(c) Conditions. This Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the boards of directors of the Company and any of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated therewith in the form prescribed by the Company, with said general release not containing greater post-employment obligations than those set forth herein. You must execute and return the release on or before the date specified by the Company in the prescribed form (the Release Deadline). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5.
6. Gifts. You are not permitted to, directly or indirectly, in connection with the performance of your duties, accept or demand commission, contribution, reimbursement or gifts in any form whatsoever from third parties. This does not apply to customary promotional gifts not exceeding a value of $200.
7. Reimbursement of Expenses. The Company will reimburse business expenses reasonably incurred in the performance of your duties in accordance with the Companys standard practice and expense scheme in place at the time. Reimbursement of business expenses will be paid no later than 21⁄2 months following the close of the applicable fiscal year in which the expense was incurred.
8. Indemnification. The Company confirms that you will an insured person pursuant to the terms of the Companys executive liability insurance policy.
9. Documents and Company Property. You are prohibited from keeping in your possession in any way any correspondence, documents, other information carriers, copies thereof, and other goods made available by the Company or its affiliates to you (including, but not limited to, credit cards, mobile communication devices, keys, documents, handbooks, financial data, plans, USB sticks or other information carriers, access cards and laptop computer), except to the extent that this is necessary for the performance of your work for the Company. In any event, you are obliged to immediately hand over such documents and other goods made available to you at the end of this letter agreement or upon suspension of your active duties for any reason.
10. Proprietary Information and Inventions Agreement. This letter agreement is subject to your execution of the Proprietary Information and Inventions Agreement attached as Exhibit A.
11. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be at will, meaning that either you or the Company may terminate your employment at any time and for any reason, with or without Cause. Although your job duties, title, compensation and benefits, as well as the Companys personnel policies and procedures, may change from time to time, the at will nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).