June 1, 2020
You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Committee, in its sole discretion, will determine whether you will be granted any such equity awards and the terms of any such equity awards in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.
As a condition of your employment, you will be required to abide by the Companys policies and procedures. Your acceptance of the letter confirms the terms of the Companys At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement you previously signed with the Company (Confidentiality Agreement).
During your employment with the Company, you will devote substantially all your time, attention and skill to such duties, except during any paid vacation and other excused absence periods. Notwithstanding the foregoing, you may serve as an advisor or board member to organizations that are not competitors of the Company, as approved by the Committee; provided such activities are consistent with your duties under this letter and are not in violation of your obligations pursuant to this letter or your Confidentiality Agreement.
In your work for the Company, you will be expected to not make any unauthorized use of, or disclose, the confidential information or materials, including trade secrets, of any former employer or other third party to whom you owe an obligation of confidentiality. Rather, you will be expected to use only that information generally known and used by persons with training and experience comparable to your own, which information is common knowledge in the industry or otherwise legally available in the public domain, or which is otherwise provided or developed by the Company. By signing below, you are representing to us that you will be able to perform your duties within the guidelines described in this paragraph. You represent further that you have disclosed to the Company any contract you have signed or other relationship that you have, in each case, that may restrict your activities on behalf of the Company in any manner as set forth in this letter.
Your employment relationship is at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason, with or without cause or advance notice. However, should your employment be involuntarily terminated by the Company you will be eligible to receive severance benefits pursuant to the Companys Change in Control and Severance Policy (the Policy). The Policy and a participation agreement thereunder (the Participation Agreement) specify the severance payments and benefits you will become entitled to receive in connection with certain qualifying terminations of your employment with the Company. These protections supersede all other severance payments and benefits to which you otherwise may be entitled, or may become entitled in the future, under any plan, program or policy that the Company may have in effect from time to time. For purposes of clarification, any severance plans, programs, agreements or arrangements that may have applied to you before the Effective Date, except for the Policy, no longer will apply and you no longer will have any rights or entitlements under any such plans, programs, agreements or arrangements.