TRlNEt集团，公司。
就业 协议
这份雇佣协议 协议内容(本 "协议') 是签署 股份 之间 在Jeff Hayward之间， 这个“执行官”，‘您’或‘您的’·') 和框架。有关详细信息，请参阅UBS集团报酬报告TriNet 美国, Inc., a 特拉华州公司（该 “公司”） (每个 “Party” 和框架。有关详细信息，请参阅UBS集团报酬报告共同被称为 “各方”）， 截至2022年6月6日 下称“公司）"自从日期").现在，因此， 在MF患者中考虑 的这个承诺 和框架。有关详细信息，请参阅UBS集团报酬报告这个相互契约 考虑因素。 包括， 各方特此 同意 如下所示：
1.公司雇佣
1.1职务与责任。 根据所规定的 条款 在此， 和框架。有关详细信息，请参阅UBS集团报酬报告生效的和 日期在您开始新英顺的时候 业务 与这个公司，即 不会没有 稍后 元的利息，以支付解散费用)，除此之外，赎回将完全消除公共股东的股东权利(包括接收进一步清算分配的权利，如果有的话)；(iii)尽快根据股东和董事的批准而决定清算和解散，前提是根据开曼群岛法规定，为债权人的索赔和其他适用法律的要求提供保护。六月 30, 2022 下称“公司）"生效 日期" ), 你 将负责 一名员工 这个公司，并且，在其他板块中 事物， 您将担任 trinet group 的官员 这个首席执行官和技术 公司。 ("trinet group", 哪些股票派息是这个母公司 的这个公司) 和框架。有关详细信息，请参阅UBS集团报酬报告你 将报告给 首席 高级主管 的这个公司。 在您的预约期间 就业与 公司你 将投入 在整个夏天提供所有的优惠，下载麦当劳应用程序开始赚取MyMcDonald's Rewards积分；每花费1美元= 100个奖励积分。累计积分以兑换免费餐单项目，如麦香鸡三明治或熊孩子乐餐。最 精心努力 英顺 大幅 所有板块 在整个夏天提供所有的优惠，下载麦当劳应用程序开始赚取MyMcDonald's Rewards积分；每花费1美元= 100个奖励积分。累计积分以兑换免费餐单项目，如麦香鸡三明治或熊孩子乐餐。业务时间 和框架。有关详细信息，请参阅UBS集团报酬报告关注（除了 界于假期 时段 和框架。有关详细信息，请参阅UBS集团报酬报告合理时段 的疾病 或其他 能力不足 允许的 这个公司的 一般的。雇用 业务) trinet group的业务 它的 子公司 包括以下内容 公司（该 "trinet group"). 在这个 关系， 您应 预计 就 执行这些任务 公司要求的职责， 在 范围内 。 它的 政策 和框架。有关详细信息，请参阅UBS集团报酬报告依照最高的专业和法律标准。 道德 标准。 尽管如此 前述内容， 已经 承认并同意 你 可能 参与 在MF患者中身份币。 以及非盈利 活动英顺 并且/或者担任非竞争性的公司董事会的成员；但是， 董事会 董事会 非竞争性公司的董事会的成员；但是， 私人 或公共 但是， 在MF患者中每个案例是 这类活动会 否t 在重大干扰 与业务性能的情况下 您的职责 以下 未来，界于在任何服务 董事会的 董事会， 优先 批准应当是 获得自 首席 法律执行官 因素。公司。
1.2自由雇佣制。
您与之间的关系 这个公司 是是自由裁量的， 指那个你 和框架。有关详细信息，请参阅UBS集团报酬报告这个公司将 未获得终止权 在整个夏天提供所有的优惠，下载麦当劳应用程序开始赚取MyMcDonald's Rewards积分；每花费1美元= 100个奖励积分。累计积分以兑换免费餐单项目，如麦香鸡三明治或熊孩子乐餐。雇佣关系 这个在任何情况下都可以 时间 有或无原因，并或无预先 通知。此外， 额外的 这个公司 保留这个 谨慎 修改您的聘用条款 的您的就业, 包括但不限于 就 职位、职责， 汇报关系， 公司办公室 地点， 薪酬和， 福利， 任何 时间； 然而，前面的第（a）(1)(i)、（a）(1)(ii)和（a）(1)(iii)段不适用，如果需要包含通过第13或第15(d)调节或呈报给证券交易委员会的注册声明中已包含该段落要求包含在后效修正案中的信息，或者在注册声明中包含的适用424(b)条款的说明书中。任何这类 修改 将未授予不影响您根据 这个离职计划的权利 在MF患者中按照 with its terms (as defined below). You also 可能会 从中移除 任何职位 你 持有 在这个行业板块中，manner 指定的 华汇集团股份有限公司（"HGSL"）公司章程 的这个公司和 适用法律。
1.3公司雇佣 政策。 本基金寻求于东欧地区注册的主要权益关联发行人的长期升值投资。雇佣双方之间的关系 这个双方将受 管理 通过这协议和 标准 雇佣 术语 和框架。有关详细信息，请参阅UBS集团报酬报告条件 如所述 其它条款中详细说明了 公司的员工手册 手册 和框架。有关详细信息，请参阅UBS集团报酬报告另外还包括其他形式的协议， 政策 和框架。有关详细信息，请参阅UBS集团报酬报告程序， 关于公司， 包括那些，有关强制性 仲裁 与雇佣有关的争议， 就 就业相关争议的规定， 这个保护 保密信息保护和 这个发明创作分配，除非 那个当 条款 的这 来自或者是其他 在MF患者中与其他冲突 这个公司的 一般的。就业 政策 或程序， 这协议将控制。您的 失败 或拒绝其他 拒绝完成任何 的这个公司的 上述 标准形式协议或同意公司的标准 就业政策和 程序， 将导致 在这个行业板块中，自动 终止 您的 就业 没有触发 任何遣散 燃料、营业费用和供应品, 尽管 第2.6（b）节 以下或者 这个Severance 计划（如下定义）。
2.报酬。
2.1薪水。 您将获得基本工资 是根据公司政策确定 在MF患者中按照 与公司政策一致 和框架。有关详细信息，请参阅UBS集团报酬报告自三月十四日以来，受制裁的一些俄罗斯公司的投资价值已经被公平计算为零。就 由薪酬委员会审查和批准（ “委员会”") 因素。董事会iN T董事会r和 下称“公司）“董事会”） and that is 应付票据 semi-每月 on the Company's 标准 工资发放日期， 更少任何工资 扣款和 其他所需 税收和 预扣税额。 你的 年化 基本 工资起始于 生效 日期是五百 千 美元
（$500,000）。您将根据公司政策考虑年薪的调整。 并且受到评审委员会的审查和批准。 这是一个全职、免于加班的职位，您需要按照正常的工作时间以及根据您工作性质可能需要的额外时间工作。 预计 正常的业务时间以及根据您工作性质需要的额外时间。 公司的 工作 工作时间。 业务 (对于这些任务 您将不符合加班补偿资格)。
2.2股权奖励。 各方同意，作为 接受 因素。提议 的雇佣和 执行 的协议签订后， 生效日期后，首席执行官将向委员会推荐 进行一次股权授予，授予日期价值 an 一百万美元 的股票 ($1,000,000) (该 “RSU奖励” 由 的定时归属的 受限 股票单位来解决 在MF患者中TriNet的股份 在本次拟议中出售的普通股（"RSUs”) 和框架。有关详细信息，请参阅UBS集团报酬报告an 股权授予 附带授予日期 价值价值一百万美元（$1,000,000）的 “市销率奖励” 由基于绩效的限制性股票单位组成，以特利网络普通股的份额支付 结算 交易所的股份 （PSUs）。 本基金寻求于东欧地区注册的主要权益关联发行人的长期升值投资。RSU和 PSU 奖项此废止只影响接收之际便执行的本授权委托书。 根据TriNet的规定进行制定 2019 股权激励计划，须遵守设定的条款和条件 之后。 在TriNet的授予通知和授予协议中规定的条款 协议。 批准 的每个股权奖励的推荐都取决于 完全 董事的自主和不可复审的决定 实际授予的RSUs和PSUs数量 这个RSU奖励和 这个PSU 奖励将分别根据 收盘市场价决定 于授予日期 定义为 根据委员会的标准 奖励 决议语言，在获得 批准 通过委员会。 根据 这个RSU奖励 应 目前不清楚该情况是否存在。and when 授予 通过the Committee, be subject to a four-year vesting 日历 对新聘请人员的 ，其中 四分之一 因素。总股份 自三月十四日以来，受制裁的一些俄罗斯公司的投资价值已经被公平计算为零。分配给RSU奖励 (向下取整 到最接近的整数股份) 著装 在首次 周年纪念日 因素。授予日期， 和框架。有关详细信息，请参阅UBS集团报酬报告此后 十六分之一 因素。总股份在每个日历季度的分红 15这些网络直播可以在Exact Sciences公司的投资者关系部分查阅。.
在每个日历季度的那天 第二次修订的。 每个日历季度的这个月份的总股份 第一次之后 周年 的这个授权 日期（向下舍入到最接近的整数股，除了 界于最后一轮解限股 installment which 将be rounded up or down, as necessary, to account for any prior 碎股 在MF患者中在每种情况下 你 在损益表中确认。 an 雇员、非雇员董事或顾问（分别为 定义为 在TriNet的2019 TriNet的股权激励计划） 公司 或关于TriNet 未来事件。无法保证公司的实际结果和未来事件将与这些前瞻性陈述中预期的一样，由于在公司2023年12月4日的《年度信息形式》的“风险因素”栏目中讨论的因素造成。实际未来结果可能会有所不同。各种假设或因素通常应用于绘制结论或作出前瞻性信息的预测或投影，这些假设和因素基于ReconAfrica目前可获得的信息。著装 截至目前，Angel Studios已经通过天使工作室发布的项目获得了10.4万名天使公会成员将近8000万美元的投资。 本基金寻求于东欧地区注册的主要权益关联发行人的长期升值投资。市销率我们 1940年投资公司法案下市销率奖项应在授予时确定 通过委员会将根据情况确定 这个委员会的评估 的这个表现 标准 对于相关的绩效期间（在这种情况下， 情况， 这个2022年日历年)设置 之后。 在这个行业板块中，PSU 奖项， 和框架。有关详细信息，请参阅UBS集团报酬报告此废止只影响接收之际便执行的本授权委托书。 不会受市销率限制 两年分期归属 日历安排 与一半归属 于12月31, 2023年和2024年的一-一半的分期 在2024年12月31日，在 每种情况下，假如 您是员工， 非员工 董事或 顾问 (每个 如所定义 在MF患者中TriNet的2019年股权 激励计划) 的公司或 TriNet 在这样的 著装 日期。
你将被考虑在与其他人士相同的时间获得年度或定期的“更新”股权奖励 高管们， 纳入公司股权激励计划和授予协议的条款和条件。任何股权奖励的建议批准完全由委员会或其附属委员会， 股权奖励 委员会（ "EAC）).
2.3Target Variable Compensation. Each year, you will be eligible to earn an annual performance- based variable compensation amount based on the achievement of corporate performance goals established by the Company and subject to approval by the Committee and individual performance goals and objectives, with the target amount for such variable compensation established in the Company's annual executive bonus plan (the "Target Variable Compensation''.). For 2022, your Target Variable Compensation shall be 100%, of your annual base salary prorated from the Effective Date, subject to the achievement of the corporate and individual performance goals and objectives. Achievement against goals and the actual amount of the Target Variable Compensation earned will be determined by the Company, in its sole discretion, and will be subject to the approval of the Committee. In order to earn and be paid such variable compensation, you must remain an active employee throughout the full-time period for which the Target Variable Compensation is paid, and for which time period the Company and the Committee assesses perfom1ance and the related compensation amounts, and you must be employed and in good standing on the date of Target Variable Compensation distribution. Any earned Target Variable Compensation shall be paid within thirty (30) days following its determination and approval by the Committee.
2.4Sign-On Bonus. You will be eligible for a cash bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000), less applicable taxes, deductions, and withholdings, to be paid in one lump sum in Q3 2022 (the "SignOn Bonus"), provided you remain employed with the Company. In the event you voluntarily terminate your employment within one year of the Effective Date, you will be responsible for immediate repayment of the Sign-On Bonus in full to the Company.
2.5Relocation Assistance. You will be initially located remotely in Southlake, Texas until you permanent1y relocate to the San Francisco Bay Area, home to our head office located at One Park Place, Suite 600, Dublin, CA, 94568, by no later than August 31, 2024. Prior to August 31, 2024, you will consult with the Chief Executive Officer to determine the date for your permanent relocation to the San Francisco Bay Area. You will be entitled to reimbursement of up to $250,000 in relocation expenses you incur, less any applicable payroll deductions and all required taxes and withholdings. In the event that you voluntarily terminate your employment with the Company within one year following your relocation dale, you will be responsible for immediate repayment in full to the Company for any relocation expense reimbursements described herein. The last sentence of section 2.7 below applies to reimbursements for relocation expenses under this section 2.5.
2.6Company Benefits.
(a)Standard Company Benefits. You will be eligible to participate in the Company's standard employee benefits plans that are available to employees generally in the U.S., as in effect from time to time, subject to the terms and conditions of such plans.
(b)Severance Benefits. The Committee has designated you as a Participant in the TriNet Group. Inc. Amended and Restated Executive Severance Benefit Plan (the "Severance Plan"), a copy of which is attached hereto as Annex A, which shall be the only severance benefits from the Company to which you shall be entitled.
2.7Expense Reimbursements. You will be eligible for reimbursement of eligible business expenses in accordance with the Company's expense reimbursement program. For the avoidance of doubt, to the extent that any reimbursements payable by the Company to you under this Agreement or otherwise are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and the right to reimbursement will not be subject to liquidation or exchange for another benefit.
3.CONFIDENTIAL INFORMATION. As a condition of your continued employment, you must sign and comply with the Restrictive Covenants and Invention Disclosure Agreement (the "RCAIDA") attached hereto as Annex B.
4.GENERAL PROVISIONS.
4.1Notices. Any notices provided hereunder must be in writing and will be deemed effective upon the earlier of personal delivery (including, personal delivery, email and facsimile transmission), delivery by express delivery service (e.g. Federal Express), or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at their address as listed on the Company payroll (which address may be changed by either Party by written notice).
4.2Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or m1cnforccablc provision will be reformed, construed and enforced in such jurisdiction so as to render it valid, legal, and enforceable consistent with the intent of the Parties insofar as possible.
4.3Waiver. If either Party should waive any breach of any provisions of this Agreement, they or it will not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.
4.4Entire Agreement. This Agreement, including its annexes and exhibits, constitutes the entire agreement between Executive and the Company regarding the subject matter hereof. As of the Effective Date, this Agreement supersedes and replaces any and all other agreements, promises, or representations, written or otherwise, between Executive and the Company with regard to this subject matter. This Agreement is entered into without reliance on any agreement, promise, or representation, other than those expressly contained or incorporated herein, and, except for those changes expressly reserved to the Company's or Board's discretion in this Agreement, the terms of this Agreement cannot be modified or amended except in a writing signed by Executive and a duly authorized officer of the Company which is approved by the Board.
4.5Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one Party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile will be deemed the equivalent of originals.
4.6Headings and Construction. The headings of the sections hereof are included for convenience only and will not be deemed to constitute a part hereof or to affect the meaning thereof. For purposes of construction of this Agreement, any ambiguities will not be construed against either Party as the drafter.
4.7Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of their duties hereunder and they may not assign any of their rights hereunder without the written consent of the Company.
4.8Informing Subsequent Employers. If Executive's employment is terminated, the Company has the right to inform any subsequent employer of Executive's obligations under this Agreement, and can send a copy of these terms of employment to that employer.
4.9Attorney Fees. If either Party hereto brings any action to enforce their or its rights hereunder, the prevailing Party in any such action will be entitled to recover their or its reasonable attorneys' fees and costs incurred in connection with such action.
4.10Arbitration. To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to this Agreement (including the Release) or its enforcement, performance, breach, or interpretation, or arising from or relating to Executive's employment with the Company or the termination of Executive's employment with the Company, will be resolved, to the fullest extent permitted by law, by final, binding, and confidential arbitration held in San Francisco County, California and conducted by JAMS, Inc. (" JAMS"), under its then applicable JAMS Employment Arbitration Rules and Procedures. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. Executive will have the right to be represented by legal counsel at any arbitration proceeding at their expense. The arbitrator will: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a cou1t proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The Company will bear all fees for the arbitration, except for any attorneys' fees or costs associated with Executive's personal representation. The arbitrator, and not a court, will also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy or claim sought to be resolved in accordance with these arbitration procedures. Notwithstanding the provisions of this paragraph, the Parties are not prohibited from seeking injunctive relief in a court of appropriate jurisdiction to prevent irreparable harm on any basis, pending the outcome of arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in
the federal and the state courts of any competent jurisdiction.
4.11Governing Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law oftl1e State of California without regard to conflicts of laws principles.
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IN WITNESS WHEREOF, the Parties have executed this first amended and restated employment agreement effective as of the Effective Date.
TRINET USA, INC.
/s/ Burton M. Goldfield
BURTON M. GOLDFIELD
President & Chief Executive Officer
EXECUTIVE
/s/ Jeff Hayward
JEFF HAYWARD
ANNEX A
TRINET GROUP, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT PLAN
[Separately filed with the Securities and Exchange Commission as Exhibit 10.5 to the Form 10-Q, filed on April 30, 2018.]
TRINET GROUP, INC.
AMENDED AND RESTATED SEVERANCE BENEFIT PLAN PARTICIPATION NOTICE
To: JEFF HAYWARD
Date:
TriNet Group, Inc. (the "Company") l1as adopted the TriNet Group, Inc. Amended and Restated Executive Severance Benefit Plan (the "Plan"). The Company is providing you this Participation Notice to inform you that you have been designated as a "Participant" under, the Plan. A copy of the Plan document is attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together constitute the Summary Plan Description for the Plan.
You understand that by accepting your status as a Participant in the Plan, you are waiving your rights to receive any severance benefits on any type of termination of employment under any other contract or agreement with the Company.
By accepting participation, you represent that you have either consulted your personal tax or financial planning advisor about the tax consequences of your participation in the Plan, or you have knowingly declined to do so.
Please return a signed copy of this Participation Notice to Catherine Wragg at catherine.wragg@trinet.com and retain a copy of this Participation Notice, along with the Plan document, for your records.
TRINET GROUP, INC.
Signature: Printed Name: Title:
PARTICIPANT
Signature: Printed Name: Jeff Hayward
ANNEX B
RESTRICTIVE COVENANTS AND INVENTION DISCLOSURE AGREEMENT
As consideration for, among other things, my employment or continued employment after the date of this Agreement, all compensation now or hereafter paid to me, including but not limited to salary, commissions, bonus awards, insurance and other benefits, and all other forms and types of compensation and benefits, I agree to the terms and conditions of this Restrictive Covenants and Invention Disclosure Agreement ("RCAIDA" or "Agreement") as follows:
1.Maintaining Confidential Company Information.
A.I acknowledge and agree that during my employment with TriNet USA, Inc. or any of its successors, subsidiaries, assigns, and related companies including TriNet Group Inc. {collectively, the "Company"), I will have access to, receive and/or will review the Company's confidential or proprietary information or trade secrets (collectively, "Confidential Information").
"Confidential Information" shall include, but not be limited to, the following types of non-public information in any form:
Trade secrets; research and development plans or projects; marketing, sales, financial, product and customer data and reports; computer materials such as software programs, instructions, source and object code, and printouts; information regarding the Company's products, prospective products, inventions, developments, and discoveries; data compilations; development databases; business improvements; business plans (whether pursued or not); budgets; unpublished financial statements; licenses, including the terms thereof; fee agreements and vendor contracts; pricing models, formulas, and strategy; cost data and analyses; information relating to the skills and compensation of other employees of the Company; the personal information and protected health information of other employees of the Company, which I would not have obtained absent my employment with the Company, including worksite employees brought to TriNet by its customers; lists of former, current and potential customers of TriNet and all non-public information about them such as contact person(s), pricing, product and/or service needs or requirements, profitability, cost to service, and other terms; marketing strategies, forecasts and other marketing information and techniques; employment and recruiting strategies and processes; sales practices, strategies, methods, forecasts, compensation plans, and other sales information; investor information; and the identities of the Company's suppliers, vendors, and contractors1 and all information about the Company's relationships with its suppliers, vendors and contractors such as contact person(s), pricing and other terms. The definition of "Confidential Information" shall include both "know-how" (i.e., information about what works well) and "negative know-how" {i.e., information about what does not work well).
For clarity, "Confidential Information” is limited to information that is known only to the Company and its customers, vendors and/or suppliers and that is not otherwise generally available to the public. To the extent that I have any question as to whether any information constitutes Confidential Information, or whether any email, spreadsheet, PowerPoint, file, or other document contains Confidential Information, I agree to obtain the express written permission of my manager before transmitting, using or disclosing the information for any purpose that is, in whole or in part, outside of my assigned job duties or responsibilities. In no event shall I transmit, use, or disclose Confidential Information for any purpose other than a purpose that is designed to be in the best interest of the Company.
Expressly excluded from the definition of "Confidential Information" is any information that(a) through no fault of mine becomes generally known to the public and/or is readily and lawfully available to the public through a public media source such as television, radio or a publicly-available magazine or newspaper; (b) I lawfully obtained and possessed prior to my employment with the Company; or (c) I lawfully obtained after termination of my employment with the Company from a third party who was lawfully in possession of the information and permitted to disclose it to me.
I understand and acknowledge that this definition and description of Confidential Information includes information in any and all forms, whether original, duplicated, compiled, aggregated, segregated, or summarized; and whether on paper, electronically stored, conveyed verbally, residing in my memory, or reproduced from my memory. I agree that if information qualifies as Confidential Information, it does not lose its confidentiality simply because I am able to remember it.
B.During my employment with the Company, I shall not directly or indirectly transmit, disclose, furnish, or use any Confidential Information other than as reasonably needed to perform my job duties and responsibilities for the Company. I acknowledge and agree that I am only permitted to transmit, disclose, furnish, and use Confidential Information if, in so doing, I am acting in good faith and in the best interests of the Company. Once my employment with the Company ends, I shall not directly or indirectly transmit, use, furnish, or disclose any Confidential Information to any person or entity for any reason.
C.I understand that my agreement not to transmit, use, furnish, or disclose Confidential Information includes, but is not limited to directly or indirectly: (i) using Company trade secrets to identify or target any entity that has an existing contractual relationship with the Company for my own personal benefit or the benefit of any other firm or entity; (ii) using trade secrets to facilitate the solicitation, for my own personal benefit or the benefit of any other firm or entity, of any entity that has an existing contractual relationship with the Company; and/or (iii) using trade secrets to otherwise unfairly compete with the Company.
D.I acknowledge and agree that all Confidential Information is proprietary and shall remain the exclusive property of the Company. Accordingly, within ten calendar days of the earlier of (1) my providing notice of resignation to the Company; (2) the Company's notice to me of the separation of my employment; or (3) the end of my employment with the Company for any other reason or under any other circumstance, I shall return to the Company any and all Confidential Information in my possession, custody or control, including, but not limited to, all Confidential Information contained in any email, word processing document, PowerPoint presentation, spreadsheet, text, instant message or other electronically-stored document or electronic data storage media, without exception. This covenant to return Confidential Information includes all Confidential Information in my possession, custody, or control regardless of where it may reside or be stored.
E.My obligations under this Paragraph 1 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality I may have, including any obligations under the common law, statutory law or under general legal or equitable principles, or under any other Agreement I may have with the Company.
F.I agree that the terms of this Paragraph 1 are reasonable and essential for the protection of the trade secrets, proprietary data and confidential information of the Company; that the Company's Confidential Information provides the Company with a competitive advantage in the marketplace; that activity in violation of this Paragraph 1 is likely to cause substantial and irreparable harm to the Company; and that
the Company has legitimate business reasons to seek protection against improper and unauthorized disclosures of Confidential Information. I further agree that the terms of this Paragraph 1 are reasonably narrow to protect the Company's interests and will not impair, hinder, hamper, or otherwise impact my ability to obtain other gainful employment after my employment with the Company terminates.
G.In the event I receive a subpoena, deposition notice, interview request, or other process or order to testify regarding or to disclose Confidential Information, I shall within five (5) business days of receiving such subpoena, deposition notice, or request: (i) notify the Company's Legal Department in writing of the item, document, or information sought by such subpoena, deposition notice, interview request, or other process or order; (ii) furnish the Company's Legal Department with a copy of said subpoena, deposition notice, interview request, or other process or order; and (iii) provide reasonable cooperation with respect to any procedure that the Company may initiate to protect Confidential Information or other interests. If the Company objects to the subpoena, deposition notice, interview request, process, or order, I shall cooperate to ensure that there shall be no disclosure until the court or other applicable entity has ruled upon the objection, and then only in accordance with the ruling so made. If no such objection is made despite a reasonable opportunity to do so, I shall be entitled to comply with the subpoena, deposition, notice, interview request, or other process or order provided that I have fulfilled the above obligations.
H.Pursuant to the Defend Trade Secrets Act, I understand 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: (a) is made
(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, I understand that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal and (b) does not disclose the trade secret, except pursuant to court order.
I.Notwithstanding anything in this Agreement or otherwise, I understand that:
(1)I have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange Commission (the "SEC") and/or its Office of the Whistleblower, as well as certain other governmental authorities and self-regulatory organizations, and as such, nothing in this Agreement or otherwise is intended to prohibit me from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental authority or self-regulatory organization, and I may do so without notifying the Company. The Company may not retaliate against me for any of these activities, and nothing in this Agreement or otherwise would require me to inform the Company of any of these activities or waive any monetary award or other payment that I might become entitled to from the SEC or any other governmental authority.
(2)Nothing in this Paragraph 1 or this Agreement shall limit in any way any statutory right I may have to disclose or use information under Section 7 of the United States National Labor Relations Act or any other applicable law. I further understand and acknowledge that nothing in this Paragraph 1 or this Agreement prohibits me from disclosing information about my wages or terms and conditions of employment or from disclosing unlawful acts in the
workplace such as sexual harassment, discrimination, or retaliation. I understand and acknowledge that the Company will not take any disciplinary action or other adverse employment action against me for properly exercising my legal rights.
(3)Nothing in this Paragraph 1 or this Agreement shall preclude me from maintaining, possessing, or disclosing at any time my own personal information, including without limitation my pay history, wage statements, and tax-related documents and materials, even after my employment with the Company terminates.
(4)The obligations contained within this Paragraph 1 shall remain in place and continue for a period of five (5) years after my employment with the Company ends; provided, however, that with respect to trade secrets, the confidentiality obligations shall continue in perpetuity. If I am unsure or uncertain as to whether information constitutes a trade secret, I will contact the Company's Legal Department to discuss the issue and I agree that I will not transmit, disclose, or use the information in question without first obtaining express written consent from the Company's authorized legal representative.
2.Third-Party Information.
A.I acknowledge and agree that the Company has in the past received, and in the future will receive, information from customers, vendors and other third parties that is confidential, proprietary, or that the third party does not want disclosed outside of the Company ("Third-Party Information"). I understand that the Company typically receives such information under a legal duty to maintain its confidence, and that the Company has a legitimate business interest in ensuring that it does not disclose Third-Party Information to persons outside of the Company, to persons within the Company who are not authorized to access or use it, or to any party who seeks to use or disclose it for an improper or unauthorized purpose.
B.During my employment with the Company, I shall not directly or indirectly transmit, disclose, furnish, or use any Third-Party Information other than as I am expressly authorized and as reasonably needed to perform my job duties and responsibilities for the Company. I acknowledge and agree that I am only permitted to transmit, disclose, furnish, and use Third-Party Information if, in so doing, I am authorized to do so, act in good faith, and do so in the best interests of the Company. Once my employment with the Company ends, I shall not directly or indirectly transmit, use, furnish, or disclose any Third-Party Information to any person or entity for any reason.
C.Within ten calendar days of the earlier of (1) my providing notice of resignation to the Company; (2) the Company's notice to me of the separation of my employment; or (3) the end of my employment with the Company for any other reason or under any other circumstance, I shall return to the Company any and all Third-Party Information in my possession, custody or control, including, but not limited to, all Third-Party Information contained in any email, word processing document, PowerPoint presentation, spreadsheet, text, instant message, any hard copy or other electronically-stored document, without exception. This covenant to return Confidential Information includes all Confidential Information in my possession, custody, or control regardless of where it may reside or be stored. I further acknowledge and agree that I shall not be permitted to retain in my possession, custody or control any documents or materials containing Third-Party Information, whether such documents or materials are original, copies, compilations, summaries, analyses, or otherwise.
D.My obligations under this Paragraph 2 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality I may have, including any obligations under the common law, statutory law or under general legal or equitable principles, or under any other Agreement I may have with the Company.
E.I agree that the terms of this Paragraph 2 are reasonable and essential for the protection of Third-Party Information; that activity in violation of this Paragraph 2 may cause substantial and irreparable harm to the Company and/or its customers, vendors and other third parties; and that the Company has legitimate business reasons to seek protection against improper disclosures of Third-Party Information entrusted to the Company. I further agree that the terms of this Paragraph 2 are reasonably narrow to protect the Company's interests and will not impair, hinder, hamper, or otherwise impact my ability to obtain other gainful employment after my employment with the Company terminates.
3.No Improper Use of Information of Prior Employers and Others. During my employment with the Company, I will not improperly use or disclose any confidential information or trade secrets of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring on to Company premises or place on any Company hardware, software or equipment any proprietary or confidential information or property belonging to any former employer or any other person to whom I have an obligation of confidentiality (unless consented to in writing by that former employer or person). I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. I represent and warrant that my employment with the Company will not violate or breach any agreement I have entered with any other person or entity. I further represent and warrant that I have disclosed to the Company, in writing, any restrictive covenants I may be bound to, including any non-disclosure, non-solicitation, and non-competition covenants.
4.Return of Company Property. In addition to the obligations in Paragraphs 1 and 2 above, when I leave the employ of the Company, I will deliver to the Company (and will not keep in my possession, copy, recreate or deliver to anyone else in whole or in part) any and all items I received from the Company including but not limited to files, drawings, notes, notebooks, memoranda, specifications, records, business plans and forecasts, financial information, sales materials, customer and prospective customer lists, reports, programs, proposals, specifications computer-recorded information (including emails), tangible property (including but not limited to laptop/desktop computers, flash drives, CD-ROMs, cell phones, smartphones, tablets and other PDA devices), building entry/access cards, corporate credit cards, identification badges and keys, devices, and documents, together with all copies thereof (in whatever medium recorded) and any other property or material containing, summarizing, characterizing or disclosing Confidential Information or Third-Party Information. I further agree that any property owned by the Company, wherever located, including laptops, cellular telephones, iPads, thumb drives, CDs, disks and any other storage media, computers, filing cabinets, desks/desk drawers, or lockers, is subject to inspection by Company personnel at any time during and after my employment, with or without notice.
5.Solicitation Restriction.
A.During any period in which I am employed by the Company and for a period of one year thereafter, I shall not, directly or indirectly, engage in any conduct intended or reasonably calculated to solicit, approach,
recruit, induce or urge any employee, independent contractor, or agent of the Company to discontinue, in whole or in part, his/her employment relationship with the Company. The restrictions in this paragraph apply only to those employees, independent contractors, or agents of the Company who at any time during the twelve months preceding termination of my employment with the Company: (a) I worked with in my department, (b) I had material contact with, or (c) I supervised.
B.I acknowledge and agree that, due to nature of the Company's business, the restrictive covenants contained in Paragraphs 1, 2 and 5 are essential for the reasonable, proper, and adequate protection of the Company's business, trade secrets, proprietary data and confidential information. I further acknowledge and agree that the covenants in Paragraphs 1, 2 and 5 are not overly broad or unduly burdensome, and that they will not prevent me from earning a livelihood following the termination of my employment with the Company.
6.Ownership of Discoveries & Results and Proceeds. Any inventions (whether or not patentable), discoveries, designs, business methods, improvements or works of authorship made by me, alone or jointly with others, and all results and proceeds of my services to the Company ("Results and Proceeds") at any time during my employment by the Company which are made, conceived, reduced to practice or learned by me in the course and scope of my employment or with the use of the Company's time, property (whether tangible or intangible), materials or facilities, or relating to any subject matter with which my work for the Company is concerned, are hereby irrevocably and unconditionally assigned to the Company for its benefit and shall be the exclusive property of the Company. Any copyrightable subject matter included in the Results and Proceeds shall be "works made for hire" as that phrase is defined in the Copyright Act of 1976 (17 U.S.C. 101 et seq.). If it is ever determined that any Results and Proceeds cannot be considered "works made for hire" or otherwise cannot be fully assigned to the Company under applicable law, I hereby grant to the Company in perpetuity and on an exclusive and irrevocable basis all worldwide rights of every kind and nature, whether now known or hereafter recognized, in and to such Results and Proceeds to the maximum extent permitted by applicable law. Without limitation of the foregoing, the Company has the exclusive right to obtain and own all patents and copyright registrations with respect to such Results and Proceeds. Neither the expiration nor the termination of this Agreement shall affect the Company's ownership of or rights in the Results and Proceeds or any intellectual property rights therein. To facilitate the determination of whether any invention, discovery, designs, business methods, improvement or work of authorship is properly transferable to the Company, I will promptly advise it of all inventions, discoveries, improvements or works of authorship made, conceived, reduced to practice or learned by me during the term of my employment and for six months after termination of my employment. I understand that my obligations under this Paragraph 6 do not apply to any invention that qualifies fully as a non-assignable invention under any law of any jurisdiction, in each case, to the extent applicable to my inventions.
I hereby represent and warrant that all Pre-existing Work for which I claim ownership was disclosed in writing by me to the Company in connection with my prior Proprietary Information and Inventions Agreement (PIIA), which disclosures, if any, are incorporated herein by reference. (Pre-existing Work consists of inventions, improvements and other works I alone or jointly conceived, developed, or reduced to practice prior to commencement of my employment with the Company, that I considered to be my property or the property of third parties when I executed any prior invention disclosure or PIIA with the Company.)
I agree that I will not incorporate any Pre-existing Work into any Company works without first obtaining the express, written approval of the Company in each case. To the extent that I incorporate any Pre-existing Work into any Company works, I hereby represent and warrant that I have all necessary rights and authority to do so and hereby grant to Company the perpetual, irrevocable, non-exclusive, worldwide, royalty-free and sublicensable right to use and exploit such Pre-existing Work for any and all purposes in connection with the Company's and its affiliates' and their respective successors' and assigns' current and future businesses.
7.Perfection and Enforcement of Proprietary Rights. I will assist the Company in every proper way at the Company's request and direction to obtain, perfect and enforce United States, Canadian and foreign patent, copyright, mask work and other intellectual property rights ("Proprietary Rights") relating to Company information and/or Results and Proceeds in any and all countries. Without limiting the generality of the foregoing, I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. My obligation to assist the Company pursuant to this Paragraph 7 shall continue following the termination of my employment, but the Company shall compensate me at a reasonable rate to be determined by the Company consistent with its ordinary practices after my termination for the time actually spent by me at the Company's request for such assistance. If the Company or its designee is unable because of my mental or physical incapacity or unavailability or for any other reason to obtain my signature for any document required by this Paragraph 7, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such documents with the same legal force and effect as if originally executed by me, and I declare that this power of attorney shall be deemed to be coupled with an interest and irrevocable, and may be exercised during any subsequent legal incapacity.
8.No Continued Employment; Exit Interview. I understand that my employment with the Company is at-will and that this Agreement does not confer any right of continued employment by the Company and does not limit in any way the Company's right or my right to terminate my employment at any time and for any reason or no reason, with or without cause in accordance with applicable law. In the event my employment with the Company terminates for any reason, I will, if requested, participate in an exit interview with the Company and reaffirm in writing my obligations as set forth in this Agreement (though such re-affirmance is not required in order for the terms of this Agreement to remain valid and enforceable). I agree to provide the Company with the name and address of my new employer, and consent to the Company's notification to my new employer of my rights and obligations under this Agreement, including that I agree the Company may provide a copy of this Agreement to any such new employer.
9.Legal and Equitable Remedies.
A.In the event I breach or threaten to breach, or the Company reasonably believes I am about to breach, any of the terms, conditions or restrictive covenants in Paragraphs 1, 2 or 5 of this Agreement, I agree that the Company will be entitled to injunctive relief as well as an equitable accounting of all earnings, profits and other benefits relating to or arising from a violation of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled at law or in equity. I acknowledge and agree that a breach of Paragraphs 1, 2 or 5 will cause the Company to suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to
preserve the status quo. Therefore, I consent to the issuance of a temporary restraining order, preliminary injunction, and other injunctive relief necessary to enforce this Agreement.
B.In the event of a breach of Paragraph 5, the Company shall be entitled to an injunction, judgment, or other order that requires me to comply with the breached term, condition or covenant for a time period equal to the period of the breach. The relief provided for in this Paragraph 9(8) shall be in addition to, and not in lieu of, all other rights and remedies available at law and equity.
C.I agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief shall be adjudicated exclusively in a court of competent jurisdiction, even if the Company and I are parties to an arbitration agreement that otherwise includes disputes under this Agreement. I agree that the injunctive relief to which I consented above, under the circumstances addressed in this Section 9(C), shall be granted by a court of competent jurisdiction pending arbitration on the merits to preserve the status quo pending completion of such arbitration.
D.I agree that in any proceeding alleging breach of this Agreement (whether in court or in arbitration), the Company and I each shall have the right to engage in deposition and document discovery, and the Company shall have the right to conduct forensic examination(s) of any computers and/or electronic devices in my possession, custody or control, if the Company reasonably believes such devices contain Confidential Information or other Company property. I further agree that in connection with any application for injunctive relief to enforce this Agreement (including without limitation any application for temporary and/or preliminary injunctive relief), the foregoing discovery shall be conducted on an expedited basis, including expedited document and deposition discovery.
E.If any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by me with the Company, I understand and agree that my agreement to engage in expedited discovery as outlined in Section 9(D) is an essential term of the parties' arbitration agreement, and these provisions are intended to supplement and modify any applicable arbitration rules which may be incorporated into any arbitration agreement that is applicable to the dispute. Accordingly, both I and the Company request that any court of competent jurisdiction order such expedited discovery in order to enforce the parties' arbitration agreement as written and in accordance with its terms.
F.I understand and agree that: all of the foregoing remedies are expressly without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement (including recovery of monetary damages, which may include clawback or disgorgement of any compensation paid during any period of disloyalty or breach of this Agreement).
G.If a lawsuit is brought that relates to or arises out of this Agreement or my employment with or termination from the Company, the prevailing party in that lawsuit shall be awarded its reasonable attorneys' fees and expenses.
10.Modification & Severability; Other Restrictive Covenants. If any section, provision, paragraph, phrase, word, and/or line (collectively "Provision") of this Agreement is held to be unenforceable, then I agree that this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any Provision of this Agreement shall
not affect the validity or enforceability of the remaining Provisions, which shall be enforced as if the offending Provision had not been included in this Agreement.
11.Binding Effect and Assignability. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. I agree that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this Agreement as if it were the Company itself enforcing the Agreement. Notwithstanding the foregoing, I understand and agree that I may not assign this Agreement.
12.Survival. The provisions of this Agreement shall survive the termination of my employment, regardless of the reason for the termination, and the assignment of this Agreement by the Company to any successor in interest or other assignee.
13.Waiver & Amendment. I agree and understand that a waiver by the Company of the breach of any of the provisions of this Agreement shall not be deemed a waiver of any subsequent breach, nor shall recourse to any remedy hereunder be deemed a waiver of any other or further relief or remedy provided for herein. No waiver shall be effective unless made in writing and signed by an officer of the Company. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. This Agreement can only be amended or changed in a writing signed by both parties.
14.Change in Employment. I agree that any subsequent change in my duties, title, salary, or compensation will not affect in any respect the validity, enforceability, or scope of this Agreement.
15.Governing Law, Jurisdiction and Venue. I understand and agree that in the event of any disputes under this Agreement, then the following applies:
A.The Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, Province or Territory in which I last worked for the Company, without regard to such jurisdiction's conflicts of laws principles. Such law shall govern regardless of the court or arbitration forum in which a dispute may be adjudicated.
B.The parties agree that the exclusive and mandatory venue for adjudicating any disputes under this Agreement shall be the federal court or state (or provincial or territorial, as the case may be) court having original jurisdiction for the location in which I last worked for the Company.
C.The parties hereby consent to jurisdiction in such court for such purpose, and I consent to service of process by mail in respect of any such suit, action or proceeding. The parties further agree not to file any action relating in any way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by me and the Company, then such arbitration shall be the sole and exclusive venue for adjudicating such disputes, other than any requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in court pursuant to Section 9 above even in otherwise arbitrable disputes.
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND UNDERSTAND THIS AGREEMENT AND ALL OF ITS TERMS.
I FURTHER ACKNOWLEDGE THAT I HAVE BEEN PROVIDED AN ADEQUATE OPPORTUNITY TO REVIEW THIS AGREEMENT, TO ASK QUESTIONS ABOUT THIS AGREEMENT AND TO HAVE A LAWYER OF MY CHOOSING REVIEW THIS AGREEMENT.
I AM SIGNING THIS AGREEMENT VOLUNTARILY, AND I VOLUNTARILY CONSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
I STIPULATE, ACKNOWLEDGE AND AGREE THAT THE BENEFITS AND CONSIDERATION THE COMPANY IS PROVIDING TO ME IN CONNECTION WITH MY EMPLOYMENT ARE SUFFICIENT CONSIDERATION FOR ALL OF THE TERMS IN THIS AGREEMENT.
Signature: _ Date: