Section 4. Miscellaneous Terms
Your employment remains at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause.
Termination for Cause means termination of the your employment by the Company (or any of its subsidiaries) by reason of your (i) gross negligence in the performance of your duties, (ii) willful failure to perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) that you fails to remedy to the reasonable satisfaction of the Company within thirty (30) days after written notice is delivered by the Company to you that sets forth the basis of your failure to perform your duties, (iii) willful engagement in conduct which is, or can reasonably be expected to be, materially injurious to the Company or its subsidiaries (monetarily or otherwise) or (iv) conviction of, or plea of guilty or no contest to, a misdemeanor involving moral turpitude or any felony.
The Company shall oversee all aspects of the administration of the LTI Cash Award and this letter agreement. The Company shall have complete control and authority to determine your rights with respect to the LTI Cash Award or the rights of any other person having or claiming to have any interest to the LTI Cash Award through you. The Company shall have complete discretion to interpret the provisions of this letter agreement and to decide all matters under this letter agreement, including, without limitation, the right to modify a vesting or forfeiture schedule applicable to the LTI Cash Award. Such interpretation and decision shall be final, conclusive and binding on you and any person claiming under or through you, in the absence of clear and convincing evidence that the Company acted arbitrarily and capriciously. When making a determination or calculation, the Company shall be entitled to rely on information furnished by you or any Company representative. The Company may correct any defect, supply any omission, or reconcile any inconsistency in this letter agreement in the manner and to the extent it deems necessary or desirable to carry out the intent of this letter agreement, and the Company shall be the sole and final judge of that necessity or desirability.
Your LTI Cash Award is intended to be a short-term deferral exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and shall be interpreted consistent with this intention. All rights under this letter agreement shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any amounts due hereunder.
This letter agreement contains all of the understandings and representations between the Company and you relating to the LTI Cash Award and supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect to any LTI Cash Award; provided, however, that this letter agreement shall not prevent the Company from entering into subsequent agreements with you that could modify or amend this letter agreement.
Any payment of cash under this letter agreement to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.