| ||12. || |
Notwithstanding the provisions of the foregoing Paragraph 11, if you voluntarily resign from your employment with the Company for any reason other than Good Reason, you will not receive the lump sum payment or stipend set forth in Paragraph 11.
For purposes of this letter and the severance entitlement set forth in Paragraph 9 above, Cause means (i) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of your employment with the Company; (ii) intentional engagement in any competitive activity which would constitute a breach of your duty of loyalty to the Company; or (iii) the willful and continued failure to substantially perform your duties for the Company (other than as a result of incapacity due to physical or mental illness). For purposes of this paragraph, an act, or failure to act, shall not be deemed willful or intentional, as those terms are used herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the best interest of the Company. Failure to meet performance standards or objectives, by itself, does not constitute Cause.
For purposes of this letter and the severance entitlement set forth in Paragraph 9 above, Good Reason means the occurrence of one or more of the following events arising without your express written consent, but only if you notify the Company in writing within thirty (30) days following our awareness of the occurrence of the event and the event remains uncured for at least fifteen (15) days after such notice: (i) a reduction in your base salary and/or Target Bonus potential; (ii) a diminution in your employee benefits from those provided to other executives at a similar level, as such benefits may be modified from time to time; (iii) a material diminution in your authority, duties or responsibilities; or (iv) the Company requires you to be based anywhere other than within fifty (50) miles of Boston Heights, Ohio.
This letter is a summary of the Companys obligations to you with respect to the terms of your employment, and is not an employment contract. Nothing herein removes or modifies the Companys at-will employment rights.
Venkat, the team and I look forward to working with you in your role as Chief Information Officer. Please feel free to contact me with any questions/concerns that you may have. Please counter-sign this letter confirming your acceptance and forward to me.
/s/ Dawn Phillipson
Chief Financial Officer
I, Venkat Nachiappan, have read, understand, and accept the information outlined in this letter.
| || || || |
/s/ Venkat Nachiappan
| || || || |
51 E. Hines Hill Road | Boston Heights, Ohio 44236
440 ###-###-#### | arhaus.com
2 of 2