(**) Full acceleration if the Company completes a Deemed Liquidation Event or IPO, and Employee is terminated by the Company (or the surviving or acquiring entity) without Cause at the time of or within 12 months after such event.
(B) In addition, you will be granted option to purchase 570,300 shares (which represents 0.5% of the Companys fully diluted outstanding equity as of the date hereof, subject to future dilution) at a price per share equal to the fair market value at the time of grant, which shall become fully vested and exercisable only upon one of the following scenarios (the Second Option):
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Upon sale of the Company at a valuation over $620 million within 24 months of commencement of employment; or
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Upon an IPO at a pre-IPO valuation of over $930 million within 36 months of commencement of employment.
The Second Option grant shall be subject to all terms, vesting schedules and other provisions set forth in the Plan and in a separate option agreement to be executed by you as a condition of such grant.
In the event that the Company shall terminate your employment without Cause (as defined below) or if you terminate your employment for Good Reason (as defined below), the Company shall pay to you an additional six (6) months of your then prevailing salary and benefits (not including a continuance of vesting of options) starting from the date on which a written of notice of termination is provided by the Company or you, as applicable.
Cause shall mean willful misconduct by you or willful failure to perform your responsibilities to the Company (including, without limitation, breach of any provision of your employment, nondisclosure, non-competition or other similar agreement between you and the Company).
Good Reason shall mean any of the following: (a) a material change in your position, scope of responsibilities, or direct reporting relationship (i.e., other than the then CEO), (b) a material change in your compensation that is not part of a general reduction of compensation among all officers of the Company, (c) a change in your primary working location beyond the NYC metropolitan area.
During your employment, you will be entitled to the benefits generally made available to regular, full-time salaried employees of the Company as summarized on the attached Talkspace Benefits Overview. Talkspace reserves the right to adjust their benefits program from time to time as the Company sees fit. You will be required to review and sign the Talkspace Employee Handbook as a condition to your employment along with completing applicable immigration, payroll and tax forms.
This employment offer is contingent on completing a background check. A thorough background check is also a contractual requirement by many of our customers as a condition of doing business.