Relocation Expenses Agreement

THIS Relocation Expenses Agreement (“Agreement”) dated ​ (“Effective Date”) is entered by and between ​ (“Company”), ​ with its principal place of business at ​, and ​ (“Employee”) (together the “Parties”).

Recitals

A. The Company has offered Employee a position requiring Employee’s relocation to the Company’s offices located in ​, ​.

B. The Company recognizes the need to support the Employee with his/her relocation to promote a smooth transition and to ensure the Employee’s effective integration into his/her new role and place of residence.

C. The Company wishes to reimburse the Employee for certain expenses associated with Employee’s relocation.

D. The Employee is willing to repay all or a prorated portion of the amount reimbursed by Company in the event of Employee’s early termination.

Agreement

1. Relocation Expenses. Company agrees to reimburse Employee, and/or designated third parties on behalf of Employee, for certain expenses associated with Employee’s relocation in connection with Employee’s employment by Company (“Relocation Expenses”). Relocation Expenses shall include only those expenses authorized and described in the Relocation Guidelines attached as Exhibit A, and/or other expenses related to Employee’s relocation that are pre-approved in writing by a Vice-President of the Company. Employee’s estimated relocation expenses are ​. Actual Relocation Expenses may be greater or less, and the terms of this Agreement apply only to the amount actually incurred by or paid to Employee.

2. Repayment of Relocation Expenses. Employee agrees to repay to Company all or a prorated amount of the Relocation Expenses according to the terms of this Agreement.

3. Repayment Due to Termination of Employment.

a. Initial Period. If Employee’s employment with Company terminates less than ​ full months after the effective date of Employee’s hire or transfer, Employee agrees to repay one hundred percent (100%) of the Relocation Expenses paid by Company.

b. Repayment Reduction Period. If Employee’s employment with Company terminates at least ​ full months after the effective date of Employee’s hire or transfer, but less than ​ full months after the effective date of Employee’s hire or transfer, Employee agrees to repay the Relocation Expenses paid by Company, less ​ for each full month of employment completed after the ​ month of employment.

c. Partial Months. Employee agrees that repayment obligations under this Agreement are not reduced by completion of partial months of employment. Employee further agrees that Employee will repay Relocation Expenses by no later than the effective date of the employment termination, and that any outstanding balance on such repayment obligation is delinquent and immediately collectable the day following the effective date of termination.

4. Repayment Forgiveness. Company agrees to forgive any repayment due Company under this Agreement where Company terminates Employee’s employment due to a company or department-wide reduction-in-force. Company may also, in its sole discretion, forgive any repayment due Company under this Agreement under circumstances of an extraordinary or unavoidable nature. The Parties agree that Employee’s voluntary termination of his/her employment, or Company’s termination of Employee’s employment for any reason other than those stated in this Section 4, are not conditions requiring forgiveness of any repayment due Company under this Agreement.

5. No Guarantee of Continued Employment. Nothing in this Agreement guarantees employment for any period of time.

6. Consent to Offset. Employee agrees that any repayment due Company under this Agreement may be deducted to the extent permitted by law from any amounts due Employee from Company at the time of employment termination, including wages, accrued vacation pay, incentive compensation payments, bonuses and commissions, and hereby expressly authorizes such deduction(s).

7. Acknowledgement and Integration. Employee understands he/she has the right to discuss this Agreement with any individual, and that to the extent desired, he/she has availed himself/herself of this opportunity. Employee further acknowledges that he/she has carefully read and fully understands the provisions of this Agreement, and that he/she is voluntarily entering into it without any duress or pressure from Company. Employee also understands and acknowledges that this Agreement is the entire agreement between him/her and Company with respect to this subject matter, and Employee acknowledges that Company has not made any other statements, promises or commitments of any kind (written or oral) to cause Employee to agree to the terms of this Agreement.

8. Severability. The Parties agree that should any provision of this Agreement be declared or determined by any court to be illegal, invalid or unenforceable, the remainder of the Agreement shall nonetheless remain binding and enforceable and the illegal, invalid or unenforceable provision(s) shall be modified only so much as necessary to comply with applicable law.

9. Governing Law and Venue. This Agreement shall be governed by the laws of the ​, and the venue for any action brought hereunder shall be in the Superior Court for ​ County.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date.

Exhibit A
Relocation Guidelines