Section 8: Termination

This Section 8 outlines the rights, procedures, and obligations of both the Employer and the Employee regarding the termination of the Employment Agreement. Termination may occur for convenience, for cause, or by mutual agreement, subject to the terms and conditions set forth herein.

All terminations must comply with applicable federal, state, and local employment laws, including but not limited to the WARN Act, FMLA, ADA, and relevant labor regulations. In the event of a conflict between this Policy and mandatory legal requirements, the applicable law shall prevail.

Either party may terminate this Agreement without cause, provided that the terminating party furnishes the non-terminating party with written notice of termination. The notice period shall be determined by the employee's role and tenure as follows:

• Employees in Good Standing: Minimum of thirty (30) calendar days' written notice or payment in lieu thereof.
• Senior Management / Executive Roles: Minimum of sixty (60) calendar days' written notice or payment in lieu thereof.
• Probationary Period: Seven (7) calendar days' written notice during the initial probationary period as defined in Section 3.

Termination for convenience shall not affect any accrued benefits, including but not limited to vested equity, accrued vacation pay, and health insurance continuation eligibility under COBRA or applicable equivalents.

The Employer reserves the right to terminate this Agreement immediately, without notice or payment in lieu of notice, for "Cause." "Cause" is defined as any of the following material breaches:

• Gross Misconduct: Including theft, fraud, embezzlement, or falsification of company records.
• Violation of Confidentiality: Unauthorized disclosure of trade secrets, proprietary information, or client data as defined in the Confidentiality Agreement.
• Conflict of Interest: Failure to disclose or engaging in undisclosed competitive activities.
• Repeated Performance Failure: Persistent failure to perform duties after written warning and opportunity to cure, where applicable.
• Legal Violations: Conviction of a felony or crime involving moral turpitude that adversely affects the Company's reputation or operations.
• Breach of Safety Policies: Willful violation of workplace safety regulations resulting in risk to personnel or property.

Before termination for cause, the Employer shall conduct a fair and impartial investigation, providing the Employee with notice of the alleged breach and an opportunity to respond, except in cases of imminent threat to safety or security.

All notices of termination must be in writing and delivered via one of the following methods:

• In-Person Delivery: Hand-delivered to the Employee with a receipt signed by the Employee or a witness.
• Certified Mail: Sent to the Employee's last known address, return receipt requested.
• Email Confirmation: Electronic notice followed by physical mail within two (2) business days.

In the event of Employee resignation, written notice must be submitted to the direct supervisor and Human Resources. Verbal resignation is not legally binding until confirmed in writing.

Upon termination of employment, for any reason, the Employee shall immediately return all Company property in their possession, custody, or control. This includes, but is not limited to:

• Company-issued devices (laptops, mobile phones, tablets).
• Access cards, keys, parking permits, and security badges.
• Physical documents, files, reports, and correspondence.
• Financial instruments, credit cards, and expense accounts.
• Any digital copies of proprietary data stored on personal devices.

The Employee agrees to cooperate fully with the IT and Security departments to ensure the complete removal of Company data from personal devices where Company data was authorized for use.

Final compensation shall be processed in accordance with applicable state and local laws governing final paychecks. Generally:

• Salary/Wages: Paid through the last day of active employment or the end of the pay period, whichever is applicable by law.
• Accrued Vacation: Paid out only where required by jurisdiction; otherwise, subject to the Company's accrued leave policy.
• Expenses: Reimbursed upon submission of valid receipts for business-related expenses incurred prior to termination.
• Benefits Continuation: Eligible employees may continue health coverage under COBRA or statutory equivalents at their own expense.

Certain obligations under this Agreement shall survive the termination of employment. These include, but are not limited to:

• Confidentiality: Obligation to maintain confidentiality of trade secrets and proprietary information for a period of [Five (5)] years post-termination, or indefinitely for trade secrets as defined by law.
• Non-Solicitation: Restriction on soliciting Company clients or employees for a period of [Twelve (12)] months post-termination within the defined territory.
• Non-Disparagement: Mutual agreement not to make false or derogatory statements about the other party.
• IP Assignment: All intellectual property created during employment remains the sole property of the Company.

If any provision of this Section 8 or any portion thereof is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. The invalidity of any provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.