classification for which the Company has filed, or intends to file, a petition or application with United States Citizenship and Immigration Services or with the United States Department of Labor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ee745ac-db2f-4a77-a2b9-a4f58d0266df","value":"yes","type":"add","operator":"="}]},{"id":"b422df69-2d2c-4f16-86b9-b57f7f342d71","order":116,"text":"The Relocation Amount does not include, and the Employee shall in no circumstances be required to repay, any cost that the Company is required by law to bear. This includes the additional fee imposed under the American Competitiveness and Workforce Improvement Act, the fraud prevention and detection fee, any legal or filing fee associated with a labor condition application or with an employer-sponsored petition, and any other cost whose payment by the Employee would reduce the Employee's compensation below the required wage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ee745ac-db2f-4a77-a2b9-a4f58d0266df","value":"yes","type":"add","operator":"="}]},{"id":"fc0d0648-1628-40a2-90a6-2f13deb0a7f3","order":117,"text":"The Company shall not seek from the Employee any payment that constitutes a penalty for ceasing employment before an agreed date within the meaning of the federal regulations governing the required wage obligations of employers of nonimmigrant workers. Any amount recoverable under this Agreement is limited to bona fide liquidated damages that reasonably reflect the Company's actual relocation outlay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ee745ac-db2f-4a77-a2b9-a4f58d0266df","value":"yes","type":"add","operator":"="}]},{"id":"5245185f-10fc-431b-a5a7-ba035629fa44","order":118,"text":"Where the Employee's employment ends before the end of the authorized period of stay, the Company shall comply with its obligations to notify the relevant agencies and, where applicable, to offer the reasonable cost of return transportation to the Employee's last place of foreign residence. Nothing in this Agreement reduces, conditions or offsets that obligation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3ee745ac-db2f-4a77-a2b9-a4f58d0266df","value":"yes","type":"add","operator":"="}]},{"id":"56ce3615-2c3a-415a-8d95-4f9c5f18790f","order":119,"text":"12. AT-WILL EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"322a2c1e-c779-4054-bc5f-8fffc879ec51","order":120,"text":"Unless the Employee is party to a written employment agreement signed by an authorized officer of the Company that expressly provides otherwise, the Employee's employment with the Company is and remains at will. Either the Employee or the Company may end the employment relationship at any time, with or without cause, in the ordinary sense of that word and not limited to Cause as defined in this Agreement, and with or without notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29cdcbc0-c32f-4485-b4d8-9b9d316ea0f1","order":121,"text":"This Agreement is not a contract of employment, does not guarantee employment for the Retention Period or for any other period, and does not alter the at-will relationship. The Company's right to terminate the Employee's employment is not limited by the existence of the repayment obligation, and neither is the Employee's right to resign.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7afbe8ec-c015-49be-b128-0e8c04f93dcb","order":122,"text":"13. EMPLOYEE ACKNOWLEDGMENTS AND REPRESENTATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"7a4089d7-99f4-4504-8f3f-fc40edd5989d","order":123,"text":"The Employee acknowledges having read this Agreement in full, having had a reasonable opportunity to consider it and to consult an attorney and a tax adviser of the Employee's own choosing, understanding its terms, and entering into it voluntarily.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b52d9bb2-edfe-40ae-8b6a-977b5ab72489","order":124,"text":"The Employee acknowledges that the Relocation Benefits are offered at the Company's discretion, are not compensation earned for services rendered, and would not have been offered but for the Employee's undertaking to serve the Retention Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"86f455e7-0d8c-40e2-8474-ec12345d4c6d","order":125,"text":"The Employee acknowledges that, in entering into this Agreement, the Employee has not relied on any statement, promise or assurance that is not written in it, and confirms having received a copy of it for the Employee's own records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6533884d-d85d-44b6-bca4-eb00a2ae9a2a","order":126,"text":"The Employee represents that the Employee is not subject to any agreement, restrictive covenant or court order that would prevent or restrict the Employee from relocating to the New Work Location or from performing the duties of the position.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a98daf0-3b11-44d9-8760-1d8848da0451","order":127,"text":"The Employee represents that every expense submitted for payment or reimbursement under this Agreement was actually incurred by the Employee for the stated purpose. Any amount obtained on the basis of documentation that the Employee knew to be false or inflated becomes the Repayment Amount for that case and is repayable in full on demand, without proration. Such conduct may also be a ground for disciplinary action up to and including termination of employment for Cause.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd167000-26b3-415c-b5a5-183aa5eb6c9c","order":128,"text":"The Employee agrees to give the Company prompt written notice of any change in the Employee's home address or contact details occurring before the end of the Retention Period, and for a period of one (1) year after the Separation Date if any amount remains outstanding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4fa41750-e82b-403c-a4d4-5c17cf5d95c3","order":129,"text":"14. PROTECTED RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"e1b582c9-08cd-4153-b6be-806c1449ad81","order":130,"text":"Nothing in this Agreement prevents or limits the Employee from filing a charge or complaint with, communicating with, or participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the United States Department of Labor, any state or local fair employment practices agency, any state labor commissioner, or any other federal, state or local governmental agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b5f71ab-c353-46d9-98e8-37d1a8e75dfd","order":131,"text":"Nothing in this Agreement prevents the Employee from discussing wages, hours or other terms and conditions of employment with other employees or with a labor organization, or from exercising any right protected by the National Labor Relations Act. The Employee is not required to obtain the Company's permission before doing any of these things, and is not required to tell the Company afterwards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64f6122f-57bc-4e24-bf47-29ced717634a","order":132,"text":"15. PERSONAL DATA","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"9cf2a066-4083-473f-a3de-2cb03e588895","order":133,"text":"To administer the relocation and the repayment obligation, the Company collects and processes personal information about the Employee and, where relevant, about members of the Employee's Immediate Household. That information may include names, home addresses, contact details, government identifiers required for payroll and tax reporting, travel and shipping details, receipts and payment records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eff5e455-ec99-41ce-958c-91e04b1b27b3","order":134,"text":"The Company uses that information only to arrange and pay for the relocation, to meet its payroll, tax and immigration reporting obligations, to calculate and recover any Repayment Amount, and to comply with applicable law. The Company may share it with relocation, moving, temporary housing and payroll vendors, with its professional advisers, and with any Affiliate, in each case only to the extent needed for those purposes and subject to appropriate confidentiality obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b06f7dac-540c-4c33-ae7d-f6164d99f472","order":135,"text":"The Company shall retain that information for as long as the repayment obligation may be enforced and for any longer period required by law, and shall then dispose of it securely. The Employee shall obtain the agreement of any member of the Immediate Household whose information the Employee provides to the Company or to a vendor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05c141dc-d53e-48fc-a422-f7deaac0104b","order":136,"text":"The Employee is covered by the California Consumer Privacy Act, as amended by the California Privacy Rights Act. This Section serves as a notice at collection for the categories of personal information described above, and the Company's employee privacy notice sets out the Employee's rights and the means of exercising them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8f51de13-4de4-43ae-a5b6-327f8d133eac","value":"California","type":"add","operator":"="}]},{"id":"be0256f4-cab4-4fc0-9ee1-b49b7f313250","order":137,"text":"16. CONFIDENTIALITY OF THIS AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16","displayConditions":[{"field":"7b6e0ee6-4ffb-400d-b929-77e57ebfea54","value":"yes","type":"add","operator":"="}]},{"id":"f94295b3-91f1-4851-92ae-d862f13dd460","order":138,"text":"The Employee shall keep the financial terms of this Agreement confidential and shall not disclose them to any person other than the Employee's spouse or domestic partner, attorney, tax adviser or financial adviser, or as required by law or legal process.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7b6e0ee6-4ffb-400d-b929-77e57ebfea54","value":"yes","type":"add","operator":"="}]},{"id":"65cf846f-03cb-47cb-8c32-cdd011bd3425","order":139,"text":"This obligation does not apply to any disclosure permitted by the Section entitled \"Protected Rights\", to any discussion of wages, hours or other terms and conditions of employment, or to any disclosure that the Employee is entitled to make under applicable law. Nothing in this Section prevents the Employee from disclosing information about unlawful acts in the workplace.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7b6e0ee6-4ffb-400d-b929-77e57ebfea54","value":"yes","type":"add","operator":"="}]},{"id":"5bf23fe0-5005-4fc7-890c-2cd5d6fdd16e","order":140,"text":"17. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"2e51a25c-75f0-4409-be2d-d5919dec6f08","order":141,"text":"Every notice under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by certified mail with return receipt requested, or by electronic mail with confirmation of transmission, to the address set out below or to such other address as a Party may designate by notice given in the same manner.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e6985c5-28a1-4b89-ba77-b75f9e5624c7","order":142,"text":"If to the Company: [Company legal name], attention [Signatory title], [Company address], email [Company email].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"90ccde9e-2c39-433e-8602-3e98f668fcda","order":143,"text":"If to the Employee: [Employee full legal name], [Employee home address], email [Employee email].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2eee2556-d21a-44f6-bd0a-8bf005370d5f","order":144,"text":"A notice takes effect on delivery if delivered by hand; on the first Business Day after dispatch if sent by overnight courier; on the third Business Day after mailing if sent by certified mail; and on the day of transmission if sent by electronic mail before 5:00 p.m. in the recipient's time zone on a Business Day, and otherwise on the next Business Day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5879c807-ecb7-48ac-891c-cc22ac54bec7","order":145,"text":"18. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"7d8e3cfd-d534-4574-980b-2ac621112eb5","order":146,"text":"This Agreement is governed by, and shall be construed in accordance with, the laws of the State of [State], without regard to its conflict of laws principles. Where the law of the state in which the Employee performs services affords the Employee greater protection than the law of the State of [State], that law applies to the extent of the greater protection.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6c2b4e1-1adc-4f03-a0b9-d6f0e1a2473a","order":147,"text":"Before commencing any proceeding, the Parties shall try in good faith to resolve the dispute through discussion between the Employee and a senior representative of the Company and, if that is unsuccessful, through non-binding mediation if either Party requests it. This requirement does not prevent either Party from seeking urgent injunctive relief, and does not prevent the Employee from filing a charge with a governmental agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff5e3e93-3d63-4ea4-9467-4d7800f52eae","order":148,"text":"The Parties submit to the exclusive jurisdiction of the state and federal courts located in [County and state]. Each Party waives any objection to venue in those courts and any contention that those courts are an inconvenient forum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7ce4a4af-6064-4afb-9e07-0b402fac7472","value":"courts","type":"add","operator":"="}]},{"id":"a24bea08-331d-44ed-bf19-7eabdbf14bf0","order":149,"text":"To the fullest extent permitted by applicable law, each Party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement. Where the law of the forum does not permit a pre-dispute waiver of the right to a jury trial, this paragraph has no effect and the Parties retain that right in full.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7ce4a4af-6064-4afb-9e07-0b402fac7472","value":"courts","type":"add","operator":"="}]},{"id":"ba127e9f-9f88-4f45-b867-c8895512c8b8","order":150,"text":"Any dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its employment arbitration rules, seated in [County and state]. This arbitration provision is governed by the Federal Arbitration Act. The Company shall bear all costs that are unique to arbitration, including the arbitrator's fees and any administrative fees. The arbitrator has authority to award any relief that a court could award, shall apply the substantive law that a court would apply, shall issue a reasoned written award, and judgment on the award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7ce4a4af-6064-4afb-9e07-0b402fac7472","value":"arbitration","type":"add","operator":"="}]},{"id":"50ac1cbd-8721-4c69-b62e-077da62c04d1","order":151,"text":"The Parties shall arbitrate on an individual basis only, and neither may bring or take part in a class, collective or consolidated proceeding as to a dispute covered by this Section. That limitation does not apply to any claim that cannot lawfully be required to be arbitrated or to be brought individually. In particular, a dispute alleging sexual assault or sexual harassment may, at the election of the person alleging it, be brought in court notwithstanding this Section, and no joint-action waiver applies to such a dispute, in accordance with chapter 4 of title 9 of the United States Code. Nothing in this Section limits any right to bring a representative action that applicable law makes non-waivable, or to file a charge with a governmental agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7ce4a4af-6064-4afb-9e07-0b402fac7472","value":"arbitration","type":"add","operator":"="}]},{"id":"c3cfa673-37a9-46b9-b71f-cfbc2963fe1e","order":152,"text":"If the limitation to individual arbitration is held unenforceable as to a particular claim, that claim shall be heard in court and the remainder of this Section continues to apply to all other claims. Either Party may apply to a court for provisional relief in aid of arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7ce4a4af-6064-4afb-9e07-0b402fac7472","value":"arbitration","type":"add","operator":"="}]},{"id":"221efc0b-7b75-47e4-a045-b58f26034858","order":153,"text":"19. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"9c038c1f-c776-4251-a92d-7e3a9776badd","order":154,"text":"This Agreement, together with any writing expressly incorporated by reference into it, constitutes the entire agreement between the Parties concerning relocation assistance and its repayment, and supersedes all prior and contemporaneous discussions, representations, understandings and agreements on that subject. It does not supersede any offer letter, employment agreement, confidentiality agreement or arbitration agreement dealing with other subjects, each of which remains in full force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a02ccf3-6aa8-472a-b274-fb13d2d02adb","order":155,"text":"This Agreement may be amended only by a writing signed by the Employee and by an authorized officer of the Company. No waiver of any provision is effective unless made in writing, and no waiver given on one occasion operates as a waiver on any other occasion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cf968198-417b-4c9b-bd4e-e83e59b9e312","order":156,"text":"If any provision of this Agreement is held to be invalid, void or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84894c75-1b51-4e17-ab6c-66d5573487e5","order":157,"text":"The Company may assign this Agreement to any successor to its business or assets and to any Affiliate. The Employee may not assign this Agreement or delegate any obligation under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1c8246e-d0e8-4267-a43f-5c266b701c4b","order":158,"text":"The obligations that by their nature are intended to survive the end of the Employee's employment, including the repayment obligation and the obligations relating to notices and to dispute resolution, survive the Separation Date and the termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e293b752-413d-4454-bc11-9fd5c874aa03","order":159,"text":"This Agreement is for the benefit of the Parties and their permitted successors and assigns only. No other person has any right to enforce any of its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d7f7c18-f85d-46ec-9f42-7b33baa251e5","order":160,"text":"This Agreement is the product of negotiation between the Parties. It shall not be construed against either Party by reason of that Party having drafted it or any part of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1afe12cf-b86d-4780-8b22-9adf30ff550c","order":161,"text":"This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. A signature transmitted electronically or by facsimile, and a signature applied through an electronic signature platform, has the same effect as an original signature, and each Party consents to the use of electronic records and signatures for this purpose under the Electronic Signatures in Global and National Commerce Act and any comparable state statute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1d60c89-6b2a-48ca-97b4-3b9bee19c678","order":162,"text":"The headings in this Agreement are for convenience only and do not affect its interpretation. The words \"including\" and \"includes\" are to be read as if followed by \"without limitation\". A reference to a statute includes any successor provision and any regulation made under it. Words in the plural include the singular and words in the singular include the plural. A reference to a number of days is to calendar days unless the reference is expressly to Business Days, and a period expressed in days begins on the day after the event from which it runs and ends at the close of the last day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa68aaed-5a20-4324-b3dc-6c93308f17da","order":163,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"24"},{"id":"90ff755a-b851-4f85-9200-86589726d4e3","order":164,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6dadfff9-82f0-411c-a9b3-c33cb747a96b","order":165,"text":"[Company legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"cac148a2-bb28-444c-a4a3-5ab77e6f7e0a","order":166,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"25bd9e42-8360-4f36-9a93-a88c32d84856","order":167,"text":"Name: [Signatory full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c29ccd6a-8443-43fa-a918-2a53e0b21e93","order":168,"text":"Title: [Signatory title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4d29759d-21e8-4513-8221-794e7711e76e","order":169,"text":"Date: [Date of this Agreement]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"2c782e6b-3c1e-4083-95c4-b2ef2f2205e2","order":170,"text":"THE EMPLOYEE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6739a7a4-361d-4897-b695-e4fae94644b1","order":171,"text":"__________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"7b0b7f5b-68d8-4cdc-8956-12c8a21750ff","order":172,"text":"Name: [Employee full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7595728e-24c8-4719-9b0d-5046bc10da5d","order":173,"text":"Date: [Date of this Agreement]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]