c. Increase in Base Salary. As of August 3, 2020, your Base Salary (as defined in the Employment Agreement) will be increased from its current annualized rate of four hundred forty-nine thousand six hundred dollars ($449,600) to the annualized rate of four hundred sixty thousand dollars ($460,000).
d. Equity Retention. You will be eligible to participate in a Nabriva Management Team equity retention plan under which you would be granted 157,500 options to purchase Company common stock and 78,750 restricted stock units, each representing the right to receive one share of Company common stock. Further details on this plan, including the vesting schedule and applicable performance metrics, will be provided to you once finalized by the Company and subject to the approval of such Management Team equity retention plan, and the equity awards granted thereunder, by the Board of Directors.
2. Amendment. This Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto.
3. Withholding; Section 409A. All payments and benefits hereunder will be subject to reduction for applicable tax withholdings. Any payments made over time are to be treated as a series of separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”). This Agreement is intended to provide for payments that are exempt from or comply with the provisions of Section 409A and this Agreement must, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions thereof.
4. Source of Payment. Nothing herein may be construed as establishing a trust or as requiring the Company to set aside funds to meet its obligations hereunder.
5. Interpretation. The parties agree that this Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party. References in this Agreement to “include” or “including” should be read as though they said “without limitation” or equivalent forms.
6. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument.
7. Binding Effect; Assignment and Assumption. This Agreement will be binding upon and inure to the benefit of the parties, any successors or assigns of the Company and your heirs and the personal representative(s) or executor(s) of your estate.
8. At-Will Employment; Effects of Agreement. This Agreement shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without Cause or notice. This Agreement supersedes any written or oral communications between the Company and you with respect to retention benefits of any kind. For the avoidance of doubt, the Employment Agreement remains in full force and effect and shall govern your right to receive severance payments and