3.養老前期福利在養老前期,只要您繼續受僱於公司,您將繼續獲得目前的基本工資並參與公司的福利計劃,包括如由薪酬委員會在其日常業務中決定的情況下,您有資格參加2024年管理現金激勵計劃(「MCIP」)獎勵,在此日期之前您參與Etsy, Inc.執行離職計劃(「執行離職計劃」),和您目前的出差費津貼,條件和日前您參與的相同。 儘管上述內容,(i)您承認並同意,在退休日期之前按公司要求從首席財務官職位上撤職將不構成行政離職計劃中定義的合格終止,(ii)在退休日期之後您將不再是執行離職計劃的參與者;但是,您在退休日期之前根據執行離職計劃可能享有的任何福利將不受本條款(ii)影響。 您之前由公司授予的股票期權、受限股票單位和績效股票單位將根據適用股權計劃和獎勵協議的條款和條件獲得授予。您與公司之間證明您根據Etsy, Inc. 2015年股權激勵計劃或Etsy, Inc. 2024年股權激勵計劃(如適用)的股權獎勵的任何獎勵協議將繼續有效,並且您同意繼續受其約束。您還承認並同意您將繼續受到所有公司政策和指南的約束,包括但不限於公司的內幕交易政策。
b. 公司將爲您和您的家人(“離職日期到2025年10月31日之間)的COBRA繼續保險費用。每月一次向高管支付COBRA福利,支付日爲公司在緊隨高管向公司提交高管支付適用保險費用的文件所在的月份之後的第一個日曆月份的首次正常支付日。該文件應在高管支付適用保險費用後的30天內由高管提交給公司。如果您在諮詢期結束前停止提供諮詢服務,則公司不再有義務支付COBRA繼續保險費用,停止提供諮詢服務的當天起。
10.Company Property. You represent that at the end of the Advisory Period, you will return to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company.
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11.Confidentiality of Letter Agreement. You agree that, until such time as this Letter Agreement is disclosed publicly by the Company, you will not disclose to others the existence or terms of this Letter Agreement, except that you may disclose such information to your attorney, or financial advisors (provided such individuals agree that they will not disclose to others the existence or terms of this Letter Agreement).
18.Choice of Law. This Letter Agreement will be construed and interpreted in accordance with the laws of the State of California.
19.Execution. This Letter Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
You and Etsy, Inc. (the "Company") hereby enter into this Supplemental Release (the "Supplemental Release"), which will become effective on the Supplemental Release Effective Date (as defined below).
1.Last Date of Employment. Your last day of employment with the Company was April 1, 2025 (“Retirement Date”).
its affiliates or applicable law, or your right to be covered under any applicable directors’ and officers’ liability insurance policies, (iii) any rights to the transition benefits set forth in the Letter Agreement, and (iv) any rights to vested equity awards and any rights under any benefit plans of the Company under which you have a vested benefit and for which amounts are payable after the Retirement Date. Further, nothing in this Supplemental Release waives any right that is not subject to waiver by private agreement, including without limitation any claims arising under state unemployment insurance or workers’ compensation laws, or a challenge to the validity of the Letter Agreement or this Supplemental Release.
In addition, nothing in this Supplemental Release shall be construed to prevent or limit you from: (i) responding truthfully to a valid subpoena; (ii) filing a charge or complaint with, providing information to, testifying before, participating in, or otherwise assisting any investigation conducted by any governmental agency, including, without limitation, the Department of Justice, Congress, any agency Inspector General, Department of Labor, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, any state or local human rights agency, the National Labor Relations Board or the Securities and Exchange Commission; (iii) engaging in communications that constitute concerted activities for the purpose of collective bargaining or other mutual aid or protection of employees; (iv) exercising any other applicable rights under Section 7 of the National Labor Relations Act; (v) filing or disclosing any facts necessary to receive unemployment insurance, workers’ compensation, Medicaid, or any other public benefits to which you may be entitled; (vi) communicating with law enforcement or an attorney retained by you; or (vii) making other disclosures that are protected under the whistleblower provisions of any federal or state law or regulation. Although this Supplemental Release does not limit your right to receive an award for information provided to any government agency where such award is provided by the agency, you acknowledge and agree that this Supplemental Release does release and waive any right to any payment, benefit, or other remedy from the Company other than the payments set forth expressly in the Letter Agreement, including any payment from the Company that may come through a class, collective, or representative action brought on your behalf or in which you are a participant.
Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement. You are expressly waiving all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) with respect to the Company. Section 1542 states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
7.Execution. This Supplemental Release may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
8.Consideration and Revocation Periods. You agree by your signature below that you had, and that the Company gave you, at least twenty-one (21) days to review and consider
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this Supplemental Release before signing it, and that such period was sufficient for you to fully and completely consider all of its terms. The Company hereby advises you to discuss this Supplemental Release with your own attorney (at your own expense) during this period if you wish to do so. You may accept this Supplemental Release by delivering a copy of this Supplemental Release signed by you to me within twenty-one (21) days of the Retirement Date. You may revoke your acceptance of this Supplemental Release for a period of seven (7) days after signing the Supplemental Release by delivering written notification to me within that seven-day period. If you do not revoke your acceptance of this Supplemental Release, it will be effective on the eighth (8th) day after you sign it (such date, the “Supplemental Release Effective Date”). If you revoke your acceptance of this Supplemental Release, you will not be entitled to the benefits listed in the Letter Agreement. You agree that you have carefully read this Supplemental Release, fully understand what it means, and are entering into it voluntarily without duress, coercion, fraud, misrepresentation or threat to withdraw or alter the offer prior to the expiration of the twenty-one (21) day consideration period.
Please indicate your agreement with the above terms by signing below.
Very truly yours,
______________________________
Josh Silverman
CEO & President
Etsy, Inc.
I agree to the terms of this Supplemental Release.