EMPLOYMENT AGREEMENT
Exhibit 10.7
BETWEEN
And
XXX XXXXXX
(Executive)
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 30, 2016 (the “Effective Date”) is entered into by and between GlyEco, Inc., a Nevada corporation (the “Company”), and Xxx Xxxxxx, an individual with a physical address at [See Recent Address on File with Company] (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
WHEREAS, the Executive is currently the Chief Financial Officer of the Company;
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to indemnify the Executive for claims for damages arising out of or relating to the performance of such services to the Company in accordance with the terms and conditions set forth in this Agreement and pursuant to Nevada law; and
Article
One
1. | Definitions. As used in this Agreement: |
1.1 The term “Accrued Obligations,” when used in the case of the Executive’s death or disability shall mean the sum of (1) that portion of the Executive’s Base Salary that was not previously paid to the Executive from the last payment date through the Date of Termination and (2) any Severance Benefit due.
1.2 The term “Automatic Extension” shall have the meaning set forth in Section 2.2 herein.
1.3 The term “Base Salary” shall have the meaning set forth in Section 3.1 herein.
1.4 The term “Board” shall have the meaning set forth in the recitals.
1.5 The term “Cause” shall have the meaning set forth in Section 4.3 herein.
1.6 The term “Common Stock” shall mean the Common Stock, par value $0.0001, of the Company.
1.7 The term “Compensation Committee” shall mean the Compensation Committee of the Company.
1.8 The term “Company Group” shall mean the Company and any other corporation or trade or business required to be aggregated with the Company which constitutes a single Company under Code Section 414(b) or Code Section 414(c) with the Company, except that in applying Code Section 1563(a)(1), (2), and (3), the language “at least 50 percent” is used instead of “at least 80 percent.”
1.9 The term “Corporate Documents” shall mean the Company’s Certificate of Incorporation, as amended and/or its Bylaws, as amended.
1.10 The term “Effective Date” shall have the meaning set forth in the preamble.
1.11 The term “Good Reason” shall have the meaning set forth in Section 4.3(c) herein.
1.12 The term “Initial Term” shall have the meaning set forth in Section 2.2 herein.
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1.13 The term “Separation from Service” shall mean the Executive’s termination of employment with the Company Group for any reason which constitutes a “separation from service” under Code Section 409A. Notwithstanding the foregoing, the Executive’s employment relationship with the Company Group is considered to remain intact while the individual is on military leave, sick leave or other bona fide leave of absence if there is a reasonable expectation that the Executive will return to perform services for the Company Group and the period of such leave does not exceed six months, or if longer, so long as the Executive retains a right to reemployment with the Company under applicable law or contract. Solely for purposes of determining whether a Separation from Service has occurred, the Company will determine whether the Executive has terminated employment with the Company Group based on whether it is reasonably anticipated by the Company and the Executive that the Executive will permanently cease providing services to the Company Group, whether as an employee or independent contractor, or that the services to be performed by the Executive, whether as an employee or independent contractor, will permanently decrease to no more than 20% of the average level of bona fide services performed, whether as an employee or independent contractor, over the immediately preceding 36-month period or such shorter period during which the Executive was performing services for the Company Group. If a leave of absence occurs during such 36-month or shorter period which is not considered a Separation from Service, unpaid leaves of absence shall be disregarded and the level of services provided during any paid leave of absence shall be presumed to be the level of services required to receive the compensation paid with respect to such leave of absence.
1.14 The term “Severance Benefit” shall have the meaning set forth in Section 4.6(a)(i) herein. The term may also be referred to as a “Severance Amount.”
1.15 The term “Without Cause” shall have the meaning set forth in Section 4.3(b) herein.
1.16 The term “Without Good Reason” shall have the meaning set forth in Section 4.3 herein.
Article
Two
2. | Employment. |
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(a) | fulfilling speaking engagements; |
(b) | engaging in charitable and community activities; |
(c) | managing his personal business and investments; and |
(d) any other activity approved of by the Board. For purposes of this Agreement, any activity specifically listed on Schedule A shall be considered as having been approved by the Board.
(a) his employment by the Company will not conflict with any obligations which he has to any other person, firm or entity; and
(b) he will not, without disclosure to and approval of the Board, directly or indirectly, assist or have an active interest in (whether as a principal, stockholder, lender, employee, officer, director, partner, venturer, consultant or otherwise) any person, firm, partnership, association, corporation or business organization, entity or enterprise that competes with or is engaged in a business which is substantially similar to the business of the Company; provided, however, that ownership of not more than two percent (2%) of the outstanding securities of any class of any publicly held corporation shall not be deemed a violation of this Section 2.5; provided, further, that any investment specifically listed on Schedule A shall not be deemed a violation of this Section 2.5.
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Article
Three
compensation
3. | Compensation. |
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3.3 The actual earned Annual Incentive, if any, payable to Executive for any performance period will depend upon the extent to which the applicable performance goal(s) specified by the Board or the Compensation Committee are achieved and will be decreased or increased for under- or over- performance. Except as specifically provided herein, Executive’s Annual Incentive will be subject to the terms and conditions of a formal bonus plan that may be adopted by the Compensation Committee from time to time; provided, that if there is no formal bonus plan that has been established by the Company, the Executive’s Annual Incentives shall be established each year by the Compensation Committee.
3.4 | Long Term Incentives. |
3.5 | Participation In Benefit Plans. |
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(c) | Vacation. |
(i) The Executive shall be entitled to fifteen (15) days of annual vacation, consistent with Company existing policy.
Article Four
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(a) upon the death of the Executive;
(b) upon termination of employment due to the Disability of the Executive;
(c) upon termination by the Company for Cause;
(d) upon resignation of employment by the Executive without Good Reason;
(e) upon termination by the Company without Cause;
(f) upon the resignation of employment by Executive for Good Reason.
Upon termination of Executive’s employment, as provided above or otherwise, Executive’s rights respecting benefits, stock options, restricted stock, and other equity awards will be determined under the applicable plan or program providing the same.
4.3 | Definition of “Cause,” “Without Cause,” and “Good Reason.” |
(a) | Termination for Cause. |
The Executive’s employment hereunder may be terminated for Cause. For purposes of this Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties hereunder (other than any such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness) after a written demand for substantial performance is delivered to the Executive by the Board or the Chairman of the Company, which specifically identifies the manner in which the Board or the Chairman of the Company believes the Executive has not substantially performed the Executive’s duties; or
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(ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the Company and/or its affiliated companies, monetarily or otherwise.
For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, upon the instructions of the Chairman or another Board Member of Company, or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliated companies. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board then in office, excluding the Executive, at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.
(iii) Executive’s material violation of any Company policy or code of ethics or conduct that may be in force from time to time;
(iv) the appropriation (or attempted appropriation) of a material business opportunity of the Company without first presenting it to the Company in writing and giving it a reasonable opportunity to accept or reject such opportunity, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company;
(v) the Executive’s conviction of, or plea of nolo contendere to, any felony of theft, fraud, embezzlement or violent crime, or the entering of a guilty plea or a plea of non contendere for any other crime for which imprisonment is a punishment.
(vi) the misappropriation (or attempted misappropriation) of any of the Company’s funds or property.
(b) | Termination without Cause. |
The determination of whether the Executive’s employment is terminable for Cause shall be made solely by the Company’s Board of Directors, which shall act in good faith in making such determination. All terminations by the Company that are not for Cause, or on the occasion of the Executive’s death or disability shall be considered Without Cause.
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(c) | Termination for Good Reason. |
The Executive’s employment hereunder may be terminated for Good Reason. For all purposes under this Agreement, “Good Reason” shall mean the occurrence of one or more of the following events arising without the express written consent of the Executive, but only if the Executive notifies the Company in writing of the event within sixty (60) days following the occurrence of the event, the event remains uncured after the expiration of thirty (30) days from receipt of such notice, and the Executive resigns effective no later than thirty (30) days following the Company’s failure to cure the event:
(i) | a material diminution in the Executive’s Base Salary; |
(ii) a material diminution in the Executive’s authority, duties, or responsibilities (including status, offices, titles and reporting requirements), duties, functions, responsibilities or authority as contemplated by Section 2.3 of this Agreement, or any other action by the Company that results in a diminution in such position, duties, functions, responsibilities or authority, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive as provided for herein;
(iii) the Company or a subsidiary thereof requiring the Executive to be permanently based anywhere other than within thirty (30) miles from the location other than as provided in Section 2.8 of this Agreement;
(iv) any other action that constitutes a material breach by the Company of the Agreement;
(v) or the Executive’s ceasing to be the highest ranking officer of the Company; or
A resignation of employment by Executive for any other reason or under any other circumstances will be a resignation “Without Good Reason.”
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4.5 Date of Termination. For purposes of this Agreement, the “Date of Termination” shall mean the effective date of termination of the Executive’s employment hereunder, which date shall be (a) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death, (b) if the Executive’s employment is terminated because of the Executive’s Disability, the Disability Effective Date, (c) if the Executive’s employment is terminated by the Company (or applicable affiliated company) for Cause or by the Executive for Good Reason, the date on which the Notice of Termination is given, and (d) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which date shall in no event be earlier than the date such notice is given; provided, however, that if within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).
4.6 | Obligations of the Company upon Termination. |
(i) the Company shall pay to the Executive (either in a lump sum or on in equal monthly installments over a twelve (12) month period after the Date of Termination, at the Company’s option) an amount equal to twelve (12) month’s salary at the level of the Executive’s Base Salary then in effect, (such twelve (12) months amount is hereinafter referred to as the “Severance Amount”); and
(ii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any annual bonus plan, program, policy, practice or arrangement or contract or agreement of the Company and its affiliated companies (such other amounts and benefits hereinafter referred to as the “Other Benefits”).
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Provided, however, that in the event the Company elects not to renew the Executive’s Agreement for an additional term, whether such extension comes after conclusion of the Initial Term, or such additional term pursuant to an Automatic Extension and provided, further that the Company has satisfied all obligations due the Executive under the terms of this Agreement, the Executive shall have no further rights and the Company shall have no further obligations under this Agreement, except for Article V and the Indemnification Agreement executed between the Company and the Executive thereunder.
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4.7 | Code Section 409A. |
Article
Five
5. Indemnification. The Executive shall be indemnified and held harmless pursuant to the terms and conditions set forth in the Indemnity Agreement substantially in the form attached as Exhibit B hereto.
Article Six
confidentiality
6. | Confidentially; Non-Competition; and Non-Solicitation. |
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6.4 Return of Company Property. On the date of the Executive’s termination of his employment with the Company for any reason (or at any time prior thereto at the Company’s request), Executive shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). Executive may retain the Executive’s rolodex and similar address books provided that such items only include contact information.]
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6.5 Notwithstanding anything herein to the contrary, in the event Executive breaches, in any material respect, any of the covenants set forth in this Article Six hereof, whether before or after the termination of Term under this Agreement, Company shall have the right to discontinue any or all remaining Severance Amount and other payments. Such discontinuance of Severance Amount and other payments shall be in addition to and shall not limit any and all other rights and remedies that Company may have against the Executive.
6. 6 The duration of any covenant contained in this Article Six, shall be extended during any period the Executive is in breach of the applicable covenant.
Article Seven
miscellaneous
7. | Miscellaneous. |
If Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of Executive in Article Six.
7.3 Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Nevada without resort to any principle of conflict of laws that would require application of the laws of any other jurisdiction.
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7.12 Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.
7.16 Modifications and Waivers. Notwithstanding any other provision of this Agreement, the indemnification provisions contained in the Indemnification Agreement in Exhibit B hereto may be amended from time to time to reflect changes in Nevada law or for other reasons; provided, that no other modifications shall be made that are not identical or substantially similar to those modifications that are made to all then-current directors and officers.
(a) | if to Executive: |
Xxx Xxxxxx
[See Recent Address on File with Company]
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(b) | if to the Company: |
c/o Robinson Brog Leinwand Xxxxxx Xxxxxxxx & Xxxxx P.C.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx, Esq.
or to such other address as may have been furnished to Executive by the Company or to the Company by Executive, as the case may be.
7.18 No Limitation. Notwithstanding any other provision of this Agreement, for avoidance of doubt, the parties confirm that the foregoing does not apply to or limit Executive’s rights under Nevada law or the Company’s Corporate Documents.
[Signatures Follow On Next Page]
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IN WITNESS WHEREOF, the parties have set their hands and seals hereunto on the date first above written.
GLYECO, INC. | EXECUTIVE | |||
By: | /s/ Xxxxx Xxxxxxxx | /s/ Xxx Xxxxxx | ||
Name: | Xxxxx Xxxxxxxx | Name: | Xxx Xxxxxx | |
Title: | Chairman of the Compensation | |||
Committee of the Board of Directors |
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Schedule A
Outside Activities/Investments
Xxx Xxxxxx
Company or Project Name |
Nature of Business |
Date Hired or Commenced Involvement |
Position | Compensation | Annual Time Commitment, (time away from office) | |||||
Dated: [____], 2016
Initials: Executive: _____ Company: ______
Schedule 3.2
Exhibit A
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release (“Agreement”) is entered into by and between Xxx Xxxxxx (“Executive”) and GlyEco, Inc. (hereinafter the “Company”) (Executive and the Company are each a “party” to this Agreement and, when collectively referenced herein, Executive and the Company shall be referred to as the “Parties”), and is made and entered into with reference to the following facts:
1. Agreement by the Company. Prior to the execution of this Agreement, Company will pay Executive all Base Salary and for the value of all unused vacation earned through the date of termination. Company will also pay Executive for any Target Bonus awarded by the Board of Directors but not yet paid. In exchange for Executive’s agreement to the releases and other terms and conditions of this Agreement, the Company agrees to provide Executive, after the Effective Date (as defined below) of this Agreement, a total gross lump sum payment of $ , which is equal to (a) 1 year of his Base Salary based upon his current Base Salary of $ ; (b) plus $ , which is equal [_______]. [Insert other benefits if applicable.]
2. Agreement by the Executive. By signing this Agreement and accepting the payment set forth in Section 1 above, Executive agrees to be bound by the terms of this entire Agreement. Executive further agrees to be bound by the surviving terms of the agreements he entered into as an employee of the Company.
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3. Release of Claims. In exchange for the consideration provided in Section 1 above, Executive hereby expressly waives, releases, acquits and forever discharges the Company and its parents, successors, assigns, divisions, subsidiaries, affiliates, partners, officers, directors, executives, investors, shareholders, managers, supervisors, employees, agents, attorneys and representatives (hereinafter the “Released Parties” or “Releasees”), from any and all claims, demands, and causes of action which Executive has or claims to have, whether known or unknown, of whatever nature, which exist or may exist as of the date of Executive’s execution of this Agreement. As used in this paragraph, “claims,” “demands,” and “causes of action” include, but are not limited to, contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, retaliation claims, personal injury claims, constructive discharge claims, emotional distress claims, public policy claims, wage claims, claims for debts, accounts, attorneys’ fees, compensatory damages, punitive damages, and/or liquidated damages, claims for the Company’s stock or options to purchase the Company’s stock, claims for vesting or accelerated vesting of options to purchase the Company’s Common Stock, claims for defamation, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal or state statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., and any other federal, state or local statute governing any aspect of the employer/employee relationship.
4. Release of Claims for Age Discrimination. Without in any way limiting the generality or scope of Section 3 of this Agreement, Executive hereby understands and agrees to release any and all claims, rights or benefits Executive has or may have for age discrimination arising out of or under the Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. § 621, et seq., as the ADEA may have been or may be amended, or any equivalent or comparable provision of state or local law, without limitation.
5. Release of Unknown Claims. Executive understands and agrees, in compliance with any statute or ordinance which requires a specific release of unknown claims or benefits, that this Agreement includes a release of unknown claims, and Executive hereby expressly waives and relinquishes any and all claims, rights or benefits that Executive may have which are unknown to Executive at the time of the execution of this Agreement.
6. Indemnification Agreement. Executive’s and Company’s rights and responsibilities under the Indemnification Agreement dated [______] between Executive and Company will continue in effect and will not be affected by this Agreement.
7. Sufficiency of Consideration. Executive acknowledges and agrees that absent this Agreement, Executive has no legal entitlement to the consideration provided in this Agreement and that the consideration represents good and sufficient value for the releases and other agreements of Executive set forth in this Agreement.
8. Non-Admission of Liability. Executive understands that the Company denies that it has engaged in any wrongdoing whatsoever in connection with its dealings with Executive and that nothing in this Agreement shall constitute or be treated as an admission of any wrongdoing or liability on the part of the Company and/or the Released Parties.
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9. Consultation with an Attorney. Executive is advised to consult with an attorney of his choosing prior to entering into this Agreement.
10. Acceptance of Agreement. Executive has up to twenty-one (21) days after the Termination Date to consider this Agreement and Executive may revoke this Agreement at any time during the first seven (7) days following Executive’s execution of this Agreement by delivering written notice of revocation to the Secretary of the Company’s Board of Directors, no later than five (5:00) p.m. on the seventh (7th) day after execution. Executive received this Agreement on , 2016. The settlement offer contained in this Agreement will automatically expire if this Agreement, fully executed by Executive, is not received by the Secretary of the Company’s Board of Directors, on or before , 201_.
11. Effective Date of Agreement. This Agreement will become effective, irrevocable and fully enforceable upon the expiration of seven (7) days following the date of Executive’s execution of this Agreement (the “Effective Date”), provided that Executive has executed and submitted to the Company the executed original of this Agreement in a timely manner as set forth in Section 10 and Executive has not exercised Executive’s right to revoke this Agreement as set forth in Section 10.
12. No Filing of Claims. Executive represents and warrants that Executive does not presently have on file, and further represents and warrants that Executive will not hereafter file, any claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the Released Parties occurring prior to the date of Executive’s execution of this Agreement.
13. Ownership of Claims. Executive represents and warrants that Executive is the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands arising out of or in any way related to Executive’s employment with the Company and/or the resignation thereof.
14. Successors and Assigns. Executive understands and agrees that this Agreement and all of its terms shall be binding upon Executive’s representatives, heirs, executors, administrators, successors, and assigns.
15. Tax Liability. Executive acknowledges and agrees that he has obtained no advice from Releasees (defined above) and that neither Releasees, nor their attorneys, have made any representation regarding the tax consequences, if any, of Executive’s receipt of the settlement amounts and other consideration provided for in this Agreement. Executive further acknowledges and agrees that he is personally responsible for the payment of all federal, state and local taxes that are due, or may be due, for any payments and other consideration received by Executive under this Agreement. Executive agrees to indemnify the Company and hold the Company harmless for any and all taxes, penalties and/or other assessments that the Company is, or may become, obligated to pay on account of any payments and other consideration made to Executive under this Agreement.
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16. Attorneys’ Fees. Executive understands and agrees that in any dispute between Executive and the Company regarding the terms of this Agreement and/or any alleged breach thereof, that the prevailing party, as determined by a court of law or a mutually agreed upon arbitrator, will be entitled to recover its costs and reasonable attorneys’ fees arising out of such dispute.
17. Confidentiality. Executive understands and agrees that the terms and existence of this Agreement and any other terms or information relating to the resignation of Executive’s employment with the Company are strictly confidential and may not be disclosed to any other person or entity, with the exception of Executive’s immediate family members and legal and financial advisors.
18. Continuing Obligations. Executive and Company understand and agree that certain obligations set forth in the Executive Employment Agreement between the Parties of [___________], 2016, as it may have been amended from time to time, a copy of which is attached hereto (at the time of execution) as Exhibit A and incorporated herein by this reference, continue beyond termination of his employment with the Company. Those obligations include those set forth in Sections [______] of that agreement. Executive further understands and agrees that a breach of any continuing obligation contained in the Company’s Executive Employment Agreement shall also constitute a breach of this Agreement.
19. Non-Disparagement. Executive and Company agree that they will not disparage or in any way criticize each other, including for the Company its officers, managers, supervisors, employees, investors, products, services, or technology, at any time in the future. Nothing contained in this Section is intended to prevent Executive or Company from testifying truthfully in any legal proceeding.
20. Headings. The headings in each section herein are for convenience of reference only and shall be of no legal effect in the interpretation of the terms hereof.
21. Integration. This Agreement, and the surviving provisions of the accompanying Exhibit A, constitute an integrated; written contract, expressing the entire agreement between the Parties with respect to the subject matter hereof. In this regard, Executive represents and warrants that he is not relying on any promises or representations which do not appear written herein. Executive further understands and agrees that this Agreement can be amended or modified only by a written agreement, signed by all of the Parties hereto.
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22. Nevada Law Applies. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the State of Nevada applicable to contracts executed and performed in Nevada without giving effect to conflicts of law principles.
23. Severability. Executive agrees that if any provision, or portion thereof, of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.
24. Execution by Counterparts/Facsimile. This Agreement may be executed in separate counterparts and by facsimile, and each such counterpart shall be deemed an original with the same effect as if all parties signed the same document.
EXECUTIVE UNDERSTANDS AND AGREES THAT EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT EXECUTIVE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY, AFTER HAVING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF EXECUTIVE’S OWN CHOOSING, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date provided below.
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Exhibit B
Indemnification Agreement
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Exhibit C
Side Letter
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