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As Of Filer Filing For·On·As Docs:Size 8/05/19 Axonics Modulation Techs, Inc. 10-Q 6/30/19 52:4.5M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 422K 2: EX-10.2 Material Contract HTML 111K 3: EX-10.3 Material Contract HTML 111K 4: EX-10.4 Material Contract HTML 110K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 24K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 24K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 19K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 19K 15: R1 Cover Page HTML 47K 16: R2 Condensed Consolidated Balance Sheets HTML 94K 17: R3 Condensed Consolidated Balance Sheets - HTML 36K (Parenthetical) 18: R4 Condensed Consolidated Statements of Comprehensive HTML 70K Loss 19: R5 Condensed Consolidated Statements of Stockholders' HTML 77K Equity (Deficit) 20: R6 Condensed Consolidated Statements of Cash Flows HTML 105K 21: R7 Nature of Operations and Summary of Significant HTML 109K Accounting Policies 22: R8 Property and Equipment HTML 35K 23: R9 Commitments HTML 40K 24: R10 Long-Term Debt HTML 45K 25: R11 Stock-based Compensation HTML 87K 26: R12 Income Taxes HTML 23K 27: R13 Employee Benefit Plan HTML 20K 28: R14 Related Party Transactions HTML 23K 29: R15 Nature of Operations and Summary of Significant HTML 123K Accounting Policies (Policies) 30: R16 Nature of Operations and Summary of Significant HTML 51K Accounting Policies (Tables) 31: R17 Property and Equipment (Tables) HTML 34K 32: R18 Long-Term Debt (Tables) HTML 36K 33: R19 Stock-based Compensation (Tables) HTML 92K 34: R20 Nature of Operations and Summary of Significant HTML 116K Accounting Policies - Narrative (Details) 35: R21 Nature of Operations and Summary of Significant HTML 43K Accounting Policies - Fair Value Hierarchy (Details) 36: R22 Property and Equipment - Summary (Details) HTML 39K 37: R23 Property and Equipment - Narrative (Details) HTML 22K 38: R24 Commitments - Narrative (Details) HTML 84K 39: R25 Long-Term Debt - Narrative (Details) HTML 70K 40: R26 Long-Term Debt - Debt, Net of Unamortized Debt HTML 36K Issuance Costs (Details) 41: R27 Stock-based Compensation - Summary (Details) HTML 27K 42: R28 Stock-based Compensation - Fair Value Assumptions HTML 36K (Details) 43: R29 Stock-based Compensation - Stock Option Activity HTML 47K (Details) 44: R30 Stock-based Compensation - Narrative (Details) HTML 39K 45: R31 Stock-based Compensation - Restricted Shares HTML 42K Awards Activity (Details) 46: R32 Stock-based Compensation - Restricted Stock Units HTML 31K Activity (Details) 47: R33 Income Taxes - Narrative (Details) HTML 29K 48: R34 Employee Benefit Plan - Narrative (Details) HTML 18K 49: R35 Related Party Transactions - Narrative (Details) HTML 27K 51: XML IDEA XML File -- Filing Summary XML 81K 50: EXCEL IDEA Workbook of Financial Reports XLSX 59K 9: EX-101.INS XBRL Instance -- axnx-20190630 XML 1.10M 11: EX-101.CAL XBRL Calculations -- axnx-20190630_cal XML 131K 12: EX-101.DEF XBRL Definitions -- axnx-20190630_def XML 375K 13: EX-101.LAB XBRL Labels -- axnx-20190630_lab XML 1.09M 14: EX-101.PRE XBRL Presentations -- axnx-20190630_pre XML 606K 10: EX-101.SCH XBRL Schema -- axnx-20190630 XSD 92K 52: ZIP XBRL Zipped Folder -- 0001603756-19-000046-xbrl Zip 142K
Exhibit |
1. | DEFINED TERMS. Exhibit A to this Agreement sets forth defined terms for purposes of this Agreement. |
2. | EMPLOYMENT/TERM. The Company hereby employs Executive
to perform the duties and responsibilities set forth below under Section 3 of this Agreement, and Executive hereby accepts such employment, in each case on the terms and conditions set forth in this Agreement. This Agreement shall commence on the Effective Date and remain in effect for five (5) years, unless earlier terminated pursuant to Section 5 of this Agreement (the “Term”). |
3. | POSITION AND DUTIES. |
a. | Description of Executive’s Position, Duties, Authorities,
and Responsibilities. Executive shall serve as the Chief Operating Officer of the Company. In such capacity, Executive shall (i) report to the President & Chief Financial Officer, (ii) devote Executive’s full professional time and attention, best efforts, energy and skills to the services required of Executive as an employee of the Company, except for paid time off taken in accordance with the Company’s policies and practices, and subject to the Company’s policies pertaining to reasonable periods of absence due to sickness, personal injury or other disability; (iii) use Executive’s best efforts to promote
the interests of the Company; (iv) comply with all applicable governmental laws, rules and regulations and with all of the Company’s policies, rules and regulations applicable to employees of the Company; (v) participate in, and comply with all Company directives regarding, workplace investigations; and (vi) discharge Executive’s responsibilities in a diligent and faithful manner, consistent with sound business practices and in accordance with the Board’s directives. |
b. | Outside Boards.
It is acknowledged that Executive currently serves on a chartiable board. Executive shall obtain the written consent of the Board prior to serving on a public company or other corporate board. This Section 3.b shall not be construed as preventing Executive from serving on the corporate, civic or charitable boards or committees on which Executive serves as of the Effective Date which has been previously disclosed to the CEO of the Company; provided that in no event shall any such service or business activity require the provision of substantial services by Executive to the operations or the affairs of such businesses or enterprises such that the provision thereof would interfere in any respect with the performance of Executive’s duties hereunder or |
4. | COMPENSATION AND BENEFITS. |
a. | Base Salary. As of the Effective Date, Executive’s Base Salary shall be three hundred fifty dollars ($350,000) per year payable in periodic installments in accordance with the Company’s regular payroll practices as in effect from time to time.
The Board or a duly authorized committee thereof will review the Base Salary on an annual basis and may increase the Base Salary from time to time based on merit or such other considerations as the Board or a duly authorized committee thereof may deem appropriate. |
b. | Bonus. Executive shall be eligible to receive an annual cash bonus in an amount up to fifty percent (50%) of Executive’s Base Salary for the calendar year for which the annual cash bonus is being paid, as determined in the discretion of the Board or a duly authorized committee thereof, based on the performance of the Company and Executive relative to performance objectives or other
metrics as the Board or a duly authorized committee thereof may deem appropriate. The Board shall establish performance objectives or other metrics within 90 days after the beginning of each new calendar year. |
c. | Benefits and Vacation. Executive shall be eligible to participate in and receive the benefits under any deferred compensation plan, health, life, accident and disability insurance plans or programs, and any other employee benefit or fringe benefit plans or arrangements that the Company makes available generally to other senior executives of the Company,
pursuant to the provisions of such plans, programs or arrangements as in effect from time to time. Executive shall be entitled to four weeks’ paid vacation and additional sick days in accordance with the policies of the Company for its employees generally, as in effect from time to time. |
d. | Equity Incentive Compensation. Executive shall be eligible to receive grants, at the discretion of the Board or a duly authorized committee thereof, under any long-term equity- based incentive compensation plans established or maintained by the Company for its senior
executive officers, in each case subject to the terms and conditions of the applicable plans and award documents with respect to such grants. |
e. | Expenses. The Company shall pay or reimburse Executive for all reasonable, ordinary and necessary business expenses incurred or paid by Executive during the Term in the performance of Executive’s services under this Agreement in accordance with the applicable policies and procedures of the Company as in effect from time to time, upon the presentation of proper expense statements or such other supporting documentation
as the Company may reasonably require. |
5. | TERMINATION OF EMPLOYMENT. |
a. | General. Executive’s employment may be terminated by either party at any time and for any reason; and upon termination of Executive’s employment, the Term shall end. |
b. | Resignation
without Good Reason. Executive may resign from employment with the Company without Good Reason by providing the Company with at least 60 days’ advance written notice. During the Resignation Notice Period, the Company, in its sole discretion, may elect to accelerate Executive’s date of termination of employment, it being understood that any such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement. Even if Executive’s date of termination is accelerated, Executive shall be paid Executive’s Base Salary, and shall receive Benefits capable of being provided to persons |
c. | Death. Executive’s employment hereunder shall terminate automatically on the date of Executive’s death. |
d. | Disability.
At the option of the Company, Executive’s employment hereunder may be terminated immediately upon Disability. |
e. | Termination for Cause. Notwithstanding any other provision of this Agreement, the Company may, at any time, immediately terminate Executive’s employment for Cause. The Company’s lack of immediate action with respect to conduct of Executive that would constitute Cause hereunder shall not preclude the
Company from taking later action on such act or taking action with respect to another such act committed by Executive. |
f. | Termination Without Cause. The Company may, at any time, immediately terminate Executive’s employment without Cause. |
6. | COMPENSATION UPON TERMINATION (OTHER THAN A CHANGE IN CONTROL TERMINATION). Following any termination of Executive’s employment, the obligations of the
Company to pay or provide Executive with compensation and benefits under Section 4 shall immediately cease, and the Company shall have no further obligations to Executive under this Agreement, except to provide (i) the Accrued Obligations, (ii) any additional amounts specifically provided by this Section 6, subject to the applicable terms and conditions of this Section 6, and (iii) any other amounts otherwise required by law. |
a. | Death or Disability. If, during the Term, Executive’s employment is terminated (x) by reason of Executive’s death or (y) by the
Company for Disability, in addition to the Accrued Obligations, Executive shall receive the following compensation: |
i. | The Company shall pay to Executive (or to Executive’s estate or designated beneficiary in the event of Executive’s death) a lump sum amount equal to (A) one (1) year of Base Salary in effect as of the Termination Date, plus (B) the annual bonus earned based on performance for the year immediately preceding the year in which the Termination Date occurs, to the extent such bonus had not been paid as of the Termination Date, plus (C) if the Termination Date occurs during the second, third or fourth quarter of a year, the Pro-Rata Bonus for that
year. Such payment shall be made in a single cash payment on the Cash Severance Commencement Date, provided that on or before the Cash Severance Commencement Date, Executive has executed, and delivered a general waiver and release agreement in the form of Exhibit B, attached, or in a form and with substance satisfactory to the Company, that is no longer subject to revocation. If Executive is unable to execute and deliver such waiver and release agreement due to death or Disability, then the waiver and release agreement shall be executed and |
ii. | As
to any outstanding, unvested Equity Incentive Compensation awards on the Termination Date that are not Performance-Based Awards, except to the extent that the applicable award agreement or equity compensation plan provides for better treatment and notwithstanding the terms of any applicable award agreements entered into after the Effective Date (unless such award agreements expressly reference this Agreement), Executive shall immediately vest in such award. For any such awards that are Performance-Based Awards, vesting shall be based on the terms of the applicable equity compensation plan and award agreement in accordance with Section 6.d. Vested stock options shall remain exercisable during the periods provided in the applicable plan and award agreement. |
b. | For
Cause or Without Good Reason. If, during the Term, Executive’s employment is terminated (i) by the Company for Cause or (ii) by Executive for any reason other than for Good Reason, the Company shall pay to Executive the Accrued Obligations. |
c. | Without Cause or for Good Reason (Other than a Change in Control Termination). If, during the Term, Executive’s employment with the Company terminates by reason of a Qualifying Termination (other than a Change
in Control Termination), in addition to the Accrued Obligations, Executive shall receive the following compensation: |
i. | Executive shall receive cash severance in an amount equal to one (1) year of Base Salary as in effect on the Termination Date. Such payment shall be made in a single cash payment on the Cash Severance Commencement Date. |
ii. | Executive shall be paid the annual bonus earned based on performance for the year immediately preceding the year in which the Termination Date occurs, to the extent such bonus had not been paid
as of the Termination Date. Such bonus shall be paid at the same time bonuses are paid to other employees. |
iii. | If the Termination Date occurs during the second, third or fourth quarter of a year, Executive shall be paid the Pro-Rata Bonus for that year, made in a single cash payment on the Cash Severance Commencement Date. |
iv. | Executive shall be paid an amount equal to 12 months of COBRA premiums based on the terms of Company’s group health plan and Executive’s coverage under such plan as of the Termination Date (regardless of any
COBRA election actually made by Executive or the actual COBRA coverage period under the Company’s group health plan), payable in a single cash payment on the Cash Severance Commencement Date. |
v. | As to any outstanding, unvested Equity Incentive Compensation awards on the Termination Date, for any such awards that are Performance-Based Awards, the award shall vest at the end of the applicable performance period based on actual performance results and prorated for the portion of the performance period worked through the Termination Date. |
d. | Equity
Incentive Compensation. Except as otherwise expressly provided herein, upon termination of Executive’s employment during the Term, any outstanding Equity Incentive Compensation awards shall be forfeited or vest in accordance with the terms of the applicable plan and award agreement, and shall be subject to such other terms and conditions of such plan and award agreement that may apply as a result of such termination. |
e. | Benefits. Notwithstanding anything in this Section 6 to the contrary, the Benefits to which Executive is entitled upon or by reason of the termination of Executive’s employment with the Company shall be
subject to, and shall be governed by, the terms and conditions of the applicable plans, programs and arrangements maintained by the Company with respect to such Benefits. Nothing in this Agreement shall be construed to be a waiver by the Executive of any benefits accrued for or due to the Executive under any employee benefit plan (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company, if any, except that the Executive shall not be entitled to any severance benefits pursuant to any severance plan or program of the Company other than as provided herein. |
f. | D&O
Insurance, and Indemnification. Through at least the sixth anniversary of the Termination Date, the Company shall maintain coverage for the Executive as a named insured on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all other covered individuals and provide the Executive with at least the same corporate indemnification as it provides to other senior executives. |
g. | Expiration of Term. Notwithstanding anything in this Section 6 to the contrary,
the expiration of the Term by itself shall not entitle Executive to receipt of any payments under this Section 6. |
7. | CHANGE IN CONTROL. |
a. | Treatment of Equity Incentive Compensation. As to any outstanding, unvested Equity Incentive Compensation awards immediately before a Change in Control, except to the extent that the applicable award agreement or equity compensation plan provides for better treatment and notwithstanding the terms of any applicable award agreements entered after the Effective Date (unless
such award agreements expressly reference this Agreement): |
i. | For any such awards that are not Performance-Based Awards, (A) the awards shall vest in full immediately upon the Change in Control, and (B) any vested stock options shall remain exercisable during the periods provided in the applicable plans and award agreement. |
ii. | For any such awards that are Performance-Based Awards, the award shall be fully vested based on the greater of (A) assumed target performance or (B) performance as determined by the Board immediately before
the Change in Control. |
b. | Change in Control Severance. If, during the Term, Executive’s employment with the Company terminates by reason of a Change in Control Termination, in addition to the Accrued Obligations, Executive shall receive the following compensation: |
i. | Executive shall receive cash severance in an
amount equal to one year of Base Salary as in effect on the Termination Date. Such amount shall be payable in a single cash payment on the Cash Severance Commencement Date. |
ii. | Executive shall be paid the annual bonus earned based on performance for the year immediately preceding the year in which the Termination Date occurs, to the extent such bonus had not been paid as of the Termination Date. Such bonus shall be paid at the same time bonuses are paid to other employees. |
iii. | Executive shall be paid the Pro-Rata Bonus in a single
cash payment on the Cash Severance Commencement Date. |
iv. | Executive shall be paid an amount equal to 12 months of COBRA premiums based on the terms of Company’s group health plan and Executive’s coverage under such plan as of the Termination Date (regardless of any COBRA election actually made by Executive or the actual COBRA coverage period under the Company’s group health plan), payable in a single cash payment on the Cash Severance Commencement Date. |
8. | NONSOLICITATION COVENANT. Executive agrees
that Executive shall not directly or indirectly during the Term and for one (1) year after termination of Executive’s employment, either alone or through or in conjunction with any other person or entity employ, solicit, induce, or recruit, any person employed by any member of the Company at any time within the one (1) year period immediately preceding such employment, solicitation, inducement or recruitment. |
9. | ADJUSTMENTS TO PAYMENTS. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the
Company to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Payments”) would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if Executive received all of the Payments. The
Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination. All determinations required to be made under this Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”) which shall provide detailed |
10. | COOPERATION. Upon the receipt of reasonable notice from the Company (including outside counsel), Executive agrees that while employed by the Company and thereafter, Executive will respond and provide
information with regard to matters in which Executive has knowledge as a result of Executive’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of Executive’s employment with the
Company. Executive agrees to promptly inform the Company if Executive becomes aware of any lawsuit involving such claims that may be filed or threatened against the Company or its affiliates. Executive also agrees to promptly inform the Company (to the extent that Executive is legally permitted to do so) if Executive is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such
investigation, and shall not provide such assistance unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse Executive for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Executive in complying with this Section 10. For the first five hours of cooperation in any calendar month during the period of cooperation, Executive shall provide the specified cooperation services without hourly reimbursement. For each hour of cooperation or part thereof after five hours, in any calendar month, Company shall reimburse Executive at the hourly rate determined by this fraction: (final Base Salary / 2,080 hours). |
11. | ARBITRATION.
The parties hereby agree to submit all disputes, claims and controversies (“Claims”) between the parties or related to or arising out of their employment relationship by and between the Company and Executive to final, binding arbitration to the fullest extent permitted by law. The Federal Arbitration Act., 9 U.S.C. § 1 et seq., shall govern the interpretation and enforcement of this Section 11. The court and not the arbitrator will determine matters of enforceability of this Section 11. |
a. | Statute of Limitations. The statutory
limitations period applicable to a Claim asserted in a civil action shall apply to any such Claim asserted in any arbitration proceeding under this Section 11. Arbitration is commenced for limitations purposes by submitting the matter to the arbitral forum. |
b. | Individual Basis. All Claims that are subject to arbitration under this Section 11 must and will take place on an individual basis only. |
c. | Venue. Binding arbitration under this Section 11 shall be conducted in California unless
required by law to be conducted elsewhere, in which case it shall be conducted where required by law. |
d. | Applicable Rules. The arbitration proceeding, including discovery, shall be conducted in accordance with the |
e. | Arbitrator Selection. The arbitration shall be conducted before a neutral arbitrator selected by all parties in accordance with JAMS Rules. |
f. | Cost
Allocation. If required by applicable law, the Company shall pay all additional costs peculiar to the arbitration to the extent such costs would not otherwise be incurred in a court proceeding (for instance, the Company shall pay the arbitrator’s fees, and the JAMS administration and filing fees, to the extent such fees exceed court filing fees). |
g. | Attorneys’ Fees and Costs. Each party shall pay such party’s own costs and attorneys’ fees except that the arbitrator shall award costs and attorneys’ fees to the prevailing party. |
h. | Written
Decision. The arbitrator shall follow applicable substantive law and, within 30 days after the conclusion of the arbitration, issue a written opinion setting forth the factual and legal bases for his or her decision. |
i. | Acknowledgement. EXECUTIVE UNDERSTANDS THAT EXECUTIVE IS GIVING UP EXECUTIVE’S RIGHT TO A JURY TRIAL BY ENTERING INTO THIS AGREEMENT. EXECUTIVE UNDERSTANDS THAT EXECUTIVE IS GIVING UP EXECUTIVE’S RIGHT TO COMMENCE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AND INSTEAD AGREES TO ARBITRATE ANY EMPLOYMENT-RELATED DISPUTE ON AN INDIVIDUAL BASIS ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. |
12. | CODE
SECTION 409A. |
a. | This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum
extent possible. For purposes of Section 409A, each separate payment or installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement in connection with a termination of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. |
b. | Notwithstanding
any other provision of this Agreement, if at the time of Executive’s termination of employment, |
c. | To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. Any tax gross-up payments provided under this Agreement shall be paid to Executive on or before December 31 of the calendar year immediately following the calendar year in which Executive remits the related taxes. |
d. | Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed, and all revocation periods shall have expired within 60 days after the Termination Date; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes “nonqualified
deferred compensation” subject to Section 409A, and if such 60-day period begins in one calendar year and ends in the next calendar year, the payment or benefit shall not be made or commence before the second such calendar year, even if the release becomes irrevocable in the first such calendar year. |
13. | GENERAL PROVISIONS. |
a. | Notices. All notices, requests, demands, statements, reports and other communications provided for by this Agreement shall be in writing (email being sufficient)
and shall be sent by (i) certified mail, return receipt requested, postage prepaid, (ii) nationally recognized overnight delivery service, (iii) personal delivery or (iv) email. A notice shall be deemed to be given (x) if notice is delivered by certified mail or nationally recognized overnight delivery service, on the business day following the date of its mailing, (y) if such notice is delivered personally, upon delivery, or (z) if such notice is sent by email, upon sending. Each party may change such party’s address for notices by giving notice in accordance herewith. All notices shall be addressed and mailed or delivered to the following addresses: |
If to
the COMPANY: |
Attn: Chief Executive Officer |
Axonics Modulation Technologies, Inc. |
26 Technology Drive |
If
to EXECUTIVE: |
b. | Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings (whether written or oral) of the parties with respect to
the subject matter hereof, including the Original Employment Agreement, and any other agreement between Executive and the Company or any of its affiliates and subsidiaries. |
c. | Modification and Waiver. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by Executive and a duly authorized representative of the Company (other than Executive). A waiver of any term or condition of this Agreement shall not be construed
as a general waiver by the Company. If one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. |
d. | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of law principles, and any dispute in the meaning, effect or validity of this Agreement shall be resolved
in accordance with the laws of the State of California. |
e. | Assignment; Binding Effect. This Agreement is fully assignable and transferable by the Company, but any purported assignment or transfer by Executive is void. It is hereby agreed that Executive’s rights and obligations under this Agreement are personal and not assignable by Executive. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and permitted assigns of the parties. |
f. | Injunctive Relief. Executive agrees that any breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, to the fullest extent permitted |
g. | Survival. This Agreement shall terminate upon the expiration of the Term; provided that the provisions of Section 1 and Sections 6 through 13 shall survive termination of this Agreement and termination of Executive’s employment regardless of the reason for such termination. |
h. | Withholding.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to applicable law. |
COMPANY: | |
Axonics
Modulation Technologies, Inc. | |
By: | /s/ Raymond W. Cohen |
Chief Executive Officer | |
EXECUTIVE: | |
/s/
Rinda Sama | |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/5/19 | 8-K | ||
For Period end: | 6/30/19 | |||
6/5/19 | 8-K | |||
5/20/19 | ||||
1/1/15 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 Axonics, Inc. 10-K/A 12/31/23 13:1.1M 2/29/24 Axonics, Inc. 10-K 12/31/23 88:24M 3/01/23 Axonics, Inc. 10-K 12/31/22 82:25M 3/01/22 Axonics, Inc. 10-K 12/31/21 79:14M 3/01/21 Axonics, Inc. 10-K 12/31/20 80:13M |