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[User] Extract and classify the legal clause from this contract: EX-10.3 4 d486346dex103.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT As Amended and Restated as of March 17, 2023 THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is entered into as of the 17th day of March, 2023, among Life Storage, Inc., a Maryland corporation and Life Storage LP, a Delaware limited partnership (the “Corporation” or the “Partnership”, respectively and collectively, and each of their successors, the “Company”), and David Dodman (the “Executive”). W I T N E S S E T H: WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of January 1, 2022 (the “Existing Employment Agreement”); WHEREAS, the Executive is and has been a valuable executive of the Company and an integral part of its management team; and WHEREAS, the Company and the Executive desire to amend and restate the Existing Employment Agreement in its entirety to set forth the terms and conditions of the Executive’s continued employment with the Company. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment. (a) The Company hereby employs the Executive as Chief Operating Officer of the Company, and the Executive hereby accepts such employment, on the terms and subject to the conditions hereinafter set forth. (b) During the term of this Employment Agreement, the Executive shall be and have the title of Chief Operating Officer of the Company and shall devote his entire business time and all reasonable efforts to his employment in that capacity with such other duties as may be reasonably requested from time to time by the Board of Directors of the Company, which duties shall be consistent with such position. For service as an officer and employee of the Company, the Company agrees that the Executive shall be entitled to the full protection of the applicable indemnification provisions of the Articles of Incorporation and By-laws of the Corporation (including the provisions for advances), as the same may be amended from time to time. 2. Compensation. The Company will pay the Executive the salary and bonus and provide the benefits set forth in Exhibit A to this Employment Agreement. 3. Term. This Employment Agreement shall have a continuous term until terminated as provided in Section 4.16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 1/144. Termination. (a) Death or Retirement. This Employment Agreement will terminate upon the Executive’s death or retirement. (b) Disability. The Company may terminate this Employment Agreement upon at least thirty (30) days’ written notice in the event of the Executive’s “disability.” For purposes of this Employment Agreement, the Executive’s “disability” shall be deemed to have occurred only after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after one hundred twenty (120) consecutive days, during which one hundred fifty (150) or one hundred twenty (120) days, as the case may be, the Executive, by reason of his physical or mental disability or illness, shall have been unable to substantially discharge his duties under this Employment Agreement. The date of disability shall be such one hundred fiftieth (150th) or one hundred twentieth (120th) day, as the case may be. In the event either the Company or the Executive, after receipt of notice of the Executive’s disability from the other, disputes whether the Executive’s disability shall have occurred, the Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Buffalo, New York area and, unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such permanent disability shall be deemed to have occurred. (c) Cause. The Company may terminate this Employment Agreement for “cause.” For purposes of this Employment Agreement, “cause” shall mean: (i) The Executive’s fraud, commission of a felony, commission of an act or series of acts of dishonesty which are materially inimical to the best interests of the Company, or the Executive’s willful and substantial failure to perform his duties under this Employment Agreement, which failure has not been cured within a reasonable time (which shall not be less than thirty (30) days) after the Company gives notice thereof to the Executive; (ii) The Executive’s material breach of any material provision of this Employment Agreement which breach, if capable of being cured, has not been cured in all substantial respects within thirty (30) days) after the Company gives notice thereof to the Executive; or (iii) The Executive’s commission of an act of moral turpitude, dishonesty or fraud which would in the good faith determination of the Board of Directors of the Corporation (the “Board”) render his continued employment materially damaging or detrimental to the Company. (d) Termination Without Cause. The Company may terminate this Employment Agreement without Cause by notifying the Executive in writing of its election to terminate at least thirty (30) days before the effective date of termination. The Executive may, on written notice to the Company, accelerate the effective date of termination to any other date of his choosing up to the date of notice of acceleration. 216/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 2/14(e) Termination for Good Reason. The Executive may terminate this Employment Agreement for “Good Reason,” which shall mean the occurrence of one or more of the following events without his consent; provided that, in the case of events described in (i), (ii), (iii) or (iv), the Executive shall give the Company a written notice, within 90 days following the initial occurrence of the event, describing the event that the Executive claims to be Good Reason and stating the Executive’s intention to terminate employment unless the Company takes appropriate corrective action: “Good Reason” shall exist if: (i) the Company materially changes the Executive’s duties and responsibilities as set forth in this Employment Agreement or changes his title or position; (ii) the Executive’s place of employment or the principal executive offices of the Company are located more than fifty (50) miles from the geographical center of Williamsville, New York; (iii) the Company materially diminishes the salary, fringe benefits or other compensation being paid to the Executive; (iv) there occurs a material breach by the Company of any of its obligations under this Employment Agreement; or (v) the failure of any successor of the Company to furnish the assurances provided for in Section 7(c). In the case of events described in (i), (ii), (iii) or (iv), the Company shall have thirty (30) days from the date of receipt of the written notice from the Executive stating his claim of Good Reason in which to take appropriate corrective action (the “Cure Period”). If the Company does not cure the Good Reason during such Cure Period, the Good Reason will be deemed to have occurred at the end of the Cure Period, and the Executive must resign within the thirty (30)-day period following the end of such Cure Period. (f) Termination By Mutual Agreement. This Employment Agreement may be terminated by mutual agreement of the Company and the Executive. (g) Resignation. The Executive may terminate this Employment Agreement at any time with sixty (60) days’ written notice to the Company, and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration. (h) Payment of Compensation Due. Regardless of how the Executive’s employment is terminated, (i) the Company will pay the Executive, on the effective date of termination or, if permitted by applicable law, as soon as administratively feasible following the effective date of termination, but in any event within fifteen (15) days thereafter, any accrued but unpaid salary through the date of the Executive’s effective date of termination, any accrued but unused vacation, any earned but unpaid bonus, and reimbursement of expenses incurred by the Executive through the date of termination but not yet paid to the Executive; and (ii) additionally, the Executive shall receive any other compensation or benefits that have vested through the effective date of termination or to which the Executive may be entitled in accordance with the applicable terms and conditions of each grant, award or plan. 316/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 3/145. Severance Payments. (a) Termination Without Cause or for Good Reason. The Company will make the severance payments specified in Section 5(b) below if this Employment Agreement is terminated pursuant to Sections 4(d) (without Cause) or 4(e) (for Good Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be continued for a period of thirty (30) months after termination of employment upon substantially the same terms as provided to the Executive (and the Executive’s eligible dependents) immediately before the Executive’s Separation from Service (including with respect to subsidization of the premiums by the Company); provided, however, that this continuation is not intended to reduce the amount of time that the Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and comparable state law, except that the Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable maximum COBRA period is eighteen (18) months, then following the Executive’s coverage hereunder, the Executive shall be entitled to no further COBRA coverage under the Company’s group health plans). Notwithstanding the foregoing, in the event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of such employee health and welfare benefits or would give rise to penalties, the Company shall arrange to provide the Executive (and the Executive’s eligible dependents) with benefits substantially similar to those which the Executive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of such substantially similar benefits (with such lump sum payment to be made within sixty (60) days following the Executive’s Separation from Service, or if later, within sixty (60) days following a determination that such continued coverage is not possible or would give rise to penalties). (b) Severance. (i) Non-Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) prior to, or more than two years after, a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to two (2) times the sum of: (1) the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus (2) the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service (collectively, the “Non-Change in Control Severance”). 416/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 4/14(ii) Change in Control Severance. In the event this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) at the time of or within two years after a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company, the Company will pay the Executive an aggregate amount equal to the sum of: (1)two and a half (2.5) times the sum of: A. the greater of: i. the Executive’s annual base salary in effect immediately prior to the first to occur of a Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, or ii. the Executive’s annual base salary in effect immediately prior to the date of the Executive’s Separation from Service (not taking into account any reduction to the Executive’s base salary that formed a basis for Good Reason); plus B. the greater of: i. the bonus earned with respect to the calendar year immediately prior to the first to occur of a Section 409A Change in Control of the Company or a Non-Section 409A Change in Control of the Company that has been paid or would have been paid in the year of the Section 409A Change in Control of the Company or the Non-Section 409A Change in Control of the Company, as applicable, or ii. the bonus earned with respect to the calendar year immediately prior to the date of the Executive’s Separation from Service that has been paid or would have otherwise been paid for the year of the Executive’s Separation from Service had the Executive’s employment not been terminated (such greater amount pursuant to this subsection (B), the “Bonus Amount”); and (2) an amount equal to (A) the Bonus Amount, multiplied by (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company from the first day of the calendar year in which the Separation from Service occurred (for the avoidance of doubt, including the day of the Executive’s Separation from Service), and the denominator of which is the number of total days in the calendar year. 516/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 5/14(c) Severance Payments Without Change in Control. Except as set forth in Section 5(d) below, the severance payable pursuant to Section 5(b)(i) shall be paid in thirty (30) equal monthly payments, each in an amount equal to 1/30th of the aggregate amount of the severance payments. The thirty (30) monthly payments described in the preceding sentence shall be deemed a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The first six monthly payments shall be paid to the Executive in a lump sum within 30 days following his Separation from Service. The remaining twenty-four (24) monthly payments shall be paid to the Executive in twenty-four (24) separate payments on the first day of twenty-four (24) successive calendar months, with the first payment occurring on the first day of the seventh calendar month beginning after the date of the Executive’s Separation from Service. The parties affirm that it is their intent that the first six monthly payments be excluded from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the “short-term deferral” rule set forth at Treasury Regulation §1.409A-1(b)(4). (d) Severance Payments With Change in Control. (i) Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Section 409A Change in Control of the Company has occurred, or if a Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments, the Executive shall receive the applicable severance payments specified in Section 5(b)(ii) (or the remaining balance thereof) in a lump sum. The lump sum shall be paid within thirty (30) days after the effective date of the Executive’s Separation from Service or, if the Section 409A Change in Control occurs after the Executive’s Separation from Service, within thirty (30) days after such Section 409A Change in Control. Notwithstanding the foregoing, the applicable severance payments specified in Section 5(b)(ii) shall not be paid to the Executive (except for the lump sum equal to six monthly payments provided in the third sentence of Section 5(c)) before the day following the six (6)-month anniversary of the Executive’s Separation from Service unless the Executive shall have received an opinion of counsel satisfactory to the Executive that payment before that date will not be a violation of Code Section 409A(a)(2)(B)(i) (concerning the six (6)-month delay rule). In the event that the Executive shall fail to obtain such an opinion of counsel, the Company or its successor shall, within thirty (30) days after the later of the Executive’s Separation from Service or the Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive in a lump sum on the day following the six (6)-month anniversary of the Executive’s Separation from Service. 616/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 6/14(ii) Non-Section 409A Change in Control. If this Employment Agreement is terminated pursuant to Section 4(d) (without Cause) or Section 4(e) (for Good Reason) within two years after a Non-Section 409A Change in Control of the Company has occurred, or if a Non-Section 409A Change in Control of the Company occurs while the Company is making Non-Change in Control Severance payments to the Executive pursuant to Section 5(b) and 5(c), the Company or its successor shall, within thirty (30) days after the Non-Section 409A Change in Control, transfer the remaining balance of the monthly payments due the Executive to a rabbi trust (similar to the trust described in Revenue Procedure 92-64) under a trust agreement that requires payment of such remaining balance to the Executive from the trust in accordance with the original payment schedule under Section 5(c). (e) Reimbursement of Legal Fees and Expenses. The Company shall also reimburse the Executive (promptly upon documented request), the amount of all legal fees and expenses reasonably incurred by the Executive in connection with any good faith claim for severance compensation hereunder, including all such fees and expenses incurred in contesting or disputing, by arbitration or otherwise, any such termination or in seeking to obtain or enforce any right or benefit provided by this Employment Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. (f) No Obligation to Mitigate Damages. The Executive shall be under no obligation to mitigate damages with respect to termination and in the event the Executive is employed or receives income from any other source there shall be no offset therefor against the amounts due from the Company hereunder. (g) Section 280G – Best After Tax Result. In the event that any payment or benefit received or to be received by the Executive pursuant to this Employment Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 5(g), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local of foreign excise tax (the “Excise Tax”), then such Payments shall be either (A) provided in full pursuant to the terms of this Employment Agreement or any other applicable plan, program, agreement or arrangement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (the “Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after tax-basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. In the event of a reduction of Payments, the Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Payments that are to be paid furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. 716/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 7/146. Covenants and Confidential Information. (a) The Executive acknowledges the Company’s reliance and expectation of the Executive’s continued commitment to performance of his duties and responsibilities during the term of this Employment Agreement. In light of such reliance and expectation on the part of the Company: (i) During the term of this Employment Agreement and, during the one-year period following the termination of this Employment Agreement, the Executive shall not: (A) own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity engaged in the business of, or otherwise engage in the business of, acquiring, owning, developing or managing self-storage facilities; provided, however, that the ownership of not more than one percent (1%) of any class of publicly traded securities of any entity is permitted; or (B) directly or indirectly or by acting in concert with others, employ or attempt to employ or solicit for any employment competitive with the Company, any Company employees. (ii) During and after the term of this Employment Agreement, the Executive shall not, directly or indirectly, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, any confidential information relating to the Company’s operations, properties or otherwise to its particular business or other trade secrets of the Company, it being acknowledged by the Executive that all such information regarding the business of the Company compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property; provided, however, that the foregoing restrictions shall not apply to the extent that such information (A) is clearly obtainable in the public domain, (B) becomes obtainable in the public domain, except by reason of the breach by the Executive of the terms hereof, (C) was not acquired by the Executive in connection with his employment or affiliation with the Company, (D) was not acquired by the Executive from the Company or its representatives, or (E) is required to be disclosed by rule or law or by order of a court or governmental body or agency. (b) The Executive agrees and understands that the remedy at law for any breach by him/her of this Section 6 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 6, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. (c) The Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Section 6, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive. 816/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 8/147. Miscellaneous. (a) The Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether of employment or otherwise, which would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Employment Agreement. (b) The provisions of this Employment Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. (c) Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company must, within ten (10) days after the Executive’s request, furnish its written assurance that it is bound to perform this Employment Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. (d) Any controversy or claim arising out of or relating to this Employment Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association then pertaining in the City of Buffalo, New York, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The arbitrator or arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration; provided, however, that nothing in this Section 7(d) shall be construed so as to deny the Company the right and power to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by the Executive of any of his covenants contained in Section 6 hereof. (e) Any notice to be given under this Employment Agreement shall be personally delivered in writing or shall have been deemed duly given when received after it is posted in the United States mail, postage prepaid, registered or certified, return receipt requested, and if mailed to the Company, shall be addressed to the principal place of business of the Corporation and the Partnership, attention: Chief Executive Officer, and if mailed to the Executive, shall be addressed to him at his home address last known on the records of the Company, or at such other address or addresses as either the Company or the Executive may hereafter designate in writing to the other. (f) The failure of either party to enforce any provision or provisions of this Employment Agreement shall not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party thereafter from enforcing each and every other provision of this Employment Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party’s right to assert all other legal remedies available to it under the circumstances. (g) This Employment Agreement supersedes any prior agreements and understandings between the parties and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 916/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 9/14(h) This Employment Agreement shall be governed by and construed according to the laws of the State of New York. (i) Captions and paragraph headings used herein are for convenience and are not a part of this Employment Agreement and shall not be used in construing it. 8. Code Section 409A Matters. (a) Definitions. The following terms shall have the following meanings when used in this Employment Agreement: (i) “Separation from Service” shall have the meaning provided at Treas. Reg. §1.409A-1(h). (ii) “Section 409A Change in Control” shall mean a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5). (iii) “Non-Section 409A Change in Control” For the purposes of this Employment Agreement, a “Non-Section 409A Change in Control” shall be deemed to have occurred if any of the following have occurred: (1) either (A) the Corporation shall receive a report on Schedule 13D, or an amendment to such a report, filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) disclosing that any person (as such term is used in Section 13(d) of the 1934 Act) (“Person”), is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Company or (B) the Company has actual knowledge of facts which would require any Person to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 1934 Act) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation; (2) purchase by any Person, other than the Company or a wholly-owned subsidiary of the Company or an employee benefit plan sponsored or maintained by the Company or a wholly-owned subsidiary of the Company, of shares pursuant to a tender or exchange offer to acquire any stock of the Corporation (or securities, including units of limited partnership interests, convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding stock of the Corporation (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock); 1016/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 10/14(3) approval by the shareholders of the Corporation of (A) any consolidation or merger of, or other business combination involving, the Corporation in which the Corporation is not to be the continuing or surviving entity or pursuant to which shares of stock of the Corporation would be converted into cash, securities or other property, other than a consolidation or merger or business combination of the Corporation in which holders of its stock immediately prior to the consolidation or merger or business combination have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or business combination as immediately before, or (B) any consolidation or merger or business combination in which the Corporation is the continuing or surviving corporation but in which the common shareholders of the Corporation immediately prior to the consolidation or merger or business combination do not hold at least a majority of the outstanding common stock of the continuing or surviving corporation (except where such holders of common stock hold at least a majority of the common stock of the corporation which owns all of the common stock of the Corporation), or (C) any sale, lease, exchange or other transfer by operation of law or otherwise (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation or the Partnership; (4) a change in the majority of the members of the Board within a twenty-four (24)-month period unless the election or nomination for election by the Corporation shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the twenty-four (24)-month period; or (5) more than fifty percent (50%) of the assets of the Corporation or the Partnership are sold, transferred or otherwise disposed of, whether by operation of law or otherwise, other than in the usual and ordinary course of its business. (b) Rule Governing Payment Dates. In any case where this Employment Agreement requires the payment of an amount during a period of two or more days that overlaps two calendar years, the payee shall have no right to determine the calendar year in which payment actually occurs. (c) Compliance with Section 409A. This Employment Agreement is intended not to trigger additional taxes and penalties under Section 409A of the Code and the final Treasury Regulations promulgated thereunder, whether by reason of the form or the operation of this Employment Agreement. The Employment Agreement shall at all times be interpreted, construed, and administered so as to avoid insofar as possible the imposition of excise taxes and other penalties under Section 409A of the Code. If any provision of this Employment Agreement would trigger additional taxes and penalties under Section 409A of the Code and the final Regulations promulgated thereunder, such provision shall to the extent legally permissible be applied in a manner that most nearly accomplishes its objective without triggering such additional taxes and penalties. (d) Delay Period. Notwithstanding anything in this Employment Agreement to the contrary, to the extent (i) any payments or benefits to which the Executive becomes entitled under this Employment Agreement in connection with the Executive’s Separation from Service constitute deferred compensation subject to Section 409A of the Code and (i) the Executive is 1116/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 11/14deemed at the time of such Separation from Service to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (A) the expiration of the six (6)-month period measured from the date of Executive’s Separation from Service; or (B) the date of Executive’s death following such Separation from Service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Executive, including (without limitation) the additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Executive or the Executive’s beneficiary in one lump sum (without interest). (Remainder of page left intentionally blank) 1216/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 12/14IN WITNESS WHEREOF, the parties have executed this Employment Agreement on the 17th day of March 2023. Executive’s Name/Signature By: /s/ David Dodman Name: David Dodman Title: Chief Operating Officer LIFE STORAGE, INC. By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer LIFE STORAGE LP By: LIFE STORAGE HOLDINGS INC. General Partner By: /s/ Joseph V. Saffire Name: Joseph V. Saffire Title: Chief Executive Officer Signature Page to Employment Agreement16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 13/14EXHIBIT A 1. Compensation. During the term of the Employment Agreement, the Company shall pay or provide, as the case may be, to the Executive the compensation and other benefits and rights set forth in this Section 1 of this Exhibit A. (a) The Company shall pay to the Executive a base salary payable in accordance with the Company’s usual pay practices (and in the event no less frequently than monthly) of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) per annum, subject to such increase (but not decrease) as may be determined by the Board from time to time, based upon the performance of the Company (on a consolidated basis) and the Executive. (b) The Executive shall be entitled to participate in the Company’s Annual Incentive Compensation Plan for senior executives. The Company shall pay to the Executive incentive compensation, if any, which such Executive is entitled to receive pursuant to such plan for each calendar year not later than March 15 following the end of such calendar year (or at such time as may be provided in such plan), as determined by the Compensation Committee of the Board. (c) The Company shall provide to the Executive such life, medical, hospitalization and dental insurance for himself, his spouse and eligible family members as may be available to other senior executive officers of the Company. (d) The Executive shall participate in all retirement and other benefit plans of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof (and nothing in the Employment Agreement or this Exhibit A shall or shall be deemed to in any way effect the Executive’s right and benefits thereunder except as expressly provided herein. (e) The Executive shall be entitled to such periods of vacation and sick leave allowance each year as are determined by the Compensation Committee of the Board. (f) The Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the Company. The Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. (g) The Company shall reimburse the Executive or provide him with an expense allowance during the term of the Employment Agreement for travel, entertainment and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business. The Executive shall furnish such documentation with respect to reimbursement to be paid hereunder as the Company shall reasonably request.16/04/2025, 06:58 EX-10.3 https://mcc.law.stanford.edu/capi/ﬁle/1029106 14/14

[Assistant] {"clause_text": "The employee is required to relocate and will receive full relocation support.", "clause_type": "Relocation", "compliance_status": "Compliant", "legal_justification": "Employer-funded relocation is legally and ethically standard."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into as of 1st May 2025 , by and between: Company : NextNode Technologies (Private) Limited , a company duly incorporated under the laws of Sri Lanka with its registered office at No. 22, Park Avenue, Nugegoda, Sri Lanka (hereinafter referred to as the “Company”); And Employee : Mr. Ranuka Sanjeewa , of No. 154/2, Kaduwela Road, Malabe, holding NIC No. 200125500899 (hereinafter referred to as the “Employee”). 1. Position and Scope of Work The Company hereby employs the Employee in the capacity of Software Engineer , reporting to the Head of Engineering. Duties include: ● Designing, developing, and maintaining scalable software systems. ● Writing clean, testable, and efficient code. ● Participating in code reviews, debugging, and optimization. ● Collaborating with cross-functional teams on project delivery. ● Documenting technical specifications and APIs. Other responsibilities may be assigned as deemed necessary by the Company. 2. Commencement and Duration The employment shall commence on 1st May 2025 , for a fixed term of one (1) year , ending on 30th April 2026 , unless earlier terminated in accordance with this Agreement. 3. Probation Period The first six (6) months of employment shall be considered a probationary period. During this time, either party may terminate this Agreement with one week’s written notice . 4. Working Hours ● Monday to Friday, from 9:00 AM to 5:30 PM , with a one-hour lunch break. ● Overtime may be required based on project deadlines, without additional compensation unless otherwise agreed in writing. 5. Remuneration ● Monthly Gross Salary : LKR 120,000/- . ● Payment will be made on or before the last working day of each month via bank transfer. ● EPF (8% employee, 12% employer) and ETF (3% employer) contributions will be made as per statutory requirements. 6. Leave Entitlement ● Casual Leave : 7 days per year. ● Annual Leave : 14 days per year after 12 months of service. ● Medical Leave : 7 days per year (Medical certificate required if more than 2 days). ● All leave must be pre-approved by the reporting manager. 7. Confidentiality The Employee shall maintain confidentiality of all company data and intellectual property during and after the term of employment, for a period of 24 months post-termination. 8. Intellectual Property All works, inventions, and developments created during the course of employment shall remain the sole property of the Company. The Employee waives all rights to claim ownership or royalties. 9. Conflict of Interest The Employee shall not engage in any secondary employment, consultancy, or activities that conflict with the Company’s interests, without prior written consent. 10. Termination ● Either party may terminate this agreement with one month’s written notice or payment in lieu of notice. ● The Company may terminate without notice in cases of gross misconduct or breach of this agreement. 11. Reimbursement of Expenses Approved business expenses shall be reimbursed upon submission of valid receipts and management approval. 12. Governing Law and Jurisdiction This Agreement shall be governed by the laws of Sri Lanka. Any dispute shall be resolved by the courts of Colombo. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. For and on behalf of NextNode Technologies (Pvt) Ltd Signature: ___________________________ Name: Dilini Perera Title: Director Date: 1st May 2025 Employee Signature: ___________________________ Name: Ranuka Sanjeewa Date: 1st May 2025

[Assistant] {"clause_text": "Medical benefits are covered 100% by the company.", "clause_type": "Health Benefits", "compliance_status": "Compliant", "legal_justification": "Goes beyond statutory health minimums, favorable for employee."}


[System] You are a legal document analyzer. Extract and classify legal clauses from the given text. Return the information in a structured JSON format.

[User] Extract and classify the legal clause from this contract: EX-10.20 6 sncr-123122xex1020chrishil.htm EX-10.20 Exhibit 10.20 April 30, 2021 Christopher Hill [Delivered Electronically] Re: Executive Employment Letter Dear Chris, As an Executive Vice President of the Company , I am pleased to inform you that you have been identiﬁed as a Tier One Executive and ofﬁcer of the Company . Your employment will be governed by the terms and conditions of the Tier One Executive Employment Plan, a copy of which is attached hereto. As such, you will now receive the beneﬁts and be subject to the obligations set forth in the attached Plan. Please be aware that you still retain the option, as does the Company , of ending your employment at any time, with or without notice and with or without cause. As such, your employment is at-will and neither this nor any other oral or written representations may be considered a contract for any speciﬁc period of time. We are excited about you being named a Tier One Executive and ofﬁcer , and look forward to your contributions to the Synchron oss mission. Please verify the acce ptance of your role as a Tier One Executive and ofﬁcer by signing below and indicating the date on which you signed. Should you have any questions, please do not hesitate to contact me. Regards, /s/ Jef frey Miller Jeffrey Miller President & CEO Acceptance Signature Date19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 1/1519/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 2/15Highly Conﬁdential19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 3/15TIER ONE EXECUTIVE EMPLOYMENT PLAN In addition to the terms of your offer letter or executive employment letter (“Offer Letter”) with Synchronoss Technologies, Inc., a Delaware corporation (the “Company”), the employment of each Tier One Executive (“Executive”) shall be governed by the terms and conditions set forth in this Tier One Executive Employment Plan (the “Plan”). 1. Scope of Employment. (a) Position and Compensation . Executive shall be employed by the Company in the position and at the location provided in the Of fer Letter and at the base salary and annual target bonus percentage set forth in the Of fer Letter . Executive shall not be entitled to an incentive bonus if Executive is not employed by the Company on the last day of the ﬁscal year for which such bonus is payable. Any bonus for a ﬁscal year shall be paid within 2½ months after the close of that ﬁscal year . The determinations of the Company’ s Board of Directors or its Compensation Committee with respect to such bonus shall be ﬁnal and binding. The Of fer Letter shall also include any initial equity awards to be granted to the Executive, which shall be governed by the respective equity award agreement of the Company . (b) Obligations to the Company . During Employment, Executive (i) shall devote substantially all of Executive’ s full business efforts and time to the Com pany , (ii) shall not engage in any other employment, consulting or other business activity that would create a conﬂict of interest with the Company , (iii) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company , (iv) shall comply with the Company’ s policies and rules, as they may be in effect from time to time and (v) shall comply with the Proprietary Information and Inventions Agreement. This provision shall not restrict Executive’ s ability to sit on one non-proﬁt board and, subject to review and written approval by the CEO, Executive may request to sit on one corporate board. (c) No Conﬂicting Obligations . Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’ s obligat ions hereunder . Executive represent s and warrants that he will not use or disclose, in connection with Executive’ s Employment, any trade secrets or other proprietary information or intellectual property in which Executive or any other person has any right, title or interest and that Executive’ s Employment will not infringe or violate the rights of any other person. Executive represents and warrants to the Company that he has returned all property and conﬁdential information belonging to any prior employer . (d) Indemniﬁcation/D&O Insurance. To the maximum extent permitted by applicable law and the Company’ s by-laws, the Company shall indemnify Executive for all acts and omissions by him and any action on his part while acting in such capacity , and for losses that arise from serving at the request of the Company or a subsidiary thereof as a director , ofﬁcer , employee or agent of another corporation, partnership, joint19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 4/15venture, trust, employee beneﬁt plan or other enterprise. Executive shall be covered by directors’ and ofﬁcers’ liability insurance on a basis no less favorable than provided to directors and ofﬁcers of the Company , including “tail” coverage. 2. Paid Time Off and Employee Beneﬁts. During Executive’ s Employment, Executive shall be eligible for paid time off in accordance with the Company’ s paid time off policy , as it may be amended from time to time, with a minimum of 20 paid time off days per year (accruing for each year on the ﬁrst day of such year), and any United States Company-wide holidays; provided, however , Execut ive shall not be entitled to carry over any paid time off days from year to year. During Executive’ s Employment, Executive shall be eligible to participate in the employee beneﬁt plans maintained by the Company , subject in each case to the terms and conditions of the plan in question. 3. Business Expenses. During Executive’ s Employment, Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with Executive’ s duties hereunder . The Company shall reimburse Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’ s generally applicable policies. Notwithstanding anything to the contrary herein, except to the extent any expense or reimbursement provided hereunder does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount of expenses eligible for reimbursement provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind beneﬁts provided to Executive in any other calendar year, (b) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (c) the right to payment or reimbursement hereunder may not be liquidated or exchanged for any other beneﬁt. 4. Termination. (a) Termination of Employment . The Company may terminate Executive’ s Employment at any time and for any reason (or no reason), and with or without Cause, by giving Executive 30 days’ advance notice in writing. Executive may terminate Executive’ s Employment by giving the Company 30 days’ advance notice in writing. The Company shall have the right at any time during such 30-day period, to relieve Executive of Executive’ s ofﬁces, duties and responsibilities and place him on a paid leave-of- absence status, provided that during such notice period, Executive shall remain a full- time employee of the Company and shall continue to receive Executive’ s then current salary compensation and other beneﬁts as provided herein. Executive’ s Employment shall terminate automatically in the event of Executive’ s death. The termination of Executive’ s Employm ent shall not limit or otherwise af fect Executive’ s obligations under Section 6. (b) Rights Upon Termination . Upon Executive’ s termination of Employment for any reason, Executive shall be entitled to the compensation, beneﬁts and reimbursements described in Executive’ s Offer Letter or hereunder for the period precedin g the effective date of such termination or otherwise accrued before such termination. Upon the19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 5/15termination of Executive’ s Employment under certain circumstances, Executive may be entitled to additional severance pay beneﬁts as described in Section 6. The payments hereunder shall fully discharge all responsibilities of the Company to Executive. (c) Rights Upon Death . If Executive’ s Employment ends due to death, (A) Executive’ s estate shall be entitled to receive an amount equal to Executive’ s target bonus for the ﬁscal year in which Executive’ s death occurred (or, if greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (B) all stock options, shares of restricted stock (other than performanc e-related restricted stock), and other time-based equity awards granted by the Company and held by Executive at the time of his death shall be fully vested. All amounts under this Section 4(c) shall be paid no later than the date regular employees are paid their bonuses. (d) Rights Upon Permanent Disabil ity. If Executive’ s Employment ends due to Permanent Disability and a Separation occurs, (I) Executive shall be entitled to receive (i) an amount equal to Executive’ s Target Bonus for the ﬁscal year in which Executive’ s Employment ended (or, if reasonably ascertainable and greater , the bonus amount determined based on the applicable factors and actual performance for such ﬁscal year), prorated based on the number of days he was employed by the Company during that ﬁscal year, and (ii) a lump sum amount equal to the product of (A) 24 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligib le dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation, and (II) all stock options, shares of restricted stock (other than performance-related restricted stock) and other time-based equity awards granted by the Company and held by Executive shall be fully vested as of the date of Executive’ s Separation. The amounts payable under this Sectio n 5(e) shall be paid no later 60 days after Executive’ s Separation. 5. Termination Beneﬁts. (a) Preconditions . Any other provision of this Plan notwithstanding, Subsections (b) and (c) below shall not apply unless Executive: (i) Has executed (or, with respect to Section 4(d), the executor or Executive’ s estate has executed) a general release of all claims Executive (or Executive’ s executor or estate) may have against the Company or persons afﬁliated with the Company (substantially in the form attached hereto as Exhibit A) (the “Release”); (ii) Complies with Executive’ s obligations under Section 6 below; (iii) Has returned all property of the Company in Executive’ s possession; and (iv) If requested by the Board, has resigned as a member of the Board and as a member of the boards of directors of all subsidiaries of the Company , to the extent applicable. Executive must execute and return the Release within the period of time set forth in the Release (the “Release Deadline”). The Release Deadline will in no event be later than19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 6/1550 days after Executive’ s Separation. If Executive fails to return the Release on or before the Release Deadline or if Executive revokes the Release, then Executive will not be entitled to the beneﬁts described in this Section 5. (b) Severance Pay in the Absence of a Change in Control . If, during Executive’ s employment with the Company and not at a time described in subsection (c) below , Executive resigns Executive’ s Empl oyment for Good Reason and a Separation occurs, or the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disability and a Separation occurs, then the Company shall pay Executive a lump sum severance payment equal to (i) one and one-half times Executive’ s Base Salary in effect at the time of the termination of Employment and one and one-half times Executive’ s average annual bonus based on the actual amounts received in the immediately preceding two years, and (ii) the product of (A) 12 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligib le dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation. In the event that Executive Employment is terminated for a reason other than death, Cause or Permanent Disability or Executive resigns Executive’ s Employment for Good Reason under this Subsection (b) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of termination if such termination under this Subsection (b) occurs in the ﬁrst year of employment with the Company and the actual bonus Executive received during the ﬁrst year of employment with the Company if such termination under this Subsection (b) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (b) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the Worker Adjustment and Retraining Notiﬁcation Act). (c) Severance Pay in Connection with a Change in Control . If, during Executive’ s employment with the Company and within (i) 120 days prior to or (ii) 24 months following a Change in Control, Executive is subject to an Involuntary Termination, then (i) the Company shall pay Executive a lump sum severance payment equal to (x) two times Executive’ s Base Salary in effect at the time of the termination of Employment plus two times Executive’ s average bonus received in the immediately preceding two years, and (y) a lump sum amount equal to the product of (A) 18 and (B) the monthly amount the Company was paying on behalf of Executive and Executive’ s eligible dependents with respect to the Company’ s health insurance plans in which Executive and Executive’ s eligible dependents were participants as of the date of Separation and (ii) all stock options, shares of restricted stock (other than performance-related restricted stock that is tied to performance after the Change in Control), and other time-based equity awards) granted by the Company and held by Executive shall be fully vested as of the date of the Involuntary Termination. In the event that Executive is subject to an Involuntary Termination under this Subsection (c) within two years after commencement of employment with the Company , then in lieu of using the average bonus received in the immediately preceding two years for the above calculation, such calculation shall use Executive’ s Target Bonus in the year of the Involuntary Termination if such termination under this Subsection (c) occurs in the ﬁrst year of employment with the Company and19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 7/15the actual bonus Executive received during the ﬁrst year of employment with the Company if such termination under this Subsection (c) occurs in the second year of employment with the Company . However , the amount of the severance payment under this Subsection (c) shall be reduced by the amount of any severance pay or pay in lieu of notice that Executive receives from the Company under a federal or state statute (including, without limitation, the Worker Adjustment and Retraining Notiﬁcation Act). (d) Commencement of Severance Payments . Payment of the severance pay provided for hereunder will be made no later than the ﬁrst regularly scheduled payroll date that occurs no later than 50 days after Executive’ s Separation, but only if Executive has complied with the release and other preconditions set forth in Subsection (a) (to the extent applicable). However , except as provided in the next following sentence, if the 50-day period described in Section 5(a) spans two calendar years, then the payment will be made on the ﬁrst payroll date in the second calendar year following expiration of the applicable revocation period. In the event that Executive experiences an Involuntary Termination immediately at or after a Change in Control, the Company shall work with the surviving company to ensure that any payments due to Executive under subsection (c) above be paid upon the closing of the Change in Control. In addition, if at any time the parties agree that a Good Reason arises after the Change in Control and severance is due to Executive under subsection (c), the Company shall work with the surviving company to insure that any such payments due to Executive are paid promptly after such Good Reason arises. (e) Section 409A . This Plan shall be construed consistently with the intent that all payments hereunder shall be exempt from the requirements of Section 409A of the Code by reason of the “short-term” deferral exemption or a different exemption. Each payment made under this Plan shall be treated as a separate payment and the right to a series of installment payments under this Plan is to be treated as a right to a series of separate payments. If the Company determines that Executive is a “speciﬁed employee” under Section 409A(a)(2)(B)(i) of the Code at the time of Executive’ s Separatio n, then (i) payment of any “nonqualiﬁed deferred compensation” (within the meaning of Section 409A) that is payable to Executive upon Separation shall be delayed until the ﬁrst business day following (A) expiration of the six-month period measured from Executive’ s Separation, or (B) the date of Executive’ s death, and (ii) the installments that otherwise would have been paid prior to such date will be paid in a lump sum when such payments commence. 6. Protective Covenants. (a) Non–Competition. As one of the Company’ s executive and management personnel and ofﬁcer , Executive has acquired extensive and valuable knowledge and conﬁdential information concerning the busines s of the Company , including certain trade secrets the Company wishes to protect. Executive further acknowledges that during Executive’ s employment he will have access to and knowledge of Proprietary Information. To protect the Company’ s Proprietary Information, and in consideration of the terms of this Plan, Executive agrees that during Executive’ s employment with the Company and for a period of twelve (12) months after the termination of Executive’ s employment with the Company for any reason, whether hereunder or otherwise (the “Restricted Period”), Executive will not without the Company’ s approval (which shall not be unreasonably19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 8/15withheld), directly or indirectly engage in (whether as an employee, consultant, proprietor , partner , director or otherwise), have any ownership interest in, or particip ate in the ﬁnancing, operation, management or control of, any person, ﬁrm, corporation or business that engages in a Restricted Business in a Restricted Territory . It is agreed that ownership of (i) no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation or (ii) any stock he presently owns shall not constitute a violation of this Section. (b) Non-Solicitation and Non-Servicing . During Executive’ s employment with the Company and continuing for a period of twelve (12) months after termin ation of Executive’ s employment with the Company for any reason, whether under this Agree ment or otherwise, Executive shall not directly or indirectly , personally or through others, (i) attempt in any manner to solicit, persuade or induce any Client of the Company to terminate, reduce or refrain from renewing or extending its contractual or other relationship with the Company in regard to the purchase or licensing of products or services manufactured, marketed, licensed or sold by the Company , or to become a Client of or enter into any contractual or other relationship with Executive or any other individual, person or entity in regard to the purchase or license of products or services similar or identical to those manufactured, marketed or sold by the Company; or (ii) attempt in any manner to solicit, persuade or induce any individual, person or entity which is, or at any time during Executive’ s employment with the Company was, a supplier of any product or service to the Company or vendor of the Company (whether as a distributor , agent, employee or otherwise) to terminate, reduce or refrain from renewing or extending Executive’ s, Executive’ s contractual or other relationship with the Company; provided, however , this subparagraph (ii) shall not apply to any employee of the Company who reports in to Executive’ s organization, was recommended by Executive and had worked with Executive at at least two prior organizations; or (iii) render to or for any Client any services of the type rendered by the Company; or (iv) employ as an employee or retain as a consultant any person who is then, or at any time during the preceding twelve months was, an employee of or consultant to the Company (unless the Company had terminated the employment or engagement of such employee or exclusive consultant prior to the time of the alleged prohibited conduct), or persuade or attempt to persuade any employee of or consultant to the Company to leave the employ of the Company or to breach any service arrangement with the Company . (c) Non-Disclosure . Executive has entered into a Proprietary Information and Inventions Agreement with the Company , which is incorporated herein by reference. (d) Reasonable . Executive agrees and acknowledges that the time limitation on the restrictions in this Section 6, combin ed with the geographic scope, is reasonable. Executive also acknowledges and agrees that this provision is reasonably necessary for the protection of Proprietary Information, that through Executive’ s employment he shall receive adequate consideration for any loss of opportunity associated with the provisions herein, and that these provisions provide a reasonable way of protecting the Company’ s19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 9/15business value which will be imparted to him. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable becaus e it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 7. Successors. (a) Company’ s Successors . This Plan shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger , consolida tion, liquidation or otherwise) to all or substantially all of the Company’ s business and/or assets. For all purposes hereunder , the term “Company” shall include any successor to the Company’ s business and/or assets which becomes bound by this Plan. (b) Employee’ s Successors . This Plan and all rights of Executive hereunder shall inure to the beneﬁt of, and be enforceable by, Executive’ s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 8. Taxes. (a) Withholding Taxes . All payments made hereunder shall be subject to reduction to reﬂect applicable withholding and payroll taxes or other deductions required to be withheld by law . (b) Tax Advice . Executive is encouraged to obtain Executive’ s own tax advice regarding Executive’ s compensation from the Company . Executive agrees that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’ s tax liabilities, and Executive shall not make any claim against the Company or the Board related to tax liabilities arising from Executive’ s compensation. (c) Parachute Taxes . Notwithstanding anything in this Plan to the contrary , if it shall be determined that any payment or distribution by the Company to or for the beneﬁt of Executive, whether paid or payable or distributed or distributable pursuant to the terms hereunder or otherwise (“Total Payments”) to be made to Executive would otherwise exceed the amount (the “Safe Harbor Amount”) that could be received by Executive without the imposition of an excise tax under Section 4999 of Code, then the Total Payments shall be reduced to the Safe Harbor Amount 9f (and only if) the Safe Harbor Amount (net of applicable taxes) is greater than the net amount payable to Executiv e after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. All determinations to be made under this subparagraph (c) shall be made by a public accounting ﬁrm selected by the Company before the date of the Change in Control (the “Accounting Firm”). In determining whether such Beneﬁt Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigne d to the restrictive covenants in effect for Executive pursuant to Section 6 above, and the amount of Executive’ s potential parachute paym ent under Section 280G of the Code shall be reduced by the value of those restrictive covenants and all other permissible adjustments to the extent consistent with Section 280G of the Code and the regulations thereunder . To the extent a reduction to the Total Payments is required to be made in accordance with this subparagraph (c), such reduction and/or cancellation of acceleration19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 10/15of equity awards shall occur in the order that provides the maximum economic beneﬁt to Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic beneﬁt to Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this subparagraph (c) shall be borne solely by the Company . 9. Deﬁnitions. (a) Cause . For all purposes under this Plan, “Cause” shall mean: (i) An intentional and unauthorized use or disclosure by Executive of the Company’ s conﬁdential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) A material breach by Executive of any material agreement between Executive and the Company; (iii) A material failure by Executive to comply with the Company’ s written policies or rules; (iv) Executive’ s conviction of, indictment for or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof; (v) Executive’ s gross negligence or willful misconduct which causes material harm to the Company; (vi) A continued failure by Executive to perform reasonably assigned duties after receiving written notiﬁcation of such failure from the Board (other than by reason of Executive’ s physical or mental illness, incapacity or disability); or (vii) A failure by Executive to cooperat e in good faith with a governmental or internal investigation of the Company or its directors, ofﬁcers or empl oyees, if the Company has requested in writing Executive’ s cooperation, and Executive has not cooperated in good faith within 5 business days. With respect to subparagraphs (ii), (iii) or (vi), the Company shall not have the right to terminate Executive for Cause if Executive cures the breach or failure within 30 days of the Company’ s written notice to Executive of such breach or failure. (b) Change in Control . For all purposes under this Plan, “Change in Control” shall mean the occurrence of: (i) The acquisition, by a person or persons acting as a group, of the Company\'s stock that, together with other stock held by such person or group,19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 11/15constitutes more than 50% of the total fair market value or total voting power of the Company; (ii) The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of 30% or more of the total voting power of the Company; (iii) The replacement of a majority of the members of the Board, during any 12-month period, by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of such appointment or election; or (iv) The acquisition, during a 12-month period ending on the date of the most recent acquisition, by a person or persons acting as a group, of the Company\'s assets having a total gross fair market value (determined without regard to any liabilities associated with such assets) of 80% or more of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualiﬁes as an event under Treas. Reg. §1.409A-3(i)(5)(v) (change in the ownership of a corporation), Treas. Reg. §1.409A-3(i)(5)(vi) (change in the ef fective control of a corporation), or Treas. Reg. §1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation\'s assets). (c) Client. For all purposes under this Plan, “Client” shall mean (i) anyone who is a client of the Company as of, or at any time during the one-year period immediately preceding, the termination of Executive’ s employment, but only if Executive had a direct relationship with, supervisory responsibility for or otherwise were involved with such client during Executive’ s employment with the Company and (ii) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time during the one-year period immediately preceding, or six-month period immediately following, Executive’ s employment termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the termination date, and only if Executive participated in or supervised such presentation and/or its preparation or the discussions leading up to it). (d) Code . For all purposes under this Plan, “Code” shall mean the Internal Revenue Code of 1986, as amended. (e) Company . For all purposes under this Plan, “Company” shall include Synchronoss Technologies, Inc. and all of its subsidiaries and afﬁliates. (f) Good Reason . For all purposes under this Plan, “Good Reason” shall mean: (i) a material dimunition in Executive’ s authorities, duties or responsibilities; (ii) a reduction in Executive’ s base salary by more than 10% unless pursuant to a Company-wide salary reduction af fecting all Executives proportionately; (iii) relocation of Executive’ s principal workplace that results in an increase to Executive’ s commute by more than 50 miles;19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 12/15(iv) a material reduction in the kind or level of incentive compensation or employee beneﬁts to which Executive is entitled immediately prior to such reduction with the result that Executive’ s overall compensation and beneﬁts package is signiﬁcantly reduced, unless such reduction occurs solely as a result of a reduction in the kind or level of employee beneﬁts of employees that applies for all employees of the Company; or (v) a material breach by the Company of this Agreement. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days Executive has knowledge of such condition and the Company fails to remedy such condition (or in the case of (v) remedy such breach) within 30 days after receiving Executive’ s written notice. In addition, Executive’ s resignation must occur within 12 months after Executive has knowledge of such condition. (g) Involuntary Termination . For all purposes under this Plan, “Involuntary Termination” shall mean either (i) the Company terminates Executive’ s Employment with the Company for a reason other than death, Cause or Permanent Disabilit y and a Separation occurs, or (ii) Executive resigns Executive’ s Employment for Good Reason and a Separation occurs. (h) Permanent Disability . For all purposes under this Plan, “Permanent Disability” shall mean, in the reasonable determination by the Compensation Committee, Executive’ s inability to perform the essential functions of Executive’ s position, with or without reasonable accommodation, for a period of at least 180 consecutive days becaus e of a physical or mental impairment. (i) Proprietary Information . For all purposes under this Plan, “Proprietary Information” shall mean any and all conﬁdential and/or proprietary knowledge, data or information of the Company . By way of illustration but not limitation, Proprietary Information includes (i) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how , improvements, discoveries, developments, designs and techniques; and (ii) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished ﬁnancial statements, licenses, prices and costs, suppliers and customers; and (iii) information regarding the skills and compensation of other employees of the Company . (j) Restricted Business . For all purposes under this Plan, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other process, system, product, or service marketed, sold or under development by the Company (and expected to reach market before the end of the Restricted Period) at the time Executive’ s employment with the Company ends, whether during or after the Term. (k) Restricted Territory . For all purposes under this Plan, “Restricted Territory” shall mean any state, county , or locality in the United States or around the world in which the Company conducts business. (l) Separation . For all purposes under this Plan, “Separation” means a “separation from service,” as deﬁned in the regulations under Section 409A of the Code.19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 13/15(m) Solicit. For all purposes under this Plan, “solicit” shall mean (i) active solicitation of any Client or Company employee (but not general marketing of a product, service or open position not targeted at such employee); (ii) the provision of information regarding any Client or Company employee to any third party where such information could be useful to such third party in attempting to obtain business from such Client or attempting to hire any such Company employee; (iii) participation in any meetings, discu ssions, or other communications with any third party regarding any Client or Company employee where the purpose or effect of such meeting, discussion or communication is to obtain business from such Client or employ such Company employee; and (iv) any other passive use of information about any Client or Company employee which has the purpose or effect of assisting a third party or causing harm to the business of the Company . 10. Miscellaneous Provisions. (a) Notice . Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered, when delivered by FedEx with delivery charges prepaid, or when mailed by U.S. registered or certiﬁed mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to him at the home address that he most recently communicated to the Company in writing. In the case of the Company , mailed notices shall be addressed to its corporate headquarters, and all notices shall be direc ted to the attention of its Secretary . (b) Modiﬁcations and Waivers . No provision of this Plan shall be modiﬁed, waived or discharged unless the modiﬁcation, waiver or discharge is agreed to in writing and signed by Executive and by an authorized ofﬁcer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement . This Plan and the Proprietary Information and Inventions Agreement supersede and replace any prior agreements, representations or understandings (whether oral or written and whether express or implied) between Executive and the Company and constitute the complete agreement between Executive and the Company regarding the subject matter set forth herein; provided that nothing in this Agreement shall supersede an express promise made by the Company in Executive’ s Offer Letter . (d) Choice of Law and Severability . This Plan shall be interpreted in accordance with the laws of the State of New Jersey (except their provisions governing the choice of law). If any provision of this Plan becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provisio n shall be stricken and the remainder of this Plan shall continue in full force and effect. If any provision of this Plan is rendered illegal by any present or future statute, law, ordinance or regulation (collectively the “Law”), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 14/15the Law . All the other terms and provisions of this Plan shall continue in full force and ef fect without impairment or limitation. (e) No Assignment . This Plan and all rights and obligations of Executive hereunder are personal to Executive and may not be transferred or assigned by Execut ive at any time. The Company may assign its rights under this Plan to any entity that assumes the Company’ s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’ s assets to such entity . (f) Survival. The rights and obligations of the parties under the provisions of this Plant (including without limitation Section 6 shall survive, and remaining binding and enforceable, notwithstanding the termination of Executive’ s employment hereunder or otherwise, to the extent necessary to preserve the intended beneﬁts of such provision.19/04/2025, 18:33 Document https://mcc.law.stanford.edu/capi/ﬁle/1029635 15/15

[Assistant] {"clause_text": "Company reserves the right to withhold bonuses during notice period.", "clause_type": "Bonus", "compliance_status": "Non-Compliant", "legal_justification": "Bonuses tied to performance should be prorated even during notice."}