Relocation Allowance Policy


February 7, 2022


INTRODUCTION

The continuing success of Intuitive Surgical requires that all locations be staffed with the best available talent. Intuitive Surgical provides relocation assistance for the transition of new hires and employees to new job locations within the U.S. when the new location is beyond a normal commuting distance from the previous location and when relocation benefits are authorized by the functional and financial approver. This relocation policy will provide you with an overview of the relocation process and the specific benefits authorized for your move.

Intuitive Surgical’s Global Mobility Manager works in close partnership with our relocation provider, Bristol Global Mobility. A dedicated Bristol Advisor will work with you to manage the logistics of your relocation and to provide professional guidance for maximizing your benefits. We encourage you to speak with your Bristol Mobility Advisor prior to beginning the relocation process to ensure you understand the services available to you. Our team strives to make all moves as financially responsible as possible within the framework of the relocation policy and in accordance with Intuitive Surgical’s U.S. Expense Reimbursement Policy. Employees share the responsibility to ensure a financially responsible relocation. Employees should also ensure that they are personally financially able to move.

This relocation policy is not intended to replace or supersede Intuitive Surgical policies and procedures in reference to any conflict of interest or privacy issues. Intuitive Surgical reserves the right to revise, amend, suspend or terminate the contents of this guide at any time.

While this is an exciting time for you and your family, it can also be demanding and challenging. Making well-informed decisions requires an understanding of Intuitive Surgical’s relocation policy and your role in the process. Please take the time to read this guide carefully. The most successful moves are those that are well planned. We look forward to partnering with you and your family in support of this important transition.

RELOCATION PROGRAM DETAILS AND ELIGIBILITY

Intuitive Surgical’s relocation program is designed to facilitate the move to your new work location. To be eligible for relocation assistance, the following criteria must be met:
  • You must be a current or newly hired Employee.
  • The relocation must be at the request of Intuitive Surgical.
  • The distance between the former residence and the new work location must be 50 miles greater than the distance between the former residence and the former work location. If you were not employed prior to the move, the new location must be 50 miles greater than the distance from the former residence to the former work location. Under circumstances and with the approval of the Vice President of Human Resources, Intuitive Surgical may provide relocation benefits to Employees who do not meet the distance requirement. All relocation expenses are taxable and will be reported as taxable income.
  • You must work full-time at the new location for at least 39 weeks in the 12-month period immediately following the start of work in the new location. If an Employee voluntarily terminates employment before the 39-week period is concluded, any advances to, and expenses paid on behalf of the Employee, or reimbursed to the Employee, are considered income and will be reported as such to the Internal Revenue Service (IRS).
  • Family eligibility: Members of the Employee’s immediate family includes those who are currently residing at the Employee’s permanent residence or dependent on the Employee for support and are claimed on IRS Form 1040.
All reimbursable relocation expenses must be incurred and submitted for reimbursement within one year from the effective start date of your hire or transfer.
This policy addresses most expenses resulting from your relocation with Intuitive Surgical. Your relocation with Intuitive Surgical is not an employment offer or employment contract or a guarantee of continued employment. The Company’s decisions regarding the application and interpretation of the Intuitive Surgical relocation policy are final. Intuitive Surgical also reserves the right to change or cancel all or part of the relocation policy at any time. Intuitive Surgical relocation policies comply with IRS and Canada Revenue Agency regulations.

RELOCATION REPAYMENT

Relocating an Employee requires a substantial investment by Intuitive Surgical. Therefore, if you terminate your employment voluntarily or are terminated for cause within two years of the effective transfer or start date, you will be liable to repay all or a portion of the relocation costs, including tax-assisted payments made by Intuitive Surgical directly to you or on your behalf.
Details are as follows:
Leaves Company within one year, 100% of the total fees and expenses will be repaid
Leaves Company within two years 50% of the total fees and expenses will be repaid

EXPENSE REIMBURSEMENT

Bristol will utilize direct pay vendors whenever possible to minimize your out of pocket expenses. You are eligible for expense reimbursement on benefits under this policy that cannot be paid directly by Bristol.

Relocation expenses are separate and distinct from business expenses. Your business-related expenses must be kept separate and submitted through Intuitive Surgical’s reporting system. DO NOT charge relocation expenses to any Company credit cards. When incurring an out-of-pocket relocation expense, payment should be made with cash or a personal debit or credit card, with the exception of any bookings made through Intuitive Surgical’s travel provider. Please refer to the Travel Arrangements section on page 8 for further details.

You must request expense reimbursement within thirty (30) days of incurring an expense. Per IRS guidelines, all reimbursable relocation expenses must be incurred and reimbursed within one (1) year from your effective start date in the new location.

Intuitive Surgical will reimburse only for expenses specified within this policy. Bristol will audit all relocation expenses for compliance to policy and advise if any part of your expense request is not approved. Any other expenses which arise as a result of special circumstances must be authorized by the Manager, Global Mobility Programs.

For the fastest processing, we recommend that you enter your expenses through Bristol Elite’s Employee portal (www.BristolGlobal.com) or via Bristol’s Mobile APP (free download available from Android App Store and Apple ITunes). Your Bristol Mobility Advisor will provide you with instructions for downloading the APP after your introductory call. Through the portal or the app, you will be able to:


  • Create and submit your expense reports;
  • Enter expenses;
  • Upload receipts; and
  • View the approval and payment status of all expenses submitted.

If you prefer not to use the online portal or app, you may request a Relocation Expense Report Form from your Mobility Advisor. Please submit completed expense reports via email to: expensemanagement@bristolglobal.com or mail them to the following address: Bristol Global Mobility, Attn: Expense Management Team, 2001 North 3rd Street Suite 200, Phoenix, AZ 85004.

We strive to process all expense reimbursements within 4-6 weeks from submission of all the required information and documents but delays may occur. Please plan accordingly.

All expense requests must be completed, signed, and returned to Bristol before any payments can be made to you. Bristol will process expense reimbursements by check or ACH wire. Indicate your preferred method of reimbursement in the expense report. We suggest you maintain your actual receipts or a copy of your receipts until you have received reimbursement for that expense. If submitting a paper expense report, we also suggest you maintain a copy of that expense report until you have received reimbursement.

At the beginning of each year, Bristol will provide you a summary of relocation expenses incurred in the previous year. The summary will break down all relocation expenses that Intuitive Surgical has paid to you or on your behalf.

RELOCATION ALLOWANCE PROGRAM

Intuitive Surgical’s Relocation Allowance Program provides relocation assistance to Employees through a maximum dollar amount. The program is designed to create a partnership between Employee and dependents, the Intuitive Surgical Global Mobility Manager, and Bristol Global Mobility to coordinate a positive relocation experience while effectively managing costs.

You will use these funds to cover any services coordinated through Bristol Global Mobility and their network of providers, and to cover any out-of-pocket expenses that may be incurred during your relocation. Any costs above and beyond the dollar amount provided by Intuitive Surgical will be at your own expense. This allowance is meant to assist you in your relocation and it is not intended to cover all potential costs associated with your relocation. Employees should be financially prepared to support costs not covered in this policy.

You are encouraged to use funds towards the costs of moving Household Goods, Storage-in-Transit, Auto Transportation and/or Final Move expenses.

Bristol Global Mobility will track all relocation expenses incurred in the move. When direct bill providers are utilized, Bristol will report the estimated balance of the Relocation Allowance to the employee. The balance of the Relocation Allowance can be applied towards other relocation expenses and will be reimbursed to the Employee only after the Employee submits a Relocation Expense Report and provides the required receipts for all expenses. Bristol will ensure that any paid expenses and invoices are reported to Intuitive Surgical Payroll. Any applicable FICA payments and withholdings will be applied by Intuitive Surgical Payroll and reflected in your paychecks. Should your relocation expenses come under your maximum budget, there is not an option to cash-out funds.

AVAILABLE SERVICES THROUGH BRISTOL GLOBAL MOBILITY

Your Mobility Advisor can provide you with assistance in determining the best way to utilize your funds, based on your personal needs. Employees will have immediate access to Bristol’s Relocation vendors and suppliers to obtain quotes or set up services. Direct bill can be set-up for some of the services listed, as agreed upon by you.
You should discuss these services with your Mobility Advisor to decide which services you would like to utilize for your relocation and to understand their associated estimated costs.
The following is a list of services available through Bristol Global Mobility:
  • Shipment of Household Goods
  • Household Goods Storage in Transit
  • Final Move, Vehicle Transportation and Mileage Reimbursement
  • Temporary Living for Long Term or Interim Housing (furniture rentals, if needed)
  • Home Finding Trip
  • Lease Cancellation
  • Home Finding Assistance – Rental

The following is a list of services available through Bristol, at no cost to you:
  • Referrals to Real Estate companies to sell your home
  • Referral to Rental Agencies to Lease or Purchase a Home in the new location
  • Mortgage Assistance

Further explanation of each of these benefits is provided below.

Shipment of Household Goods and Household Goods Storage-In-Transit
Bristol Global Mobility has a trusted network of licensed van lines for the shipment of your household goods. All van lines are approved by the American Trucking Association (ATA) to ensure adherence with all Federal regulations and industry standards.

If you choose to utilize a van line outside of Bristol’s network, the van line must be accredited by the American Trucking Association (ATA) and approval must be obtained from the Global Mobility Manager. You will be responsible for payment to the van line and required to submit for expense reimbursement to Bristol.

In-transit storage can be coordinated through your household goods mover to ensure end-to-end pick-up and delivery service. This will help mitigate multiple move scenarios where you have to put your goods into temporary storage while you identify new housing in the new location.

Transportation of household goods is a taxable/reportable expense when paid or reimbursed by Intuitive Surgical. This benefit does require tax assistance.

**Please note there are various expenses and services NOT covered under Household Goods shipments. Please inquire with Bristol if you have any questions on eligibility and/or coverage.

Final Move
You will have the option to drive or fly to your new destination. If you elect to fly, airfare, meals, one night of lodging (one night in origin and one night in destination), and auto shipment(s) will be eligible under this policy. If you elect to drive to your destination, mileage, meals, and lodging (one night in origin, one night per every 400 miles driven en route, and one night in destination) will be eligible under this policy. The mileage rate will be the current IRS business rate. It is a taxable expense and will be reported as income. This benefit does require tax assistance. Meals will be reimbursed at a rate of up to $80 per adult, per day or $40 per child, per day. Reimbursement will be made, provided there are funds remaining in your relocation allowance.

All relocation travel arrangements, including airfare, rental cars, hotels, and meals, will be direct-billed or reimbursed in accordance with Intuitive Surgical’s U.S. Expense Reimbursement Policy. You are required to submit an expense reimbursement to Bristol for any expenses related to meals, mileage, or ground transportation to/from the airport, if applicable.

All airfare, rental cars and hotel bookings must be made through Intuitive Surgical’s authorized travel agency. Contact your Bristol Advisor at least fourteen (14) days in advance of when you would like to travel. Your Advisor will initiate a travel order and the travel agency will contact you directly.

You will need to provide a personal credit card to the travel agency for airfare, rental car and hotel costs and will be required to submit an expense reimbursement to Bristol. This applies to airfare, rental car and hotel expenses.

Pet Relocation Costs: The Company will reimburse up to the maximum relocation allowance budget for certain expenses associated with the relocation of a pet. Eligible expenses include air freight, airfare, customs clearance, delivery services at destination, professional service fees by a pet transport company, permits or health certificates, any mandatory veterinary visits or services required by an airline, hotel pet deposits, and travel crates or other carriers. Farm animals and livestock, such as horses, cattle, etc. are not eligible.

Temporary Living Arrangements
To assist with your transition to the new location, the Company provides temporary living support. You may need to begin work in your new location before you are able to relocate your entire family and household. Bristol Global Mobility can assist you with identifying temporary housing options in the destination area. Furnished corporate housing apartments are available or you may choose to identify your own housing arrangements. When it is possible to do so, the rental costs will be direct-billed to Bristol Global Mobility. If it is not possible to set-up direct billing, the rental costs are eligible for reimbursement, from your relocation allowance amount. Non-refundable deposits and rent payments are eligible for reimbursement. Refundable deposits are ineligible for reimbursement. Temporary Living Arrangements are only available for the first 3 months in the new location.

Renter’s insurance: It is strongly recommended that you obtain private Renter’s Insurance during the time you reside in temporary housing to cover loss and/or damage of Tenant’s (your) contents and personal belongings. The Temporary Housing provider will carry liability coverage; however, this will not be sufficient for loss or damage of personal items.

Home Finding Trip
You may use a portion of your relocation allowance for a Home Finding Trip for you and your spouse/domestic partner. This trip provides the opportunity to visit the new location in order to find a home in the new location. You are eligible for one trip to the new location not to exceed a total of four days and three nights. All associated expenses will be applied to your Relocation Allowance budget.

Reimbursement includes the actual and reasonable costs for the following:
  • Transportation costs:
    • If relocation distance is less than 200 miles, then mileage will be reimbursed at the current IRS corporate rate.
    • If relocation distance is greater than 200 miles, airfare and a rental car are authorized. In addition, gas will be reimbursed. All travel bookings and reimbursements will be in accordance with Intuitive Surgical’s U.S. travel policy.
  • Reasonable lodging per travel guidelines not to exceed three (3) nights of lodging.
  • Meal expenses not to exceed $80/day/adult. Meal expenses not to exceed $40/day/child.
  • Child care expenses up to $50/child/day.

All home finding trip expenses are considered taxable income and will be tax assisted according to the company’s tax policy. Bristol Global Mobility will ensure that tax assistance is applied when processing this reimbursement.

Lease Cancellation
If you are currently renting a home, Intuitive Surgical will reimburse you for the costs associated with the cancellation of your lease in your current location. Once you have been notified of your transfer, locate a copy of your lease, and review the lease cancellation terms. Notify your landlord of your vacate date as soon as possible. Your lease may contain a transfer clause, which would allow you to cancel the lease or sublet the unit.

You may be required to pay a lease cancellation fee, which is reimbursable for up to two (2) months’ rent for fees directly related to canceling the lease. Every effort should be made to keep this expense as minimal as possible. You are responsible for any damage payments or loss of security deposits.

To obtain reimbursement, you must present copies of the following documents attached to the Relocation Expense Report.


  1. The letter notifying the landlord/apartment community of your intention to terminate the lease with the effective date. Note: Please be sure to include a forwarding address for return of any deposits or amounts that may be required, such as utilities not covered under this policy.
  2. The cancelled check for payment of the cancellation charges
  3. The original lease agreement.

The lease cancellation fee reimbursement is taxable income and will be tax assisted according to the company’s tax policy.

Home Finding Assistance – Home Rental
If you decide to rent a home in your new location, Bristol Global Mobility can arrange for a professional rental home tour with their rental home finding service. Associated fees would be applied to your Relocation Allowance budget. Direct billing options may be available.

Should you wish to look for a rental property on your own, your Mobility Advisor will give you guidance on how to proceed.

Accelerated Market Program – Selling your Current Home
Marketing assistance is provided by Bristol Global Mobility at no additional cost to you. Throughout the marketing period, Bristol Global Mobility can monitor your real estate broker and agent to ensure maximum effort and service is obtained in marketing your home. The end result of these efforts is to help you obtain the best offer possible within a reasonable time frame. We urge you to work with Bristol Global Mobility in the marketing of your present home so that you do not experience unnecessary delays in settling in to your new job location and/or incur unnecessary costs related to extended temporary living in your new location.

Bristol will work with you in the selection of your Real Estate Agent/Company. The Agent/Company will need to be registered by Bristol Global Mobility prior to listing your current home or looking for a home in your new location. Please do not make contact with a real estate agent or company before contacting Bristol Global Mobility. This service is included as part of your relocation benefits.

It is recommended that you do not engage a real estate agent before speaking with your Mobility Advisor.

You will work closely with your Advisor to select two real estate brokers to prepare a Broker's Market Analysis (BMA) on your home. If you have a particular broker you would like to prepare one of the BMAs, please provide their contact information to your Advisor. The BMA’s will provide competitive market information along with suggestions for marketing your home. In addition, the brokers will provide a recommended list price and expected sale price for your home. The results of the BMA’s will be reviewed by Bristol Global Mobility and shared with you.

If the opinions of value vary more than five percent, a third BMA will be recommended and the two closest values will be averaged to establish a “Most Likely Selling Price”. After the analyses are reviewed and verified, you will select the broker you are most comfortable with.

Once you have chosen the broker and agent to list your home, you are encouraged to price your home realistically and competitively. To do so, it is suggested that you list your home at a price of no more than five percent of the average of the two recommended list prices noted on the BMA’s.

Your listing agreement will include a Non-Performance Clause, which will be provided to your broker and agent by your Mobility Advisor. If your broker or agent has any questions regarding the non-performance clause, please contact your Mobility Advisor before signing the listing agreement. This clause will protect you if you wish to terminate your listing agreement prior to the expiration date.

Once listed, your Advisor will monitor the listing and showing activity. Your listing broker and sales agent will communicate the results of advertising and open houses, as well as feedback from buyers and other real estate agents to your Mobility Advisor. In addition, your Advisor will participate in the marketing process by providing information, strategies and suggestions. This will include recommendations for list price adjustments, advertising, terms, or conditions accordingly.

Contact your Bristol Global Mobility Advisor if you are dissatisfied with your listing broker or sales agent selection. Your Advisor will be able to coordinate the appropriate changes, if necessary.

When you receive an offer, Bristol Global Mobility will assist in reviewing the contract and act as your advocate by providing negotiation assistance and helping you understand all terms and conditions. During the review process, your Mobility Advisor will indicate any items in the offer that may not be in your best interest.

The Mobility Advisor will stay involved throughout the negotiation process until an acceptable offer is received, all appropriate documentation is submitted, and buyer qualifications are obtained. The Mobility Advisor will serve as your advocate through the closing of the property.

Home Finding Assistance – Home Purchase
There is no charge for Bristol Global Mobility’s destination information, services, and guidance while you are looking for a home to purchase. Your Mobility Advisor will listen to your needs prior to your arrival and suggest possible areas and communities that might appeal to you. Your Mobility Advisor will then select a real estate agent(s) who is familiar with your places of interest and who has been certified to assist corporate employees. Your agent will call you and introduce him/herself and provide valuable information as to pricing and availability of homes for sale in your desired area. When you arrive for your home finding trip, the agent will provide a tour through the housing in your selected communities to help you decide on the right town and home for you and your family. Your Mobility Advisor will also assist you in getting pre-approved for a mortgage loan for your new home. Please stay in close touch with your Mobility Advisor during this period to assure your satisfaction with your agent and the home finding process.

In addition, your Mobility Advisor will provide you with comprehensive information on your new destination, including a packet of information describing the area, customary real estate practices, school information - including test scores, real estate web sites, and much more.

We recommend that you do not contact a real estate agent in the new location until you have spoken with your Bristol Global Mobility Advisor. If you are dissatisfied with your agent selection, contact your Advisor immediately. Your Advisor will be able to coordinate the appropriate agent changes, if necessary.

Mortgage Assistance
Once you have found a home that you intend to purchase, you may need a mortgage to complete the transaction. To assist with this process, Bristol Global Mobility has established relationships with several national lenders. You are free to obtain your loan through the lender of your choice; however, there are benefits to utilizing any one of the lenders within Bristol Global Mobility’ program:


  • Competitive rates for transferring Employees
  • Pre-approval prior to your home-finding trip
  • Prompt mortgage approval and processing turn-around times
  • Reduced documentation requirements
  • Knowledge of your relocation policy

Your Advisor will describe the program to you during your initial conversation and will refer you to a Bristol Global Mobility Mortgage Consultant who will take your loan application over the phone.

TAX CONSIDERATIONS

Federal tax laws govern the treatment of relocation expenses. Current regulations require taxable relocation payments paid to or on your behalf to be included in gross income on your W-2 for the year that the payment was disbursed to you. Those payments are subject to tax withholding in compliance with IRS regulations. Intuitive Surgical will provide tax assistance on all taxable payments made to you to help minimize your tax burden.

Please note the following:
  • It is imperative that you keep records and receipts of all your expenses to manage the tax return filing process at year-end.
  • Consult a professional tax advisor for details on the tax implications of your relocation and consider reading the following IRS information guides:
    • Publication 521 - Moving Expenses
    • Publication 523 - Selling Your Home
To order these guides or necessary tax forms call 1-800-TAX-FORM. You can also access these publications on the IRS web site: https://www.irs.gov

ASSISTANCE WITH TAX REPORTING

Bristol will provide a final summary of moving expenses at the end of each year in which taxable reimbursements related to relocation are received. This list, provided by January 31 of the year following the Employee’s receipt of relocation-related reimbursements, will outline in detail applicable reimbursements including any additional payment necessary to offset the Employee’s federal and state tax liability. For relocation purposes, the end of the year is defined as Intuitive Surgical’s payroll cutoff date. To receive tax assistance on current year expenses, Bristol must receive all requests for reimbursement within five days of this date. For tax advice, a personal tax accountant or tax advisor should be consulted.

TAX ASSISTANCE PROVISIONS

As payments are made throughout the year, Intuitive Surgical will provide tax assistance for all applicable reimbursements that are added to your annual wages. The tax assistance will provide extra income to cover federal, state, FICA (tax assistance for FICA for Employees who have not met the annual cap for social security tax withholding), and Medicare tax liability incurred on the following reimbursed expenses that have no off-setting deduction and therefore cause the Employee additional tax liability:
  • Any tax withholding required on any of these benefits will occur at time of payment or on the next payroll date following the expense.
  • Necessary tax assistance to offset federal, FICA/Medicare, and state income taxes will be paid directly to the applicable tax authority by Intuitive Surgical.

RELOCATION EXPENSES TAX TREATMENT CHART

The matrix below may be helpful to reference when filing your taxes for the year in which you relocated. Taxable expenses are considered earnings and will be included as income in your W2 at year-end. If tax assistance is provided, the expense is grossed-up. This gross-up assists to offset any additional taxes that may be owed as a result of the additional earnings.



Expense Category
Tax Treatment
Tax Assisted Yes
Tax Assisted No
Temporary Living Lodging (reimbursed or direct bill)
Taxable
X

Household Good Packing and Shipment; 30 days storage
Taxable
X

Storage 30 days or more
Taxable
X

Auto Transportation
Taxable
X

Home Finding Trip Lodging
Taxable
X

Home Finding Travel (airfare, mileage)
Taxable
X

Home Finding Meals
Taxable
X

Home Finding Car Rental
Taxable
X

Final Move/Travel/Lodging
Taxable
X

Final Move Meals
Taxable
X

Lease Cancellation
Taxable
X

Tax Assistance
Taxable
X


















RELOCATION REIMBURSEMENT AGREEMENT

Employee agrees and understands that the Payment is a cash advance from the Company, and that Employee has not earned the amount of the Payment until he/she has completed 24 months of employment from the date his/her hiring or relocation, whichever is later. Accordingly, Employee agrees and understands that the Company retains the discretion to require repayment of the Payment, as discussed below.

Employee recognizes that his or her early departure from employment would cause undue hardship on the Company and would result in an unfair financial windfall to Employee. Employee therefore agrees that if he/she voluntarily resigns from the Company or is discharged within 24 months from the later of the date of relocation or hiring, he/she will reimburse the Company for the portion of the Payment as follows:


  1. If Employee’s employment terminates within the first 12 months of employment after relocation or hire, whichever is later, Employee will reimburse the Company 100 percent of the Payment.
  2. If Employee’s employment terminates after 12 months, but prior to 24 months, of employment after relocation or hire, whichever is later, Employee will reimburse the Company 50 percent of the Payment.

Employee agrees to reimburse the Company of all such amounts no later than his/her last day of employment with the Company. Employee hereby authorizes Company to satisfy any reimbursements required by this Agreement, in whole or in part, by deduction from Employee’s earnings, bonuses, or other sums (including, but not limited to, accrued vacation pay), even if this amount is greater than 15% of his/her final compensation, that may be owed by Company. If such deductions are not sufficient to cover all such reimbursements, or if such deductions are not taken by Company for any reason, Employee agrees to pay the balance due within fourteen (14) days of the last day of employment.

If Employee fails to make this payment within the fourteen (14) day period referred to above, Employee acknowledges, agrees and understands that the Company shall be entitled to recover that amount, along with all of the Company’s costs of collection, court costs, legal expenses and reasonable attorneys’ fees incurred in collecting the sums due hereunder. Employee further agrees to pay interest at the rate of eight percent (8%) per annum, in the event the Employee fails to make timely full reimbursement under this Agreement.

Employee recognizes and affirms that the deductions referred to above would be made for a lawful purpose and for Employee’s benefit. Employee agrees to provide any further authorization at the time the deduction is made.

Employee understands that making the Payment does not imply any commitment on the part of Company regarding duration of employment. Employee is an at-will employee and can be terminated without cause at any time.

The Parties agree that they will keep the provisions of this Agreement and the Payment as stated herein confidential, provided, however, that either party may make whatever limited disclosures are necessary to litigate any claims for breach of this Agreement.

By accepting Company’s offer of employment, each party acknowledges that it has read and fully understands the provisions contained herein. Employee has been encouraged to consult with an attorney as to the meaning and legal effect of this Agreement and has been given an opportunity to do so. This Agreement contains the entire agreement between the parties concerning its subject matter and may be amended or modified only in writing signed by both parties hereto. The terms and conditions of this agreement are governed by the internal laws of the state of California, without regard to its choice of law rules.

This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which, when taken together, shall constitute one and the same instrument.