停止雇用致富金融(臨時代碼)已於2024年8月16日生效停止您作為公司財務副總裁、公司控制器和公司秘書以及公司共同首席財務官和首席會計官的職務(“高級職官分離日期）。截至高級職官分離日期，您不再被視為公司及其子公司和聯屬公司的職官或董事(視情況而定)。高級職官分離日期後，您將繼續擔任公司的全職員工，擔任戰略顧問一職，自高級職官分離日期至2024年8月30日提供過渡服務(此期間為“過渡期”。在過渡期內，您將盡最大努力提供過渡協助和建議，如下所列 Exhibit A 並且根據公司的首席執行官、首席財務長或董事會的合理要求，您與公司的僱傭將於過渡期最後一天的太平洋時間11:59pm生效終止（“離職日期”).
離職後義務您謹此確認並同意：（a）您將繼續受制於公司的保密和不揭露協議形式，該協議作為附件附上 附錄B （下稱“保密協議根據您與公司的僱傭關係，您已接觸過公司的專有和/或機密信息、觀察和數據，這可能構成商業秘密，您同意不將公司及其聯屬公司所持有及擁有的其他個人或實體的機密信息或任何其他人或實體的專有信息透露給任何人或實體，也不為自己（或任何其他人或實體）的目的使用，除非有公司事先書面同意；Third Party Information在您與公司的僱傭關係期間，除非該機密信息或第三方信息因您本人或間接行為或遺漏而變得廣為人知且公眾可用，否則未經公司事先書面同意，您必須交還於公司或其指定代表，於解聘日期之前交還所有含有或涉及該信息的各類文件和數據，並不能攜帶或以其他方式保留任何此類文件或數據或其任何復制品。
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.
期權: Pursuant to your Stock Option Agreement(s) with the Company and the Company's equity incentive plans (together, the “Stock Option Agreements根據您獲得的選擇權，可以購買公司普通股（“選擇權）。 有關選擇權的權利已在附上的股權報告中總結為 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.
不起訴協議: 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.
合作事項: 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.
受保護的權利:
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 (“政府機構”); or (b) if you are a non-supervisory (as defined under the National Labor Relations Act (the “國家勞資關係法員工，您了解禁止您行使《國家勞資關係法》第7條所保護的權利，包括向NLRB提交不公平勞動行為控訴的權利，或協助其他現職或前任公司員工進行此類行動。 您進一步了解，本協議不限制您與任何政府機構溝通的能力，或以任何方式參與和/或協助可能由任何政府機構進行的任何調查或訴訟，包括提供文件（包括本協議）或其他信息，無需通知公司。 本協議不限制您提供信息以獲得政府機構獎勵的權利，也不禁止您在回應傳票或其他法律程序時提供真實信息。
Review of Separation Agreement; Expiration of Offer: You understand that you may take up to five (5) days to consider this Agreement (the “考慮期”). 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 “撤銷期”) 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 “融資來源”), 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 違約豁免。 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 可分離性。 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
