Transition and Separation. By executing this Agreement, you agree that your services under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), will terminate effective February 1, 2025 (the “Retirement Date”). The period between the execution date of this Agreement and the Retirement Date shall be the “Transition Period.” You agree to resign from the position of Chief Executive Officer (“CEO”) and from any directorships or offices that you hold in the Company or any affiliate effective as of the sooner to occur of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024, you will continue to be engaged by the Company as a Strategic Advisor to the Board and the Company for the remainder of the Transition Period. During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion of the Company, during the Transition Period, the Company will continue to provide you with clerical support and expense reimbursement consistent with that provided to you prior to the execution of this Agreement. At the discretion of the Company, you will continue to be provided with a Company laptop and access to the Company’s records and information systems in order to perform your services during the Transition Period.
Appears in 1 contract
Transition and Separation. By executing this Agreement, you (a) The Parties hereby agree that your services under Executive will cease serving as Senior Advisor of the Services Agreement between the Company and you dated May 26Company, 2022 effective as of November 30, 2023 (the “Services Agreement”), will terminate effective February 1, 2025 (the “Retirement Separation Date”). The Through the Separation Date, Executive will continue to receive the same compensation and benefits currently in effect. Effective as of the Separation Date, Executive will resign (and will be deemed to have resigned without any further action by Executive) from all positions Executive held in any capacity as an officer, director, benefit plan trustee or fiduciary or otherwise with respect to the Company and its subsidiaries and affiliates. Executive shall promptly execute such additional documents as may be necessary to evidence the foregoing resignations.
(b) From and following the Separation Date through March 1, 2024 (or such earlier date as determined pursuant to this Section 1(b)) (such applicable date, the “Consulting Period End Date,” and such period between the execution date of Separation Date through the Consulting Period End Date, the “Consulting Period”), in consideration for the benefits to be provided under this Agreement, Executive shall serve as a non-employee consultant to the Company providing such transition and advisory services to the Company, as may be reasonably requested by the Company from time to time during the Consulting Period (the “Services”). The Consulting Period may be terminated by Executive prior to the Consulting Period End Date upon 60 days prior written notice to the Company. Executive agrees and acknowledges that, subject to the exceptions set forth in Section 7 (Whistleblower Protections) and Section 8 (Defend Trade Secrets Act), Executive shall not use or disclose any Confidential Information (as defined in the Employment Agreement) made available to Executive or to which Executive has access to during the Consulting Period. Executive shall, as a condition to receiving the benefits provided under this Agreement, re-execute and not revoke the Release Agreement (as defined below) on the Consulting Period End Date by signing the ratification in the Release Agreement and returning it to the Company.
(c) It is understood and agreed that Executive shall perform the Services as an independent contractor, and this Agreement is not intended by the parties to establish an employment relationship. Executive may not, at any time, act as a representative for or on behalf of the Company or its affiliates for any purpose or transaction, and may not bind or otherwise obligate the Retirement Date Company or its affiliates in any manner whatsoever without obtaining the prior written approval of the Company therefor. Executive shall be solely responsible for the “Transition Period.” You agree payment of any federal, state or local income, withholding or payroll taxes owed by Executive solely due to resign from the position receipt of Chief Executive Officer (“CEO”) compensation for providing services as a consultant under this Agreement, and shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns from any directorships claims, assessments or offices that you hold liabilities from a taxing authority relating to any such taxes. In his capacity as a consultant, Executive shall not be entitled to participate in any employee benefit plans of the Company or any affiliate effective as of its affiliates (provided that Executive may participate in the sooner to occur benefit plans of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024, you will continue to be engaged by the Company as a Strategic Advisor to the Board and the Company for the remainder of the Transition Period. During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 its affiliates in his status as a former employee of the Company where applicable).
(the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided d) Subject to Executive’s Continuing Obligations in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion of the Company, during the Transition Period, the Company will continue to provide you with clerical support and expense reimbursement consistent with that provided to you prior to the execution 4 of this Agreement. At , nothing in this Section 1 shall preclude the discretion of the CompanyExecutive from engaging as an employee, you will continue independent contractor or consultant to be provided with a Company laptop and access to the Company’s records and information systems in order to perform your services third parties during the Transition Consulting Period.
Appears in 1 contract
Sources: Transition and Separation Agreement (Bausch & Lomb Corp)
Transition and Separation. By executing this Agreement, you agree that your services under the Services Agreement between Your separation with the Company and you dated May 26will occur at 5:00 pm PST on March 31, 2022 2022, unless your employment is terminated earlier in accordance with your existing employment arrangements (the “Services Agreement”), will terminate effective February 1, 2025 (the “Retirement Separation Date”). If your employment terminates earlier than March 31, 2022, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the execution date of this Agreement and the Retirement Date shall be the Separation Date, if any, is your “Transition Period.” You agree to resign from the position of Chief Executive Officer (“CEO”) and from any directorships or offices that you hold in the Company or any affiliate effective as agree that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your currently applicable base salary, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the sooner to occur of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024applicable equity plan, you will continue to be engaged by eligible to vest in any of your outstanding equity awards of the Company as a Strategic Advisor to the Board and the Company for the remainder of the Transition Period. During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period (including equity awards granted to you in March 2021 scheduled to vest in March 2022), and, except as set forth specifically described in this Agreement, any unvested equity awards will cease vesting and be cancelled on the Separation Date. If you participate in the Indemnification Agreement between you and Employee Stock Purchase Plan (“ESPP”), your participation will terminate in accordance with the Company and the Company’s Articles and Bylaws. At the discretion terms of the Company, during the Transition PeriodESPP. If enrolled, the Company will continue to provide you with clerical support your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued and expense reimbursement consistent with that provided unused PTO through your Separation Date. A lump sum cash payment of your annual cash bonus for fiscal year 2022 under the Company’s Executive Bonus Plan, based on actual achievement of the applicable fiscal 2022 performance goals as determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, will be paid to you prior at the same time fiscal year 2022 cash bonuses under the Company’s Executive Bonus Plan are paid to the execution other participants thereunder, minus applicable tax withholdings and deductions. You acknowledge that you will not be eligible for, nor will you receive, any other bonus, variable compensation, or other payment, or vesting of equity awards, except as specifically described in this Agreement. At • You will promptly cancel all outstanding business travel tickets, hotels, and any other reservations you have purchased for your employment with Splunk, and submit all reimbursement requests to Splunk via Concur no later than 30 days from your actual termination date, even if it is before the discretion of Separation Date, and you will be reimbursed any outstanding reasonable and necessary business and travel expenses (including cancelation fees), in accordance with Splunk’s Travel and Expense Policy. Throughout the Company, you Transition Period: • You will continue to be provided report to Splunk’s interim Chief Executive Officer. You will, as requested, remain available in person, by phone and electronic means and provide reasonable and timely assistance to answer questions and transition your duties and responsibilities, as reasonably requested by Splunk. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will comply with a Company laptop the applicable (i) terms and access conditions of your employment offer letter, as amended from time to time (your “Offer Letter”); (ii) terms and conditions of the Company’s records Employee Invention Assignment and information systems in order to perform Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. You further affirm that you will comply with your services continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately, and the date of such written notice will then constitute the Separation Date under this Agreement. For the avoidance of doubt, you may voluntarily resign from Splunk prior to 5:00 pm PST on March 31, 2022, and your employment may otherwise be terminated in accordance with your existing employment arrangements prior to 5:00 pm PST on March 31, 2022. If your Splunk employment terminates during the Transition Period, including without limitation due to you being hired into a position outside of Splunk that starts during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date. Effective as of your Separation Date, your existing Offer Letter with the Company, dated November 16, 2015, as amended on each of June 4, 2019, May 7, 2020, and November 22, 2021, shall terminate. However, except as modified by this Agreement, paragraphs 5 (Confidentiality); 8 (Section 409A Matters); 9 (Definitions); and 12 (Arbitration) therein, in all cases, shall continue in full force and effect, except as specifically modified by the fully executed Agreement.
Appears in 1 contract
Transition and Separation. By executing this Agreement(a) Effective on April 8, you agree that your services under 2024 (the Services Agreement between “Transition Date”), the Employee’s role as President of Intelligent Platform Solutions and status as an officer of the Company and you dated May 26each of its affiliates will end. The Employee’s employment with the Company shall continue as of the Transition Date and end on the earliest of (i) June 30, 2022 2024 (the “Services AgreementPlanned Separation Date”), will terminate effective February 1(ii) the date the Employee takes any action that constitutes Cause (as defined in the Offer Letter), 2025 or (iii) the date the Employee voluntarily terminates employment with the Company for any reason (the earliest such date, the “Separation Date”).
(b) During the period (the “Retirement Employment Period”) beginning on the Transition Date and ending on the Separation Date”). The period between , the execution date of this Agreement and Employee will remain employed by the Retirement Date shall be Company as an Advisor reporting to the “Transition Period.” You agree to resign from the position of Chief Executive Officer of the Company (the “CEO”) and from any directorships or offices that you hold provide transition services (the “Transition Services”) on an as-requested and as-needed based in the Company or any affiliate effective as Employee’s areas of expertise and work experience and responsibility.
(c) During the Employment Period, the Employee will continue to be paid base salary at the rate in effect on the Effective Date and continue to be eligible for the employee benefit plans made available to executives of the sooner Company on the terms and conditions set forth in such employee benefit plans. All payments made to occur of the Employee during the Employment Period will be subject to any required withholding taxes and authorized deductions.
(ad) two weeks after The Stratus Retention Bonus (as defined in the effective date on Offer Letter), which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February Employee earned on April 1, 2024, you will continue to be engaged by the Company as a Strategic Advisor paid to the Board and Employee no later than the Company for the remainder of the Transition Period. Company’s second regular payroll date following April 1, 2024.
(e) During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Employment Period, the Employee will remain eligible to earn the SGH Retention Bonus (as defined in the Offer Letter). Accordingly, if the Employee remains employed in good standing with the Company through May 31, 2024, the Company will pay the Employee a cash bonus in the amount of $1,133,000, less applicable withholding taxes, no later than the Company’s second regular payroll date following May 31, 2024.
(f) During the Employment Period, the RSU Award (as defined in Section 3) shall continue to vest in accordance with its terms. On the Separation Date, the then-unvested portion of the | RSU Award, after applying any vesting acceleration to which the Employee is entitled to put you on non-working garden leaveunder Section 3, including directing you to no longer provide servicesshall be forfeited.
(g) The Employee agrees that, come to during the officeEmployment Period and thereafter, or otherwise engage in business on behalf of the Company; provided that you Employee will be considered an employee during such garden leave not, except for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during performing the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion Services, seek to obtain any confidential or proprietary information or materials of the Company, during the Transition Period, the Company will continue to provide you with clerical support and expense reimbursement consistent with that provided to you prior to the execution of this Agreement. At the discretion of the Company, you will continue to be provided with a Company laptop and access to the Company’s records and information systems in order to perform your services during the Transition Period.
Appears in 1 contract
Sources: Transition and Separation Agreement (SMART Global Holdings, Inc.)
Transition and Separation. By executing this Agreement, you agree that your services under the Services Agreement between Your anticipated separation date with the Company and you dated May 26is June 16, 2022 unless your employment is terminated earlier by your voluntary termination, by Splunk, or on another date agreed to in writing between you and Splunk (the “Services Agreement”), will terminate effective February 1, 2025 (the “Retirement Separation Date”). If your employment terminates earlier or later than the anticipated Separation Date, that date will become the “Separation Date” for the purposes of this Agreement. The time period between the execution date of notification, the date of this Agreement Agreement, and the Retirement Separation Date shall be the is your “Transition Period.” You agree to resign from the position of Chief Executive Officer (“CEO”) and from any directorships or offices that you hold in the Company anticipate that, provided you comply with the terms and conditions of this Agreement, your agreements with Splunk, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your current base salary or any affiliate effective hourly rate, as applicable, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the sooner to occur of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024applicable equity plan, you will continue to be engaged by eligible to vest in any of your outstanding equity awards of the Company as a Strategic Advisor to the Board and the Company for the remainder of during the Transition Period, and any unvested equity awards will cease vesting and be canceled on the Separation Date. During If you participate in the Transition PeriodEmployee Stock Purchase Plan (“ESPP”), you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided to participate in Section 3(b) belowaccordance with the terms of the ESPP. If a successor CEO is elected by the Board during the Transition Period, your duties will be as assigned by the Board. For avoidance of doubt, at any time during the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described above. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion of the Company, during the Transition Periodenrolled, the Company will continue to provide you with clerical support your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued base salary, and expense reimbursement consistent with any accrued and unused PTO, through your Separation Date. You acknowledge that provided to you prior to the execution of will not be eligible for, nor will you receive, any further compensation or benefits from Splunk (including an annual bonus for fiscal year 2023) except as specifically described in this Agreement. At ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, CA 94107 • You will promptly cancel all outstanding business travel and submit all reimbursement requests within 10 days of your Separation Date to Splunk via Concur. Splunk will reimburse reasonable and necessary business expenses in accordance with the discretion of Travel and Expense Policy. Throughout the CompanyTransition Period: • Until the Separation Date, you will continue to be provided work regular work hours in your current position and as directed by your manager. You will also work with a Company laptop your manager to diligently transition your work, answer questions and access to assist Splunk as reasonably requested. • You will not work in any capacity for any other company, business, or organization during the CompanyTransition Period without Splunk’s records prior written consent. • You will remain an at-will employee, which means that either you or Splunk may terminate your employment at any time for any lawful reason or no reason, with or without cause or notice. • You will comply with the applicable (i) terms and information systems in order to perform conditions of your services employment offer letter (your “Offer Letter”); (ii) terms and conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. You further affirm that you will comply with your continuing obligations under these agreements and policies post-termination. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to HR at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇) at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately. If your Splunk employment terminates for any reason during the Transition Period, the compensation and benefits described above will end immediately upon your new Separation Date.
Appears in 1 contract
Sources: Separation Agreement (Splunk Inc)
Transition and Separation. By executing this Agreement, you agree that your services under the Services Agreement between Your separation with the Company and you dated May 26will occur at 5:00 pm PST on March 31, 2022 (the “Services AgreementSeparation Date”), unless your employment is terminated earlier as set forth herein by the terms of this Agreement. If your employment terminates earlier than March 31, 2022, that date will terminate effective February 1become the “Separation Date” for the purposes of this Agreement and the second release agreement, 2025 which is attached as Attachment 3 (the “Retirement DateSecond Release”). The time period between the execution date of this Agreement and the Retirement Date shall be the Separation Date, if any, is your “Transition Period.” You agree to resign from the position of Chief Executive Officer (“CEO”) and from any directorships or offices that you hold in the Company or any affiliate effective agree that, provided you comply with the terms and conditions of this Agreement, your Offer Letter (as defined below), the EIACA (as defined below) as modified below, your Indemnification Agreement with Splunk, the agreements with Splunk governing your Splunk equity awards, the Code of Business Ethics and Conduct and all applicable Splunk policies, during your Transition Period: • You will remain a Splunk employee and Splunk will continue to pay you your currently applicable base salary, minus applicable tax withholdings and deductions, payable in accordance with Splunk’s standard payroll practices. In accordance with the terms of the sooner to occur of (a) two weeks after the effective date on which the Board elects your successor as CEO or (b) February 1, 2025. If the Board elects a successor CEO prior to February 1, 2024applicable equity plan, you will continue to be engaged by eligible to vest in any of your outstanding equity awards of the Company as a Strategic Advisor to the Board and the Company for the remainder of the Transition Period. During the Transition Period, you will continue to receive your current salary and health benefits provided for under the Services Agreement between the Company and you dated May 26, 2022 (the “Services Agreement”), provided, however, that you will not be eligible for any other compensation, including bonus eligibility except as provided in Section 3(b) below. If a successor CEO is elected by the Board during the Transition Period, your duties and, except as specifically described in this Agreement or the Second Release, any unvested equity awards will cease vesting and be as assigned canceled on the Separation Date. For purposes of clarity, you will not forfeit any and all equity awards that vest prior to the Separation Date, including those that become vested by the Boardterms and conditions of this Agreement and the Second Release. For avoidance of doubtIf you participate in the Employee Stock Purchase Plan (“ESPP”), at any time during your participation will terminate in accordance with the Transition Period, the Company is entitled to put you on non-working garden leave, including directing you to no longer provide services, come to the office, or otherwise engage in business on behalf terms of the Company; provided that you will be considered an employee during such garden leave for the purposes of salary and health benefits as described aboveESPP. The Company will continue to provide indemnity in connection with services provided by you during the Transition Period as set forth in the Indemnification Agreement between you and the Company and the Company’s Articles and Bylaws. At the discretion of the Company, during the Transition PeriodIf enrolled, the Company will continue to provide you with clerical support your Company-sponsored health benefits through the end of the month of your Separation Date. You will be paid any accrued and expense reimbursement consistent with that provided to you prior to unused PTO through your Separation Date. A lump sum cash payment of your annual cash bonus for fiscal year 2022 (which ended January 31, 2022) under the execution Company’s Executive Bonus Plan, based solely on actual achievement of this Agreement. At the discretion applicable fiscal 2022 performance goals as determined by the Compensation Committee (the “Committee”) of the Company’s Board of Directors, less any mid-year advance thereof, will be paid to you at the same time fiscal year 2022 cash bonuses under the Company’s Executive Bonus Plan are paid to other participants thereunder, minus applicable tax with-holdings and deductions. For purposes of clarity, you will be paid your fiscal 2022 bonus (which is based solely on Company performance) at the same level of Company performance achievement as all other participants in the Executive Bonus Plan. You acknowledge that you will not be eligible for, nor will you receive, any other bonus, variable compensation, or other payment, or vesting of equity awards, except as specifically described in this Agreement or the Second Release. • You will promptly cancel all outstanding business travel tickets, hotels, and any other reservations you have purchased for your employment with Splunk, and submit all reimbursement requests to Splunk via Concur no later than 30 days from your actual termination date, even if it is before the Separation Date, and you will be reimbursed any outstanding reasonable and necessary business and travel expenses (including cancelation fees), in accordance with Splunk’s Travel and Expense Policy. Throughout the Transition Period: • You will continue to be provided report to Splunk’s Interim Chief Executive Officer. You will, as requested, remain available in person, by phone and electronic means and provide reasonable and timely assistance to answer questions and transition your duties and responsibilities, as reasonably requested by Splunk. • You will not work in any capacity for any other company, business, or organization during the Transition Period without Splunk’s prior written consent. • You will comply with a Company laptop the applicable (i) terms and access to conditions of your offer letter with the Company’s records , dated as of March 2, 2021 (your “Offer Letter”); (ii) terms and information systems conditions of the Employee Invention Assignment and Confidentiality Agreement (“EIACA”); and (iii) Splunk policies and practices, including the Code of Business Conduct and Ethics and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, which such policy will no longer apply to you once you no longer have material non-public information, provided that you exit the Company in order to perform an open trading window. You further affirm that you will comply with your services continuing obligations under these agreements and policies post-termination. Notwithstanding the foregoing, the Company agrees and acknowledges that your solicitation of your administrative assistant at Splunk shall not constitute a violation of Section 12 of the EIACA. If, during the Transition Period, you are hired into a position outside of Splunk that starts during the Transition Period, you must provide written notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ at least three business days before starting your new position. Upon such written notice you will be deemed to have resigned your Splunk employment effective immediately, and the date of such written notice will then constitute the Separation Date under this Agreement. For the avoidance of doubt, you may voluntarily resign from Splunk prior to 5:00 pm PST on March 31, 2022, or your employment may be terminated for Cause (as defined in your Offer Letter) prior to 5:00 pm PST on March 31, 2022. If your Splunk employment terminates during the Transition Period, due to you being hired into a position outside of Splunk that starts during the Transition Period, your resignation or for Cause, the compensation and benefits described above will end immediately upon your new Separation Date. Effective as of your Separation Date, your existing Offer Letter with the Company shall terminate.
Appears in 1 contract