Termination of employment: You or the Company may terminate your employment at any time during the course of your employment by giving you notice in writing. Should the Company terminate you without Cause the Company shall pay you an amount equal to six (6) months base salary. The amount described above is referred to as Severance Payments. Severance Payments are in addition to payment of your base salary for the period through the date of termination, plus reimbursement of all expenses for which you are entitled to be reimbursed, but for which you have not yet been reimbursed.
No Severance Payments shall be made or provided under this letter unless you first execute and do not revoke a waiver and release in a form reasonably satisfactory to the Company within 60 days following the date of termination (or if the Company delivers a copy of such release to you more than five days after termination, the time period will be extended to 60 days plus the number of days beyond five days), which provides for a release of any and all claims that you have or might have against the Company, subject to standard exclusions.
Any Severance Payment above will be payable in one, lump sum payment, in accordance with the Companys regular payroll practices, on the first payroll period following the date the waiver and release becomes effective (the Payment Date) provided, however, that if the period in which you have discretion to execute or revoke the waiver and release straddles two calendar years, then the Company will pay the Severance Payment in the second of such years, regardless of which year you actually deliver the executed general release to the Company. You may not, directly or indirectly, designate the calendar year of payment. Upon your receipt of the Severance Payment, you waive your right to the Notice Requirement.
Good Reason means your resignation following the occurrence of one or more of the following without your consent: (i) the permanent non-voluntary relocation of your principal place of employment to a place more than 30 miles away from the Companys headquarters in Austin, Texas; (ii) a material diminution in your base compensation or bonus opportunity, as a percentage of your base salary immediately before the such reduction; or (iii) a material diminution in your authority, title, duties, reporting status, powers or responsibilities with the entity employing you. In order to resign for Good Reason, you will be required to provide written notice of intent to resign for Good Reason within 60 days following the occurrence of the event that is alleged to constitute Good Reason, the entity employing you shall have 30 days from the delivery of such written notice by you to cure any acts constituting Good Reason, and, if not timely cured, your resignation must be effective no later than 30 days after the expiration of such cure period.
Benefits: You will become eligible to participate in the Companys medical, dental and vision plans on your first day of employment. In addition, the Company provides company-paid life insurance and coverage for short-term and long-term disability benefits. For an additional cost to you, dependent coverage for these plans is available for qualified family members. You will also be able to participate in the Companys 401(k) plan after eligibility requirements are met. Once you are eligible, you will be automatically enrolled in the Companys 401(k) plan at a contribution rate of three percent (3%), unless you decline enrollment. The parameters for all benefits, time off, and holidays will be further outlined during your new hire orientation; however, please contact your recruiter if you would like additional information sooner.
Proprietary Information: You will be required, as a condition of your employment with the Company, to sign the Companys standard Proprietary Information and Inventions Agreement (the PIIA) and any related exhibits. Any and all prior representations which may have been communicated to you, whether written or oral, regarding employment with the Company are superseded by the Proprietary Information and Inventions Agreement.
2/11/2016 Salary Exempt with Variable