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[User] Extract and classify the legal clause from this contract: EX-10.22 7 sncr-123122xex1022minalack.htm EX-10.22 Exhibit 10.22 November 2, 2022 Mina Lackner (delivered electronically) Re: Appointment CHRO Position Dear Mina, On behalf of Synchronoss Technologies, Inc. (the “Company”), I am pleased to advise you that the Board of Directors of the Company (the “Board”) has appointed you as Chief Human Resources Ofﬁcer and SVP effective as of November 2, 2022. Your annual base salary will remain at $285,000 less all applicable taxes and withholdings. Your annual target bonus opportunity (“TBO”) will remain at 50% of your annual base salary . In addition, I am pleased to inform you that you have been identiﬁed as a Tier One Executive 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 look forward to your contributions to the Synchronoss mission. Please verify the acceptance of your role as a Tier One Executive by signing below and indicating the date on which you signed. Congratulations on this appointme nt, and I want to thank you for your contributions and dedication on behalf of our customers, shareholders, and employees. I look forward to continuing to work with you as we build a stronger and more successful company . Sincerely , /s/ Jef f Miller Jeff Miller President & Chief Executive Ofﬁcer ACKNOWLEDGED AND AGREED: /s/ Mina Lackner Mina Lackner19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 1/13TIER ONE EXECUTIVE EMPLOYMENT PLAN In addition to the terms of your offer letter or executive employment letter (“Offer Letter”) with Synchronoss Technolo gies, Inc., a Delaware corporation (the “Company”), the employment of each Tier One Executive (“Executive”) shall be gover ned by the terms and conditions set forth in this Tier One Executive Employment Plan (the “Plan”). Scope of Employment. (a)Position and Compensation . Executive shall be employed by the Company in the position and at the location provided in the Offer Letter and at the base salary and annual target bonus percentage set forth in the Offer 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 Offer 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 Company , (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 comp ly with the Proprietary Information and Inventions Agreeme nt. 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. 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 obligations hereunder . Executive represents and warrants that he will not use or disclose, in connection with Exec utive’ s Employment, any trade secrets or other proprietary information or intellectual property in which Executive or any other perso n 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, joint venture, 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. 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 , Executive shall not be entitled to carry over any paid time of f19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 2/13days 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. 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 exten t 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 reimbursem ent 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 reimburseme nt hereunder may not be liquidated or exchanged for any other beneﬁt. Termination. 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 Compan y and shall continue to receive Executive’ s then current salary compensation and other beneﬁts as provided herein. Executive’ s Employment shall termi nate automatically in the event of Executive’ s death. The termination of Executive’ s Employme nt shall not limit or otherwise affect Executive’ s obligations under Section 6. 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 preceding the effective date of such termination or otherwise accrued before such termination. Upon the termination 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. 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 performance-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. Rights Upon Permanent Disability . 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 Employment19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 3/13ended (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 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 restric ted 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 Section 5(e) shall be paid no later 60 days after Executive’ s Separation. Termination Beneﬁts. Preconditions . Any other provision of this Plan notwithstanding, Subsections (b) and (c) below shall not apply unless Executive: 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”); Complies with Executive’ s obligations under Section 6 below; Has returned all property of the Company in Executive’ s possession; and 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 even t be later than 50 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. 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 Employment 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 immediatel y 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 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. In the event that Exec utive 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 with19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 4/1319/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 5/13the 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 W orker Adjustment and Retraining Notiﬁcation Act). 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 and the 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). 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 Compa ny shall work with the surviving company to insure that any such payments due to Executive are paid promptly after such Good Reason arises. 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 Section19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 6/13409A(a)(2)(B)(i) of the Code at the time of Executive’ s Separation, 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. Protective Covenants. Non–Competition. As one of the Company’ s executi ve and management personnel and ofﬁcer , Executive has acquired extensive and valuable knowledge and conﬁdential information concerning the business of the Com pany , 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 Propr ietary 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 unreasonably withheld), directly or indirectly engage in (whether as an employee, consultant, proprietor , partner , director or otherwise), have any ownership interest in, or participate 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. Non-Solicitation and Non-Servicing . During Executive’ s employment with the Company and continuing for a period of twelve (12) months after termination of Execu tive’s employment with the Company for any reason, wheth er under this Agreement or otherwi se, 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 Execut ive 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; or19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 7/13(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 . Non-Disclosure . Executive has entered into a Proprietary Information and Inventions Agreement with the Company , which is incorporated herein by reference. Reasonable . Executive agrees and acknowledges that the time limitation on the restrictions in this Section 6, combined 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’ s business 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 because 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. Successors. Company’ s Successors . This Plan shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger , consolidation, 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. Employee’ s Successors . This Plan and all rights of Execut ive 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. Taxes. Withholding T axes . 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 . 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. 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 Executive after taking into19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 8/13account 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 assigned to the restrictive covenants in effect for Executive pursuant to Section 6 above, and the amount of Executive’ s potential parachute payment 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 there under . 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 acceleration of 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 . Deﬁnitions. Cause . For all purposes under this Plan, “Cause” shall mean: 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; A material breach by Executive of any material agreement between Executive and the Company; A material failure by Executive to comply with the Company’ s written policies or rules; 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; Executive’ s gross negligence or willful misconduct which causes material harm to the Company; 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 A failure by Executive to cooperate in good faith with a governmental or internal investigation of the Company or its directors, ofﬁce rs or employees, 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. Change in Control . For all purposes under this Plan, “Change in Control” shall mean the occurrence of:19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 9/13(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, constitutes 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 effective 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). 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 imme diately 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). Code . For all purposes under this Plan, “Code” shall mean the Internal Revenue Code of 1986, as amended. Company . For all purposes under this Plan, “Company” shall include Synchronoss Technologies, Inc. and all of its subsidiaries and afﬁliates. Good Reason . For all purposes under this Plan, “Good Reason” shall mean: a material dimunition in Executive’ s authorities, duties or responsibilities; a reduction in Executive’ s base salary by more than 10% unless pursuant to a Company- wide salary reduction af fecting all Executives proportionately; relocation of Executive’ s principal workplace that results in an increase to Executive’ s commute by more than 50 miles; 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 that19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 10/1319/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 11/13Executive’ 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 a material breach by the Company of this Agreement. A condition shall not be considered “Good Reason” unless Executiv e 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, Execu tive’s resignation must occur within 12 months after Executive has knowledge of such condition. 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 Disability and a Separation occurs, or (ii) Executive resigns Executive’ s Employment for Good Reason and a Separation occurs. 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 because of a physical or mental impairment. 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 . Restricted Business . For all purposes under this Plan, “Restricted Business” shall mean the design, development, marketing or sales of software, or any other proce ss, 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. 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. Separation . For all purposes under this Plan, “Separation” means a “separation from service,” as deﬁned in the regulations under Section 409A of the Code. Solicit. For all purposes under this Plan, “solicit” shall mean (i) active solicitatio n 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, discussions, 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 from19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 12/13such 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 . Miscellaneous Provisions. Notice . Notices and all other communicatio ns 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 notice s shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary . 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. 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 . 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 provision shall be stricken and the remain der 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 with the Law. All the other terms and provisions of this Plan shall continue in full force and ef fect without impairment or limitation. No Assignment . This Plan and all rights and obligations of Executive hereunder are personal to Executive and may not be transferred or assigned by Executive 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 . 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 hereunde r or otherwise, to the extent necessary to preserve the intended beneﬁts of such provision.19/04/2025, 18:32 Document https://mcc.law.stanford.edu/capi/ﬁle/1029636 13/13

[Assistant] {"clause_text": "The employee agrees not to engage with competitors for 12 months post-employment.", "clause_type": "Non-Compete", "compliance_status": "Compliant", "legal_justification": "Reasonable post-employment restriction protecting employer interests."}


[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-10.30 12 bbwi128202310kexhibit1030.htm OFFER LETTER BETWEEN THE COMP ANY AND MICHAEL WU Exhibit 10.30 image_02.jpg April 19, 2021 Michael Wu [***] [***] Dear Michael, Congratulations! I am thrilled to present you with this formal invitation to join L Brands as Chief Legal Ofﬁcer. Onto the speciﬁcs: behind this letter you’ll ﬁnd an overview of the compensation and beneﬁts of the offer. Position: Chief Legal Ofﬁcer – L Brands Annual Base Salary: $675,000 Based on your hire date, you will receive your ﬁrst annual review in March/April 2022, and each March/April thereafter, with annual adjustments based on: (1)Your performance (2)Company Performance & Market Conditions Start Date: To Be Determined Location: It is understood that the Chief Legal Ofﬁcer at L Brands is based in Columbus, OH. As such, it is understood and agreed that you will be on site in our ofﬁces during business hours and as needed for activities that may develop outside of normal business hours (subject to any restrictions imposed in relation to COVID-19). Exceptions to this must be approved by Human Resources and Andrew Meslow. It is understood and agreed that your relocation will be completed no later than June 2022 (subject to any restrictions imposed in relation to COVID-19). The speciﬁc relocation beneﬁts provided to you will be consistent with the relocation policy at the time of initiation. The Company will cover the costs of any business trips to the Columbus area prior to your relocation. Incentive Compensation: You will be eligible to participate in the Company’s Incentive Compensation (cash bonus) program, beginning with the Spring 2021 season. Your initial annual target level is 80% of your annual base salary. Except for the ﬁrst season’s IC payment as described below, participation in the Company’s Incentive Compensation (IC) program does not guarantee or give rise to a legitimate expectation of any entitlement to a payout. All payments under the program are determined by the Board of Directors of the Company’s parent and are based on Bath & Body Works proﬁt results and can vary from zero (0) to a maximum of double your target level. In calculating your annual IC payout, the year is divided into two seasons with 40% of your annual IC, if any, paid for the spring season and 60% of your annual IC, if any, paid for the fall season. For the Spring 2021 season, your IC payout was guaranteed at a minimum of par ($216,000); in the event Company performance exceeds target, you will be eligible for a payout up to two times of target ($432,000).16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 1/416/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 2/4 Equity Awards: Pursuant to the terms of the L Brands Stock Option and Incentive Plan, as amended from time to time (the “Plan”), upon your hire the Company will recommend to the Human Capital and Compensation Committee of the Board of Directors of the Company’s parent that you be granted $750,000 in a restricted stock grant. Shares will vest 30% on the ﬁrst anniversary of the award grant date, 30% on the second anniversary of the award grant date, and 40% on the third anniversary of the award grant date and will convert to L Brands common stock upon vesting. All future grants will be made commensurate with your position and performance. Your entitlement to receive any future stock award is conditional upon the terms of the Plan and your continuing employment with the Company. Sign-on Bonus: A cash sign-on bonus totaling $250,000 will be paid within two weeks of your start date and is subject to the terms and conditions contained in the enclosed Sign-On Bonus Agreement entered between you and the company. Relocation: This offer is contingent upon your future relocation to Columbus, OH which should be completed no later June 2022 (subject to any restrictions imposed in relation to COVID19). Your relocation will be executed under the provisions of the Company’s relocation policy. In addition, you have received and understand the Relocation Policy and agree that if you voluntarily resign or you are terminated for misconduct prior to the ﬁrst anniversary of your initiation date into the relocation program, you will reimburse the Company for all costs related to your relocation and if said resignation or termination occurs after the ﬁrst anniversary of your initiation into the relocation program but prior to the second anniversary, you will reimburse the Company an amount equal to one-half of all costs related to your relocation. Relocation costs include, but are not limited to, actual costs as well as any relocation bonuses. Per our mutual agreement, the Company will cover the cost of four (4) round-trip visits to Columbus for you and your family prior to your relocation to the area. Beneﬁts: We offer a comprehensive beneﬁts program that is very competitive within the retail industry. During the interview process, you were provided a copy of the Beneﬁts Overview. The Beneﬁts Overview highlights the health, welfare and lifestyle beneﬁts you will receive as a Chief Legal Ofﬁcer at the Company. For more information on our US Health Beneﬁts and Executive Beneﬁts. Severance: In the event of a termination of employment by LB, or Bath and Body Works, other than for “cause”, other than during the 24-month period following a “change in control” (as deﬁned in the L Brands stock plan*), subject to the execution and nonrevocation of a general waiver and release of claims, you will be entitled to receive: (i) continued payment of your base salary for 24 months following the termination date, (ii) the actual incentive compensation you would have received if you had remained an employee of LB for one year following the termination date and (iii) for a period of up to 24 months following the termination of employment (or earlier if you become subsequently employed), LB will provide you and your beneﬁciaries medical and dental beneﬁts substantially similar in the aggregate to those provided prior to the date of termination. In addition, if such termination of employment occurs within the 24-month period following a “change in control”, subject to the execution and nonrevocation of a general waiver and release of claims, you will be entitled to receive: (i) an amount equal to two times your base salary,16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 3/4 (ii) an amount equal to the sum of the last four bonus payments under LB’s incentive compensation program plus a prorated amount for the season in which your employment is terminated (based on the average of such four prior bonus payments) (iii) for a period of 24 months following the termination of employment (or earlier if you become subsequently employed), you and your beneﬁciaries will be entitled to receive medical and dental beneﬁts substantially similar in the aggregate to those provided prior to the date of termination. *Lbrands stock plan can be found here. This offer is based on your representation that you are under no legal impediment to accepting our offer and performing the anticipated services. This offer is contingent upon a mutually agreed upon start date, successful completion of background checking and completion of references. It is understood that you agree to an acceptance date of this offer by Monday, April 19, 2021. This offer is also subject to your agreeing to enter into the attached Conﬁdentiality, Non- Competition and Intellectual Property Agreement. This letter does not constitute an employment contract with you. As set forth in The Guide, our associate handbook, your employment will be at-will. The Company reserves the right to amend, vary or withdraw any compensation, beneﬁt, bonus, equity award or other such programs at any time, in the sole discretion of the Company. All compensation, beneﬁt, bonus, equity award and other such programs are governed by and subject to the ofﬁcial plan documents, award agreements and Board of Directors of the Company’s parent. Upon acceptance of this offer, please sign this letter along with the agreements outlined on the checklist and return them via DocuSign. We want reviewing your offer to be hassle-free, so we are here to answer any questions you may have. Please contact Deon Riley at [***] and she can help clarify any part of your offer. Also, once you accept, we will support you with a comprehensive new hire orientation program, including even more speciﬁc details about beneﬁts. We look forward to having you on the team! Sincerely, I accept this offer as of the date above. /s/ Andrew Meslow /s/ Michael Wu Andrew Meslow Michael Wu Chief Executive Ofﬁcer L Brands and Bath & Body Works 16/04/2025, 06:45 Document https://mcc.law.stanford.edu/capi/ﬁle/1036965 4/4

[Assistant] {"clause_text": "All employment-related disputes shall be resolved exclusively through foreign arbitration.", "clause_type": "Dispute Resolution", "compliance_status": "Non-Compliant", "legal_justification": "Excludes access to local legal remedies."}


[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: Standord, IIL, 35 Edward Ln, Colombo 03, Sri Lanka. PART -TIME STUDENT EMPLOYEE AGREEMENT This Student Employee Agreement is entered into as of 18/01/2025 , by and between Standord , with its principal place of business at IIL, 35 Edward Ln, Colombo, Sri Lanka (hereinafter referred to as the \"Company\"), and Nathaneal Isuru Meththananda of 30/36 E2/1, De Silva Cross Road, Kalubowila holding NIC 200313110359 (hereinafter referred to as the \"Employee\"). 1. Appointment and Scope of Work The Company hereby appoints the employee to the position of Cybersecurity Specialist for the term specified below. The Employee's duties shall encompass all tasks customarily associated with this role, as assigned by the Company. The Employee is obligated to perform all work in accordance with instructions provided by the Company and in li ne with industry standards. The primary responsibilities shall include, but are not limited to, the following. 1. Monitor and analyze system logs and network traffic to identify potential security threats or breaches. 2. Conduct vulnerability assessments and penetration testing to evaluate the security posture of systems and applications. 3. Assist in designing and implementing cybersecurity measures to protect data and infrastructure across AI -related projects. 4. Research emerging cybersecurity threats, tools, and techniques, and recommend proactive measures to mitigate risks. 5. Develop and maintain incident response plans and assist in responding to security incidents or breaches. 6. Collaborate with the team to integrate secure coding practices into AI development workflows. 2 7. Conduct regular audits of third -party tools, software, and systems for compliance with security standards. 8. Educate team members about cybersecurity best practices, including safe handling of sensitive data and secure system usage. 9. Document security protocols, findings from assessments, and recommendations for system improvements. 10. Stay updated on industry trends, frameworks, and tools relevant to AI and cybersecurity. The Employee is expected to perform these duties with a high level of competence, dedication, and adherence to the Company’s goals and standards. The responsibilities outlined above may be adjusted as necessary to meet the evolving needs of the Company. An y job description issued by the Company, whether currently or in the future, shall constitute an integral part of this Employment Contract. 2. Term of Employment The Employment shall commence on 20/01/2025 , and shall continue for a fixed term of 12 months, concluding on 19/01/2026 . The statutory notice period applicable to casual employment relationships shall govern any termination of this Employment. 3. Working Hours The Employee agrees to a regular work schedule of 20 hours per week. The Employee shall also perform additional duties beyond these hours, including on Saturdays, nights, Sundays, or public holidays, if urgently required by the Company’s needs or as directed by the Employee’s supervisor, subject to applicab le law. 4. Prevention from Work In the case of any prevention from work, irrespective of the reason, the company must be notified immediately of the reason for absence. In this regard, the employee shall highlight any urgent work matters. The statutory provisions regarding proof of incap acity for work shall remain unaffected. In cases of illness affecting a child, spouse, or equivalent family member residing in the same 3 household, the Employee is granted leave without continued payment of remuneration, in accordance with Sri Lankan labor law. 5. Compensation and Remuneration The Employee shall receive no monthly remuneration. The Employee is expected to dedicate time and effort, as necessary, to achieve key milestones and goals. There are no performance reviews connected to compensation. Compensation for overtime or additional work will not be applicable unless explicitly agreed in writing by the Employee’s supervisor. Any special payments remain discretionary and shall not create any future legal entitlement. Assignment or pledging of the remuneration, in whole or in part, is prohibited. 6. Equity Allocation 6.1 Equity by Project Equity will be allocated based on the contribution to a specific project, and not to the company as a whole. The allocation will be determined at the completion of the project and agreed upon by the board. 6.2 Agreement Notification Any equity allocated will be documented in writing, specifying the terms and conditions. 6.3 Merit -Based Award Any shares awarded shall be granted based on a meritocratic system, as mutually agreed upon by the Employer and the Employee. This system shall define the criteria and performance indicators for share allocation. 4 7. Reimbursement for Non -Compensated Work 7.1 Reimbursement Option For work completed during the non -compensated period, employees be reimbursed when the company generates sufficient cash flow, and after the 3rd quarter of 2025. 7.2 Reimbursement Calculation The reimbursement amount will be based on an evaluation of the work completed during the non - compensated period. 8. Equity in Lieu of Reimbursement 8.1 Equity Option During the employee exit, the employee has the option to request equity from Standord in lieu of reimbursement for the non -compensated period. 8.2 Equity Allocation Process The equity will be allocated as seen fit by the director board, which will either accept or deny the request. The evaluation will be based on the work completed after 6 months of the work period. 8.3 Reimbursement Option If the director board denies the equity request, the employee will be reimbursed as per the reimbursement policy. 5 9. Income Tax Liability The Employee shall be solely responsible for the income tax liability arising from any monetary benefits, which shall be governed by the applicable tax laws of the Employee's country as amended from time to time. 10. Reimbursement of Expenses The Company shall reimburse the Employee for travel costs and other expenses upon submission of valid receipts. The scope of such reimbursable expenses must be agreed upon in advance with a managing director of the Company prior to the commencement of any business trip, unless a general written policy governing such expenses is applicable to the entire Company. 11. Confidentiality Obligations The Employee agrees to maintain strict confidentiality regarding all business and trade secrets acquired during the employment relationship. This obligation shall extend during and after the term of employment. Upon termination, the Employee shall promptly return all Company property. The Employee must maintain strict confidentiality regarding all proprietar y information, knowledge, and concepts obtained during the Employment, which obligation shall last for 1.5 years following its completion. 12. Intellectual Property Rights All work, inventions, or developments created by the Employee during the course of the Employment are the exclusive property of the Company. The Employee agrees that any concepts, code, or ideas developed during the Employment belong solely to the Company. The Employee grants the Employer an unrestricted right to use such works. 6 13. Leave Policy 13.1 Leave Entitlement As this is a part -time employment arrangement, the Employee is not entitled to any leave. 13.2 Leave Notification and Coverage If the Employee needs to take leave, they must inform their immediate supervisor in advance and seek prior approval. Any leave must be compensated by covering the missed hours within the same or the following week. 13.3 Medical Certificate If absent due to illness for more than two consecutive days, a medical certificate is required. 13.4 Applicability of Leave Laws Sri Lankan statutory leave entitlements do not apply to this part -time arrangement. 14. Disclosure of Secondary Activities The Employee shall promptly inform the Employer of any paid activities currently undertaken or intended to be undertaken and shall seek the Employer’s consent. 15. Limitation on Claims Claims arising from the employment relationship must be submitted in writing within three (3) months from the due date. 7 16. Other Obligations The Employee irrevocably assigns to the Company any future claims for damages against third parties arising from events causing incapacity to work. The Employee shall promptly notify the Company in writing of any personal changes relevant to the employment relationship. 17. Termination Clause The Company reserves the right to terminate the Employment at any time. 18. Work Environment The Employee agrees to a hybrid work environment of Wednesday and Friday being in the office and the rest of the days working from home. 19. Final Provisions This Contract constitutes the entire agreement between the Parties. Any amendments or additions must be made in writing. 20. Governing Law and Jurisdiction This Contract shall be governed by and construed in accordance with the laws of Sri Lanka. Any disputes arising out of or in connection with this Contract shall be subject to the exclusive jurisdiction of the courts of Sri Lanka. 8 Please signify your acceptance of the terms and conditions of this contract of training and return the second copy of this letter duly signed. Yours faithfully, ........................................ J.M.D.V. Jeewandara, CEO, Standord. 18/01/2025 I hereby accept the appointment and agree to the terms and conditions outlined in this Part -Time Student Employee Agreement. I acknowledge that I have read, understood, and agreed to abide by the terms and conditions of this agreement, including all respon sibilities, obligations, and policies stated herein. ................................................. Nathaneal Isuru Meththananda Date :

[Assistant] {"clause_text": "You will comply with all company policies and procedures.", "clause_type": "Conduct Policy", "compliance_status": "Compliant", "legal_justification": "Generic clause referencing compliance expectations."}