485问题集-A number，Middle name etc# EB23 - 劳工卡
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拿到一个Offer，但是不是At will的，有一个三年的限制在里面，我把条款列出来，请
大家帮我看看好吗？谢谢！我的理解是，如果三年之内他们还是可以把我开除，那这三
年的条款就没有保护我的任何意义。如果三年之内我也还是可以走，那么这个三年的条
款似乎也没有保护他们。但是他们坚持必须把这个三年加上去，请问这是为什么呢？
2. Term of Employment.
The Company agrees to employ you, and you agree to remain in employment
from the Effective Date for a period of three (3) years or until your
employment terminates earlier pursuant to Section 6 below. When your
employment terminates for any reason, you shall be deemed to have
simultaneously resigned from any position that you hold with the Company or
any affiliated entity.
6. Termination of Employment. When your employment terminates for any
reason (“Termination Date”), you will not be eligible for further
compensation, benefits or perquisites pursuant to Sections 3 and 4 of this
Agreement, other than those that have already accrued or vested as of that
date. Termination of your employment may occur under any of the following
circumstances:
(a) Termination of Employment by the Company.
(1) With Good Cause. For all purposes under this Agreement, (“Good Cause”
) shall mean that the Board has determined in good faith that you:
A. failed to continuously perform your duties under this Agreement
for thirty (30) days, after having at least fifteen (15) days notice from
the CEO or the Company’s Board of Directors in this regarding your
unsatisfactory performance; or
B. acted or failed to act where such action or failure to act constituted
gross misconduct, moral turpitude, embezzlement, misappropriation of
corporate assets, fraud, knowing or willful violation of laws; or
C. were convicted of, or pled “guilty” or “no contest” to, a
felonycrime; or
D. breached duty of loyalty, as a director or corporate Officer, owed to
the Company and its Stockholders; or
E. refused or failed to comply with a written instruction of the CEO or
the Company’s Board of Directors, that was lawful, reasonable and
consistent with your position as Chief Risk Officer and failed to remedy
such refusal or failure within five (5) days of receiving notice from the
Board identifying such refusal or failure.
(2) Without Good Cause. The Company may terminate your employment
without Good Cause (as defined above) at any time upon six (6) months
written notice to you. Upon exercising the Company option of termination of
employment without good cause, all your XX% class A common stock shares
shall become fully and immediately vest, all terms and conditions to the
contrary notwithstanding. If the Company elects to terminate you without
good cause within twelve (12) months of the execution of this Agreement, or
, if the Company decides to close, liquidate, or sell its business within
the first twelve (12) months of formation , or March 11, 2014, whichever is
earlier, then the Company shall pay to you $XXX,XXX less applicable taxes
and withholdings within thirty (30) days after the date of termination;
大家帮我看看好吗？谢谢！我的理解是，如果三年之内他们还是可以把我开除，那这三
年的条款就没有保护我的任何意义。如果三年之内我也还是可以走，那么这个三年的条
款似乎也没有保护他们。但是他们坚持必须把这个三年加上去，请问这是为什么呢？
2. Term of Employment.
The Company agrees to employ you, and you agree to remain in employment
from the Effective Date for a period of three (3) years or until your
employment terminates earlier pursuant to Section 6 below. When your
employment terminates for any reason, you shall be deemed to have
simultaneously resigned from any position that you hold with the Company or
any affiliated entity.
6. Termination of Employment. When your employment terminates for any
reason (“Termination Date”), you will not be eligible for further
compensation, benefits or perquisites pursuant to Sections 3 and 4 of this
Agreement, other than those that have already accrued or vested as of that
date. Termination of your employment may occur under any of the following
circumstances:
(a) Termination of Employment by the Company.
(1) With Good Cause. For all purposes under this Agreement, (“Good Cause”
) shall mean that the Board has determined in good faith that you:
A. failed to continuously perform your duties under this Agreement
for thirty (30) days, after having at least fifteen (15) days notice from
the CEO or the Company’s Board of Directors in this regarding your
unsatisfactory performance; or
B. acted or failed to act where such action or failure to act constituted
gross misconduct, moral turpitude, embezzlement, misappropriation of
corporate assets, fraud, knowing or willful violation of laws; or
C. were convicted of, or pled “guilty” or “no contest” to, a
felonycrime; or
D. breached duty of loyalty, as a director or corporate Officer, owed to
the Company and its Stockholders; or
E. refused or failed to comply with a written instruction of the CEO or
the Company’s Board of Directors, that was lawful, reasonable and
consistent with your position as Chief Risk Officer and failed to remedy
such refusal or failure within five (5) days of receiving notice from the
Board identifying such refusal or failure.
(2) Without Good Cause. The Company may terminate your employment
without Good Cause (as defined above) at any time upon six (6) months
written notice to you. Upon exercising the Company option of termination of
employment without good cause, all your XX% class A common stock shares
shall become fully and immediately vest, all terms and conditions to the
contrary notwithstanding. If the Company elects to terminate you without
good cause within twelve (12) months of the execution of this Agreement, or
, if the Company decides to close, liquidate, or sell its business within
the first twelve (12) months of formation , or March 11, 2014, whichever is
earlier, then the Company shall pay to you $XXX,XXX less applicable taxes
and withholdings within thirty (30) days after the date of termination;
