include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination. Each payment pursuant to this Offer Letter is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
j. Should you voluntarily terminate your employment for any reason (other than for Good Reason) or should your employment be terminated for Cause (whether before or after a Change of Control) or as a result of your death or disability, then you shall not be entitled to any severance payments described herein. Nothing in this Section 3 shall alter your status as an at-will employee.
k. Vesting in the Event of a Change of Control or Death. Notwithstanding anything to the contrary hereunder or in the Equity Plan or an applicable Equity Agreement, in the event of a Change of Control or your death, then you (or your estate, as applicable) automatically shall vest in all of the then-unvested shares subject to the equity awards under the Plan as of the date of the consummation of such Change of Control or the date of death, as applicable.
4. Certification. By signing this Offer Letter, you are certifying to the Company that: (a) your employment with the Company does not and shall not require you to breach any agreement entered into by you prior to employment with the Company (i.e., you have not entered into any agreements with previous employers that are in conflict with your obligations to the Company); (b) to the extent you are subject to restrictive agreements with any prior employer that may affect your employment with the Company, you have provided us with a copy of that agreement; (c) your employment with the Company does not violate any order, judgment or injunction applicable to you, and you have provided the Company with a copy of any such order, judgment, or injunction; and (d) all facts you have presented to the Company are accurate and true, including all statements made to the Company pertaining to your education, training, qualifications, licensing and prior work experience on any job application, resume or c.v., or in any interview. Please understand that the Company does not want you to disclose any confidential information belonging to a previous employer or to incorporate the proprietary information of any previous employer into the Companys proprietary information and expects that you shall abide by restrictive covenants to prior employers.
5. Required 1-9 Documentation. Your employment with the Company is conditioned on your eligibility to work in the United States. For purposes of completing the INS 1-9 form, you must provide us sufficient documentation to demonstrate your identity and eligibility to work in the United States on or before your first day of employment.
6. Confidentiality and Other Obligations. As part of your employment with the Company, you shall be exposed to, and provided with, valuable confidential and trade secret information concerning the Company and its present and prospective clients. As a result, in order to protect the Companys legitimate business interests, you agree, as a condition of your employment, to enter into the enclosed Employee Non-Competition Agreement (the Non-Compete Agreement) and the Employee Non-Solicitation, Confidentiality and Assignment of Inventions Agreement (the Confidentiality Agreement). You must sign and return the Confidentiality Agreement before beginning your employment with the Company. The Non-Compete Agreement must be signed after you have had the requisite ten business days to review.
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