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Upon the sale of all or substantially all of the stock or assets of the Company, whether by merger, acquisition or otherwise the successor company does not offer you a position with substantially equivalent responsibilities; and/or
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Upon the sale of all or substantially all of the stock or assets of the Company, whether by merger, acquisition or otherwise, the successor company does not offer you a position with total compensation and benefits at least equivalent to those you received from the Company immediately prior to such sale.
Assuming that you have effectively worked in your new position for a period of at least six months, then if your employment is terminated because either (A) the Company terminates your employment without Cause or (B) you terminate your employment for Good Reason (and provided that you execute and do not revoke a Release and Settlement Agreement in the form reasonably acceptable to the Company and you), you will be entitled to receive an amount equal to nine (9) months of your then-base salary; to include base salary and bonus earned (less all applicable deductions), plus the Companys payment of the Company portion of the premium for benefits that you continue pursuant to the Consolidated Omnibus Benefits Reconciliation Act of 1984, as amended, payable in a lump sum or as otherwise agreed to by you and the Company.
Proprietary Information and Inventions:
You will be required to sign a Proprietary Information, Inventions and Non-Competition and Non-Solicitation Agreement (PIIA) on or before your first day of work. The PIIA obligates you not to disclose confidential or proprietary information you may learn during your employment with AGTC, to assign to AGTC rights in inventions or other intellectual property developed in the course of your employment and not to solicit employees or business away from, or engage in competition against, AGTC for a period of one year following any termination of your employment.
Additional Company Policies:
Upon joining AGTC as an employee, you will become subject to all of the Companys policies and procedures, which will be presented to you during your onboarding process. These policies include AGTCs Code of Ethics and its Insider Trading Policy. Any failure by you to abide by the Companys internal policies shall be considered material misconduct.
AGTC is a drug free workplace and therefore, you will also be required to submit to a drug screening prior to your start date. Authorization for this screening will be sent to you separately.
This offer is contingent upon satisfactory completion of reference and background checks. In accepting this offer, you give us your assurance that you have not relied on any agreements, promises or representations, express or implied, with respect to your employment that are not set forth expressly in this letter. You also acknowledge that the Company reserves the right to modify, amend or terminate the Company policies, plans and programs described in this letter at any time at its sole discretion. This letter sets forth the entire
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