Hugh Young Rienhoff, Jr.
July 31, 2014
all claims against the Company and its affiliates in a form attached hereto within sixty (60) days of such termination, then in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, the Company shall provide you with the following: (a) an amount equal to nine (9) months of your base salary at the rate in effect immediately prior to your termination of employment payable in a cash lump sum, less applicable withholdings, as soon as administratively practicable following the date your general release is not subject to revocation and, in any event, within sixty (60) days following the date of your termination of employment, (b) direct payment of, or reimbursement for, the premium for continued healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) for you and your covered dependents through the earlier of (i) the nine (9) month anniversary of the date of your termination of employment and (ii) the date you and your covered dependents, if any, become eligible for healthcare coverage under another employers plan(s) (provided, that, after the Company ceases to pay premiums pursuant to this sentence, you may, if eligible, elect to continue healthcare coverage at your expense in accordance the provisions of COBRA) (c) continued participation for a period of up to nine (9) months in all other Company employee benefit plans and arrangements in effect on the date of your termination in which other members of management of comparable stature presently participate and (d) the vesting and/or exercisability of your outstanding equity awards, including any stock options, will be accelerated, and any right of repurchase or forfeiture restriction thereon shall lapse, to the extent such equity would have vested, or such right of repurchase or forfeiture restriction lapsed, had you remained employed by the Company through for nine (9) months following the date of your termination of employment. In addition, in the event your termination occurs within three (3) months prior to or nine (9) months following a Change in Control (as defined in the 2012 Equity Incentive Plan) you will be entitled to full vesting acceleration of 100% of your unvested equity interests.
For the purposes of this letter agreement, Cause shall mean (A) Purchasers willful refusal to perform in any material respect Purchasers duties or responsibilities for the Company or its affiliates or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board; (B) your repeated unexplained or unjustified absence from the Company; (C) your engagement in misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or any affiliates, including, but not limited to, misappropriation or conversion of assets of the Company or any affiliates (other than non-material assets); or (D) your conviction of or entry of a plea of nolo contendere to a felony and/or (v) your material breach of any provision of this letter agreement or the Confidential Information and Invention Assignment Agreement (as defined below). Notwithstanding the foregoing, the occurrence of an event or action with respect to subclauses (A) and (B) above shall not constitute Cause unless (X) you are provide advance written notice from the Company within ninety (90) days of the initial occurrence of the event or action giving rise to Cause, (Y) the notice specifies that your termination is effective not less than thirty (30) days, nor more than sixty (60) days, after the date of the written notice, and (Z) you fail to remedy the basis for Cause prior to the date of the resignation specified in the written notice.
For the purposes of this letter agreement, Good Reason shall mean any of the following: (i) a material change in the geographic location where you must perform your services for the Company, (ii) a material diminution in your title, authority, duties, responsibilities or base