Reduction in Duties means: (i) prior to a Change in Control, a material reduction by the Company in your duties, position, title, or responsibilities; and (ii) after a Change in Control, a material reduction by the Company in your duties and responsibilities. For the avoidance of doubt, if the Company becomes a subsidiary, division or business unit as a result of a Change in Control and you are responsible for the leadership of that unit, this shall not be considered a Reduction in Duties. Moreover, if you receive a senior management position with the company that survives the Change in Control with responsibilities that are approximately commensurate with your responsibilities at the Company prior to the Change in Control, then this also shall not be considered a Reduction in Duties.
12. In connection with signing this Agreement, and as a condition of your employment with the Company, you will be required to execute an Invention and Non-Disclosure Agreement and a Non-Competition and Non-Solicitation Agreement in the forms attached as Exhibit A and Exhibit B (collectively, the Restrictive Covenants Agreements). You acknowledge that your receipt of the incentive units set forth in paragraph 4 of this Agreement is contingent upon your agreement to the non-competition provisions set forth in the Non-Competition and Non-Solicitation Agreement. You further acknowledge that such consideration was mutually agreed upon by you and the Company and is fair and reasonable in exchange for your compliance with such non-competition obligations.
13. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing (or that purports to prevent) you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this Agreement.
14. You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.
15. This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter the Companys policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without Cause, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as explicitly set forth in paragraph 9 above.
16. The premises of the Company, Pandion Inc., and Pandion Programco, including all workspaces, furniture, documents, and other tangible materials, and all of their information technology resources (including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the Company, Pandion Inc., and Pandion Programco at any time. You should have no expectation of privacy with regard to the premises, materials, resources, or information of the Company, Pandion Inc., or Pandion Programco.
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