Employment Acceptance of Offer

EMPLOYMENT ACCEPTANCE OF OFFER

THIS EMPLOYMENT ACCEPTANCE OF OFFER (the Agreement) is made as of Offer Date: by and between Employer Name: with principal address: (Employer) and Employee Name: residing at: (Employee).

RECITALS

WHEREAS, on Offer Date: Employer extended to Employee a written offer of employment for the position of Position Title: , subject to the terms and conditions set forth in Employer's offer;

WHEREAS, the material compensation and benefits to be provided under the offer include Annual Salary: $ payable and participation in Employer's benefit plans as described in the offer;

WHEREAS, Employee wishes to accept the offer and commence employment on the Start Date: , subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ACCEPTANCE OF OFFER

1.1 Employee hereby accepts the offer of employment and agrees to commence employment with Employer on the Start Date: , subject to satisfaction of the contingencies set forth in Section 4. This Acceptance is limited to the terms set forth in this Agreement and the Offer Letter dated Offer Date: , each of which together constitute the full agreement regarding the employment relationship unless otherwise amended in writing pursuant to Section 10.

2. POSITION, DUTIES AND PLACE OF WORK

2.1 Employee will serve in the position of Position Title: and will perform duties and responsibilities customarily associated with that position and as assigned by Employer from time to time. Employee agrees to perform such duties faithfully, to comply with Employer's lawful policies and directives, and to devote the Employee's full working time and best efforts to the performance of such duties, unless otherwise agreed in writing.

3. COMPENSATION AND BENEFITS

3.1 Base salary shall be Annual Salary: $ payable in accordance with Employer's regular payroll practices. Any bonus, equity award or other incentive compensation described in the Offer Letter is discretionary except as expressly set forth in a written award agreement.

3.2 Employee will be eligible to participate in Employer's benefit programs on the terms and subject to the eligibility provisions of those programs. Employer makes no representations regarding continuation of any particular benefit plan and may amend, modify or terminate benefit plans in its discretion.

4. CONDITIONS PRECEDENT AND BACKGROUND VERIFICATION

4.1 This Acceptance is conditioned upon satisfactory completion of employment eligibility verification and background checks, including criminal history, employment and education verification (collectively, Contingencies). Employee expressly authorizes Employer to conduct such verifications and acknowledges that unsatisfactory results constitute grounds for rescission of the offer. Employee acknowledges and agrees to provide all documentation reasonably requested to verify eligibility to work and other background information.

Employee acknowledges and consents to the background and verification procedures described in Section 4.

5. CONFIDENTIALITY AND ASSIGNMENT OF RIGHTS

5.1 Employee agrees that, during and after employment, Employee will not disclose or use any confidential, proprietary or trade secret information of Employer except as required in the ordinary course of performing duties for Employer. Employee further agrees that all inventions, discoveries, processes, developments, improvements and works of authorship made or conceived by Employee during the period of employment that relate to Employer's business or use Employer resources shall be the exclusive property of Employer and are hereby assigned to Employer to the fullest extent permitted by law.

5.2 Employee understands and agrees that Employer may require Employee to execute separate written agreements implementing the confidentiality, invention assignment and non-solicitation obligations described in this Section, and such agreements shall be a condition of employment. Employee's obligations under this Section survive termination of employment.

Employee agrees to execute any confidentiality, proprietary rights or assignment agreements as required by Employer.

6. AT-WILL EMPLOYMENT

6.1 Employee's employment with Employer is at-will. Either Employee or Employer may terminate the employment relationship at any time for any lawful reason, with or without cause and with or without notice, except to the extent otherwise provided in a written agreement signed by an authorized officer of Employer. Nothing in this Agreement shall be construed to limit the at-will nature of the employment relationship unless an express written employment agreement states otherwise.

7. TERMINATION

7.1 Upon termination of employment for any reason, Employee shall return all Employer property and confidential information. Employer shall pay Employee accrued but unpaid base salary through the date of termination in accordance with Employer's payroll practices. Except as required by applicable law or as otherwise provided in a written agreement, Employee shall not be entitled to severance pay.

8. REPRESENTATIONS; PRIOR OBLIGATIONS

8.1 Employee represents and warrants that Employee's acceptance of employment does not violate any agreement with a prior employer, and that Employee has not been required to disclose confidential information of any prior employer. Employee further represents that the information provided to Employer in connection with the offer is true and complete to the best of Employee's knowledge.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

10. AMENDMENT; WAIVER

10.1 No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any subsequent breach or default.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles that would refer the matter to the laws of another jurisdiction.

12. ENTIRE AGREEMENT

12.1 This Agreement, together with the Offer Letter and any executed confidentiality, invention assignment or other written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most closely approximates the economic effect and intent of the invalid provision.

14. COUNTERPARTS

14.1 This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronic signatures shall be deemed to have the same force and effect as original signatures.

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