10. Future Liquidity. Subject to compliance with all applicable laws, the Company agrees to use reasonable efforts to explore the facilitation of sales of shares held by you to third parties as part of future preferred stock financings, provided the financing round is over-subscribed, the transaction is in the best interests of the Company and any sales are effected pursuant to a transfer agreement in a form acceptable to the Company. The foregoing covenants shall terminate on the earliest to occur of: (i) the closing of the initial public offering of the companys common stock (or direct listing); (ii) the closing of a Liquidation Transaction (as defined in the companys charter as amended from time to time); (iii) the cessation of your continued full-time employment at the Company; or (iv) you have sold $5 million of equity in the aggregate, including the $2 million transaction provided herein. Lastly, you understand that the Company cannot provide any guarantees as to whether any sale(s) will ultimately occur or occur at a desired price.
11. At-Will Employment Relationship. Employment with Luminar is for no specific period of time. Your employment with Luminar will be at will, meaning that either you or the Company may terminate your employment at any time and for any or no reason, with or without cause or notice. Any contrary representations that may have been made to you are superseded by this agreement. This is the full and complete agreement between you and Luminar regarding the at-will nature of your employment. Although your job duties, title, compensation and benefits, as well as the Companys personnel policies, may change from time to time at the Companys discretion, the at will nature of your employment may only be changed in an express written agreement signed by you and Luminars Chief Executive Officer.
12. Taxes, Withholding and Required Deductions. All forms of compensation referred to in this letter are subject to all applicable taxes, withholding and any other deductions required by applicable law.
13. Arbitration. To the fullest extent permitted by applicable law, you and the Company agree to arbitrate any and all disputes, demands, claims, or controversies (collectively, claim or claims) relating to, arising from or regarding this offer letter or your employment or other relationship with the Company, including claims by the Company, claims against the Company, and claims against any current or former parent, affiliate, subsidiary, successor or predecessor of the Company, and each of the Companys and these entities respective officers, directors, agents or employees. To the fullest extent permitted by applicable law, this includes, but is not limited to, claims of discrimination, harassment, retaliation, breach of contract, wrongful termination and unfair competition, wage and hour claims, tort claims, common law claims, and claims based upon any federal, state or local ordinance, statute, regulation or constitutional provision.
(a) You and the Company agree that nothing in this Section 13 (this arbitration agreement) is intended to prevent the Company from seeking and obtaining temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent or remedy any actual or threatened breaches by you, including but not limited to as may be related to the Companys confidential information or trade secrets or a breach of this letter.