[{"id":"709e46a0-8afa-40d1-bd26-179c3a8fb3b9","order":1,"text":"EXECUTIVE EMPLOYMENT AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"661bc46a-0ecd-474a-b286-b79326e8580a","order":2,"text":"This Executive Employment Agreement (this \"Agreement\") is made and entered into as of [Effective Date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8fc371a3-e03a-4e32-b888-5e237cbdb025","order":3,"text":"[Company legal name], a corporation organized under the laws of the State of Delaware, having its principal executive offices at [Street address], [City, State, ZIP] (the \"Company\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df195bd6-7df7-4b2e-9b90-727db8b66f3a","order":4,"text":"[Executive full legal name], an individual residing at [Street address], [City, State, ZIP] (the \"Executive\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"731221e7-d9e6-4452-bda6-f90d26b07296","order":5,"text":"The Company and the Executive are each referred to in this Agreement as a \"Party\" and together as the \"Parties.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"ebb4df49-f262-4d8f-b1c0-5f7d8d3608b2","order":6,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10"},{"id":"9faf9f56-1076-41b9-bdec-620a2138cbc3","order":7,"text":"WHEREAS, the Company desires to secure the services of the Executive as its [Executive title], and to be assured of the Executive's dedication, loyalty and undivided attention to the business of the Company;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcedb0bf-4a02-4f2f-8cb9-fcf29da06459","order":8,"text":"WHEREAS, the Executive possesses executive, managerial and professional skills, experience and knowledge of a special and unique character that are of substantial value to the Company, and the Executive desires to be employed by the Company on the terms and subject to the conditions set out in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d2dc61a-3069-4350-ad02-7293cadc85cf","order":9,"text":"WHEREAS, in the course of employment the Executive will necessarily be given access to the Company's Confidential Information (as defined below) and to its customer, supplier, investor and employee relationships, the protection of which is essential to the goodwill and continued viability of the Company's business; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efa5bcf8-799b-4137-8565-790c7a9074c7","order":10,"text":"WHEREAS, the Parties intend that this Agreement supersede and replace any prior offer letter, employment agreement, term sheet or other understanding between them relating to the subject matter of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64bc5c0c-9762-4fbc-85c4-3b40063a8f21","order":11,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the employment of the Executive by the Company, the compensation and benefits to be paid and provided to the Executive, the Executive's access to Confidential Information, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each Party, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"d2760518-ba3c-458a-b80b-94f4fba10817","order":12,"text":"Capitalized terms used in this Agreement have the meanings given to them where they are defined. In particular, the terms \"Cause,\" \"Good Reason,\" \"Disability\" and \"Date of Termination\" are defined in the Section entitled \"Termination of Employment\"; the terms \"Change in Control\" and \"Change in Control Protection Period\" are defined in the Section entitled \"Equity Compensation\"; the term \"Confidential Information\" is defined in the Section entitled \"Confidential Information\"; and the term \"Base Salary\" is defined in the Section entitled \"Base Salary.\" Those meanings apply wherever the terms appear, including where they appear before the Section in which they are defined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ee0f46bf-a787-4364-b751-350e34c7a189","order":13,"text":"1. EMPLOYMENT; POSITION AND DUTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S01"},{"id":"08877def-9232-439e-a49a-b9940766b11c","order":14,"text":"The Company employs the Executive, and the Executive accepts employment with the Company, as [Executive title], upon the terms and subject to the conditions set out in this Agreement. The Executive shall report directly to [Reports to] and shall have the duties, authorities and responsibilities customarily associated with that position in a company of comparable size and character, together with such other duties, authorities and responsibilities consistent with that position as may reasonably be assigned from time to time by the person or body to whom the Executive reports.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49cfb6e8-10c3-4929-8dc5-1f561f6e666d","order":15,"text":"The Executive shall devote substantially all of the Executive's business time, attention, skill and best efforts to the performance of the Executive's duties under this Agreement and to the promotion of the business and interests of the Company and its subsidiaries and affiliates (collectively, the \"Company Group\"). The Executive shall faithfully and diligently discharge those duties, shall comply with all lawful policies, codes of conduct and procedures of the Company Group as adopted or approved from time to time by the board of directors of the Company (the \"Board\"), and shall use the Executive's best efforts to advance the business and goodwill of the Company Group.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b46361a-c5a1-4e5d-a4ec-1e795dd5beb3","order":16,"text":"During employment the Executive shall not, directly or indirectly, render services of a business, professional or commercial nature to any other person or entity, whether for compensation or otherwise, except that the Executive may, so long as the activities do not individually or in the aggregate interfere with the performance of the Executive's duties, conflict with the interests of the Company Group or breach any covenant contained in this Agreement: manage the Executive's personal investments; participate in charitable, civic, educational, professional, community or industry affairs; and serve on the boards of directors disclosed below or subsequently approved in advance in writing by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"256b359b-2e8c-4d8b-8526-b058a2831189","order":17,"text":"The outside activities, directorships and other engagements disclosed by the Executive to, and approved by, the Company as of the Effective Date are the following: [Disclosed outside activities and directorships] (a blank entry meaning that there is none). The Executive shall notify the Board in writing before accepting any additional outside position.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f97f7701-9041-49a6-9eb7-692d3ba3a448","order":18,"text":"The Executive shall, if requested and without additional compensation, serve as an officer, director, manager or fiduciary of any member of the Company Group, and shall resign from every such position upon termination of employment as provided in the Section entitled \"Termination of Employment.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f45109b9-8d3f-4f3b-b33d-7037d0a2bbaf","order":19,"text":"2. CONDITIONS PRECEDENT TO EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S02"},{"id":"fc57ea62-e118-4424-b037-980606656c33","order":20,"text":"The commencement of employment and the Company's obligations under this Agreement are conditional upon each of the following: the Executive's completion of the Form I-9 employment eligibility verification within the period required by law; the Company's receipt of results reasonably satisfactory to it of any background, reference, education, licensing or criminal record check that it lawfully conducts, each conducted in accordance with the Fair Credit Reporting Act and with applicable state and local law, including any fair chance or ban-the-box law and any law restricting inquiry into salary history or credit history; the Executive's execution of the Company's standard code of conduct acknowledgment; and the accuracy of the representations given by the Executive in the Section entitled \"Representations and Warranties of the Executive.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f96b6b4-d82e-4f3f-9120-c603f9a2684e","order":21,"text":"Where the Executive requires immigration sponsorship in order to work lawfully in the United States, employment is further conditional upon the grant and the continuation of the necessary work authorization, which the Company shall use reasonable efforts to support at its own expense. If any condition set out in this Section is not satisfied, the Company may withdraw the offer of employment or terminate the employment without further liability, other than for compensation and benefits earned through the date of termination and for any amount that must be paid by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed5c32d3-d7c9-4d38-837b-d8a01b74feb8","order":22,"text":"3. COMPLIANCE WITH LAWS, SECURITIES DEALINGS AND COMPANY POLICIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S03"},{"id":"a9b2e4aa-4280-44f3-9a1a-3aa351932d43","order":23,"text":"The Executive shall comply, and shall use reasonable efforts to procure that persons under the Executive's supervision comply, with every law applicable to the business of the Company Group, including the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws, anti-money-laundering laws, export control and economic sanctions laws, competition laws, employment and wage laws, and the federal and state securities laws. The Executive shall not offer, promise, give or authorize any payment or advantage intended improperly to influence any person, and shall report promptly to the Board any circumstance that the Executive reasonably believes may constitute a violation of law by any member of the Company Group.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8044da7f-57a8-4eb8-8fcd-3fef469dafbb","order":24,"text":"If and for so long as the Company has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, the Executive shall comply with the Company's insider trading policy and its trading windows, shall deal in securities of the Company only in accordance with that policy or pursuant to a trading plan satisfying Rule 10b5-1 under that Act and approved by the Company, and, where the Executive is subject to Section 16 of that Act, shall provide promptly the information that the Company requires in order to make the filings for which the Executive is responsible and shall cooperate in avoiding liability under Section 16(b). The Executive shall also comply with the Company's disclosure controls and with any certification that the Executive is required to give in support of the Company's periodic reports.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32f4beaa-b910-4bd3-89b2-f2aeac95c2d6","order":25,"text":"The Executive shall comply with every litigation hold or document preservation notice issued by the Company Group and shall not delete, alter or conceal any record that is subject to such a notice. A material failure to comply with this Section may constitute Cause (as defined below).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59ebc09e-75a7-4dd5-96da-c4dcff61e697","order":26,"text":"4. TERM OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S04"},{"id":"0f793524-8b4d-4b46-a582-b0d1f35a4662","order":27,"text":"The Executive's employment under this Agreement shall commence on [Start date] (the \"Start Date\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"73ea6b9b-597a-460d-8260-8bd3cb1b8cb3","order":28,"text":"The Executive's employment is \"at will.\" Either the Company or the Executive may terminate the employment relationship at any time, with or without Cause or Good Reason (each as defined below) and with or without notice, subject only to the notice requirements and payment obligations expressly set out in the Sections entitled \"Termination of Employment\" and \"Compensation Upon Termination.\" Nothing in this Agreement creates a contract of employment for any fixed period, and no policy, practice, handbook, statement or course of dealing shall alter the at-will nature of the employment relationship except by a written instrument signed by the Executive and by a director or officer expressly authorized by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7cb3aa19-3798-44f0-8948-cd7db84c7a6a","value":"atwill","type":"add","operator":"="}]},{"id":"dd658748-4202-4af0-8280-96f441a3b1b0","order":29,"text":"The Executive's employment shall continue for an initial term commencing on the Start Date and expiring on [End of initial term] (the \"Initial Term\"), unless earlier terminated in accordance with this Agreement. Upon expiry of the Initial Term this Agreement shall renew automatically for successive periods of one (1) year (each a \"Renewal Term\" and, together with the Initial Term, the \"Term\"), unless either Party gives the other written notice of non-renewal not less than [Notice days] days before the end of the then-current Initial Term or Renewal Term. Non-renewal by the Company shall be treated as a termination by the Company without Cause, and non-renewal by the Executive shall be treated as a resignation without Good Reason (each as defined below), in each case for the purposes of the Section entitled \"Compensation Upon Termination.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7cb3aa19-3798-44f0-8948-cd7db84c7a6a","value":"fixed","type":"add","operator":"="}]},{"id":"bd99c6b3-d8f2-44b6-9b4f-3ff41725bb0f","order":30,"text":"Termination of employment shall not affect any right or obligation that has accrued before the date on which the employment terminates, nor any provision of this Agreement expressed to survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4d80ef9e-ac7e-4f53-9eee-50db58d9383b","order":31,"text":"5. PLACE OF PERFORMANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S05"},{"id":"3c418fd9-d8f4-42e5-bf98-0f9104e25425","order":32,"text":"The Executive shall perform the Executive's duties principally at [Principal place of work], subject to such business travel as the proper performance of those duties may reasonably require. The Company may change the Executive's principal place of work, provided that a relocation of that place by more than fifty (50) miles, effected without the Executive's written consent, shall constitute Good Reason.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9abd2c31-9c9f-4f76-ba06-d70f87443a94","order":33,"text":"6. BASE SALARY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S06"},{"id":"28168ff9-d161-4ff8-8a60-77f63f6166d0","order":34,"text":"In consideration of the services to be rendered under this Agreement, the Company shall pay the Executive an annual base salary of USD [Annual base salary] (the \"Base Salary\"), payable in arrears in accordance with the Company's regular payroll practices as in effect from time to time but no less frequently than monthly, and subject to all withholdings and deductions required or permitted by applicable law, including under the Internal Revenue Code of 1986, as amended (the \"Code\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff4c374c-7f7d-49ff-b16b-968999acfa70","order":35,"text":"The Base Salary shall be reviewed by the Board or its compensation committee not less frequently than annually and may be increased in the discretion of the Board. The Base Salary shall not be decreased, other than pursuant to an across-the-board reduction of not more than ten percent (10%) applied to all senior executives of the Company. Any increased base salary shall thereafter constitute the \"Base Salary\" for all purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35c938bf-4702-499c-b09c-ac2eaafd0bcf","order":36,"text":"7. ANNUAL PERFORMANCE BONUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S07"},{"id":"30cc10cf-a290-4615-a5ae-d7bead65df50","order":37,"text":"The Executive shall be eligible to earn an annual cash performance bonus (the \"Annual Bonus\") in respect of each fiscal year of the Company that ends during the Executive's employment, based upon the achievement of Company and individual performance objectives established by the Board or its compensation committee, after consultation with the Executive, within the first ninety (90) days of the applicable fiscal year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1de25f5-1ff5-4290-b08f-97bb5288703f","order":38,"text":"The Executive's target Annual Bonus opportunity shall be [Target %]% of the Base Salary actually paid to the Executive in respect of the applicable fiscal year (the \"Target Bonus\"), and the amount actually payable may range from zero to such maximum percentage of the Target Bonus as the Board may determine, according to the level of achievement of the applicable objectives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"42226992-29b6-4fed-942a-2f2ab2f1af24","value":"pct","type":"add","operator":"="}]},{"id":"093b2fbc-54fd-4b71-b481-be13c7a08495","order":39,"text":"The Executive's target Annual Bonus opportunity shall be USD [Target bonus amount] (the \"Target Bonus\"), and the amount actually payable may range from zero to such maximum amount as the Board may determine, according to the level of achievement of the applicable objectives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"42226992-29b6-4fed-942a-2f2ab2f1af24","value":"amount","type":"add","operator":"="}]},{"id":"57124148-1257-449b-9d23-0343f19418a4","order":40,"text":"Any Annual Bonus shall be wholly discretionary, both as to whether it is awarded and as to its amount, and no target bonus opportunity is established by this Agreement. The Executive acknowledges that the Company is under no obligation to award an Annual Bonus in respect of any fiscal year. Where this Agreement refers to the \"Target Bonus\" and no target has been established, that expression means the Annual Bonus (if any) actually paid to the Executive in respect of the most recently completed fiscal year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"42226992-29b6-4fed-942a-2f2ab2f1af24","value":"discretionary","type":"add","operator":"="}]},{"id":"8d6b7550-6cc2-4682-9639-2ec4403717b0","order":41,"text":"Each Annual Bonus shall be paid in a single lump sum at the same time as annual bonuses are paid to other senior executives of the Company and, in all events, between the first day of the fiscal year following the fiscal year to which it relates and the fifteenth day of March of that following year. Except as expressly provided in the Section entitled \"Compensation Upon Termination,\" the Executive must be employed by the Company on the payment date in order to be entitled to payment of an Annual Bonus.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17fa377e-b6ce-47ac-be41-c87009795c47","order":42,"text":"8. SIGNING BONUS AND RELOCATION ASSISTANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"none","type":"remove","operator":"="}],"marginTop":"22","sectionNum":"S08"},{"id":"e41a59ae-3d86-406c-9e7d-eb10adb56728","order":43,"text":"The Company shall pay the Executive a signing bonus of USD [Signing bonus], less applicable withholdings and deductions, within thirty (30) days after the Start Date (the \"Signing Bonus\"). The Signing Bonus is paid as an inducement to enter into employment and is not compensation for services rendered in any particular pay period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"signing","type":"add","operator":"="},{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"both","type":"add","operator":"="}]},{"id":"a762c8cb-2604-4627-8c46-c8cab1d97012","order":44,"text":"If, before the expiry of [Months] months following the Start Date, the Executive resigns without Good Reason or the Company terminates the Executive's employment for Cause, the Executive shall repay to the Company the gross amount of the Signing Bonus within thirty (30) days after the Date of Termination. The Executive authorizes the Company, to the extent permitted by applicable state wage payment law, to recover that amount by set-off against any sum otherwise payable to the Executive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"signing","type":"add","operator":"="},{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"both","type":"add","operator":"="}]},{"id":"af384697-6644-4c41-8483-bfc796970e7f","order":45,"text":"The Company shall reimburse the Executive for reasonable and documented relocation expenses actually incurred by the Executive in relocating to the Executive's principal place of work, up to an aggregate maximum of USD [Relocation cap], provided that the expenses are incurred within twelve (12) months after the Start Date and are submitted for reimbursement in accordance with the Company's expense reimbursement policy. Any tax gross-up on relocation reimbursements shall be paid only to the extent expressly approved in writing by the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"relocation","type":"add","operator":"="},{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"both","type":"add","operator":"="}]},{"id":"8d18d1e4-9b68-431b-b6a3-cf5b5e5909d8","order":46,"text":"If, before the expiry of twelve (12) months following the Start Date, the Executive resigns without Good Reason or the Company terminates the Executive's employment for Cause, the Executive shall repay to the Company the full gross amount of all relocation reimbursements and related gross-up payments within thirty (30) days after the Date of Termination, subject to applicable state wage payment law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"relocation","type":"add","operator":"="},{"field":"3f930e89-69f3-43a8-9c83-3c30ec208cc1","value":"both","type":"add","operator":"="}]},{"id":"9982e1ce-eb36-4f3f-ae99-0ae665172c74","order":47,"text":"9. EQUITY COMPENSATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S09"},{"id":"404de016-66f2-459a-9c2e-6154e2aecd71","order":48,"text":"Subject to approval by the Board and to the terms of the Company's equity incentive plan in effect from time to time (the \"Plan\") and of the applicable award agreement, the Executive shall be granted the equity awards described in this Section as soon as practicable after the Start Date. In the event of a conflict between this Agreement and the Plan, the Plan shall govern, except that the vesting and acceleration provisions of this Agreement shall govern to the extent the Plan permits an award agreement to provide otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37c490b5-82ec-4cd5-ba76-8b892c8ebfdb","order":49,"text":"The Company shall grant to the Executive an option to purchase [Number of shares] shares of the Company's common stock at an exercise price per share equal to the fair market value of a share on the date of grant, as determined in good faith by the Board. Subject to the Executive's continued service, the option shall vest and become exercisable over a period of [Years] years, with no portion vesting before the expiry of [Months] months from the Start Date (the \"Cliff\"), upon which date the portion of the option that would otherwise have vested during the Cliff period shall vest, the balance vesting in substantially equal monthly installments thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"options","type":"add","operator":"="},{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"both","type":"add","operator":"="}]},{"id":"42f4ba7b-9bbf-4827-99d0-3a5f59d1c11c","order":50,"text":"The option shall have a maximum term of ten (10) years from the date of grant and shall be subject to earlier expiry upon termination of service in accordance with the Plan. The option is intended to qualify as an incentive stock option to the maximum extent permitted by Section 422 of the Code, with any portion that does not so qualify being treated as a non-qualified stock option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"options","type":"add","operator":"="},{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"both","type":"add","operator":"="}]},{"id":"18101739-cb96-4764-bf0b-96f5412003c3","order":51,"text":"The Company shall grant to the Executive [Number of units] restricted stock units, each representing the right to receive one share of the Company's common stock upon vesting and settlement. Subject to the Executive's continued service, the restricted stock units shall vest in substantially equal annual installments over [Years] years measured from the Start Date, and shall be settled in shares as soon as practicable after vesting and in all events within the period required for the settlement to be exempt from, or compliant with, Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"rsus","type":"add","operator":"="},{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"both","type":"add","operator":"="}]},{"id":"e29a0bc0-6053-4492-8972-c37ad5b5819c","order":52,"text":"Where the Plan permits, any vested portion of the option shall remain exercisable for the period specified in the award agreement, and the Company shall recommend to the Board that this period be not less than ninety (90) days following the Date of Termination and not less than twelve (12) months where employment ends by reason of death or Disability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"options","type":"add","operator":"="},{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"both","type":"add","operator":"="}]},{"id":"4ff90e00-7d13-4579-9edc-584d63a4337d","order":53,"text":"The restricted stock units carry no voting right before settlement and carry dividend equivalent rights only to the extent provided in the award agreement, any such dividend equivalents being subject to the same vesting and settlement conditions as the units to which they relate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"rsus","type":"add","operator":"="},{"field":"5f459750-ece1-46ba-83ce-08303606a7ca","value":"both","type":"add","operator":"="}]},{"id":"de5bc83d-dcab-4ad2-84d8-88ea60e6cc5c","order":54,"text":"If the Executive's employment terminates by reason of death or Disability, the portion of each outstanding award that would otherwise have vested during the twelve (12) months following the Date of Termination shall vest on the Date of Termination, and any award subject to performance conditions shall vest on a pro-rata basis by reference to target performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b3f07ab-5cac-4b47-826a-db8652fd95f6","order":55,"text":"The Company shall use reasonable efforts to procure that the Board considers the grants described in this Section at its first meeting following the Start Date. If the Board does not approve a grant, the Parties shall negotiate in good faith an equivalent award or cash arrangement of substantially the same economic value.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82bad55c-2dde-4d00-8e08-a4919702d8fd","order":56,"text":"Except as expressly provided in this Agreement, every equity award shall be governed by the Plan and the applicable award agreement, and shall be subject to the Company's insider trading policy, share ownership guidelines and clawback policy as in effect from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d8d6ad5e-0377-4761-9e39-4e6dae703312","order":57,"text":"For the purposes of this Agreement, \"Change in Control\" has the meaning given to that term in the Plan or, if the Plan contains no such definition, means a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case within the meaning of Section 409A of the Code and the regulations issued under it. \"Change in Control Protection Period\" means the period beginning three (3) months before, and ending [Months] months after, the date on which a Change in Control is consummated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56005c1f-58c9-4750-abe8-e585361d3f5f","order":58,"text":"If, within the Change in Control Protection Period, the Company terminates the Executive's employment without Cause or the Executive resigns for Good Reason, every outstanding and unvested equity award held by the Executive shall vest in full immediately before the Date of Termination or, if later, immediately before the Change in Control, with any award subject to performance conditions vesting at the greater of target and actual performance measured as at that date. No award shall accelerate solely by reason of the occurrence of a Change in Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"59d093d0-981b-4ed7-bb79-1ef5975bb4c3","value":"double","type":"add","operator":"="}]},{"id":"2ac51601-92af-4e0b-8bd9-cb9031a75c09","order":59,"text":"Immediately before the consummation of a Change in Control, every outstanding and unvested equity award held by the Executive shall vest in full, with any award subject to performance conditions vesting at the greater of target and actual performance measured as at the date of the Change in Control, whether or not the Executive's employment terminates in connection with that Change in Control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"59d093d0-981b-4ed7-bb79-1ef5975bb4c3","value":"single","type":"add","operator":"="}]},{"id":"924f54cc-7037-45e7-91e5-979f2e689150","order":60,"text":"No equity award held by the Executive shall vest, in whole or in part, by reason of the occurrence of a Change in Control or by reason of the termination of the Executive's employment, and the treatment of outstanding awards upon a Change in Control shall be determined exclusively under the Plan and the applicable award agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"59d093d0-981b-4ed7-bb79-1ef5975bb4c3","value":"none","type":"add","operator":"="}]},{"id":"869c35ce-d0bd-463e-8f39-020361abfce8","order":61,"text":"10. EMPLOYEE BENEFITS, PAID TIME OFF AND BUSINESS EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S10"},{"id":"b2dacb90-637d-4187-a89b-95e60c7ee478","order":62,"text":"The Executive shall be entitled to participate in every employee benefit plan, program and arrangement of the Company made available from time to time to its senior executives generally, including medical, dental, vision, life and disability insurance and any retirement or deferred compensation plan, subject in each case to the eligibility, participation and other terms of the applicable plan documents, which shall govern. Nothing in this Agreement obliges the Company to establish, maintain or continue any particular plan or benefit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e282272a-2f08-4237-a633-0af720621f23","order":63,"text":"The Executive shall be entitled to [Days] days of paid time off in each calendar year, accruing and to be taken in accordance with the Company's policies as in effect from time to time and with applicable state law, in addition to [Number] paid public holidays observed by the Company. Accrued and unused paid time off shall be paid out upon termination of employment only to the extent required by the Company's policy or by applicable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f6c4caa2-5784-4585-9da5-8c0e35e7ae61","order":64,"text":"The Company shall reimburse the Executive for all reasonable and documented business expenses properly incurred by the Executive in the performance of the Executive's duties, in accordance with the Company's expense reimbursement policy as in effect from time to time. Reimbursement 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 eligible for reimbursement in any year shall not affect the amount eligible in any other 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":"6ebd6cbb-2721-49d6-bd14-d3ecb29221fa","order":65,"text":"11. TERMINATION OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S11"},{"id":"387d08f5-f40c-4cec-bfe0-6e3aeb69a4a0","order":66,"text":"The Executive's employment may be terminated at any time as follows: by the Company for Cause; by the Company without Cause; by the Executive for Good Reason; by the Executive without Good Reason upon not less than [Days] days' prior written notice to the Company, which notice period the Company may waive in whole or in part by paying the Base Salary for the unexpired portion; automatically upon the Executive's death; or by the Company upon the Executive's Disability (as defined below). Every purported termination shall be communicated by a written notice specifying the provision relied upon and, in reasonable detail, the facts said to give rise to the termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b0a9ccf-3635-484c-9950-7c7f3b5b2e3f","order":67,"text":"During all or part of any notice period, and during any period in which the Company is investigating conduct that may constitute Cause, the Company may require the Executive to remain away from its premises, to cease performing some or all duties, to have no contact with employees, customers or suppliers, or to perform different duties consistent with the Executive's status, provided that the Company continues to pay the Base Salary and to provide benefits throughout that period. Time spent on such leave counts toward the running of any post-employment restricted period, and the imposition of such leave shall not of itself constitute Good Reason.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"832daf90-287d-4a65-a863-1618b5690555","order":68,"text":"For the purposes of this Agreement, \"Cause\" means: (i) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty, embezzlement or moral turpitude; (ii) the Executive's willful misconduct, gross negligence or willful failure substantially to perform the Executive's duties, other than a failure resulting from Disability; (iii) the Executive's material breach of this Agreement or of any written policy of the Company Group, including any policy prohibiting harassment, discrimination or retaliation; (iv) any act of fraud, misappropriation or material dishonesty by the Executive with respect to any member of the Company Group; (v) the Executive's material breach of the covenants set out in the Sections entitled \"Confidential Information,\" \"Assignment of Inventions and Intellectual Property\" or \"Non-Solicitation and Non-Interference\"; or (vi) the Executive's failure to cooperate in good faith with a bona fide internal or governmental investigation concerning the Company Group.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9666f44-c894-45a2-a8af-3dab86da7d6b","order":69,"text":"No termination shall be for Cause unless the Company has given the Executive written notice of the grounds relied upon and, where the ground is reasonably capable of cure, a period of thirty (30) days in which to cure, and unless the Board has determined, by resolution adopted by a majority of the directors then in office (excluding the Executive if the Executive is a director), that Cause exists. The Executive shall be given a reasonable opportunity, with counsel, to be heard by the Board before that resolution is adopted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d5b3fb9-3cc5-4428-986c-2c870ee5a99a","order":70,"text":"For the purposes of this Agreement, \"Good Reason\" means the occurrence, without the Executive's prior written consent, of any of the following: (i) a material diminution in the Base Salary or in the Target Bonus opportunity, other than an across-the-board reduction of not more than ten percent (10%) applied to all senior executives; (ii) a material diminution in the Executive's title, authority, duties or responsibilities, or a change in the Executive's reporting line such that the Executive no longer reports to the person or body identified in this Agreement or, following a Change in Control, to the corresponding person or body of the ultimate parent entity; (iii) a relocation of the Executive's principal place of work by more than fifty (50) miles; (iv) a failure of a successor to assume this Agreement; or (v) any other material breach by the Company of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67213fac-eb9f-4c2d-9a06-21f731b9ba53","order":71,"text":"The Executive must give the Company written notice of the circumstances relied upon as Good Reason within ninety (90) days after the Executive first becomes aware of them; the Company shall have thirty (30) days after receipt of that notice in which to cure; and, if the circumstances are not cured within that period, the Executive must terminate employment within thirty (30) days after the end of the cure period, failing which Good Reason shall be treated as waived with respect to those circumstances. This procedure is intended to satisfy the safe harbor for a good reason condition under Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e950a2a-c664-4c1d-b989-3b688c2b5e3c","order":72,"text":"For the purposes of this Agreement, \"Disability\" means the Executive's inability, by reason of a medically determinable physical or mental impairment, to perform the essential functions of the Executive's position, with or without reasonable accommodation, for a period of one hundred and twenty (120) days, whether or not consecutive, in any period of three hundred and sixty-five (365) days. Nothing in this Agreement shall be applied so as to derogate from the Company's obligations under the Americans with Disabilities Act, the Family and Medical Leave Act or any comparable state or local law, including any obligation to engage in an interactive process and to provide reasonable accommodation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b6197cb-b424-453e-a3c1-8a5f7cfb9741","order":73,"text":"\"Date of Termination\" means the date on which the Executive's employment with the Company Group actually terminates. Upon the Date of Termination the Executive shall be deemed to have resigned from every office, directorship and fiduciary position held with any member of the Company Group and with any benefit plan of the Company Group, and shall promptly execute any document reasonably requested to give effect to those resignations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45ba0c30-bf61-467f-9714-f308d16d8029","order":74,"text":"12. COMPENSATION UPON TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S12"},{"id":"1c544851-2273-44e4-bf11-4b099d85332f","order":75,"text":"Upon any termination of employment, however arising, the Company shall pay or provide to the Executive: Base Salary earned but unpaid through the Date of Termination; accrued but unused paid time off to the extent payable under Company policy or applicable state law; business expenses properly incurred but not yet reimbursed; any Annual Bonus earned in respect of a completed fiscal year but not yet paid; and all vested benefits under the employee benefit plans of the Company Group in accordance with their terms (together, the \"Accrued Obligations\"). The Accrued Obligations shall be paid within the time required by applicable state wage payment law and, in the absence of such a requirement, within thirty (30) days after the Date of Termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cb1e20f1-159c-4c1e-9d1b-beb7c02e5631","order":76,"text":"If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to the Accrued Obligations only, and to no severance or other post-termination payment or benefit under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3dd7d159-26ca-4ccc-80df-9118ea5f004e","order":77,"text":"If the Executive's employment terminates by reason of death or Disability, the Company shall pay the Executive or the Executive's estate the Accrued Obligations together with a pro-rata portion of the Annual Bonus for the fiscal year in which the Date of Termination occurs, determined on the basis of actual performance for the full fiscal year and pro-rated by reference to the number of days served in that year, payable when annual bonuses are paid to other senior executives.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"585f0fc5-3f28-4365-94ca-c147925d1f3b","order":78,"text":"If the Company terminates the Executive's employment without Cause, or the Executive resigns for Good Reason, in either case otherwise than within the Change in Control Protection Period, then, subject to the Release Condition, the Company shall pay or provide to the Executive, in addition to the Accrued Obligations: (i) an amount equal to [Months] months of the Executive's Base Salary at the rate in effect immediately before the Date of Termination, disregarding any reduction giving rise to Good Reason, payable in substantially equal installments in accordance with the Company's regular payroll practices over the [Months] months following the Date of Termination; (ii) a pro-rata portion of the Annual Bonus for the fiscal year in which the Date of Termination occurs, determined on the basis of actual performance for the full fiscal year and pro-rated by reference to the number of days served, payable when annual bonuses are paid to other senior executives; and (iii) if the Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (\"COBRA\"), payment or reimbursement by the Company of the employer portion of the premium for that coverage for the Executive and the Executive's eligible dependents for a period of up to [Months] months following the Date of Termination, ceasing earlier upon the Executive becoming eligible for group health coverage from another employer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b26fa2cb-a1fc-4913-988f-d8aa3ccdafc3","order":79,"text":"If the Company terminates the Executive's employment without Cause, or the Executive resigns for Good Reason, in either case within the Change in Control Protection Period, then, subject to the Release Condition and in lieu of and not in addition to the payments described in the preceding paragraph, the Company shall pay or provide to the Executive, in addition to the Accrued Obligations: (i) a lump sum equal to [Months] months of Base Salary together with the Target Bonus, payable within sixty (60) days after the Date of Termination; (ii) a pro-rata Target Bonus for the fiscal year in which the Date of Termination occurs; and (iii) payment or reimbursement of COBRA premiums on the terms described in the preceding paragraph for a period of up to [Months] months following the Date of Termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"de4ac928-de08-49ee-9540-4c23804a1a7d","order":80,"text":"If the Company determines in good faith that payment or reimbursement of COBRA premiums would result in a violation of, or in the imposition of an excise tax under, the Patient Protection and Affordable Care Act, Section 105(h) of the Code or any other applicable law, the Company may instead pay the Executive a fully taxable monthly cash amount equal to the applicable premium for the remainder of the relevant period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f098d010-d898-4fc2-ab02-f06eefb43e1b","order":81,"text":"The severance payments and benefits described in this Section, other than the Accrued Obligations, are conditional upon the following (together, the \"Release Condition\"): the Executive executing, delivering and not revoking a general release of claims in favor of the Company Group in the form provided by the Company, which release must become effective and irrevocable within sixty (60) days after the Date of Termination; and the Executive's continued compliance with the covenants set out in the Sections entitled \"Confidential Information,\" \"Non-Solicitation and Non-Interference\" and \"Return of Property and Post-Employment Cooperation.\" No severance shall be paid before the release becomes irrevocable and, where the sixty-day period spans two calendar years, payment shall commence in the later calendar year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a160144-fe50-450c-993f-ede051a4dc0a","order":82,"text":"The release shall not purport to waive any claim that cannot lawfully be waived, including any claim for accrued and vested benefits, any right to indemnification or coverage under a policy of insurance, any claim for workers' compensation or unemployment insurance, any right arising after the date of the release, and any right to file a charge with, or to participate in an investigation conducted by, a governmental agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64bca744-a84c-4b55-9b2d-a426b2426a98","order":83,"text":"Any severance payable under this Section shall be reduced, on a dollar-for-dollar basis and without duplication, by any amount payable to the Executive by reason of a notice requirement or of pay in lieu of notice under the Worker Adjustment and Retraining Notification Act or any comparable state or local law, by any statutory termination or severance payment, and by any Base Salary paid in respect of a period of leave imposed under the Section entitled \"Termination of Employment.\"","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb2086f9-0638-472f-abf6-1a03e67cda45","order":84,"text":"If the Executive dies after the Date of Termination and before every amount payable under this Section has been paid, the unpaid balance shall be paid to the beneficiary designated in writing by the Executive or, in the absence of a valid designation, to the Executive's estate, at the times at which it would otherwise have been paid. No right under this Agreement is assignable by the Executive or subject to attachment, execution or levy, except as required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7bf876ad-e446-4f7c-b423-3140e0b2ae4b","order":85,"text":"The Executive shall be under no obligation to seek other employment or otherwise to mitigate the amounts payable under this Section, and, except as expressly provided in this Section, no amount payable shall be reduced by any compensation earned by the Executive from another source. The payments and benefits provided under this Section are in lieu of, and not in addition to, any severance payment or benefit to which the Executive might otherwise be entitled under any severance plan, policy or arrangement of the Company Group, and the Executive waives any such other entitlement to the fullest extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb633f20-e9f3-471b-9142-19c9e6a26e1b","order":86,"text":"13. PARACHUTE PAYMENTS UNDER SECTION 280G OF THE CODE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S13"},{"id":"127805d1-6652-46a7-b160-8af8fed4f93e","order":87,"text":"This Section applies if any payment or benefit received or to be received by the Executive, whether under this Agreement or otherwise and whether or not in connection with a change in ownership or effective control (together, the \"Total Payments\"), would constitute a \"parachute payment\" within the meaning of Section 280G of the Code and would therefore be subject to the excise tax imposed by Section 4999 of the Code (the \"Excise Tax\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9258404-93dc-4a3d-aab5-9fffb859bbdc","order":88,"text":"The Total Payments shall be reduced to the greatest amount that may be paid without any part of the Total Payments being subject to the Excise Tax, but only if that reduction results in the Executive receiving a greater amount on an after-tax basis, taking into account all applicable federal, state and local income, employment and excise taxes, than the Executive would receive without any reduction. Any reduction shall be applied first to cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code, then to other cash payments in reverse order of scheduled payment date, and then to non-cash benefits and equity acceleration in reverse order of scheduled vesting date, in each case in the manner that produces the greatest economic benefit to the Executive and, as between economically equivalent amounts, on a pro-rata basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e27e7f09-fbb1-4d58-a06e-28402f552170","value":"cutback","type":"add","operator":"="}]},{"id":"7e419878-4d77-43c7-b1ee-60e09ad4465a","order":89,"text":"The Company shall pay the Executive an additional amount (the \"Gross-Up Payment\") such that, after payment by the Executive of all taxes, including any interest and penalties, any federal, state and local income and employment taxes and any Excise Tax imposed upon the Gross-Up Payment itself, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. The Gross-Up Payment shall be made no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes, as required by Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e27e7f09-fbb1-4d58-a06e-28402f552170","value":"grossup","type":"add","operator":"="}]},{"id":"537d8ffa-ace4-4f5b-b5a8-994139595dcb","order":90,"text":"No reduction shall be made to the Total Payments and the Company shall make no additional payment in respect of the Excise Tax. The Executive shall be solely responsible for any Excise Tax imposed under Section 4999 of the Code, and the Company shall withhold from the Total Payments every amount required to be withheld under Section 4999 of the Code and any other applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e27e7f09-fbb1-4d58-a06e-28402f552170","value":"none","type":"add","operator":"="}]},{"id":"6f8a7cdf-91f5-406f-8eb8-c77eeabd21bf","order":91,"text":"Every determination required under this Section, including whether and to what extent the Total Payments constitute parachute payments, the value of any restrictive covenant given by the Executive, and the assumptions to be applied, shall be made by a nationally recognized accounting or compensation consulting firm selected by the Company and reasonably acceptable to the Executive, whose fees and expenses shall be borne solely by the Company. Those determinations shall be binding upon the Parties in the absence of manifest error. Where the Company is eligible to do so, it shall use commercially reasonable efforts to seek the shareholder approval described in Section 280G(b)(5) of the Code, although nothing in this Agreement obliges the Company to obtain that approval.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cfd3824e-bc18-4202-8bf4-a78cdc3f7c02","order":92,"text":"14. COMPLIANCE WITH SECTION 409A OF THE CODE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S14"},{"id":"bc8b268d-ebaf-487b-9dc9-99c638d07254","order":93,"text":"This Agreement is intended to comply with, or to be exempt from, Section 409A of the Code and shall be interpreted and administered accordingly. Each payment under this Agreement shall be treated as a separate payment for the purposes of Section 409A of the Code, and any right to a series of installment payments shall be treated as a right to a series of separate payments. Amounts payable by reference to a termination of employment shall be paid only upon a \"separation from service\" within the meaning of Section 409A of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67b23102-ff63-46fe-a962-3cd33c227013","order":94,"text":"If the Executive is a \"specified employee\" within the meaning of Section 409A of the Code on the Date of Termination, any payment of deferred compensation that would otherwise be made during the six (6) months following the separation from service shall be delayed and paid in a single lump sum on the first business day after the expiry of that six-month period or, if earlier, upon the Executive's death, together with interest at the applicable federal short-term rate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3ca9adcd-bab5-4094-91b7-ccc4809e7fce","order":95,"text":"In no event may the Executive designate, directly or indirectly, the calendar year of any payment. The Company makes no representation that the payments and benefits provided under this Agreement comply with Section 409A of the Code and shall have no liability to the Executive for any tax, interest or penalty imposed under Section 409A of the Code, except to the extent that liability arises from the Company's gross negligence or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"68d8e0ca-0964-4810-b156-960552aaf436","order":96,"text":"15. CLAWBACK AND RECOUPMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S15"},{"id":"c85bb759-d9d9-4bc4-8eec-e3d166ca3b79","order":97,"text":"All incentive-based compensation paid or payable to the Executive, including any Annual Bonus and any equity award, is subject to recovery under any clawback or recoupment policy adopted by the Company from time to time, including any policy adopted in order to comply with Section 10D of the Securities Exchange Act of 1934, Rule 10D-1 under that Act and the listing standards of any national securities exchange or association on which the Company's securities are or become listed, and under Section 304 of the Sarbanes-Oxley Act of 2002 or any other applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f50f55c2-b278-4d8e-bc10-6baa09006507","order":98,"text":"The Executive shall promptly repay any amount required to be recovered under such a policy or law and acknowledges that no recovery effected in accordance with such a policy or law shall constitute Good Reason or a breach of this Agreement by the Company. The Executive authorizes the Company, to the extent permitted by applicable state wage payment law, to effect recovery by set-off against any sum otherwise payable to the Executive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ea59d214-ff77-4555-89d1-9f83a9c2c656","order":99,"text":"No right of set-off, recoupment or deduction conferred by this Agreement shall be exercised against any amount that constitutes deferred compensation within the meaning of Section 409A of the Code, except to the extent that the set-off is permitted by that Section, nor against any amount whose set-off is prohibited by applicable state wage payment law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"66b50d11-8186-4d6b-8bc0-8323da4adf0d","order":100,"text":"16. CONFIDENTIAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S16"},{"id":"9c4a23f7-948b-49c7-b2d6-b22e80fcf32b","order":101,"text":"\"Confidential Information\" means all non-public information, in whatever form or medium, relating to the business, operations, finances, personnel, customers, suppliers, investors, products, services, research, technology, pricing, methods or strategy of any member of the Company Group, including trade secrets within the meaning of the Defend Trade Secrets Act of 2018 and of applicable state law, and including information of a third party that the Company Group is obliged to keep confidential, whether or not marked or identified as confidential. Confidential Information does not include information that is or becomes generally available to the public otherwise than through a breach of an obligation of confidentiality, or that the Executive can demonstrate was lawfully in the Executive's possession, free of any obligation of confidence, before its disclosure by the Company Group.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b379b67-5506-497b-9809-baca00ae6ef2","order":102,"text":"During employment and at all times after the Date of Termination, the Executive shall hold all Confidential Information in strict confidence, shall not use it otherwise than in the proper performance of duties for the Company Group, and shall not disclose it to any person except as authorized by the Company or as required by law or legal process. Where disclosure is required by law or legal process, the Executive shall, to the extent lawful and practicable, give the Company prompt written notice so that it may seek a protective order. Obligations with respect to information constituting a trade secret shall continue for so long as the information remains a trade secret under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"689bd118-42ed-4e96-bbe3-646eac5982c3","order":103,"text":"Pursuant to the Defend Trade Secrets Act of 2018, the Executive is notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to that individual's attorney and use the trade secret information in the court proceeding, provided that the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"01a35801-0317-4164-990a-9f8a3975a2c0","order":104,"text":"Nothing in this Agreement prohibits or restricts the Executive 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 Securities and Exchange Commission, the Occupational Safety and Health Administration, the Department of Justice, any state or local fair employment practices agency or any other federal, state or local governmental agency or commission; from exercising rights protected by Section 7 of the National Labor Relations Act, including the right to discuss wages, hours and other terms and conditions of employment; or from receiving any award paid by a governmental agency for information provided to it. The Executive is not required to notify the Company before or after engaging in any such activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a047967c-8f1d-4c97-9113-b648e8c04eb8","order":105,"text":"The Executive shall keep the terms of this Agreement confidential, save that the Executive may disclose them to the Executive's spouse or domestic partner and to the Executive's attorneys, accountants and financial advisers on terms of confidence, as required by law or legal process, or as necessary in order to enforce this Agreement. Nothing in this paragraph restricts any disclosure protected by the preceding paragraph, by the National Labor Relations Act or by applicable state law, nor prevents the Company from making any disclosure required by the securities laws, including the filing of this Agreement as an exhibit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6123ab56-bfc4-4beb-b792-47df1c40849b","order":106,"text":"17. WORKPLACE PRIVACY AND ELECTRONIC MONITORING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S17"},{"id":"9f187d62-792f-40d8-8480-6fd3e5c1dd17","order":107,"text":"The Executive acknowledges having been notified that the Company Group may monitor, intercept, access, review, retain and disclose telephone conversations, email, internet activity and other electronic communications and activity conducted on, or transmitted through, the systems, devices, networks and accounts that it provides or that are used for its business, by any means including automated monitoring, and that the Executive should have no expectation of privacy in relation to that use. This notice is given for the purposes of, among others, New York Civil Rights Law Section 52-c and the comparable electronic monitoring notice statutes of Connecticut, Delaware and any other applicable jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5bcd189e-8084-43a8-9ca0-65210cad969b","order":108,"text":"The Company Group shall collect and process the Executive's personal information for the purposes of the employment relationship and in accordance with applicable law and with its privacy notice as in effect from time to time, and shall not be prevented by this Agreement from exercising any right or discharging any obligation under applicable privacy law. Nothing in this Section limits any right that the Executive may have under an applicable state privacy statute, and nothing in it authorizes monitoring of activity protected by Section 7 of the National Labor Relations Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac7da323-db07-4f31-a206-c7c1484cc9cc","order":109,"text":"18. ASSIGNMENT OF INVENTIONS AND INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S18"},{"id":"dc12cb31-818e-4827-9b3e-870ce3dc7e85","order":110,"text":"The Executive assigns to the Company, and shall assign to the Company, the Executive's entire right, title and interest in and to every invention, discovery, development, improvement, work of authorship, design, know-how, data and other intellectual property conceived, created, developed or reduced to practice by the Executive, alone or with others, during employment and either relating to the actual or demonstrably anticipated business, research or development of the Company Group or resulting from work performed for the Company Group (together, the \"Inventions\"). Every work of authorship prepared by the Executive within the scope of employment is a \"work made for hire\" within the meaning of the United States Copyright Act and, to the extent any such work is not a work made for hire, the Executive assigns all right, title and interest in it to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6af61eae-1f4d-43b3-81fa-7eef855bdb72","order":111,"text":"The Executive waives, to the fullest extent permitted by law, all moral rights and rights of attribution and integrity in the Inventions, and shall, at the Company's expense and whether during or after employment, execute every document and do every act reasonably requested by the Company in order to perfect, record, maintain, prosecute and enforce its rights in the Inventions. The Executive irrevocably appoints the Company as the Executive's attorney-in-fact for the sole purpose of executing such documents if the Executive is unable or unwilling to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f962426f-79d7-467a-ad36-a74ddcdfdb0e","order":112,"text":"This assignment does not apply to any invention that qualifies for exclusion under the law of the state in which the Executive primarily performs services, including California Labor Code Section 2870 and the comparable statutes of Delaware, Illinois, Kansas, Minnesota, Nevada, New Jersey, North Carolina, Utah and Washington, which generally exclude an invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facilities or trade secret information, except for an invention that either relates at the time of conception or reduction to practice to the employer's business or to its actual or demonstrably anticipated research or development, or results from work performed by the employee for the employer. The Executive acknowledges receipt of this written notification.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3fb9c8bb-3f11-4193-b741-78f119d4e76f","order":113,"text":"The Executive has disclosed to the Company the following inventions in which the Executive claims a pre-existing interest and which are excluded from the assignment made by this Section: [Prior inventions, or None] (a blank entry meaning that the Executive claims no such pre-existing interest).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03831e49-6a5a-4bb7-81be-10a0160cafaf","order":114,"text":"19. NON-SOLICITATION AND NON-INTERFERENCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S19"},{"id":"fe36a2d6-e7d6-4dad-b7aa-8b599fb39cc3","order":115,"text":"During employment and for a period of [Months] months after the Date of Termination, the Executive shall not, directly or indirectly, whether on the Executive's own behalf or on behalf of any other person, solicit, induce or attempt to induce any employee, consultant or independent contractor of the Company Group with whom the Executive had material contact, or about whom the Executive obtained Confidential Information, during the [Months] months preceding the Date of Termination, to terminate or diminish that person's relationship with the Company Group, nor hire or engage any such person. A general advertisement not specifically directed at personnel of the Company Group, and the hiring of a person who responds to it without any other solicitation, shall not breach this covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e99b730-6c8b-457a-b218-6699ef3f0a45","order":116,"text":"During the same period the Executive shall not, directly or indirectly, solicit or attempt to solicit any customer, client, supplier, licensee, investor or other business relation of the Company Group with whom the Executive had material contact, or about whom the Executive obtained Confidential Information, during the [Months] months preceding the Date of Termination, for the purpose of providing products or services competitive with those of the Company Group, nor otherwise interfere or attempt to interfere with any such relationship.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0693a861-074a-47d3-8605-7a9bb37b2b31","order":117,"text":"The Executive acknowledges that these covenants are reasonable and necessary in order to protect the Confidential Information, trade secrets, customer relationships and goodwill of the Company Group, and that they are given in consideration of employment, of access to Confidential Information and of the compensation and benefits provided under this Agreement. These covenants apply only to the maximum extent permitted by the law of the state whose law governs their enforceability and shall be applied as modified in accordance with the Section entitled \"Remedies; Injunctive Relief; Reformation\" where necessary in order to render them enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b2836006-b35e-4ad9-acb7-59e61cebe17f","order":118,"text":"20. NON-COMPETITION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"no","type":"remove","operator":"="}],"marginTop":"22","sectionNum":"S20"},{"id":"870fddd2-cd0a-4f49-93e4-191d299a284f","order":119,"text":"During employment and for a period of [Months] months after the Date of Termination, the Executive shall not, within [Geographic scope], directly or indirectly, whether as owner, partner, member, shareholder, director, officer, employee, consultant or agent, engage in, or provide to any person engaged in, services substantially similar to those provided by the Executive to the Company Group in the following business: [Description of the restricted business] (the \"Restricted Business\"). The passive ownership of not more than one percent (1%) of the outstanding securities of a publicly traded company shall not breach this covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"no","type":"remove","operator":"="}]},{"id":"a78ec1d4-6d05-4e49-9ffc-ce20dae3705f","order":120,"text":"The Executive acknowledges that employment, continued access to Confidential Information and the compensation and benefits provided under this Agreement, including any severance, constitute fair and reasonable consideration for the covenant contained in this Section. Where the law of the state whose law governs the enforceability of this covenant requires separate or additional consideration, or a payment during the restricted period, in order for a covenant of this kind to be enforceable, this covenant shall be enforceable only to the extent that the requirement is satisfied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"standard","type":"add","operator":"="}]},{"id":"dfcc21d5-afb1-4cac-9d43-112556d168dd","order":121,"text":"In consideration of the covenant contained in this Section, the Company shall pay the Executive, throughout the restricted period and on the Company's regular payroll dates, an amount equal to [Percentage]% of the highest annualized Base Salary paid to the Executive during the two (2) years preceding the Date of Termination. Those payments shall be reduced, without duplication, by any severance paid under the Section entitled \"Compensation Upon Termination\" in respect of the same period. This consideration is intended to satisfy the requirement of any state that conditions the enforceability of such a covenant upon a payment during the restricted period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"garden","type":"add","operator":"="}]},{"id":"00ff7372-c79c-4f91-a037-7594750fe035","order":122,"text":"The Company may waive this covenant, in whole or in part, by written notice given to the Executive within ten (10) business days after the Date of Termination, in which case no further payment shall fall due under the preceding paragraph in respect of the waived portion and the Executive shall be released to that extent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"garden","type":"add","operator":"="}]},{"id":"152005de-9c98-40ac-9783-7a2d55cf721c","order":123,"text":"This covenant is expressly limited by, and shall be applied only to the extent permitted by, the law of the state in which the Executive primarily resides and works. Without limiting that limitation, this covenant shall be void and of no effect if and to the extent that the Executive primarily resides and works in a state in which a post-employment covenant not to compete is prohibited or is unenforceable against the Executive, whether by reason of a statutory or judicial prohibition, of the Executive's earnings being below an applicable statutory threshold, of the absence of statutorily required advance notice, or of the absence of statutorily required consideration. The invalidity of this covenant shall not affect any other covenant contained in this Agreement, and this covenant shall not restrict the practice of law by an attorney nor the practice of any profession where a covenant of that kind is prohibited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"no","type":"remove","operator":"="}]},{"id":"ba9acc3a-42b2-4c4d-9fda-365932285de7","order":124,"text":"The Executive acknowledges having been advised of the right to consult an attorney before signing this Agreement and having been afforded a reasonable period in which to do so and, where required by applicable state law, having received this Agreement in writing at least fourteen (14) days before the earlier of the date of acceptance of the offer of employment and the Start Date. This covenant shall not be enforced against the Executive if the Company terminates the employment without Cause or the Executive resigns for Good Reason, except to the extent that the Company pays the severance provided under the Section entitled \"Compensation Upon Termination\" or continues to pay any consideration described in this Section. The remedies described in the Section entitled \"Remedies; Injunctive Relief; Reformation\" apply equally to a breach of this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"32a3d65a-dcb1-4b59-b30f-c7b3e7ee13c3","value":"no","type":"remove","operator":"="}]},{"id":"c4f5c7e5-bd33-46fb-8d66-c2c54e32ea08","order":125,"text":"21. RETURN OF PROPERTY AND POST-EMPLOYMENT COOPERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S21"},{"id":"de77b964-8f9c-45b1-b1a7-9597313aee77","order":126,"text":"Upon the Date of Termination, or earlier upon request, the Executive shall promptly deliver to the Company every item of property of the Company Group in the Executive's possession or control, including documents, records, devices, credentials and every copy of Confidential Information in any medium, and shall permanently delete any Confidential Information held on personal devices or in personal accounts, certifying compliance in writing if requested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3847f51a-8bb8-483f-ace0-3e4472235581","order":127,"text":"For a period of twenty-four (24) months after the Date of Termination the Executive shall cooperate reasonably with the Company Group in connection with any investigation, litigation, arbitration or regulatory proceeding relating to matters within the Executive's knowledge, subject to the Executive's other professional and personal commitments. The Company shall reimburse the Executive's reasonable out-of-pocket expenses and, where the cooperation is required after the Date of Termination and is more than de minimis, shall pay the Executive a reasonable per diem. Nothing in this Section requires the Executive to testify otherwise than truthfully or to refrain from cooperating with a governmental agency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39d065a3-2cd1-445c-8bd6-4490cb86946a","order":128,"text":"22. NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S22"},{"id":"bb2b2436-62b1-4478-a995-5de886f1645a","order":129,"text":"The Executive shall not make, publish or communicate any statement that disparages the Company Group or any of its officers, directors, products or services, and the Company shall instruct the members of the Board and its executive officers not to make, publish or communicate any statement that disparages the Executive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"52b9ab94-87a6-4777-843a-e725781f067f","order":130,"text":"This Section does not apply to, and shall not be construed so as to limit, truthful statements made in the course of any legal, arbitral, administrative or regulatory proceeding; any statement or disclosure permitted by the Section entitled \"Confidential Information\"; any statement concerning conduct that the Executive reasonably believes to constitute unlawful discrimination, harassment, retaliation, a wage and hour violation or sexual assault; or any statement the restriction of which would be unenforceable under the Speak Out Act, the National Labor Relations Act or any applicable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3baa3b82-e2ce-4e42-a13b-070176b82f0c","order":131,"text":"23. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S23"},{"id":"632a55a5-a137-4975-a863-96c8dc50d93d","order":132,"text":"The Executive represents and warrants to the Company that the Executive is not subject to any employment, non-competition, non-solicitation, confidentiality or other agreement or obligation that would prevent, restrict or interfere with the Executive's acceptance of employment or the performance of the Executive's duties under this Agreement; that the Executive has disclosed to the Company every such agreement in existence; that the Executive will not use or disclose to any member of the Company Group any confidential information or trade secret belonging to a former employer or to any other third party; and that the Executive is legally authorized to work in the United States and will provide the documentation required in order to verify employment eligibility.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cc000cb-8d5d-4e13-bcd2-4db242e74ccb","order":133,"text":"24. INDEMNIFICATION AND INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S24"},{"id":"37f3b3e0-f4e2-44ea-be97-8fecaba78f18","order":134,"text":"The Company shall indemnify the Executive and hold the Executive harmless to the fullest extent permitted by the law of the state of the Company's organization and by the Company's certificate of incorporation, bylaws or equivalent constitutional documents, in respect of any claim, action or proceeding arising out of the Executive's service as an officer, director, employee or fiduciary of any member of the Company Group, and shall advance expenses, including reasonable attorneys' fees, as and when incurred, subject to an undertaking by the Executive to repay those amounts if it is finally determined that the Executive was not entitled to indemnification.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00586f9b-9587-40b3-b3c8-4496a2ac2cc9","order":135,"text":"For so long as the Executive serves and for a period of six (6) years thereafter, the Company shall maintain directors' and officers' liability insurance covering the Executive on terms no less favorable than those applicable to the other senior executives and directors of the Company. The obligations under this Section survive termination of employment and are in addition to, and not in substitution for, any other right of indemnification or advancement to which the Executive may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5db20e51-f64e-4308-9cf9-267d0d52b26a","order":136,"text":"25. REMEDIES; INJUNCTIVE RELIEF; REFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S25"},{"id":"90afd1cc-d312-494c-a019-baf777b1697b","order":137,"text":"The Executive acknowledges that a breach or threatened breach of the covenants set out in the Sections entitled \"Confidential Information,\" \"Assignment of Inventions and Intellectual Property,\" \"Non-Solicitation and Non-Interference,\" \"Return of Property and Post-Employment Cooperation\" and \"Non-Disparagement\" would cause the Company Group irreparable harm for which damages would be an inadequate remedy. Accordingly, the Company shall be entitled to seek specific performance and injunctive relief, without the necessity of posting a bond or of proving actual damages, in addition to any other remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67d7a73a-ceb4-431d-a136-fc11c4c7c949","order":138,"text":"If a court or arbitrator of competent jurisdiction determines that any restrictive covenant contained in this Agreement is unenforceable by reason of its duration, its geographic scope or the range of activities it covers, that covenant shall be enforced to the maximum extent permitted by applicable law, and the court or arbitrator is authorized, to the extent permitted by the governing law, to reform the covenant accordingly. Where the governing law does not permit reformation, the offending provision shall be 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":"06f2eb7c-1187-42c4-8308-a9b62e456a73","order":139,"text":"The period of any post-employment covenant contained in this Agreement shall be extended by the length of any period during which the Executive is in breach of that covenant, to the extent permitted by applicable law. The failure of the Company to enforce a covenant on one occasion shall not preclude enforcement on any other occasion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1de16f0e-38e5-4935-a197-5a66b7d8ebc9","order":140,"text":"26. DISPUTE RESOLUTION AND GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S26"},{"id":"3b491d53-8c24-43aa-874d-43f9a726d06a","order":141,"text":"This Agreement, and every claim arising out of or relating to it or to the Executive's employment, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. If, however, the Executive primarily resides and works in another state whose law would, as a matter of that state's public policy, govern the enforceability of a restrictive covenant contained in this Agreement, the law of that state shall govern the enforceability of that covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9266400-f7b6-49df-a28d-b0e669f608b1","order":142,"text":"Before commencing any proceeding, the Parties shall use reasonable efforts to resolve the dispute through good-faith discussion between the Executive and the Board over a period of not less than thirty (30) days, provided that this requirement shall not prevent either Party from seeking urgent injunctive relief or from taking any step necessary in order to preserve a claim within a limitation period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"86eabccf-aa53-4c21-a6f7-ae2ee3963576","order":143,"text":"Except as provided below, every dispute, claim or controversy arising out of or relating to this Agreement, to the Executive's employment or to its termination shall be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Employment Arbitration Rules and Mediation Procedures, in the city and state in which the Executive was principally employed immediately before the dispute arose or in such other place as the Parties may agree. Judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award any remedy that a court could award, shall issue a reasoned written award and shall apply the substantive law identified in this Section. The Company shall pay all fees and costs unique to arbitration, and each Party shall otherwise bear its own attorneys' fees except to the extent that a fee award is available under an applicable statute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3a26f63b-14de-4fb2-9808-bb4f5f3fadd1","value":"arbitration","type":"add","operator":"="}]},{"id":"86c5f5f6-7efc-4c55-9e7e-92b4d530cfd3","order":144,"text":"Notwithstanding the preceding paragraph, either Party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in aid of arbitration. In addition, and notwithstanding any other provision of this Agreement, the Executive may elect not to arbitrate, and may instead pursue in court, any claim alleging sexual harassment or sexual assault, as provided by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, together with any other claim that applicable law provides may not be compelled to arbitration. Nothing in this Agreement waives any right to file a charge with, or to participate in a proceeding before, a governmental agency, and no claim shall be required to be arbitrated on a class or collective basis in any jurisdiction in which such a requirement is unenforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3a26f63b-14de-4fb2-9808-bb4f5f3fadd1","value":"arbitration","type":"add","operator":"="}]},{"id":"aa7cf8b1-4303-4517-a7d1-41bb8fc10284","order":145,"text":"The arbitration shall be private and confidential, save to the extent that disclosure is required by law, is necessary in order to enforce or challenge the award, or is made to a Party's professional advisers or insurers on terms of confidence. The arbitrator shall be a retired judge or an attorney having substantial experience of executive employment disputes. No limitation period applicable to a claim is shortened by this Section, and the arbitrator shall apply the limitation period that a court would apply to the same claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3a26f63b-14de-4fb2-9808-bb4f5f3fadd1","value":"arbitration","type":"add","operator":"="}]},{"id":"91cdeea4-b671-42ee-9f36-724da390c8b3","order":146,"text":"Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in respect of every dispute, claim or controversy arising out of or relating to this Agreement, to the Executive's employment or to its termination, and waives any objection based upon venue or forum non conveniens. Either Party may seek injunctive relief in aid of the covenants contained in this Agreement in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3a26f63b-14de-4fb2-9808-bb4f5f3fadd1","value":"courts","type":"add","operator":"="}]},{"id":"33f7d8e2-dd1a-427c-b89a-c9b22ca8e792","order":147,"text":"EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TO THE EXECUTIVE'S EMPLOYMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3a26f63b-14de-4fb2-9808-bb4f5f3fadd1","value":"courts","type":"add","operator":"="}]},{"id":"1e216242-c771-43d0-b4f0-b736973848eb","order":148,"text":"In any proceeding to enforce or to construe this Agreement that is commenced after a Change in Control, the Company shall reimburse the Executive's reasonable attorneys' fees and expenses as and when incurred, provided that the Executive shall repay those amounts if the Executive's claims are finally determined to have been brought in bad faith or to be frivolous. In any other proceeding, each Party shall bear its own costs, except to the extent that an award of fees is available under an applicable statute or is ordered by the court or the arbitrator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"876fd209-c8a3-4da3-8bfd-7769da89f565","order":149,"text":"27. ASSIGNMENT AND SUCCESSORS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S27"},{"id":"f808da7a-2e3b-4125-9473-78e68bf3e0b5","order":150,"text":"This Agreement is personal to the Executive and may not be assigned by the Executive. The Company may assign this Agreement to any member of the Company Group or to any successor to all or substantially all of its business or assets, whether by merger, consolidation, sale or otherwise. The Company shall require every such successor expressly to assume and to agree to perform this Agreement in the same manner and to the same extent as the Company would have been required to perform it had no succession taken place, and failure to obtain that assumption before the effective date of a succession shall constitute a material breach of this Agreement. This Agreement binds and inures to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d7d2d0e-7d9e-4e3c-af10-478ebf768b0b","order":151,"text":"28. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S28"},{"id":"f5e3c26c-5039-4e0e-ac94-3ddd8cef560f","order":152,"text":"Every notice under this Agreement shall be in writing and shall be delivered personally, sent by nationally recognized overnight courier or sent by certified mail with return receipt requested, addressed to the Company at its principal executive offices marked for the attention of [Name and title of the Company recipient], and to the Executive at the address stated at the head of this Agreement or at the most recent address recorded in the Company's files. A copy sent to the Executive at [Executive email address] shall be a courtesy copy only and shall not itself constitute notice. Notice takes effect upon receipt or, if earlier, on the third business day after mailing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"31e369b5-0da5-4bd6-896d-a4bb01687c18","order":153,"text":"29. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S29"},{"id":"7adb7d18-5d35-41d0-8a3e-95ce77797417","order":154,"text":"This Agreement, together with the Plan and any applicable award agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes every prior and contemporaneous agreement, offer letter, understanding, negotiation and representation, whether written or oral. The Executive acknowledges that no representation has been made to the Executive other than as set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac0cc8cb-10f5-47d0-982b-8ac9181d2012","order":155,"text":"No amendment to this Agreement is effective unless it is in writing and signed by the Executive and by a director or officer of the Company duly authorized for that purpose. No waiver of a breach shall constitute a waiver of any other or subsequent breach, and no failure or delay in exercising a right shall operate as a waiver of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f6c353b-bc87-4b3e-9dde-a9a0a21b5d1b","order":156,"text":"If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary in order to render it enforceable or, if modification is not permitted, shall be 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":"15d2c061-3b53-43a1-aadf-84b1b916e186","order":157,"text":"The provisions of this Agreement which by their nature are intended to survive termination of employment, including the Sections entitled \"Compensation Upon Termination,\" \"Confidential Information,\" \"Assignment of Inventions and Intellectual Property,\" \"Non-Solicitation and Non-Interference,\" \"Return of Property and Post-Employment Cooperation,\" \"Non-Disparagement,\" \"Workplace Privacy and Electronic Monitoring,\" \"Indemnification and Insurance,\" \"Remedies; Injunctive Relief; Reformation\" and \"Dispute Resolution and Governing Law,\" shall survive termination and remain binding upon the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d24774fd-1cff-4543-a888-2981444f3f95","order":158,"text":"This Agreement confers no right upon any person who is not a Party, except that each member of the Company Group and each person entitled to indemnification under the Section entitled \"Indemnification and Insurance\" may enforce the provisions expressed to be for that person's benefit, and except that the Executive's beneficiary or estate may enforce any right to payment arising after the Executive's death.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f274840b-3b4a-405a-adba-6b9672b36c58","order":159,"text":"This Agreement may be executed in counterparts, including by electronic signature or by exchange of scanned copies, each of which is an original and all of which together constitute one and the same instrument. Headings are included for convenience only and do not affect construction. This Agreement is the product of negotiation between the Parties and shall not be construed against either Party as its drafter. A reference to a statute includes any successor provision and the regulations issued under it. The word \"including\" means including without limitation, the singular includes the plural, and a reference to a Section is a reference to a Section of this Agreement. All payments under this Agreement are subject to withholding and deduction of all taxes and other amounts required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"9be1e226-ae86-4224-a0ce-d95bdac72f9a","order":160,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"14"},{"id":"c7322ad2-1eae-4775-9118-45b69685f749","order":161,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ec1c9e99-f077-4dcc-9efd-ab88b0670cdd","order":162,"text":"[Company legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"f113e257-f444-46be-afe2-fbafd65ae547","order":163,"text":"By: __________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4ee4610e-5f07-48a2-a4c4-0af04205f38d","order":164,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1fbea2be-d8e7-4b27-9233-f7b22d1cd93b","order":165,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ad0a08ec-daca-42e4-ae56-3b0e86ff1dfd","order":166,"text":"Date: [Date of signature]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"26","cflou":false,"active":true},{"id":"c7f8b208-d6ac-465e-9753-ec21872bdcc7","order":167,"text":"THE EXECUTIVE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cc6a7755-5ded-4e00-8818-a8543e35bfe7","order":168,"text":"[Executive full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"f318d130-24f5-4eb0-ae57-959f5190726c","order":169,"text":"Signature: __________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"80c879d2-9d39-4073-940b-f303d76161bc","order":170,"text":"Date: __________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"c9fc3850-e1b4-4cec-b60f-95096d5b70e9","order":171,"text":"The Executive acknowledges having read this Agreement in full, having had the opportunity to consult independent legal counsel of the Executive's own choosing, and having understood and accepted its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]