|Treatment under Code Section 409A:
|The intent of the parties is that payments and benefits under this offer letter comply with or are exempt from Code Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this offer letter shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable.
By signing below in accepting this offer set forth in this offer letter, you represent, warrant and agree that (i) you are not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits your ability to enter into and fully perform the your obligations under this offer letter, (ii) you are not otherwise unable to enter into and fully perform your obligations under this offer letter, (iii) you are not in default under, or in breach of, any agreement requiring you to preserve the confidentiality of any information, client lists, trade secrets or other confidential information or agreements not to compete or interfere with any prior employer including, but not limited to, any employment agreement, and (iv) neither the execution and delivery of this offer letter nor the performance by you of your obligations hereunder will conflict with, result in a breach of, or constitute a default under, any confidentiality or non-competition agreement or any employment agreement to which you are a party or to which you may be subject and during your employment with ESA you will preserve the confidentiality of all information with respect to which you have an obligation of confidentiality to any other person. In the event of a breach of any representation or covenant in this paragraph, ESA may terminate this offer letter and your employment with ESA without any liability to you and you shall indemnify ESA for any liability it may incur as a result of any such breach.
Your employment with ESA will be at will meaning that it can be terminated with or without cause, and with or without notice, at any time, at the option of either ESA or you, except as otherwise prohibited by law. The terms of this offer letter, therefore, do not and are not intended to create either an expressed and/or implied contract of employment with ESA.
If the terms set forth in this offer letter are acceptable to you, please sign below where indicated and return an executed version to me.
Please feel free to contact me if you have any questions.
/s/ Christopher Dekle
General Counsel and Corporate Secretary
Agreed and Accepted this 21 day of November, 2019
/s/ Bruce Haase