停止雇用致富金融(临时代码)已于2024年8月16日生效停止您作为公司财务副总裁、公司控制器和公司秘书以及公司共同首席财务官和首席会计官的职务(“高级职官分离日期）。截至高级职官分离日期，您不再被视为公司及其子公司和联属公司的职官或董事(视情况而定)。高级职官分离日期后，您将继续担任公司的全职员工，担任战略顾问一职，自高级职官分离日期至2024年8月30日提供过渡服务(此期间为“过渡期”。在过渡期内，您将尽最大努力提供过渡协助和建议，如下所列 Exhibit A 并且根据公司的首席执行官、首席财务长或董事会的合理要求，您与公司的雇佣将于过渡期最后一天的太平洋时间11:59pm生效终止（“离职日期”).
离职后义务您谨此确认并同意：（a）您将继续受制于公司的保密和不揭露协议形式，该协议作为附件附上 附录B （下称“保密协议根据您与公司的雇佣关系，您已接触过公司的专有和/或机密信息、观察和数据，这可能构成商业秘密，您同意不将公司及其联属公司所持有及拥有的其他个人或实体的机密信息或任何其他人或实体的专有信息透露给任何人或实体，也不为自己（或任何其他人或实体）的目的使用，除非有公司事先书面同意；Third Party Information在您与公司的雇佣关系期间，除非该机密信息或第三方信息因您本人或间接行为或遗漏而变得广为人知且公众可用，否则未经公司事先书面同意，您必须交还于公司或其指定代表，于解聘日期之前交还所有含有或涉及该信息的各类文件和数据，并不能携带或以其他方式保留任何此类文件或数据或其任何复制品。
5.
Inventions and Intellectual Property Rights: You acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications and copyrightable work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary
information and all similar or related information (whether or not patentable) that relate to the Company’s or any of its subsidiaries’ actual or anticipated business, research and development or existing or future products or services and that you have conceived, developed or made (whether alone or jointly with others) while employed by the Company or any of its subsidiaries or predecessors, whether before or after the date of this Agreement (“工作成果”), belong to the Company. You agree to disclose such Work Product to the Company and, at the Company’s expense, perform all actions reasonably requested by the Company (whether during or after your employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). You acknowledge that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended.
6.
期权: Pursuant to your Stock Option Agreement(s) with the Company and the Company's equity incentive plans (together, the “Stock Option Agreements根据您获得的选择权，可以购买公司普通股（“选择权）。 有关选择权的权利已在附上的股权报告中总结为 展品C.
You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.
c.
You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement. To the fullest extent permitted by law, any dispute regarding the
scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.
8.
不起诉协议: To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement. Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.
9.
合作事项: You agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. You understand and agree that you cooperation may include, but not be limited to, making yourself available to the Company for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into your possession.
10.
受保护的权利:
a.
You understand that nothing in this Agreement, including the General Release and Waiver of Claims, Covenant Not to Sue, Non-Disparagement and Confidentiality sections contained herein, limits, impedes or restricts: (a) your ability to file a charge or complaint with the Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board (the “NLRB”), the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“政府机构”); or (b) if you are a non-supervisory (as defined under the National Labor Relations Act (the “国家劳资关系法员工，您了解禁止您行使《国家劳资关系法》第7条所保护的权利，包括向NLRB提交不公平劳动行为控诉的权利，或协助其他现职或前任公司员工进行此类行动。 您进一步了解，本协议不限制您与任何政府机构沟通的能力，或以任何方式参与和/或协助可能由任何政府机构进行的任何调查或诉讼，包括提供文件（包括本协议）或其他信息，无需通知公司。 本协议不限制您提供信息以获得政府机构奖励的权利，也不禁止您在回应传票或其他法律程序时提供真实信息。
Review of Separation Agreement; Expiration of Offer: You understand that you may take up to five (5) days to consider this Agreement (the “考虑期”). The offer set forth in this Agreement, if not accepted by you before the end of the Consideration Period, will automatically expire. By signing below, you affirm that you were advised to consult with an attorney prior to signing this Agreement and that any modifications to this Agreement, whether or not material, will not restart the Consideration Period.
21.
有效日期: You will have seven (7) days after execution of this Agreement (the “撤销期”) to revoke the release contained herein, and such release shall not become effective or enforceable until such Revocation Period has expired. The Company’s promises under this Agreement, including but not limited to its obligation to provide Separation Compensation, will arise only after this time.
2.2.3 was in the possession of the Receiving Party prior to disclosure by the Disclosing Party, and was not acquired, directly or indirectly, from the Disclosing Party, as evidenced by the records of the Receiving Party; or
2.2.4 is independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information, as evidenced by the records of the Receiving Party.
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ARTICLE III. OBLIGATIONS OF THE RECEIVING PARTY
3.1 Maintenance of Confidentiality. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential, and in furtherance thereof:
3.1.1 The Receiving Party shall ensure that neither the Receiving Party nor its Affiliates, and their officers, directors, partners, employees, agents, or other representatives (collectively “代表人”) disclose the Disclosing Party’s Confidential Information, in any manner whatsoever, in whole or in part, except to the extent expressly permitted by this Agreement, without the prior written consent of the Disclosing Party.
3.1.2 In handling the Confidential Information of the Disclosing Party, the Receiving Party must use the same care and discretion as it employs with its own confidential information (but in no event less than reasonable care and discretion) to prevent disclosure, publication, use, or dissemination of the Confidential Information of the Disclosing Party, except to the extent expressly permitted under this Agreement.
3.1.3 Without the prior written consent of the Disclosing Party, which consent shall not be unreasonably withheld, conditioned or delayed, the Receiving Party shall not, and shall direct its Representatives not to disclose any Confidential Information to any potential investors, co-bidders, consultants, financial advisors or other advisors, or banks or other debt or equity financing sources (collectively, the “融资来源”), or otherwise discuss Confidential Information to any such Financing Sources; 提供 that if Disclosing Party should determine to provide such written consent in its sole and absolute discretion, Receiving Party agrees to promptly disclose to the Disclosing Party in writing all Financing Sources with whom Receiving Party proposes to share such Confidential Information. Receiving Party represents and covenants that it does not have (and will not enter into) any agreement or arrangement with any potential Financing Sources which may reasonably be expected to limit such financing source from acting as a Financing Source with the Disclosing Party.
3.1.4 In the event that the Receiving Party is required to disclose the Disclosing Party’s Confidential Information under operation of applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction, the Receiving Party shall, to the extent practicable, provide the Disclosing Party reasonable notice of such potential disclosure so that that the Disclosing Party may seek a protective order or other appropriate protection or legal relief to prevent or limit such disclosure. If, in the absence of, or pursuant to the terms of, such protection or legal relief, the Receiving Party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of the Disclosing Party’s Confidential Information, the disclosure shall be limited to only that portion of the Disclosing Party’s Confidential Information that is required to be disclosed.
6.1 违约豁免。 No failure or delay by the Disclosing Party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.
6.2 修正案。 This Agreement may be modified or amended only by a separate writing signed by the Parties, expressly so modifying or amending such Agreement.
6.3 可分离性。 If one or more provisions of this Agreement will be held unenforceable, invalid, or illegal in any respect, such unenforceability, invalidity, or illegality will not affect any other provision of this Agreement, which will be construed as if such unenforceable, invalid or illegal provision had never been a part hereof.
6.4 Governing Law; Jurisdiction; Venue. This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by the laws of the State of Delaware without regard to conflict of law principles that would result in the application of any law other than the laws of the State of Delaware. The exclusive venue and jurisdiction for any
