EX-10.5 6 nuvb-ex10_5.htm EX-10.5

NUVATION BIO Exhibit 10.5

June 28, 2019

Gary Hattersley, Ph.D. 22 Brandymeade Ci rc l e

Stowe, MA 01775

Re: Offer letter for Chief Scientific Officer

Dear Gary:

Nuvation Bio I nc. (the "Company") is pleased t o offer you the pos iti on o f Chie f Sc i en t if i c Officer on the t e rm s set forth in t h i s let ter agreement (th e "Agreement").

You w i l l b e responsib l e for lead i ng and overseeing scien t i f i c r esearch, d rug d i scovery and pre-clin i ca l deve l op m ent of al l asse t s/prog r ams and w i l l r epo r t to me. You wi l l work at our offices loc ated in New York. New York, although I recognize you wi l l be commuting from Bos t on and have personal ob l igat i onsouts i de of New York. You shall devo t e your best efforts and full business ti me. sk i l l and atten t ion t o t he performance of your du ti es. You w i l l also be expected to adhere to the general emp l oymen t po l ic i es and practices of the Company that may be in e ff ec t from time to ti me, except tha t when the terms of th is Agreement conflict with the Company's genera l emplo ymen t pol i cies or practices, this Agreement wil l cont r o l. Th e Co mpany may change your pos i tion, duties, work l ocation and compensation from ti me t o time i n its discretion.

Your salary w ill be pa i d a t the annual rate of $425,000, less payroll deduct i ons and withholdings, paid i n accordance with th e Company's payro l l practices as in effect from t i me to t i m e. As an exempt salaried employee, you wi l l not be entitled to overtime compe nsat ion. The Company may change compensation and benefit p l ans from t i me to time in it s disc r etion without advance notice. You will be eligib l e for annual cash i ncen t i ve bonus with a target of 40% of salary, wh i ch wi l l be payable based on performance against predetermined objectives as set by the Co mpany's Board of D i r ecto rs (the "B oard") and execu tiv e management team. The Company wil l pay you this bonus. if any, by no la t er than Morch 15th of t he follow i ng ca l endar year. T he bonus i s not earned unt i l paid, and no pro-rated amount w i l l be paid if your emp l oy me n t te r minates fo r any reason prior t o the payment dote.

Gary Hattersley, Ph.D.

Page 2

You wi l l be e l igib l e to participate in all benefit programs cu r ren t ly available to all employees a t your level prov i ded t ha t you are eligible under (and subject to a l l p r ov i sions of) the plan documents governing those p r og ram s. The company has pu t together a rich health benefit program for you and your dependents at a minimal cost. These benefifs include medical, dental, vision, l if e insurance, short term and lo ng-t erm d i sab i lity, and 40 1(k) retirement pion. The company will con t ribute 95% of the premiums for bot h the medical and dental plan for a l l leve ls of coverage, but wi l l not cont ri bu t e

t o any deductib l es or copays. These benefits are subjec t to th e rules, terms and conditions for partic i pat i on of the applicable benef it plans and policies.

Subject to approva l by the Board, under the Company's 2019 Equity I ncen t ive P i on (th e "Plan"), the Company wi l l grant you on option to purchase 2,035,300 shares of the Company's Common Stock at fa ir ma r ke t value as determined by the Board as of the dale of grant (the "Option"). The Option w i ll be subject to the terms and condit i ons of the Plan and your grant agreement. Your grant agreement will in c l ude a four-year vest i ng schedule, under which 25 pe r cent of your shares wi l l vest after twelve mon t hs of employ m en t, w it h t he remaining sha r es vesting monthly t her eafte r, subject to your co nt i nuous se r v i ce with the Company on each such vest i ng dote. No r i ght to any stock is earned or accrued until such l im e tha t vesting occurs, nor does th i s grant confer any r i ght to continued vesting or e m p l oyment.

In connect i o n with your emp l oymen t with the Company, you w i l l receive and have access to Company confidential i nformat ion and trade sec r e t s. Accord in g l y, enclosed with this offer letter is an Emp l oyee Confidential Info r mat io n and In ven ti ons Assignment Agreement ("ECIIAA") which contains r es t rict i ve covenants and p r oh i b i t s unauthorized use or disclosure of the Company's con f ident i al i nforma t ion and trade secrets, among o t her obl i ga ti ons. P l ease rev i ew the ECIIAA, attached hereto as Exhibit A and on l y sign it after care f u l consideration.

In your work for the Company, you will be expected not to use or disclose any con f i den t i a l i nformat io n, including trade secre t s, of any former employer or other person to whom you have on ob l igat io n of con f i den ti ali t y. Rother, you will be expected to use only that i nformat i on which is generally known and used by persons with t r a inin g and experience comparable to your own, wh i ch is common knowledge in the industry or o t herwise lega l l y in the public domain, or which is o th erw i se provided or developed by the Company. You agree t ha t you w i l l not bring onto Company p r em i sesany unpub l ishe d documents or property be l onging to any former employer or other person to whom you hove an obligat i on of conf i de n t i ality. You hereby represent that you hove disclosed to the Company any contract you have signed that may restrict your activ iti es on beha lf of the Com pa ny.

Your emp l oy m ent with Company will be "a t-wi l l." Th i smeans that you may t erm in ate your e m p l oyment with the Company at any lime and for any reason whatsoever simply by not i f y in g t he Company, and t he Company may t er mina te your employment at any ti m e, with or without cause or advance notice. Your emplo y men t a t-w i ll status con on l y be modified i n a written agreement signed by you and by on officer of the Company.

Gory Hottersley, Ph.D. Page3

Th i s of f er may be contingent upon a background check clea r ance, reference check, and sa ti s f actory proof of your r ight to work in the Un it ed States. You agree t o provide

any documentat i on or infor m at ion at the Company's request to faci li tate these processes.

To ensure the ti mely and eco n om i ca l r eso l u t ion of disputes that may ar i se in connec ti on w i th your employment with the Company, you and t he Compa n y agree t ha t any and al l d i sputes, cla im s, or causes of ac t ion aris in g from or r e l a ti ng to the enforcement, b r each, performance, negotiat i on, execut i on, or in t erpreta ti on of th i s Agreemen t, the ECIIAA o r your emp l oyment, or t he t er mi nat i on o f your employmen t, i nc l uding but no t limi t e d lo all statutory cla i ms, wi l l be resolved pursuan t to t he Federal Arbitration Ac t, 9

U.S.C. §1-16, and to t h e fu l l es t ex t en t permitted by law, by final, bind i ng and con fi dent i al arbitration by a s i ngle arbitrator conducted in New York, N ew York by Judicia l Arbitra t ion and Med i a ti o n Services I nc. ("J AMS") under t he t hen app l icab le JAMS rules (at the fol l ow i ng web address: , , 1 111_1sod1., Y]f.Y2Yr�C§J

�w:,1 ',J iOi'f); provided, howeve r, t his arb it ration prov i s i on shal l not apply to sexua l harassment cla i m s to the extent p r ohib it ed by app li cable l ow. A hard copy of t he rules w i ll be provided to you upon request. By agreeing to this arbitration procedure, both you and the Company waive the right to r e sol v e any such dispute through a trial by jury or judge or administrative proceeding. I n addition, a l l c l aims, disputes, or causes of act i on under this prov i s i on, whether by you or t he Company, must be b r ough t i n an i nd i vidua l capacity, and sha l l not be brought as a pla i n t if f (or c l aiman t) or c l ass member in any purported class or representative p r oceed i ng, nor jo i ned or consol i dated with the claims of any o t he r person or entity. The A r bit r ator may not consol i date the claims of more than one person m ent it y, and may not pres i de ove r any form o f r epresentat i ve or class proceeding. To t he extent tha t the preceding sentences r egarding class claims o r proceed i ngs are found t o vio l a te applicab l e l ow or are ot h erwise found unen f o r ceable, any claim(s) a l l eged or brought on beha l f of a class shall proceed in a court of law rathe r t han by arbit r at i on. The Co m pany acknowledges that you wil l have the right to be rep r esented by leg al counse l a t any arbi t ra t ion proceeding. Questio n s of whether a c l aim is subject t o arbitra t ion under t h i s agreement) shall be dec i ded by the arbitrator. Likew i se, procedu r a l questions wh i ch grow out of t h e dispute and bea r on the final d i sposit i on are a l so matters for the arb i t rator. The arbit r a t or shal l: (a) have the au t ho rit y t o compel adequa t e d i scove r y fo r the reso l u ti on of the dispute and t o award such r e l ief as wou l d otherwise be perm i tted by l aw; (b) i ssue a writ t en a r b it rat i on dec i s i on, t o i nc l ude tl,e arbitrator's essen t ia l findings and concl u s i o n s and a sta t e m ent of the award; and (c) be authorized to award any or a ll remedies th a t you or the Co m pany wou l d be entitled to seek i n a court of l aw. You and the Company shall equal l y share all JAMS' arb it ra ti on fees. Each par t y is responsib l e for i ts own attorneys' fees, except as expressly set for t h in you r ECIIAA. No t hing in th i s Agreement is i n t ended to prevent either you or t he Company from obtain i ng in j unctive relief in cour t t o p r even t i rreparable harm pend in g the co n clusion o f any such arbitra tion. Any awards or orders in such arb it rat i ons m ay be entered and enfo r ced as judgments in the federal and s t a t e cou r ts of any co m pe t ent j ur i sd i ction. T o t he exten t applicable law proh ibits mandatory arb it rat i on of sexua l

Gary Haltersley, Ph.D.

Page 4

harassment claims, in the even t you i ntend to bring m u lt ip l e cla i ms, including a sexual harassment cla i m, the sexual harassment c l a i m may be publicly filed with a court, while any other claims wi l l remain subject to mandatory arbit r ation.

This Agreement, together with your ECIIAA, fo r ms the comp l ete and exclusive agreement regarding the subject matter he r eof. I t supersedes any other agreements or promises by anyone, whether oral or written, i nc l uding, for avoidance of doubt, the prev i ous offer letter doted March 15, 20 1 9. I t i s entered into without reliance on any prom i se or r ep r esenta t i on other than those express l y con t a i ned here i n. Modifications or amendmen t s t o th i s Agreement, other than those changes expressly reserved to the Company's discretion in this Agreement, must be made in a written agreement signed by you and a duly authorized officer of the Company. T his Agreement i s intended to b i nd and inure to the benefit of and be en f orceable by you and the Company, and our r·espec ti ve successors, assigns, heirs, executors and adminis t rators, except t hat you may not ass i gn any of your duties or rights hereunder without the express written consent of the Company. Each provision of this Agreement wi l l be interpreted in such a manner as to be e ff ective and val i d under app l icab l e low, but if any provision of this Agreement is d ete rm i ned to be i nva l id or unenforceable, in whole or in part, t h i s determination shall not affect any other provision of this Agreement, and the p rovi s i on i n quest i on sha l l be modified so as to be rendered enforceable in a manner consistent w i t h the intent of the parties insofar as possible under appl i cable low. This Agreement and the t er ms of your emp l oymen t with the Company sha l l be governed in all aspects by the lows of the Stole of New York.

P l ease sign and do t e t his Agreement, and t h e enclosed Emp l oyee Confidential Information and Inven ti ons Ass i gnmen t Agreement, and return them to me by Ju l y 8, 20 1 9, if you wish to accept employment a t the Company under the terms described above. You must also sign and complete the attached genera l s t ate m en t regarding overtime pay requ ir ed by the State of New York. I f you accept our offer. we would l i ke you to start as soon as possible.

Gary Hot t ers l ey, Ph.D.

Page 5

We look forward to your favorab l e reply and to a productive and en j oya b l e work rela t i onship.

Sincerely,

David Hung, M.D.

Fou nd er, Pr esiden t and Ch i ef Execu ti ve Off i cer

Understood and accepted:

Ga{//?!;;;=

Exhibit A: Employee Confident i a l I nformation and Invent ions Ass i gnment Agreemen t

Enclosures:

New York Woge N ot i ce For m - Exe m p t E mployees New Yor k City Pregnancy N ot i ce

New York City Earned Sa f e and S i ck Time Act - No ti ce of R i gh t s New York C i t y Stop Sexua l Harassment Ac t Foctshee t

200 4 95349 v7

EXHIBIT A

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

for Massachusetts Employees

EMPLOYEE CONFIDENTIAL INFORMATION AND I NV ENTION ASSIGNMENT AGREEMENT

?In consid_eration o� my employm;,nt or cont::1ued employment by N u vat i on Bio Inc., its su b sid i ar i es, parents, affiliates, successor,san d assigns (toge,ther Company ), and the co'.11pensat i on paid to me now and during my employment with Co'.npany, a'.1 the ��i�pany s agreement to provide me w ith access to its Confiden ti a l Information (as defined below), J hereby enter into thrs Employee Confidentia l Informat i on a nd ln vent i on Ass i gn m en t Agreement (t h e"A oreement") a 'Cl

agree as follows: " I,

1.
Confidential Information Protections.
1.1
Recognition of Company's Rights; Nondisclosure. I understand and acknowledge t h a t my employment by Company creates a relationship of co n fidence a n d trust with respect to Company's Confidential Information (as defined below) and that Company has a protectable interest therein. At a ll times during and after my em p l oy m ent, I will hold in confidence

and w ill not disclose, use, lecture upon, or publish any of Company's Confidential Information, except as such disclosure, use or publication may be required in con n ect i o n with my wo r k for Company, o r unless an officer of Company expressly autho ri zes such disclosure. I will obtain Company's wr i tt en approval before publishing or submitting for pub li ca ti o n any materia l (written, ora l, or otherwise) that disc l oses and/o r i nco rp o r atesany Confi d ent i a l Information. I hereby assign to Compa n y any rights I may have or acqu i r e i n such Confidential I nfo rm at i on and recognize that all Confident i a l I n fo rm atio n wil l be the sole and exclusive property of Company and its assigns. I w i l l tak e all r easonab l e precautions to prevent the inadvertent acci den ta l disclosure of Confidentia l Information. Notw i ths t and in g the foregoing, pursuant to 18 U.S.C.

�ect i on 1 833(b), I w i ll not be held criminally or civi l ly liable under any Federal or State trade sec r et l aw for the disclosure of a trade secret that: (I) is made i n confidence t o a Federal, State, or loca l government official, either directly or i ndirect l y, or to an attorney, and sole l y for the purpose or r eport in g or inv estigat in g a suspected v i o l a t ion of l aw; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing i s made under sea l.

1.2
Confidential Information. The term "Confidential Information'' means any and a l I confide nt ia l knowledge, data or information of Company. By way of illustration but not limitation, "Confidential hiformati on" includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, software i n source or object code, data, programs, other works of author s hip, know-how, i mprove m ents, discoveries, developments, des i g ns and techniques and any other proprietary tech n o l ogy and al l Int e ll ect ual Prope rt y Ri ghts (as defined below) there i n (collective l y, "In ventions"); (b)

information re ga rd i n g research, development, new products, marketing an? se l l in g, business plans, budgets and unpubl,s h ed financia l statements, licenses, prices and cos�s: mar g ins,_d i scou nt s, credit terms, pricing and billing po l!_c,es, quoting procedures, methods of obtaining busrne_ss, for�casts, ruture plans and potential strategies, financial prOJect,ons and business strategies, opera t iona l plans, financing and capital-raising plans, activities and agreements, internal se r v i ces and operational m a nu a l s. methods of cond u ct in g Company business, sup p l i ers and s upp li er information, and purchas in g; (c) information

�·egard!ng customers and potential customers of Company, 111clud1ng customer lists, names, representatives, thei r needs or desires with r espect t o the types of products or services offered by Company, proposals, bids, contracts and their contents and parties, the type and quantity of prod u cts and services provided or sought to be provided t o customers and potential customers of Company and o t h e r non-public informa t ion r e l a tin g to customers and potential cus�omers; (ct) information regarding any of Company's business partners and t h e ir services, includin g names, representatives, proposa l s, bids, contracts and their contents and parties, the type and quantity or products and services received by Company, and ot h e r non-public information r e latin g to business partners; (e) i nformat i on r ega rdin g personnel, e m p l oye e li s t s, compensation, and emp l oyee s k i lls; and (f) any other n on-publ i c information which a competitor of Company could u se to the compet iti ve disadvantage of Company. No t w i ths t a nd i n g the foregoing, it i s understood that, at a ll such tim es, I am free lo use information which was known to me prior to my emp l oy m e nt with Company or which i s generally known in the trade or industry through no breach of this Agreement or other ac t or o mi ss i on by me.

�o t"".i t h standing the fo r eg o i ng or anything to the contrary

111 this Agreement or any other agreement between the Company and me, nothing in t h i s Agreement will limit my ri_g h.t t o discuss my employment or report poss i b l e v 1 ola t 1o n s of l aw o r r egu l ation with t h e Equal Emp l oyme nt Oppor tu n i ty Co111111ission, United States Department of Lab o r, the National Labor R e l a ti o n s Board, the Securities and Exchange Comm i ss ion, or ot h e r fede r al gove rnm ent agency or s i milar state or local age n cy or to discuss the terms and conditions of my e111ploy111ent w it h others to the

extent expressly perm i tted by Section 7 of the Natio na l Labor Relations Act or to the extent that s u ch disclosure is

E mp l o yee Co n fi dentia l l nl O rma t ion and Inventions A ss i gn me nt Agreement

Page I

protect ed Lmder the app li cable provis i o n s of law OI" r egulation, including but not limited to "wh i stleblower" statutes or other similar provis i ons that protect such d i sclosu r e.

1.3
T hird Party Information. I understand, in addition, that Company has r ece ived and in the future will receive from third pa r ties the i r confide nti a l and/or proprietary knowledge, data or information ("Third Par(v il�formation") subject to a duty on Company's part to ma i nta i n the confidentiality of suc h in formation and lo use it only for certain I i 111 ited purposes. Durin g t h e term of my employme n t and thereafter, I will ho l d Third Party Info r mat i on in confidence and w il l not disc l ose to anyone (other than Company personnel who n ee d to know such information in connection with their work for Company) or use, except i n connection w i t h my work for Company, Third Party Informat i on or un l ess express l y aut h o r ized by an officer of Company i n writing.
1.4
Ter m of Nondisclosure Restric tion s. u n derstand that Co n fident i a l Information an d Third Party In formation is never to be used or disclo sed by me, as provid ed in th i s Sect i on 1. !fa tempora l l imitation on my obligation not to use or disclose suc h information i s r eq uir ed under applicable l aw, and the A g r ee m ent or it s restr i ct i on(s) cannot otherwise be e nforced, I agree and Company agrees that the two yea r period after the date my employment ends w i ll be the temporal li mitation rel eva nt to the contested re s triction; provided, however, that this sent ence w ill not app l y to trade secrets protected without tempora l lim i tat i on under applicable law.
1.5
No Imp rop e r Use of Information of Prior E mplo ye r s and Ot h ers. Dur i ng my employment by Company, I will not i mproper l y use or disclose confidentia l i n format i on or trade secrets, if any, of any former e mp l oye r or any other person to whom I have an obligat i on of confiden ti a l ity, and I wi ll not brin g onto the premis es of Company any unpub li shed documents or a n y property belonging to any former employer or any other person to whom I have an obligation of confident i a li ty unless consented to in writing by that former employer or person.
2.
Assignments of Inventions.
2.1
Definitions. As u sed in this Agreement, the term "Intellectual Proper{v Rights" m ea n s all trade secrets, Copyrights, trademarks, mask wo rk r ight s, patents and other intellectual property r i ghts recogn i zed by the laws of any ju ri s diction or country; t he term "Co pyright" mean s the exclus i ve l ega l r i g ht to reproduce, perform, display, distribute and make derivative works of a work of aut horship (as a li terary, musi ca l, or artist i c work)

2

r ecog nized by the laws of any jurisdiction or country; and the t e r m "Moral Rights" means all patern i ty, i nteg ri ty, disclosure, wit h drawa l, spec i a l a n d any othe r s i milar ri g ht s r ecog ni zed by t h e law s of any jurisdiction or coun tr y.

2.2
Exc lud ed Inve ntion s and Ot he r Inventions. Attached hereto as Exhibit A is a list describing all ex i st i ng In ventio n s, if any, (a) that are owned by me or in which I have an interest and were made or acquired by m e prior to my date of fir s t employment by Company, (b) that may re l ate to Company's business or actual or demonstrably anticipated r esearch or deve l op m ent, and (c) that are n ot to be assigned to Company ("Excluded Inventions"). I f no s u ch li st is a tt ached, I represent and agree that it is because I hav e no Excluded Invent i ons. Por p ur pose s of this Agreement, "Other Inventions" mea n s Invent i ons in wh i ch I have or may hav e an i nterest, as or

the commencement of my employment or thereafter, ot h er than Company Inventions (as defined be l ow) and Exc l uded Inventions. I acknow l edge and agree that i f I use any Exc l uded Inventions o r any Other Inventions in the scope of my emp l oyment, or if I inc l ude any Exc l uded Inventions or Other Inventions in any product or se r vice of Company, or if my rig h ts in a ny Excluded I nventions or Other Invention s may block or interfe r e with, or may otherwise b e required for, the exercise by Company or any ri g ht s assigned to Company under this Agreement, I wil l im m ed i ately so notify Company in writing. Unle ss Company and I agree otherwise in writing as to pa r t i c u la r Excluded Inventions or Other Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company not i ce as r equ ir ed above), a non-exclusive, perpetual, transferable, fully-paid and roya l ty-free, irrevocable a nd wo rld w i de license, w i th r i ghts to s ub license through mult i p l e l e v els of s ubl i censees, t o reproduce, mak e derivative works of, distribute, publicly perform, a nd publicly disp l ay in any form or medium, whether now known o r later d e v elope d, make, h ave made, use, se ll, import, offer for sale, and exercise any and all present or future r i g h ts i n, s uch Exc l uded Inventions and Other Inventions. To the exte nt that a ny t h i r d parties have ri ghts in any such O th er Inventions, I hereby r eprese nt and warrant that s uch third par t y or parties have va li dly and irr e vocab l y gra nted to m e the right to grant the license state d above.

2.3
Ass i gnmen t of Company Inventions. Inv ent i ons assigned to Company or to a third party as directed by Company pur s uant to Section 2.6 are referred to in thi s Agreement as "Company Inv e ntions." Subject to Section 2.4 and except for Excluded Inventions set forth in Ex hibit A and Other Inventions, I hereby ass i gn to Company all my ri g ht, title, and interest in and to any and a ll I nvention s (and all I ntel l ect u a l Property Ri g ht s with

Frnp l oyee Conlidcn11al I n fo r mat i on and I nven t io ns Assignment Agreement

3

respect thereto) made, conceived, reduced 10 practice, or learned by me, either alone or with others, during the period of my emp l oy ment by Co mp a n y. To t h e ex t e n t required by applicable Copyright laws, I agree to assign in the future (when any copyrightable I nventions are first fixed in a tangible medium of expression) my Copyright ri g ht s in and to s uc h Inv e nti o n s. Any assignment of Company Inventions (and all Intellectual Pr operty Rights with re s pect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be ass i g ned Lo Company and to the extent the fo l l owing is al l owed by the laws in any country where Mora l Ri g ht s exist, I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and a l l claims and causes of act i o n of a n y kind against Company or related to Company's customers, w i th respect to s uch r i g ht s. I further acknowledge and agree that neither my successors-in-i nt erest nor legal heirs retain any Moral Rights in any Company Inv e nti ons (and any In te ll ectual Property Ri g ht s with re spe ct thereto).

2.4
U n ass i g n ed or No n a ss i g nabl e Inv e nti ons. I recognize that this Agreement will n o t be deemed to require ass i gn m e nt of any Invention that I developed entirely on my own time without using the Company's equipment, supplies, facilities, trade secrets, or Confidential Information, excep t for those Inventions that e it her (i) relate to the Company's actual or anticipated business, research or development, or (ii) re s ult from or are connected with work performed by me for the Company. In addition, thi s Agreement does n o t apply to any Invention w hi c h qualifies fully for pro t ect i o n J'r o m

assignment to the Company under any specifically applicable state law, regulation, rule or public policy ("Spe c(/i c Inve11ti o11s Law").

2.5
Ob li ga tion to Keep Company In formed. During the period of my employment, I will promptly and fully disclose to Company in wr it in g a l l Inventions authored. conceived, or reduced to practice by me, either alone or jointly with others. At the time of each such disclosure, I will advise Company in writing of any Inventions that I believe fully qualify for protection under the provisions of th e Specific I nventio n s Law; a nd I w i ll at that time provide to Company in writing all evidence nece ssa ry 10 substantiate that belief. Company will keep in confidence and will not use for any purpose or disclose to t hir d part i es without my consent any confident i a l information disclosed in wr i tin g to Company pursuant to thi s Agreement relating to Inventions that qualify fully for protection under the Specific Invention s Law. I will preserve th e confi den tia lit y of a n y In vention t h at does not

4

fully qualify for protection under the Specific Inventions Law.

2.6
Govern m ent or Third Party. I agree that, as directed by Company, I will assign to a third party, including without limitation the United States, all my r i ght, title, and int e r es t in and to any particular Co mpan y Invention.
2.7
Owner s hip of Work Pr o duct.
(a)
I acknowledge that all or i g i nal works of authorship wh i c h are made by me (sole l y or jointly with others) within the scope of my employment and which are protectable by Copyright are --works made fo r hire," pursuant to Un i ted States Copyright Act ( 1 7 U.S.C., Section IOI).

(b)
agree that Company will exc lu s ivel y own all work product tha t i s made by me (so l e l y or joint l y with others) within the scope of my employment. and I hereby irrevocabl y and unconditionally assign to Company all right, title, and interest worldwide i n and to s u c h wo rk product. 1 un d e r s tand and ag re e that I have no right to publish on, submit for pub li s hi ng, o r use for any publication any work product protect ed by thi s Section, except as n ecessary to perform services for Co mpa n y.
2.8
E nfor ce m e nt of Intelle ct ual P r ope r ty Rig ht s and Assistance. I will assist Company in every proper way to obtain, and from time to tim e e n fo rc e, United States and foreign Int el l ec tual Property Rights and Moral Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such o th e r acts (including appearances as a w it ne ss) as Company may reasonably request for u se in applying for, obtaining, perfecting, evidencing, sus tainin g and enforcing such Intellectual Prope11y Rights and the assignment thereof. I n addition. I will execute. verify and del i ver ass i gnments of such Intellectual Property Ri g ht s to Company or it s dcsignee. including the United States or any third party designated by Company. My obligation to assist Company with respect to I nte I lectual Pr o perty Ri g ht s re l ating to such Company Inventions in any and all countries will continue

beyond the termination or my employment, but Company

will compen s ate me al a r easonable rate afte r my tcrm i nation for th e tim eactua ll y spe n t by me alCo m pa n y's request on s uch assistance. In the event Company is unable for any rea so n, after r easo nable effort, to sec ur e m y signature on any document needed in co nn ection with the ac tio n s specified i n thi s para g raph, I he r eby i rr evoc abl y designate and appoint Company and its duly authorized

E mp loyee Co11li dc11tia l l nformati<m and lrwc1111011s Ass1gn111c111 Agrcc111c1ll

5

officers and agents as my agent and attorney in fact, w hi ch appointment is coupled w i th an interest, to act for and on my behalf to execute, verify and file any such documents and to do al l other lawfully permitted acts to further the purposes of the preceding paragraph w ith the same l ega l

force and effec t as if executed by me. I her eby wa i ve and quitclaim to Company a n y and a ll claims, of a n y nature whatsoever, w h ich I now o r may hereafter have for infr i n ge men t of any Inte l lect u a l Property Right s assigned under th i s Agreement to Company.

2.9
Incorporation of Software C od e. I agree that I wi l l not incorporate i nto any Company softwa re or otherwise deliver to Company any software code licen sed under the GNU General Pub I i c Licen se or Le sse r Genera l Public License o r any other license that, by its te rm s, r equi r es or condit i ons the u se or dis t rib ut ion of suc h code on t he disclosure, l i cens i ng, or distribution of any sou r ce code ow n ed or licensed by Company except in st r ict complia n ce with Company's policies regarding the use of s uch software.
3.
Records. I ag r ee to keep and maintain adequate and cu r rent records (in the form of note s, s ketches, drawings and in any ot h er form that is r equ i red by Company) of a ll Confidentia l Information developed by me and all Company In ve n tions made by me duri n g the pe r io d of my e mp l oymen t a t Company, which records w ill b e available t o and rema i n the sole property of Company at all t i me s.

4.
Duty of Loyall'y During E mpl oy m e nt. I agree th_at during the period of my emp l oyment by Company, I will not, without Company's exp r ess written con sent, dir�ctly or i nd ir ect l y engage in any employme n t or busmess activity whic h is direct l y o r indi r ectly compe t itive wit h, or would o th erwise co n flict with, my emp l oyment by Company.
5.
N o So lici ta ti o n of Employees, C on s ult a n ts, Contractors, or C u s t o m e r s or Potential Customers. Exce pt as modified by Sect i on I 0.3 be l ow, I agree that during the period of my employment and for the one yea r period after the date m y employment e n ds for any reason, inc l udino bu t not limited to vo lun ta r y t er mi n ation by m e o r involunt:ry termination by Company, I will not, as an officer, directo r, e mploy ee, consu l tant, owner, par t ner, or in any other capac i ty, e i the r directly or t h rou gh others, except on behalfofCompa n y:

5.1
so l icit, induce, encourage, or participate in soliciting, i nduc i ng or encourag i n g any pe r so n known to me to be an ernployee, co n s ultant, or independent contractor of Company to termina t e his or her re l at i o n s h i p

6

w i th Company, even if I did not i nit i ate the discuss i on or seek out t.he contact;

5.2
so li c i t, induce, enco u rage, or partic i pate in so li c i t i ng, inducing, or encouraging any person known to me to be an em p l oyee, co n s u lta n t, or i ndependent contrac t o r of Company to terminate h i s or her relation shi p w i th Compa n y t o r e n der services to me or any other pe r son or e n ti t y that re sea rches, develops, ma r kets, se ll s, performs or provides or is prepar i ng to deve l op, ma r ke t, sell, perform o r prov i de Conflicting Services (as defined below);
5.3
hire, crnploy, or engage in a bu s ines s ve ntu re w i th as partners or owners or other j oint capaci t y, or attempt to hire, e mploy, or engage in a bus i ness venture as partne r s o r owners or other joint capacity, w i th any person then emp l oyed by Company o r who has l eft the emp l oymen t of Company within the preceding three rnont h s to research, develop, market, se l l, perfo r m or provide Co n flicting Services;
5.4
solicit, induce or attempt to induce any Customer or Potential Customer (as defined be l ow), to te r mina t e, dim i n i sh, or mater i a ll y a l ter i n a manner h armful to Company i ts relationship w i th Company;
5.5
sol i cit or ass i s t in the sol i citation of any Custome r or Potenti a l Cus t ome r to induce o r attemp t to i nduc e suc h C u stomer or Potential Customer to purchase or contract for any Conflicting Se r vices; or
5.6
perfo r m, provide or attempt to perforrn o r provide any Conflict i ng Se r vices for a Customer o r Pote nt ia l C u sto m e r.

The parties agree that for purpo ses or this Agreement: a "C u stomer or Potential C u stome r" i s any person or enti t y who or which, at any time dur i ng the one year period pr i or to my contact w it h such person or ent i ty as d esc ribed i n

Sections 5.4, 5.5 or 5.6 above if such co n tact occurs during my e m ployment or, i f suc h contac t occurs followin g �he term i nat i on of my e mp l oyment, during the one year p erio d prio r to t h e dat e my emp l oyment with Compa n y e n ds: (i) contracted for, was bi Il ed for, o r received from Co mpan y any prod u ct, se r v i ce or p r oces s wit h whic h I worked d i r ectly or indirect l y dur i n g m y emp l oyment b y Co mpa n y or about whic h I acq u i r ed Confidential Information; or (ii) was in co nt act with me o r i n contac t w i th any other emp l oyee, owner, o r agen t of Company, of whic h contact I was or shou l d have been aware, concern i ng the sale or pu r chase of, or contract for, any product, service _o pr roce s s wi t h whic h I worked d ir ectly or indirectly during my emp loym ent with Company or about which I acq u ired Confident ial Informat i on; or (iii) was so l ic i ted by

Employee Co n li d en ti a l I nform ati on and Inventions Assignment A greeme n t

7

Compa n y in an effort in which I was invo l ved o r of w hi ch I was aware.

6.
N on-C omp e t e Provision.
6.1
E xce pt as modi tied by Section I 0.3 below; unless I a m c l assified as nonexempt under the Fair Labor Sta n dards Act, 29 U.S.C. 201-219, I agree that during the period of my emp l oyme nt and fo r the o n e year period after the t e rm i n at i on of my employment relationship with the Company due to vo lu nt a ry termina t ion by me o r i nvolun t a r y termination by the Co mpa n y for Cause (defined be l ow), I wil l not, whether paid o r not: (i) serve as a par t n e r, principal, licensor, li ce n see, employee, consu l tant, officer, d i r ecto r, manager, a g ent, a ffi l iate, representative, advisor, promoter, assoc i ate, i n vestor, o r ot h erwise for, (i i) directly or i ndirectly, ow n, purchase, orga n i ze or t a k e preparatory steps for th e o r ga n i zation of, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or co n su l t for or o t herwise jo i n, participate i n o r affil i ate myself w i th, a n y business whose bus i ne s s, products or ope r ations a r e in any respec t i n vo l ved in Connicting Se r vices (defined below) anywhere in the Restricted Terr i t o ry (defined b e l ow). S h ou l d I obtai n o th e r e 111p l oyme11d1ur in g my e mployme n t with the Company or within 12 months immed i ate l y follow i ng the t e rminat i on of my relatio n shi p with the Co m pany, I ag r ee to provide written notificatio n to the Co mp a n y as to the name and address of my n ew employer, the position that I expect to ho l d, and a general desc r iptio n of my dut i es and respo n s ibil it ies, at l east three business days p r io r to s t a rtin g such e mp l oy ment.

6.2
T h epar1ies further agree that for purposes of th is Ag r eeme nt, "Co,�fli c tin g Services'' means a n y bu s i nes s in w h ich the Co mpa n y i s e n gaged, or i n whic h the Company has plans to be engaged, o r any service that the Company prnvides or has plans to provide.

6.3
I ag r ee that for purposes of this Agreement, "R est ri cte d T e rritor y" means the geog raph i c areas in wh i ch I prov i ded services for the Co mpa n y o r had a material presence o r i nfl u e n ce, during any time w i th i n the last two years pr i or to the termination of my relatio n s hip w i t h the Company.
6.4
I agree that for purposes of this Agreement, "Cause" s h all mean a t er m i nation of my emp l oy me n t by the Company due to my misconduct or fai lu r e to meet the Compa n y's perfo r m ance e xpectat i o n s.
6.5

8

7.
Reasonableness of Res t r ic t i o n s.
7.1
I ag r ee that I have read th i s entire Agreement a n d u nde rstand it. I acknowledge that I have the right to consu lt w i t h counsel p r i o r to s i g n in g th i s Agreement. I further acknowledge that I wi 11 derive s i g nificant va l ue from the Company's agreement to provide me w i th Company Co n fidential I nform a ti o n to enable me t o o pt i m i ze the performance of my duties to the Company. I further acknowledge th at my fulfillment of the ob li ga t i ons co ntai n ed in this Agreement, i ncludi n g, but not limited to, my ob l igat i on neither to disclose nor to use Company Co n fi den t ial Information other than for the Company's exc l u s iv e benefit and my obligations no t to compete and n ot to sol i c i t a r e necessa r y to protect

Fmp l o y ee Co11 li d c11t 1 a l l11fonnatio11 and I n v e nti ons Ass 1 g11me 11 1 Agrec111c111

9

Company Confide n t i a l Information and, consequently, to preserve the value and goodwi ll of the Company. I agree that this Agreement does not prevent me from earning a living or pursuing my ca r eer. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitat e d by Company's leg i timat e business int e r es t s. l

r epresent and agree t h at I am entering into thi s Agreement

freely and w ith knowledge of its contents with the intent to be bound by the Agreement and the restr i ct i ons conta i n ed in it.

7.2
In the event that a court finds t h is Agreemen t, or any of it s r est ri ct i ons, to be ambiguous, unenforceable, or inva li d, l and Co mpan y agree that the court wi ll read the Agreement as a who l e and interpret the r est riction(s) at i ssue to be enforceable and va l id to the max i mum extent al l owed by l aw.

7.3
If the cou r t declines to e n fo r ce this Agreement in the mann er provided in subsection 7.2, Com pany and I agree that this Agreement will be automa t ica ll y modified to prov i de Company with th e maximum protection of its bus i ness i nter ests a ll owed by law a n d I agree t o be bound by this Agreement as modi fied.
8.
No Conflicting Agreement or Obligation. repr ese n t that my performance of al l the terms of this Agreement and as an employee or Company does not and will not breach any agreement to keep i n confi d ence information acquired by me in confidence or in trust prior to my employment by Co mpany. I have not entered in to, and I agree I wi ll not enter into, any agreement either written or oral i n confl i ct with this Agreement..
9.
Return of Company Property. When I leave the employ of Company, I wil l deliver to Company a ny and a l l drawings, notes, m emora nda, spec ification s, devices, formulas a n d documents, t oget h er with all copies thereof, and any other material con t a ini n g or disclos i ng any Company Inventions, Third Paity Information or Confidential Information of Company. I agree that I w i ll not copy, delete, or alter any information contained upon my Company computer or Company equ i pment before I return it to Compa n y. In add i t i on, if I have u sed any personal compute r, s erver, or e-ma il system to receive, s t ore, review, prepare or transmit any Co mp any informatio n, including but not li m i ted to, Confide n tia l Inform at i on, I agree to provide Company with a compute r-useable copy or a l l such Confidential Information and th en permanently delete and expu n ge such Co nfid en t ia l In format i on fr om those sys tem s; and I ag r ee to provide Company access to my system as reasonab l y requested to verify that the necessary copyi n g and/or deletion is

10

comple t ed. I fu r t h er agree that a n y property s i tuated on Company's prem i ses and owned by Company, inc l uding disks and other storage media, filingcabinets or other work areas, i s s u bject to in s pection by Company's personnel at any time with or w i thout notice. Prior to l eav in g, I will

cooperate with Company in attending an ex it interview and comp l et i ng and s i gning Company's t e rmin at i on statement i f r e quir ed to do so by Company.

10.
Legal and Equitable Remedies.
10.1
I agree that it may be impo ss i ble to assess th e damages caused by m y v i o l at i on of this Agreement or any of it s terms. I agree that any threatened or actual v i o l ation of t hi s Agreement or any of its terms will constitute immediate and ir r eparable i njury to Company, and Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable reli ef, without bond and without prejudice to any other ri gh t s and remedies that Company may have for a breach or threatened breach of this A g reement.

10.2
agree that if Company is successful in who l e or in pa r t in any legal or equitab l e action against me under this Agreement, Company will be ent i t l ed t o payment of a l l costs, including reasonable attorney's fees, from me.

10.3
In the event Company determ in es that I have breached a fiduciary duty owed lo i t or misappropriated the Company's physical or e l ec tr o nic prope r ty, I agree that the restrictions of Sections 5 and 6 wi ll remain in effect for a period of 24 months after the termination of my r e l ationship w i th the Company.

11.
Notices. Any notices required or permitted under this Agreement wi l l b e given to Compa n y at its headquarters l oca t io n at the t i me notice is g iv e n, labe l ed "Attention Ch i ef Executive Officer," and t o m e a t my address as l i sted on Company payro l 1, o r at suc h o th e r address as Company o r I m ay designate by w r i tten notice to the o t he r. No t ice w i I I be e ffec ti ve upon re ce i pt or refusal of delivery. If de l ivered by ce rtifi ed or registered ma i l, notice will be considered to h ave been given five business days afte r it was mai l ed, as evide nced by th e postmark. If delivered by co u ri e r o r express mai I service, notice will be considered t o h ave b een given on the delivery date r enected by th e co ur ie r or exp r ess mai l se rvi ce receipt.

12.
Publication of T hi s Agreement to Subsequent Employer or B u s in ess Associate s of E m p lo ye e.

Employee Conli dentia l I n fo rm a ti o n and I nven t i on s Assignment Agrccmc111

11

12.1
If I am offered emp l oym e nt or the opportunity to enter into any business venture as owner, partner, consultant or other capacity w h il e the re s trictio n s described in Sections 5 and 6 of this Agreement are i n effect I agree to inform my potential emp l oyer, partner, co-owner and/or others i nvol ved in managing the bus i ness w i th wh i c h I have an opportunity to be associated of my ob i igations under this Agreement and a l so agree to provide such person or persons with a copy of this Agreement.
12.2
I agree to inform Co mp any of a l l emp l oyment and bus i n ess ventures which I enter i nto wh il e the restrictions described in Sections 5 and 6 of th i s Agreement are i n effect and I also authorize Company to provide copies of this Agreement to my e mp l oyer, partner, co-ow n er and/or o th ers i nvo l ved in managing the business with whic h I am employed or associated and to make such persons awa r e or my obligations under this Agrecmcnt.
13.
Ge n era l Provis ion s.
13.1
Governing Law; Consent to Personal J uri sd iction. This Agreement will be governed by and construed according to the l aw s of the Commonwealth of Massachusetts as such laws are applied to agreements e nt e r ed into and t o be performed ent i re l y within Massachusetts between residents of M assac hu se tls. I h e r e b y expressly consent to the p e r so na l j uri s d i ct i on a1�d venue of the state and federa l courts located in Massachusetts for any l awsuit fi l ed there against me by Company arising from or re l ated to this Agreement.
13.2
Scvcrability. I n case any one or more of the

12

and th e assignment of this Agreement by Company to any successor in i nt e r es t or other assignee.

13.5
E mplo yment At-Will. I ag r ee and understand th a t n othing in t hi s Agreement wi ll change my at-will e mp l oymen t status or confer any r ig h t with r espect t? co ntinu at i on of e mp l oyment by Company, nor w ill 1t interfere i n any way with my right or Company's right to terminate my employment at any tim e, with or without cause or advance not i ce.
13.6
Waive r. No waiver by Company of any breach of this Agreement will be a waiver of any preceding or s ucc eed i ng breach. No waiver by Company of a n y right under th i s Agreement will be construed as a waiver of any other ri g ht. Company wi l l n o t be r e quired to give notice to enforce st r i ct adherence to al I terms of this Agreement.
13.7
Export. I agree not to export, reexport, or transfer, directly or in d i r ect l y, any U.S. technica l data acquired from Company or any products utilizing such data, in violation or the United States export l aws o r regu l at i ons.
13.8
Co unt erparts. This Agreement may be exec u te d in two or more counterparts, eac h of wh i ch w ill be deemed an or i g i nal, but all of which together w i ll cons t i tute one and the same instrument. Counterpai1s may be del i vered via facsimi l e, electronic ma il (in c lu ding pelf or any e l ec tronic s i g n aturecomp l y i ng with the U.S. federa l ESIGN Act of 2000, U ni form E l ec tro nic T r ansac ti o n s Act or ot h e r app li cable law) or other transmission m et h od and any counterpart so de l iv ered w ill be deemed to have been duly and validly de li ve r ed and be valid and effective for al l

13

provisions, subsect i o n s, or sentences containe.d

14

i n this

15

purposes.

16

Agreement will, for any reason, be held to b.e 1 n�a!1d, i l l egal or unenforceable in any respect, such 1nvalid1ty, i Il ega lity or unenforceabiIity wi II not affect t h e other provisions of this Agreement, and this Agreement w il l be construed as if such i nvalid, ill ega l or unenfor ceab l e provision had never been contained in th i s Agreement. If moreover, any one or more of the provisions contained i n th i s Agreement will for any reason be h eld to be excessively broad as to duration. geographical scope, activ i t y o r subject, it wi ll be co n st rued by li mitin g and reducing it, so as to be enforceable to the extent comp at i b l e with the a pp li ca b l e law as it will then a ppe a r.

13.3
Successors a n d Assigns. Th i s Agreement is for my benefit and the benefit of Company, its successors, assigns, parent corporations, s u bs i diarie s, affil i ate s, a n d pu rch ase r s, and will be binding upon my heirs, exec ut ors, adm i nis t rat or s a nd o th e r legal representatives.
13.4
S ur v i va l. This Agreement w il l surv i ve the termination of my employment, regardless of the reason,
13.9

17

13.10
Entire Agreement. The ob li gat i ons pursuant to Sections I and 2 (except Subsection 2.4 and Subsection 2.7(a)) of this Agreement will apply to any t i m e dur i n g wh i ch I was prev i ously engaged, or am in the future engaged, by Co mp a n y as a co n su l tant if no othe r agree m e nt governs nondisclosure and ass i gnment of inv e ntions durin g such period. T h is Agreement i s t h e final, complete and excl u s iv e agreement of the parties with r espect to th e s ubjec t matter of thi s Agreement and

Employee Co n li d en ti a l I nform atio n nnd Inventions Assignment Agreemen t

18

s u persedes and merges all prior discussions between us. No modificatio n of or amendment to this Agreement will be effective unless i n wr it i n g and signed by the party to be c h arged. Any s ub se qu e nt c h ange or cha n ges i n my dut i es, sa l a r y o r compensat i o n will not affect th e va l id i ty or scope of this Agreement.

[s i gn atur es to fo ll ow on next page)

Employee Co nl i d e nt i a l I nfo r m a tion and Inventions A ssig nmen t A gr eemen t

P a g e S

This Agreement will be effective as o f _

EMPLOYEE:

I have read this agreement c:1re�lly and understand its terms.

I have completely filled out Exhibit/\ to this Agreement.

�c,gn s-a=tu-r-e·--',,-,,l)f--------

Date

COMPANY:

Accepted and agreed

amc:

Title:

Email:

�mployl'c Confldc1111nl I nformation and ln vcnuons Ass1gn01cnt Asrccmcnt

1gnaturc Page

EXHIBIT A

EXCL Dim I VENTIO S

TO: FROM: DATE:

I. Exc l ud e d Invention Di sc l os u re. Except as li s t e d in ec ti o n 2 below, the following is a complete list oral I Excluded I nv c nti o n s:

D No Excluded Inventi o n s.

D ee below:

D Additional s hee t a tt ached.

2. Due t o a prior confidentia l ity agreement, I cannot complete the disclosure under Section I above with respect to the Exc l ud e d Invent i o n s generally li s t ed b e l o w, the intellectual property ri g hts and duty of co nfid e n t i a li ty with re pcct to which I owe 1 0 the following party(ies):

| Ex clud ed Invention | Part | ies | Relationshi >
I. |  |  |  |
2. |  |  |  |
3. |  |  |  |

D Addi t iona l s h eets attached.

Employee on t idcn t ia l I nfo r m a tion mid l nvcnuons Assignment Agreement

Exhibit A. Page I

4 WYORK

i(O,

"OH tU1�1h.

Notice and Acknowledgement of Pay Rate and Payday Under Section 19 5.1 of the New York State Labor Law Notice for Exempt Employees

2.
Not ic e given:

D At hiring

D Before a change in pay rate(s). allowances c l aimed. or payday

3.

Employers may not pay a non-hour l y r ate to a non-exempt employee in the Hospital i ty I ndus try, except for commissioned salespeople.

4.
Allowances taken:

1. Employer Information

Name:

Doing Business As (DBAj Name(sj:

FEIN (optiona l):

Physi ca l Addres s:

Mailing Address:

Phone:

D None

D Tips per ho ur

□D Meals per meal Lodging

D Ot h er _

5.
Regular payday. _

6.
Pay is:

□

Weekly DBi-weekly

D Ot he r:

7.
Overtime Pay Rate:

Most w orkers in NYS must receive at least 1 ½ times their regu l ar rate of pay for all hou rs worked over 40 in a workweek, with few exceptions. A lim ited numbe r of emp loyees mus t only be pa id overti me at 1 ½ t i mes the mini mu m wage rate. or not at all

This empl oyee i s e xe mpt fro m overtime under the follow i ng exemption (optional):

8.

On this day, I r ece i ved notice of my pay rate, overt i me rate (if e l igible). allowances. and designated payday. I told my em p loyer what my primary languag e is.

Check one:

D l have been given this pay n otice in English because it i s my pr imary language.

D My pr i mary language is .I have been given this pay notice in English only, because the Departmen t of L abor does not yet offer a pay notice form in my prima r y language.

Print Em p loyee Name

Employee Signature

Date

Preparer Name and T itle

The employee must receive a signed copy of this form. The employer must keep the original for 6 years.

Please note: I t i s unlawfu l fo r an employee to be paid l ess than an emp l oyee of the opposite sex for equal work. Emp l oyers a lso may not prohibit e mployees from discussing wages with their co-workers.

LS S9 (01/17)

N fl

�

## Pregnancy Accommodations at Work

The NYC Human RightsLaw requires all employers with four or more employees to provide reasonable accommodations to employees related to pregnancy, childbirth, and related medical condit i ons to enable them to continue working and/or return to work promptly while maintaining a healthy pregnancy. Employers are required to provide written notice of employees' rights under the Law, and can use this document to satisfy that requirement. As such, it should be posted in the workplace.

't·EM PL OYERS

Provide a clear policy and proto c o l for employees to request a reasonable accommodation. Work with your pregnant employee to promptly agree on a reasonable accommodation that:

•
Values yo ur emplo};ee's contributions to the workplace
•
H e l ps your employee satisfy the essentia l r e quis ite s o f he r j ob
•
Keeps them in t h e workplace for as l ong as they are able to c o nt inue working
•
Is r i g h t for your employee anddoes not ca u se undue hardship t o your business

�'

' I,

�·�-,

!'

.JI'

EMPLOYEES

If you need a reasonable acco mmod a t i on to continue w ork i n g or remain employed, you can request one. Examples include, but are not li m i te d to:

•
Breaks (e.g. to use the ba t h room. eat or dr i nk, or

provide necessary rest)

•
Changes to your work environment such as a seat or a fan
•
Assistance with physically demanding tasks
•
Time off or schedule adJustments
•
A pr iv ate, clean, non-bathroom space and breaks for expressing breast milk
•
Light duty or a temporary transfer to a cf i fferent pos i t i on
•
Time off to r eco v e r from childbirth

NYC.gov/Human Rights or ca I (718) 722-3131

fj @) Yo.0 @N Y CC HR

Bill d8 B l asio.

Mayor

Commission on Human Rights

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NOTICE OF EMPLOYEE RIGHTS

Under New York Ci ty's Earned Safe and S i ck T i me Act (Pa i d Safe and Sick Leave L aw}, cer t a i n employees have a right to safe and s i ck l eave. Go to nyc.gov/Pai<JSicklcove to learn which emp l oyees <>,re covered by tt,e l aw.

Employees who work for employers with five or more employees who work more tha,, 80 hours a ca l endar year i,, New York City have a r ig t)t to ,:,aid safe and sick l ea v e. Emp l o yees who work for emp l oyers with fewer tt,a,, five emp lo y ees have a ri ght to unpaid safe and s i ck leave.

Employees who w o rk for employers who must provide safe and sick leave must receive this written notice from their employer when they begin employment or by June 4, 2018, whichever i s later.

YOU HAVE A RIGHT TO SAFE LEAVE, which you can use to seek ass i stance or take other safety measures if you or a family member may be the victim of any act or threat of domestic violence or unwanted sexual physical contact, stalking, or human trafficking.

YOU HAVE A RIGHT TO SICK LEAVE, which you can use for the care and treatment of yourself or a family member.

AMOUNT OF SAFE ANO SICK LEAVE

Your employer must provide up to a total of 40 hours of safe ancl s i ck leave every cale rida r year.

You may use any earned leave fo r C i 1her safe or s i ck l eave p urp oses. Your employer's calendar year is:

Start of Calendar Year: _ End of Calendar Year:

AA Tf O i F ACCRUAL.,

Yo a u ccrue sate and sick lea v e at the rate o t one hour for eve1y 30 hours worked, up to a n'l�xirn u r n of 40 hours of safe and sick l ea v e per calendar year.

OA TE ACCRUAL BEGINS:

You begin t o accrue sale and sick leave on Apri l 1, 2014 or on your frrst day of employment, w l 1 i cheve r is later.

Excep t i on: I t yo1, are covered by a collec ti ve bargaining agreement that was in e ff ec t on A p r i l 1. 2014, you begin to acc r ue safe and s i ck lea v e under Ci t y l aw beginning on the d a t e that the agreemen t expires.

DATE:' SAFE AND SICK LEAVE IS AVAIL ABLE f-OR usr:

•
You could begin using srck l ea ve on July 30, 20 1 4 or 120 days after you beg i n employment,

whi che ver i s l a t er.

You could begin u s i n g safe leave o n May 5. 20 1 8 or 1 20 days after yoc, begin emp l oymen t, whichever rs l a t er.

ACCEPTABLE REASONS TO USE SAFE AND Stet< LEAVE:

You can use safe and sick l e ave to take t i m e off from work whe n:

You have a mental o r physicn l i ll ness. injury, or he n l t h condition: you need 10 get a med i cnl d i agnos i s. care, or t rea tmen t of your mental or p h ysical i ll ness, i nj u ry, or c ondit i o n; you need lo ge t preventive med i ca l c;;re. You must care fo r a iamily membe r who needs mcdicol diognosis. care, er trootment of a mcntnl or physical i llness, injury, or hea1111 cond i t i on, or who needs preventive r nedi ca l ca r e.

Your employer's business closes due to a public health emergency or you need to care tor a c l 1 ild w hose school or ch i l d care provide r c l ose d due to a pub l ic hea1u, emergency.

You or a family m e mb er may be the victim of any act or th r ea t of domestic violence or unwanted sexual phys i c a l con t ac t, s t a l king. or h u man trafficking and you need to take actions necessary to rest ore the physic a l, p s y c l1 o l og i ca l, or economic health o r snfety of you o r your family members or t o protect those who assoc i a t e or work with you, inc l ud i ng t o:

,, Ob t a i n services from a domest i c vio l ence shelter, rape c r i s i s cen t e r, or other services program.

Port ic ip a te i n safety pla n ni ng, relocate, or take o th er ac ti o n s to protect your sa fe ty or thot of your fam i ly members. including enrolling children in a new schoo l.

Meet w i th an attorney o r soc i a l service p r ovide r to o bt a i n information and advice r e lnt e d to custody; vis i tat i on; mntrimonial iss u es; o r ders of protection: immigration; housing; disc ri minat i on i n employment, housing, o r consumer c r edit.

File a domestic rncident r e port with law enforcement or meet with a distr i c t attorney's office.

05/04/2018

More:,.

AMlL¥ MEM13EHS:

The law recognizes 11,e fo ll ow i n g i nct i vidua l s as '-f amily rnen,bers:·•

Any indiviciual whose close association

w i tt, the emp l oyee i s t h e equ i va l e nt o f f a mily Child (b io log i ca l. adopted. or fo ste r ch ild: l ega l ward: child of an e 1 np l oyee stand i ng

m loco parentis)

Grandchild Spouse Dornostic Partner Parent

Grandp,1rerit

Ch il d or P aren t of an emp l oyee's spo1..1se or do r nes ti c partner Sib l i ng (i nc l u d ing a half, a d op t ed, or s t ep s i b lin g)

Any other i ndiv i dL•a l related by blood t o the employee

ADV AN CE NOTICE

If t he need i s f ores e eab l e, you r employer can re qui re up to seven days advance 1 1 o t ice of your i n t ention to use s a f e o r sic k leave. I f the need is unforese e ab le. your employer may require you t o give notice as s o on as p ract i c a b l e.

OOCUMENTATION,

Y our emp l oyer can r equire documentation if you 1..;se rnore t han three co n secut i ve workdays as safe or sick l eave. The Paid Safe and Sick Leave Law prohibits employers fron"'l requiring the health care provider- to speci f y the r nedical r eason for sick leave o r ,.equ ir i ng safe l ea v e documen t at i on to spec if y t t,e detai l s of any act o r thr'ea.t o·f domes ti c v io l ence or u nw an t ed sexual p hys i ca l co11tact. stalking, or human t raffic k i ng. D is c l os u<e may bereq ui red by ot h er laws.

UNUSED SAFE AND SICK LEAVE:

Up t o 40 hours of u nused saie and sick leave ca n be earned over to the n e x t ca l en d ar year. Ho wever. your e1Y1ployer is only required to le t you use up to 40 t 1 ou r s o f safe and s i ck lea ve per cale nc l ar year.

YOU HAVE A RIGHT TO BE FREE FROM RETALIATION FROM YOUR EMPLOYER FOR USING SAFE AND SICK LEAVE.

Your ernployer cannot retalia t e against you fo r:

Requesting and using safe and slck leave.

FIiing a compl ai nt for alleged v i o l a ti on s of t h e l aw with DCA.

Co n1 r·r1urncat 1 ng with a n y pe r so n. includ i ng cowor k ers, abou t any v i o la t ion ot t h e law.

Part,c,p a ti ng ,n a cour1 proceeding r egard i ng an alleged v i o l a tion of the l aw. I nfo r m i ng o n o th e r person of that pe,-son's po t en ti a l r igh t s.

R etalia t ion i ncl u des any t hr eat, d i sc i p l in e, discharge, demot i o n, s u s p e 1"ls i on, or r educt io n in your h o ur s, o r any o t he r' adverse en1plo yr ne nt ac ti on agains t you tor exercising or atternpting 10 e x e r cise any ri g h t guaranteed under the l aw.

YOU HAVE A RIGHT TO FILE A COMPLAINT.

You ca,, f i l e a comp l a i n t w i t h DCA. To ge t the complain t fonT1, go onhne to tJYC gov/Pujd§ickLeaY.Q. O(

contoct 3 1 1 (212-NEW•YORI< o u t s i de NYC).

DCA will cond u c t an investigation and try to reso l ve your comp1a,nt. DCA wil l keep your identity con fi den ti a l unless disc l osure is necessaiy 10 c onduc t 1he in ves ti ga ti on, r eso l ve the con,pla i n t, or 1s r equ i r ed by l a w.

K ee p a copy of thi s notice and a ll documents that show your amount of safe and sick leave accrual and use.

N o te: The Earned Safe and S i ck Tim e Act sets the minimum requirements for safe and sick leave. Your employer's l e av e policies may a l rea dy meet or exceed the r e quirement s of th e law.

Yo u have a right to be given t1 1 i s no tic e in Eng l i s h and. if av a i l ab l e o n lhe DCA website, your primary language.

For more i11formation, including Frequen t ly Asked Que s ti ons, go to n11c.9ov/PaidSickLeave

or call 311 an d ask fo r i n fo r matio n about Paid Safe and Sick Leave.

Ali employers ere required to provide wntten notirn of emp l oyees' rigl1ts under the Humnn Riqhts Lnw botil in the form of n dispbyerl poster and as an information sheet rlistrihHterl \O individunJ Amployees .:it the tine o t hire. Tt1is <jocument satisfies the informat i on sheet req1J1rP.ment.

The NYC Human Rights Law

Tl1e NYC Human Rights Law, one of the s tr ongest anti-discr iminat i on l aws in th e nation, protects all individuals against discrimination based on gender, wh i c h inc l udes sexuul harassment i n the workplace, i n housing, and in pub l ic accommodations l i ke stores and restaurants. Violators can be held accountable wi t h civil pena l ties of up to $250,000 in the case of a willful violation. The Commission can also assess emot i ona l distress dam::iges ::ind other remedies to the victim, can require the violator to undergo training, and can mandate other remedies such as community service.

Sexual Harassment Under the law

Sexu.'.1 1 harassment, a form of gender-based discrimination, is unwelcome verbal or physical behavior based on a person's gender.

Some Examples of Sexual Harassment

•
unwelcome or inappropriate touching of employees or customers
•
threatening or engaging in adverse action after someone refuses a sexual advance
•
making lewd or sexual comments about an individ u al's appearance, bo dy, or style of dress
•
cond i tio ning promotions or other opportunities on sex u a l favms
•
d i splaying pornographic images, c-.1rtoons, or groff it i on computers, e m ai l s, cell phones, bulletin boards, etc.
•
making sexist remarks or derogatory comments based on gender

Retaliation Is Prohibited Under the Law

It is a violation of t h e l aw for an employer to take ac t ion against you because you oppose or speak

out against sexua l harassment in the workplace. The NYC Human Rights Law prohibits employers from retalin t ing or discriminating "in any manner against any person" because that person opposed an unlawful d i scriminatory practice. Reta l ia t i on can manifest through d i r ect actions, such as demotions or terminations, or more subtle behavior, such as an increased work load or be i ng transferred to a l ess desirable l oca tion. The NYC Human Rights Law protects individuals aga i n st retaliation who have a good faith belief that their employer's conduct is i llega l, even if it turns out that they were mistaken.

Report Sexual Harassment

If you have witnessed or experienced sexual harassment inform n manager, the equal employment opportunity officer at your worl<place, or human resources as soon as possib l e.

Report sexual harassment to the NYC Commission on Human Rights. Call 718-722-3131 or visit NYC.gov/HumanRightsto learn how to f i l e a comrilaint or report discriminntion You can f i le a complaint anonymo u s l y.

State and Federal Government Resources

Sexua l harassment is also un law fL 1 I unde r state and federal law where statutes of l imit ations vary.

To f il e a complaint w i t11 the New York State D i vis i on of Human Rights, please visit the Division's website at www.dhr.ny.gov.

To file a charge with t h e U.S. Equal Employment Opportunity Commiss i on (EEOC), please visit the EEOC's website at www.eeoc.gov.

Ii @ w Youfim @NY CC HR NYC.gov/Human Rights

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B I L L DE BLASIO

Ma y or

Commission on Human Rights

C ARMELYN P. MA L A LI S

Comm i ss i one r/Chair

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