a.Continued Employment; Services. The Company agrees that beginning on the Effective Date, the Company will continue to employ Executive as an at-will employee through the Resignation Date (such period the 「Transition Period」). During the Transition Period, Executive will continue receiving Executive’s regular base salary, Executive will continue to vest in all outstanding equity awards according to their terms, and Executive will be eligible to participate in then-available Company benefit plans at the same level as Executive would have been eligible to participate in such plans immediately prior to the start of the Transition Period, subject to the terms and conditions, including eligibility requirements, of such plans. Executive agrees that during the Transition Period, Executive will continue to perform Executive’s full time responsibilities and duties associated with her position, and work in good faith with the Company to complete open projects, transition Executive’s responsibilities,
展示10.4
facilitate the knowledge transfer of items within Executive’s area of responsibility, and provide other services as may be reasonably requested by the Company (the 「Services」).
b.Supplemental Release Consideration. Subject to Executive complying with the terms of this Agreement, providing the Services to the Company’s reasonable satisfaction, and executing and not revoking the Supplemental Release attached hereto as 附錄 A (the 「Supplemental Release」), the Company agrees to: (i) pay Executive a total of Seven Hundred Eighty-Four thousand, Five Hundred Thirty-Five Dollars and Fifty-Five Cents ($784,535.55), less applicable withholdings (the 「Separation Pay」), which amount approximately equals twelve (12) months of Executive’s base salary plus Executive’s 2024 target annual bonus; and (ii) pay Executive a lump sum amount of $59,808.96, which amount approximately equals the cost of the payments Executive will make for COBRA coverage for a period of eighteen (18) months, which shall be paid on the Supplemental Release Effective Date (as defined in the Supplement Release Agreement Attached hereto)” . The Separation Pay will be paid in equal installments in accordance with the Company’s regular payroll practices beginning as of the sixty-first (61日在辭職日期後第一天起至辭職日期後的十二(12)個月內。爲避免疑問,第一筆支付將包括從辭職日期到第一筆支付日期的支付。
15.受保護的活動不受禁止. Executive understands that nothing in this Agreement or the Supplemental Release shall in any way limit or prohibit Executive from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement and the Supplemental Release, 「Protected Activity」 shall mean filing a charge, complaint, or report with, or otherwise communicating with, cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (「Government Agencies」). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the relevant Government Agencies. Executive further understands that 「Protected Activity」 does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s