(b)Subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ ”), the Company shall pay to the group health plan provider, the COBRA provider or to you a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Separation Date; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.
(c)Immediately following the Separation Date, you will become an advisor to the Company and be reasonably available to provide advisory services to the Company on an as-needed basis as requested by the Chief Executive Officer of the Company (the “諮詢服務”) for three (3) months from the Separation Date (the 「Advisory Period」). The terms and conditions of your advisory relationship with the Company are set forth in the advisory agreement attached hereto as 附錄 A. You will be reimbursed for all reasonable expenses that you incur in performing any requested Advisory Services, subject to you providing documentation of such expenses and
本協議、與公司的任何其他協議或公司政策中的任何內容並不限制您與或不通知公司時進行以下行爲的能力:(i)向任何聯邦、州或地方政府機構或委員會(「申訴」)提交控訴書或申訴,包括但不限於平等就業機會委員會、國家勞工關係局或證券和交易委員會。政府機構無論是在本協議、與公司的任何其他協議或公司政策中包含的內容,您都有權利,在或不通知公司的情況下,向任何聯邦、州或地方政府機構或委員會(“"「」),包括但不限於平等就業機會委員會、國家勞工關係局或證券和交易委員會(“'}SEC”); (ii) communicate with any
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Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) exercise any rights under Section 7 of the National Labor Relations Act, which are available to non-supervisory employees, including assisting co-workers with or discussing any employment issue as part of engaging in concerted activities for the purpose of mutual aid or protection; (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; or (v) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right you may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or any other agreement 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 filed in a lawsuit or other proceeding, if such filing is made under seal.
(f)法律管轄:解釋. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. You and the Company hereby agree that the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts shall have the exclusive jurisdiction to consider any matters related to this Agreement, including, without limitation, any claim of a violation of this Agreement. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the 「drafter」 of all or any portion of this Agreement.
(g)全部協議. This Agreement constitutes the entire agreement between you and the Company. This Agreement supersedes any previous agreements or understandings between you and the Company, except the Continuing Obligations (as modified by the Noncompete Waiver) and the Equity Documents, and any other obligations specifically preserved in this Agreement.
(h) Time for Consideration: Effective Date. You acknowledge that you have knowingly and voluntarily entered into this Agreement and that the Company advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for ten (10) days from your receipt of this Agreement before signing it (the “考慮期爲接受本協議,您必須在考慮期結束之前或之前將簽署的原件或簽署的PDF副本發送給公司。如果您在考慮期結束之前簽署本協議,則表示您完全自願做出該決定,並且您有機會在整個考慮期內考慮該協議。本協議應在您簽署的當天生效(“生效日期。”).