1. Recitals. The Recitals set forth above are expressly incorporated into this Agreement.
2. Consideration. In exchange and consideration for the promises set forth herein, the Company agrees as follows:
a. Extension of Exercise Period of Employee Options. Company agrees that notwithstanding anything to the contrary in the applicable Plans it will permit the exercise of all Vested Options (including those accelerated as set forth below) for a period of twelve (12) months from Termination Date, and
b. Acceleration of One (1) Vesting event. Company agrees that it will accelerate Employees September 1, 2021 RSU and Employee Option vesting event (one (1) vesting event from termination date) within 48 hours from date of signature of this Agreement. For clarity, 3,296 RSUs and 1,666 Employee Options will be accelerated that would have otherwise vested on September 1, 2021 pursuant to this Section 2(b).
c. Consulting Arrangement. The Company agrees to engage Employee as a consultant from the Termination Date until termination as provided in the consulting agreement attached hereto as Exhibit I (the Consulting Agreement). Employee must execute the Consulting Agreement in order for this Agreement to become effective.
Employee agrees and acknowledges that the consideration set forth above may change the tax treatment or Employee tax implications of either the Vested Options and/or RSUs and Employee is solely and exclusively liable for any and all tax treatments or implications of the consideration set forth herein.
3. Stock. Employee acknowledges that Employee has no other equity or debt interest in the Company of any kind, including but not limited to, any interest in stock, stock options, or other form of profit participation except for the Employee Options and RSUs as indicated herein. Employee agrees that the foregoing treatment is consistent with and has honored any and all obligations of the Company to Employee, under the Stock Agreements.
4. Benefits. Employee agrees that Employees participation in all benefits and incidents of employment, including, but not limited to, vesting in stock, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date. Employees health and dental insurance benefits, if any, shall cease on the last day of August 2021, subject to Employees right to continue Employees coverage under COBRA. The Company will pay the premium cost for continued coverage in the group health plan(s) in which the Employee is currently enrolled through September 30, 2021 in accordance with the terms of the America Rescue Plan Act of 2021 (ARPA), provided the Employee timely submits an election to continue coverage under COBRA and the Employee remains an assistance-eligible individual under the ARPA. The period during which premiums are paid by the Company shall be part of the Employees 18-month eligibility period under COBRA (or such longer period for which the Employee may be deemed eligible). After the above date, the Employee will be solely responsible to pay the entire COBRA premiums for continued group health coverage if the Employee wishes to continue coverage under COBRA. All terms of coverage will be in accordance with the provisions of COBRA as described in the separate COBRA notification form that will be given to the Employee and his or her enrolled dependents.
5. Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee. Employee specifically represents that Employee is not due to receive any commissions or other incentive compensation from the Company other than as set forth in this Agreement.
6. Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the