Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated as of January 1, 2025 (the “Effective Date”), is made and entered into by Indivior, Inc. (the “Company”) and Ryan Preblick (the “Executive”).
In consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Executive agree as follows:
1.Employment and Term. The Company hereby employs Executive and Executive hereby accepts employment on the terms and conditions set forth in this Agreement. Executive’s employment hereunder shall begin on the Effective Date and may be terminated in accordance with Section 5 (Termination of Employment) (such period of employment, the “Term”). Executive’s employment shall be “at-will” at all times, subject to the terms and conditions hereunder.
2.Position, Duties, and Performance.
2.1.Position. Executive shall serve as the Chief Financial Officer and have such responsibilities and authority as the Company may assign from time to time. Executive shall report directly to the CEO or the CEO’s designee. Executive agrees to perform such duties consistent with Executive’s position as the CEO may direct from time to time.
2.2.Place of Work. Executive’s primary workplace shall be at the Company’s offices in Richmond, Virginia. Executive understands that Executive’s duties will require periodic travel, which may be substantial at times.
2.3.Performance. Executive shall devote substantially all of Executive’s working time and use Executive’s best efforts, knowledge and experience to perform successfully Executive’s duties and advance the interests of the Company and its affiliates. Executive shall perform Executive’s duties in compliance with this Agreement and all applicable laws and Company policies and practices, including completing and/or signing all required Company certifications and/or training.
2.4.Other Activities. During the Term, without the prior written consent of the Company, the Executive shall not (i) render services of a business, professional, or commercial nature to any other person or entity, or (ii) engage, directly or indirectly, in any other business activity (whether or not for compensation) that might interfere with Executive’s duties hereunder, create a conflict with the Company or any of its affiliates, or violate the Non-Competition Agreement (as defined below). Executive shall be permitted to engage in civic, charitable, or community services, subject to Executive’s obligations hereunder, including under the Non-Competition Agreement.
2.5.Directorship. Executive will have no right under this Agreement to serve as a director of the Company or any of its affiliates but agrees, if so requested by the Company or its Board of Directors, to hold office as a director of the Company or any of its affiliates without any additional compensation. Executive must resign immediately from any such office without a claim for compensation upon the request of the Company or its Board of Directors, upon the commencement of a period of garden leave, or upon termination of employment for any reason.
2.6.No Conflicts. Executive represents and warrants that Executive’s execution of this Agreement, employment with the Company, and performance of Executive’s duties hereunder will not violate any obligations Executive may have to any other person, entity, or prior employer, including any obligations with respect to proprietary or confidential information of any other person or entity.
3.Compensation and Benefits.
3.1.Base Salary. Executive’s annual base salary for all services rendered hereunder shall be $558,819.52 (the “Base Salary”), payable in accordance with the Company’s policies, procedures and practices as in effect from time to time.
3.2.Bonus. Executive shall be eligible for an annual cash bonus targeted at 60% of the Base Salary, up to a maximum of 120% of the Base Salary (an “Annual Bonus”). The actual amount of any Annual Bonus will be determined by the Company based on the achievement of individual and Company goals established by the Company at the beginning of each calendar year. Any Annual Bonus will be paid by March 15 of the following calendar year. Except as set forth in Section 6.2 (Severance Upon Termination without Cause or for Good Reason) or Section 6.3 (Bonus Upon Death or Disability), Executive must be employed with the Company on the date the bonus is paid in order to be eligible to receive an Annual Bonus. Eligibility for and payment of an Annual Bonus shall be subject to all terms and conditions as the Company may set forth from time to time in any written policy or plan, including any policy or plan governing bonuses or incentive compensation of any type, which shall be made available to Executive.
3.3.Vacation. Executive shall be entitled to 25 days of paid vacation per calendar year subject to the terms and conditions of the Company vacation policy. Any vacation shall be taken at the reasonable and mutual convenience of the Company. In the event of a conflict between the Company vacation policy and this Agreement the terms of this Agreement shall apply. Unused vacation days for a calendar year may be rolled over and used by Executive before March 30th of the following calendar year and any vacation days unused at the time of Executive’s termination of employment shall be forfeited. For any period during which Executive is employed by the Company in a state where forfeiture of unused vacation conflicts with applicable law, the preceding sentence shall be deleted during such period only and replaced with the following sentence: Unused vacation days for a calendar year may be rolled over to the following calendar year but vacation accrual for any calendar year shall be capped at 1.5 times the annual amount stated in the first sentence of this Section 3.3 and unused vacation days remaining at the time of Executive’s termination of employment shall be paid with the Executive’s final paycheck.
3.4.Business Expenses. Executive shall be reimbursed for all reasonable and necessary business expenses actually incurred by Executive in performing services under this Agreement in accordance with the applicable Company policies and practices as in effect from time to time. Any taxable reimbursement due under the terms of this Agreement shall be paid no later than December 31 of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv). The Company may provide Executive use of a corporate credit card for business expenses. Executive may not use any Company-issued corporate credit cards for personal expenses. Any personal expenses charged to a Company-issued corporate credit card must be paid by Executive prior to the date of Executive’s employment termination or shall be subject to deduction by the Company from amounts owed to Executive and interest at a rate of 1.25% per month if the Company pays any portion of the personal charges on Executive’s behalf. Executive shall pay the Company’s reasonable costs and expenses, including attorneys’ fees, that the Company incurs to enforce Executive’s obligations under this Section 3.4.
3.5.Long Term Incentive Plan. The Company may offer Executive a Long Term Incentive Plan (“LTIP”) opportunity to become a shareholder in Indivior plc and share in its financial success. It is anticipated that Executive’s annual award shall be 400% of the Base Salary. However, any opportunity to participate in the LTIP is entirely within the sole discretion of Indivior plc’s compensation committee (the “Compensation Committee”) or such officers of the Company with the necessary authority. Participation is not guaranteed in any year and the terms of any award are determined by the Compensation Committee approved rules as may apply from time to time.
3.6.Other Benefits. The Executive will be eligible to participate in all employee benefit plans, practices, and programs maintained or participated in by the Company and made available to similarly situated employees generally, which may include retirement, profit sharing, savings, health, hospitalization, disability, dental, life or travel accident insurance benefit plans, and sick leave, in accordance with the terms of such plans, practices, and programs as in effect from time to time. The Executive will not be eligible to participate in a benefit plan, practice or program where a similar benefit is provided in this Agreement.
3.7. Blank on Purpose.
3.8. Blank on Purpose.
3.9. Blank on Purpose.
3.10. Car Allowance. The Company will provide Executive $1,625.00 per month as a car allowance, less applicable withholdings and deductions (the “Car Allowance”). The Car Allowance will be paid to Executive monthly through the payroll system and will be reported as income on IRS form W-2. Executive shall have sole responsibility for the maintenance, operation and costs associated with any vehicle Executive purchases or leases and for supporting any request for any tax deduction related to business use of Executive's vehicle.
4.Confidentiality, Proprietary Rights and Non-Competition Agreement. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, and as additional incentive for the Company to enter into this Agreement, Executive agrees to execute and to abide by the Confidentiality, Proprietary Rights and Non-Competition Agreement (the “Non-Competition Agreement”) attached hereto as Exhibit A, which Non-Competition Agreement shall also commence on the Effective Date.
5.Termination of Employment. Executive’s employment may be terminated in accordance with the provisions of this Section 5.
5.1.Termination by the Company. The Company may terminate Executive’s employment immediately at any time, with or without Cause, by written notice to Executive. “Cause” means a reasonable and good faith determination by the Company that:
(a) the Executive has failed to substantially perform Executive’s duties and obligations to the Company under this Agreement to the satisfaction of the Company (other than failure resulting from the Executive’s incapacity because of Disability, as defined in Section 5.4 (Termination on Account of Death or Disability)), including one or more acts of gross negligence or insubordination or a material breach of the Company’s policies and procedures (other than such policies set for in Section 5.1(b) below), which failure is not cured, if capable of being cured, within fifteen (15) days after a written demand for cure is received by the Executive from the Company which specifically identifies the manner in which the Company believes the
Executive has failed to substantially perform Executive’s duties and obligations to the Company to the Company’s satisfaction;
(b)the Executive has materially breached the Company’s Code of Conduct, its Equal Opportunity and Anti-Harassment policies, or compliance policies (including the Code of Business Conduct, the Anti-Bribery Policy, the Competition Law Compliance Manual and the Global Policy on Healthcare Business Ethics);
(c)the Executive has been indicted for, convicted of, or entered a plea of guilty or nolo contendere to, a felony or any other crime involving fraud, dishonesty, theft, breach of trust or moral turpitude;
(d)the Executive has willfully engaged in conduct which results in, or could reasonably be expected to result in, material injury to the Company’s financial condition, reputation, or ability to do business;
(e)the Executive has materially breached this Agreement, the Non-Competition Agreement, or any other agreement with the Company;
(f)the Executive has violated state or federal securities laws or regulations; or
(g)the Executive has willfully failed to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, willfully destroyed or failed to preserve documents or other materials relevant to such investigation, or willfully induced others to fail to cooperate or to produce documents or other materials in connection with such investigation.
5.2.Termination by Executive without Good Reason. Executive may terminate Executive’s employment with the Company at any time without Good Reason upon at least sixty (60) days’ advance written notice to the Company. During such notice period, Executive shall continue to perform all of Executive’s duties in accordance with the provisions hereunder. The Company shall have the option, at its sole discretion, to require Executive to work remotely during the notice period or make Executive’s termination effective at any time prior to the end of such notice period.
5.3.Termination By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason in accordance with this Section 5.3. “Good Reason” means (a) a material diminution in the Executive’s authority, duties, or responsibilities without Executive’s consent; provided, however, that if there is Change in Control (as defined below) or other corporate restructuring, Executive shall not have Good Reason solely on account of Executive holding materially the same position in the surviving legal entity or business unit as Executive held before such Change in Control or other restructuring, even if now part of a larger company or conglomerate; (b) a material reduction in the Executive’s Base Salary; (c) a change by the Company in the location at which the Executive performs Executive’s principal duties for the Company to a new location that is more than fifty (50) miles from the location at which the Executive performed Executive’s principal duties for the Company immediately prior to such change; or (d) a material breach by the Company of this Agreement; provided, however, that in the case of clauses (a), (b), (c), or (d), (i) Executive provides written notice to the Company objecting to the existence of a condition for Good Reason within thirty (30) days of the initial existence thereof, (ii) the Company has thirty (30) days after receipt of such notice to cure the condition for Good Reason and fails to do so, and (iii) Executive terminates Executive’s employment within thirty (30) days of the expiration of such cure period.
5.4.Termination on Account of Death or Disability. Executive’s employment will terminate automatically upon the death of Executive and the Company may terminate the Executive’s employment upon the Executive’s Disability. “Disability” shall mean a physical or mental illness, impairment, or infirmity (other than an absence from work on an approved maternity or paternity leave) which renders the Executive unable to perform the essential functions of Executive’s position, including Executive’s duties under this Agreement, with reasonable accommodation, for at least one hundred and twenty (120) consecutive days or for shorter periods aggregating one hundred and eighty (180) days during any three hundred and sixty-five (365) day period.
6.Compensation and Benefits Upon Termination.
6.1.In General. Upon termination of Executive’s employment for any reason, Executive shall be entitled to receive payment of Executive’s accrued but unpaid Base Salary and any other amounts or benefits, including expenses incurred before termination and eligible for reimbursement under Section 3.4 (Business Expenses), in which Executive is entitled through the date of termination in accordance with the provisions hereunder and the employee benefit plans in which Executive participates.
6.2.Severance Upon Termination without Cause or for Good Reason.
(a)If Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason, subject to the provisions of Section 6.4 (Release) and Section 6.5 (Forfeiture/Conditions), Executive shall be entitled to receive (i) Base Salary continuation for the Severance Period (as defined below), payable in accordance with the Company’s regular payroll schedule during the Severance Period, (ii) an amount equal to Executive’s target Annual Bonus for the Severance Period (using the target from the year of termination), payable in substantially equal installments over the Severance Period (clauses (i) and (ii) collectively, the “Severance Payments”), and (iii) a pro-rata portion of the Annual Bonus Executive would have received for the year of termination based on the number of days Executive was employed from the start of the applicable calendar year until the date of termination, payable at the same time bonuses are paid to other employees (the “Severance Bonus”).
(b)If Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason, subject to the provisions of Section 6.4 (Release) and Section 6.5 (Forfeiture/Conditions), Executive shall be entitled to continue participating in the Company’s health benefits for the Severance Period (the “Severance Benefits”), as follows: (i) such continued benefits shall be subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (ii) the Company will pay the company contribution and Executive shall be required to pay the employee contribution in the same amounts that would apply if Executive remained employed with the Company; (iii) Executive’s right to receive further Severance Benefits shall terminate if and when Executive secures alternative health benefits from a new employer, of which Executive shall promptly notify the Company; and (iv) the Company shall be required to provide the Severance Benefits only to the extent that the Company continues offering an employee health benefits plan and the Company is not required to provide post-termination coverage to other employees to avoid a violation of applicable nondiscrimination requirements.
(c)The “Severance Period” shall be twelve (12) months following the termination of Executive’s employment, except that, in the case of a termination of Executive’s employment by the Company without Cause or by Executive for Good Reason on or within twelve 12 months following the date of a Change in Control (as defined below), the “Severance Period” shall be twenty-four (24) months following the termination of Executive’s employment.
(d)A “Change in Control” means, and shall occur if:
(e)(i) the Company consummates, in a single or any series of related transactions, a merger, consolidation, share exchange or other reorganization or similar transaction with any other corporation, person, or group of affiliated persons, other than a transaction:
(f) (1) that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) a majority of the combined voting power of the Company’s, or the surviving entity’s, as applicable, outstanding securities;
(2) whereby the persons controlling (directly or indirectly) the casting of the majority of the voting rights attaching to the Company’s voting securities immediately prior thereto continue to control the casting of the majority of the voting rights attaching to the Company’s, or the surviving entity’s, as applicable, outstanding securities after the applicable transaction; or
(3) whereby the persons exercising the direct or indirect right or power to remove directors of the Company holding a majority of the voting rights at meetings of the relevant board immediately prior thereto continue to exercise such direct or indirect right or power to remove directors of the Company (or of the surviving entity, as applicable) holding a majority of the voting rights at meetings of the relevant board after the applicable transaction;
(g)(ii) the Company sells all or substantially all of the Company’s assets; or
(h)(iii) Indivior plc, the parent of the Company (“Indivior”) consummates a transaction of the type described in clause (i) or (ii).
(i)Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s or Indivior’s, as applicable, jurisdiction of incorporation; or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s or Indivior’s, as applicable, voting securities immediately before such transaction.
6.3.Bonus Upon Death or Disability. If Executive’s employment is terminated on account of Executive’s death or Disability, Executive shall receive a pro-rata portion of the Annual Bonus Executive would have received for the year of termination based on the number of days Executive was employed from the start of the applicable calendar year until the date of termination, payable at the same time bonuses are paid to other employees.
6.4.Release. Executive’s rights to the Severance Payments, any Severance Bonus and the Severance Benefits are conditioned upon Executive executing and not revoking a valid release agreement in substantially the form attached hereto as Exhibit B (the “Release”), within the time periods set forth therein, releasing the Company and its affiliates, employees,
officers and directors from any and all liability in connection with Executive’s employment or termination of employment. Any Severance Payments or any Severance Bonus due for the period after termination and before the Release becomes effective shall be paid with the first payment after the Release becomes effective. If the period during which Executive has discretion to execute or revoke the Release straddles two calendar years, the Company shall make payments conditioned on the Release no earlier than January 1st of the second calendar year, regardless of which year the Release becomes effective.
6.5.Forfeiture/Conditions. Executive’s rights to the Severance Payments, any Severance Bonus and the Severance Benefits are (a) forfeited if the Company discovers facts that would have given the Company the right to terminate Executive’s employment for Cause had the Company been aware of such facts at the time of Executive’s termination and (b) conditioned on (i) Executive completing and/or signing all Company certifications as required by the Company, including the I&C Compliance Certification and (ii) Executive’s compliance with Section 9.2 and the Non-Competition Agreement, including, to the extent applicable, Executive’s non-competition and non-solicitation obligations under Section 5 of the Non-Competition Agreement. In the event the Company discovers such facts or Executive fails to comply with such obligations, the Company’s obligation to pay Executive any additional Severance Payments or any Severance Bonus or provide any additional Severance Benefits shall cease immediately and Executive shall promptly refund any Severance Payments, Severance Benefits and any Severance Bonus previously paid by the Company. The Company’s rights under this Section 6.5 shall be full recourse and shall be in addition to its rights under Section 9.3 (Recoupment). The Company shall have the right to offset Executive’s obligations under this Section 6.5 against any amounts otherwise owed to Executive from the Company or its subsidiaries.
6.6.No Additional Compensation or Benefits. Executive is not entitled to receive any compensation or benefits from the Company upon Executive’s termination except as set forth in this Agreement. Moreover, the terms and conditions afforded Executive under this Agreement are in lieu of any severance payments or benefits to which Executive otherwise might be entitled pursuant to any severance plan, policy and practice of the Company.
7.Insurance and Indemnification. The Company shall indemnify Executive as provided under the Company’s Deed Poll of Indemnity dated 5 November 2014 (the “Deed Poll”) to the fullest extent permitted by applicable law. The Company and Executive intend that such obligation shall remain in full force and effect, such that a future change in the Deed Poll, other than a change required by applicable law, shall not affect the Company’s obligations pursuant to this Section 7. The Company shall use commercially reasonable efforts to maintain directors’ and officers’ liability insurance during the Term in amounts and on terms reasonable and customary for similarly situated companies, and Executive shall be covered by such insurance on the same basis as other executive officers of the Company.
8.Notices. All notices, requests, demands and other communications required or permitted to be given in writing pursuant to this Agreement shall be deemed given and received: (a) upon delivery if delivered personally; (b) on the next day after being deposited with a reliable overnight delivery service; or (c) upon receipt of an answer back confirmation, if transmitted by facsimile, addressed to the below indicated facsimile number (if any). Notice given in another manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses and facsimile number (if any) of the parties shall be as follows:
If to the Company, to: Chief Human Resources Officer
10710 Midlothian Turnpike, Suite #125
Richmond, VA 23235
With a copy to: Chief Legal Officer
10710 Midlothian Turnpike, Suite #125
Richmond, VA 23235
If to Executive, to the address set forth on the signature page hereto or such other address on the personnel records of the Company.
provided that: (i) each party shall have the right to change its address for notice, and the person who is to receive notice, by the giving of fifteen (15) days’ prior written notice to the other party in the manner set forth above; and (ii) notices shall be effective if given to the other party in the manner set forth above regardless of whether a copy was received by the additional addressee specified above.
9.Rights and Obligations Upon Termination.
9.1.Survival. This Agreement, and all obligations of the Company and Executive hereunder, will terminate upon the termination of Executive’s employment, with the following exceptions: (a) Executive’s continuing obligations under Section 4 (Confidentiality, Proprietary Rights and Non-Competition Agreement) and the Non-Competition Agreement; (b) any amounts payable and benefits to be provided by the Company as set forth in Section 6; (c) Executive’s rights to indemnification under Section 7 (Insurance and Indemnification); and (d) the relevant provisions of Section 8 (Notices), this Section 9 (Rights and Obligations Upon Termination), Section 10 (Governing Law and Dispute Resolution), Section 11 (Withholding and Section 409A), and Section 12 (Miscellaneous Provisions).
9.2.Transition. In the event of termination of Executive’s employment other than in connection with Executive’s death, Executive agrees to cooperate with the Company in order to ensure an orderly transfer of Executive’s duties and responsibilities.
9.3.Recoupment. Notwithstanding anything in this Agreement to the contrary, any payments or benefits paid or due to Executive by the Company or any Group Company under this or any other agreement shall be subject to any recoupment or clawback policy adopted by the Company or any Group Company from time to time, and to any requirement of applicable law, obligation of the Company or any of its affiliates to any government entity, agency or regulator, or listing standard that requires the Company to recoup or clawback any such payments or benefits. The Company’s rights under this Section 9.3 shall be full recourse and shall be in addition to its rights under Section 6.5 (Forfeiture/Conditions). The Company shall have the right to offset Executive’s obligations under this Section 9.3 against any amounts otherwise owed to Executive from the Company or its affiliates (including any amounts held in escrow for Executive). The Executive further agrees to execute any such additional documents as the Company deems reasonably necessary to give effect to the foregoing.
10.Governing Law and Dispute Resolution.
10.1.Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of Delaware, without regard to or application of choice-of-law rules or principles, and without regard to the place of execution or the place of performance thereof.
10.2.Venue. The parties agree that any legal proceeding, commenced by one party against the other, shall be brought in any state or federal court having proper jurisdiction
within the State of Delaware. Both parties submit to such jurisdiction, and waive any objection to venue and/or claim of inconvenient forum.
10.3.Equitable Relief; Rights and Remedies. Nothing in this Agreement shall limit the rights of the Company to seek equitable relief in the event of a breach or threatened breach of the Non-Competition Agreement. No right, power or remedy conferred upon a party in this Agreement shall be exclusive, and each such right, power and remedy shall be cumulative and in addition to every other right, power, or remedy, whether conferred in this Agreement, the Non-Competition Agreement, or any other agreement, or now or hereafter available at law or in equity or by statute or otherwise.
11.Withholding and Section 409A.
11.1.Withholding. All amounts paid under this Agreement shall be paid less all applicable tax withholdings and any other withholdings required by law or authorized by Executive.
11.2.Section 409A. The parties intend that the provisions of this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from Executive to the Company or to any other individual or entity. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. If, upon separation from service, the Executive is a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after the Executive’s separation from service will instead be paid in the seventh month following the Executive’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)).
12.Miscellaneous Provisions.
12.1.Severability. In the event that any provision of this Agreement is found by a court, arbitrator or other tribunal having competent jurisdiction to be illegal, invalid or unenforceable, then such provision shall not be voided, but shall be recast so as to be enforced to the maximum extent permissible under applicable law while taking into account the original intent and effect of the provision, and the remainder of this Agreement shall remain in full force and effect. Any prohibition or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
12.2.Parties Bound. The terms, provisions, covenants and agreements contained in this Agreement shall apply to, be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. The Company may assign this Agreement to its successors or affiliates, as in existence from time to time (the “Group”). Executive may not assign this Agreement. If this Agreement is assigned to another member of the Group, or any other assignee, in connection with the transfer of the Executive’s employment to such member or other assignee, to the extent appropriate and on a going forward
basis, references to “Company” shall be deemed replaced with references to such new employer. Executive understands and agrees that the terms of this Agreement will continue to apply to and bind Executive even if Executive is transferred at some time from Company or any of its affiliates or subsidiaries to another of Company or any of its affiliates or subsidiaries. The Executive acknowledges further that Company’s affiliates, including the other members of the Group, are intended beneficiaries of this Agreement.
12.3.Entire Agreement. This Agreement, together with the Non-Competition Agreement, supersede all prior understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement and constitute the sole agreement between the parties with respect to the subject matter hereof. Each party acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Non-Competition Agreement.
12.4.Amendments; Waiver. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and the Company. By an instrument in writing similarly executed, Executive or the Company may waive compliance by the other party with any specifically identified provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.
12.5.Construction. This Agreement shall be deemed drafted equally by both the Company and Executive. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Unless the context clearly indicates to the contrary, (i) the plural includes the singular and the singular includes the plural; (ii) “includes” and “including” are each “without limitation”; (iii) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.
12.6.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile or electronically shall be deemed effective for all purposes.
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IN WITNESS WHEREOF, the parties have entered into this Employment Agreement on the date first written above.
EXECUTIVE
Ryan Preblick
Indivior Inc.
By: Angela Colon-Mahoney
Title: Chief Human Resources Officer
EXHIBIT A
Confidentiality, Proprietary Rights and Non-Competition Agreement
EXHIBIT B
Form of Release
Exhibit 10.2
CONFIDENTIALITY, PROPRIETARY RIGHTS AND NON-COMPETITION AGREEMENT
This Confidentiality, Proprietary Rights and Non-Competition Agreement (the “Agreement”) is entered into as of January 1, 2025 (the “Effective Date”), by Indivior, Inc. (the “Employer”, collectively with its affiliates, as in existence from time to time, the “Group”) and Ryan Preblick (the “Employee”).
Employer and Employee are entering into an Employment Agreement, dated as of January 1, 2025 (the “Employment Agreement”). In consideration of Employee’s employment by Employer and the benefits he will receive from the Group, which Employee acknowledges to be good and valuable consideration for Employee’s obligations hereunder, Employer and Employee hereby agree as follows:
1.Confidentiality
A.Definition. “Confidential Information” includes materials and information of and relating to the Group or the Group’s business, regardless of (i) whether marked as “confidential” or “proprietary”, (ii) whether or not patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States or elsewhere, and (iii) whether generated by Employer or another member of the Group, or their employees or agents or received by the Group from third parties such as customers, suppliers, licensors, licensees, partners and collaborators of the Group. Confidential Information shall include information of a technical nature such as software, trade secrets, processes, designs, methodologies, technology, know-how, data, ideas, techniques and inventions, as well as terms of agreements, transactions and pending negotiations for transactions, financial information, customer and supplier information, marketing and product development plans, forecasts, and other information concerning the Group’s or its customers’ actual or anticipated products or services, business, research or development, or any information which is received in confidence by or for the Group from any other person. Employee understands that the foregoing is not an exhaustive list, and that Confidential Information also includes other information that is marked or otherwise identified as “confidential” or “proprietary”, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information shall not include any information that (i) is or becomes publicly known through lawful means, or (ii) was rightfully in Employee’s possession or part of Employee’s general knowledge prior to Employee’s employment by Employer, including any Employee Pre-Existing Intellectual Property.
B.Employee Acknowledgments.
1.Employee understands and acknowledges that, during the course of employment by Employer, Employee will have access to and learn about Confidential Information of and relating to the Group and its business and existing and prospective customers, suppliers, investors and other associated third parties. Employee further understands and acknowledges that such Confidential Information and the Group’s ability to reserve the
Confidential Information for the exclusive knowledge and use of Employer is of great competitive importance and commercial value to the Group and third parties disclosing such information to the Group, and that improper use or disclosure of the Confidential Information by Employee might cause the Group and such third parties to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages and/or criminal penalties.
2.Employee understands and agrees that Confidential Information developed by Employee in the course of Employee’s employment by Employer shall be subject to the terms and conditions of this Agreement as if Employer furnished such Confidential Information to Employee in the first instance.
C.Non-Disclosure Obligations.
Employee agrees and covenants:
1.to treat all Confidential Information as strictly confidential and as the sole and exclusive property of the Group;
2.not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow Confidential Information to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever and, in any event, not to anyone outside of the direct employ of the Group except as required in the performance of Employee’s authorized employment duties to Employer or with prior consent of an authorized officer acting on behalf of Employer in each instance, but only to the extent of such duties or consent;
3.to use the Confidential Information only for the benefit of the Group; and
4.upon the termination of Employee’s employment, to immediately return or destroy, at Employer’s option, all Employer Materials in Employee’s possession. “Employer Materials” means any documents, media or other items that contain or embody Confidential Information, whether or not labeled “confidential” or “proprietary”. Employer Materials include laptops, documents (including hard copies and copies on any electronic format, whether on computer, hard drive, PDA, disk, laptop hard drive, e-mail, or in any other format), blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, printouts, sound recordings and other digital, printed, typewritten or handwritten documents, sample products, prototypes and models.
Employee understands and acknowledges that Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Employee’s first having access to such Confidential Information (regardless of when such Confidential Information is received) and shall continue during and after Employee’s employment by Employer until such time as the Confidential Information shall become public knowledge, other than as a result of Employee’s breach of this Agreement or breach by those acting in concert with Employee or on Employee’s behalf.
D.Required/Permitted Disclosures. Notwithstanding Section 1.C., nothing in this Agreement shall be construed to prevent disclosure of Confidential Information:
1.as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the minimum extent of disclosure required by such law, regulation or order. Employee shall promptly provide written notice of any such order to an authorized officer of Employer and provide all assistance Employer reasonably requires to contest such law, regulation or order.
2.Notwithstanding any other provision of this Agreement, pursuant to the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (a) is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
3.Notwithstanding any other provision of this Agreement, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose Employer’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
4.With the exception for information that is protected from disclosure by any applicable law or privilege, nothing in this Agreement prohibits or limits the Employee or the Employee’s counsel from initiating communications directly with, responding to any inquiry from, volunteering information to, or providing testimony before, among others, the Securities and Exchange Commission, in connection with any reporting of, investigation into, or proceeding regarding suspected violations of law.
2.Ownership of Work Product
A.Definitions.
1.“Intellectual Property Rights” means: all (i) trademarks and trademark rights, trade names and trade name rights, service marks and service mark rights, service names and service name rights (together with the goodwill associated with any of the foregoing), (ii) patents and patent rights, (iii) copyrights and copyright rights, (iv) trade secret rights, rights of publicity, mask work rights, rights of privacy, Moral Rights (as defined in Section 2.D.), database rights, and all other intellectual property rights and proprietary rights as may exist now or hereafter come into existence, regardless of whether such rights arise under the laws of the United States or any other jurisdiction or under any treaty or convention, and all registrations, applications, extensions, continuations, revisions, reissues, and renewals in connection with any of the foregoing, as well as all rights of priority and all rights to sue for past, present and future infringement,
misappropriation, dilution, misuse or other violation of any of the foregoing, including for injury to goodwill, and to recover all proceeds relating to any of the foregoing, including licenses, royalties, income, payments, claims, damages (including attorneys’ fees and expert fees) and proceeds from lawsuits under the laws of any jurisdiction worldwide.
2.“Work Product” means all writings, works of authorship, technology, inventions, discoveries, designs, graphics, source code (including HTML and other code), trade secrets, ideas, improvements, developments, technology, formulas, compositions, algorithms, software, audio or video files or other types of work product that are authored, invented, created, developed, amended, conceived or reduced to practice by Employee individually or jointly with others during the period of Employee’s employment by Employer or completed within six (6) months thereafter, with respect to any specific Work Product that was substantially begun during the course of Employee's period of employment by Employer and relating in any way to the business or contemplated business, research or development activities of Employer (regardless of when or where the Work Product is prepared or whose equipment or other resources are used in preparation of such Work Product) and all printed, physical and electronic copies and other tangible embodiments and notes or materials related thereto. Work Product shall not include any Employee Pre-Existing Intellectual Property.
B.Disclosure and Ownership. Employee hereby acknowledges and agrees that all Confidential Information and Employer Materials shall be the sole and exclusive property of Employer or other member of the Group to the maximum extent permitted by law. Employee agrees to disclose fully in writing all Work Product to Employee’s immediate supervisor or as otherwise designated by Employer promptly following the creation or development thereof. Employee agrees that, to the maximum extent permitted by applicable law, all Work Product and all Intellectual Property Rights therein and thereto shall be the sole and exclusive property of Employer. To the extent that all worldwide rights, title and interests, including all Intellectual Property Rights, in and to any Work Product do not, by operation of law or otherwise, vest solely and exclusively in Employer, Employee hereby irrevocably assigns and transfers solely and exclusively to Employer (by way of present assignment of existing and future rights), all Work Product and all worldwide rights, title, and interests, including all Intellectual Property Rights, in and to such Work Product, free and clear of any liens and other encumbrances and without reservations of any kind. Each such assignment and transfer shall be deemed effective as of the date that such Work Product is first created or developed or otherwise reduced to practice. Employee understands and agrees that the foregoing assignment includes a present conveyance to Employer of ownership of Work Product and Intellectual Property Rights that are not yet in existence.
C.Employee Pre-Existing Intellectual Property.
1.Employee has attached hereto as Schedule I, a complete list of all existing Intellectual Property Rights and writings, works of authorship, technology, inventions, discoveries, designs, graphics, source code (including HTML and other code), trade secrets, ideas, inventions, improvements, developments, technology, formulas, compositions, algorithms, software, audio or video files or other work product or materials to which Employee
claims ownership (whether partial or in its entirety) separate from Employee’s employment by Employer or another member of the Group as of the date of this Agreement and which relate to Employer’s proposed business, products, or research and development (the “Employee Pre-Existing Intellectual Property”). If no list is attached to this Agreement, Employee represents and warrants that there is no such Employee Pre-Existing Intellectual Property. Employee will inform Employer in writing, and obtain Employer’s express written permission, before incorporating any Employee Pre-Existing Intellectual Property into any Work Product or otherwise utilizing such Employee Pre-Existing Intellectual Property in the course of Employee’s employment with Employer.
2.To the extent any Work Product includes, is based on, or is a derivative or improvement of, or cannot reasonably be made, used, reproduced or distributed without using or violating Intellectual Property Rights in any Employee Pre-Existing Intellectual Property or any other Intellectual Property Rights Employee owns or licenses that have not been assigned hereunder, Employee hereby grants the worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, non-exclusive and sub-licensable right and license (with the right to grant and authorize sublicenses through multiple levels of sublicensees) to exploit and exercise all such Intellectual Property Rights in support of Employer’s exercise or exploitation of any Work Product incorporating such Intellectual Property Rights (including any embodiments, modifications, improvements and derivatives thereof.) Each such license shall be deemed effective as of the date that such Work Product is first created or developed or otherwise reduced to practice.
D.Works Made for Hire. Employee further acknowledges and agrees that all of the Work Product consisting of copyrightable subject matter, including any computer program, programming documentation, and other work of authorship is “work made for hire” as defined in in the Copyright Act of 1976 (17 U.S.C. §101), as amended, and such copyrights are therefore owned by Employer.
E.Assignment or Waiver of Moral Rights and Other Intellectual Property Rights. Any assignment of Work Product hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, modification, attribution, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” anywhere in the world (collectively, “Moral Rights”). To the extent that any Moral Rights or any other Intellectual Property Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where such Moral Rights or such other Intellectual Property Rights exist, Employee hereby waives such Moral Rights and such other Intellectual Property Rights and consents to any action of the Group and its successors and assigns that would violate such Moral Rights and other Intellectual Property Rights in the absence of such consent. Employee shall confirm any such waivers and consents from time to time as requested by Employer. Additionally, to the extent any rights hereunder cannot be waived, Employee hereby grants to Employer, its successors and assigns, a perpetual, irrevocable, exclusive, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to do anything the owner of such rights could do.
F.Execution of Documents. Employee agrees to perform all acts or refrain from taking action, as required, and agrees to execute and deliver to Employer any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be deemed necessary or desirable by Employer (either during or after Employee’s employment) to evidence, obtain, perfect, transfer to Employer or enforce any of the Intellectual Property Rights related to the Work Product or other rights in this Section 2 throughout the world and to render all lawful assistance in connection with the same. Employee agrees that the obligations set forth in this Section 2 shall continue after termination of Employee’s employment.
G.Power of Attorney. Employee hereby irrevocably designates and appoints Employer and its duly authorized officers and agents, as Employee’s agents and attorney-in-fact to act for and on Employee’s behalf to execute and file any documents, applications or related findings and to do all other lawfully permitted acts to further the purposes set forth above in this Section 2, including the perfection of assignment and the prosecution and issuance of Intellectual Property Rights or other rights in connection with the Work Product and improvements thereto with the same legal force and effect as if executed by Employee. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.
H.Open Source. Employee shall not incorporate any open source or other third party code into any Work Product or into any of Employer’s products or services without Employer’s prior written consent.
I.Records. Employee shall maintain adequate, current, and accurate written records with respect to all Work Product. As between Employer and Employee, the records are and will be available to and remain the sole and exclusive property of Employer at all times.
3.Publicity
Employee hereby consents to any and all uses and displays by Employer and its agents of Employee’s name, voice, likeness, image, appearance and biographical information in or in connection with any printed, electronic or digital materials, including any pictures, audio or video recordings, digital images, websites, television programs, advertising, sales or marketing brochures, printed materials and computer media, throughout the world and at any time during or after Employee’s employment by Employer for all legitimate business purposes of the Group (the “Permitted Use”). Employee hereby forever releases each member of the Group and their directors, officers, employees, representatives and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind arising under any legal or equitable theory whatsoever at any time during or after the period of Employee’s employment by Employer in connection with any Permitted Use.
4.Non-Disparagement
Employee agrees and covenants that Employee will not at any time, during or after Employee’s employment, make, publish or communicate, or encourage others to make, publish, or communicate, to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning any member of the Group, any of their respective
businesses, products, services or activities, or any of their respective current or former officers, directors, managers, employees or agents. This Section 4 shall not prohibit Employee from providing truthful testimony in response to a validly issued subpoena or providing information to a local, state or federal government agency such as the U.S. Securities and Exchange Commission, the National Labor Relations Board or the Equal Employment Opportunity Commission.
5.Restrictive Covenants.
A.Definitions.
1.Competitor. The Group is currently engaged in the development, manufacture, promotion, distribution, sale, detailing, and marketing of medication used in the treatment of opioid dependence, alcohol use disorder, opioid overdose and cocaine overdose. The term “Competitor” shall refer to any person, firm, corporation, partnership or other business entity engaged in or about to become engaged in the production, licensing, sale or marketing of any product or service:
a)which is substantially similar to or directly competitive with any product or service of the Group with which Employee has been directly concerned through Employee’s work for the Group during the one (1) year preceding the Employee’s termination of employment with Employer; or
b)with respect to which Employee has acquired Confidential Information during Employee’s employment with Employer.
2.Competitive Services. The term “Competitive Services” shall refer to products or services competitive with the products or services performed, provided, or sold by the Group to a Customer by Employee or proposed to be performed, provided or sold to a Prospective Customer by Employee during the one (1) year period immediately prior to the termination of Employee’s employment with Employer for any reason.
3.Customer. The term “Customer” shall refer to any person or entity to or for whom Employee performed, provided, or sold products or services on behalf of the Group or with whom Employee interacted on behalf of the Group for the purpose of performing, providing, or selling such products or services during the one (1) year period immediately preceding the termination of Employee’s employment with Employer for any reason.
4.Prospective Customer. The term “Prospective Customer” shall refer to any person or entity whom Employee solicited or made a proposal to for the provision, performance, or sale of services on behalf of the Group during the six (6) month period immediately preceding the termination of Employee’s employment with Employer for any reason.
5.Restricted Period. The term “Restricted Period” means the twelve (12) months following the termination of Employee’s employment with Employer for any reason, except that, in the case of a termination of Employee’s employment by Employee for Good Reason (as defined in the
Employment Agreement) or by Employer without Cause (as defined in the Employment Agreement) on or within twelve (12) months following the date of a Change in Control (as defined in the Employment Agreement), then “Restricted Period” means the twenty-four (24) months following the termination of Employee’s employment with Employer.
B.Non-Competition and Non-Solicitation.
1.Non-Competition. As a material inducement to the Employer to enter into this Agreement and to employ Employee, Employee covenants and agrees that without Employer’s prior written consent, during Employee’s employment with Employer and the Restricted Period, Employee shall not (a) perform Competitive Services for any Competitor anywhere in the world, nor (b) engage, directly or indirectly, as principal, agent, officer, employee or otherwise, anywhere in the United States, in any actions to (i) divert or take away any Customer or supplier of the Group, (ii) seek to reduce the amount of business performed or engaged in by the Group with any Customer or supplier, (iii) provide services to, or assist in any manner any Competitor if doing so would require Employee to provide services to a Competitor that are the same or substantially similar in function or purpose to the services that Employee provided to Employer at any point during the two years preceding Employee’s termination of employment with Employer or likely result in Employee’ use or disclosure of Employer’s Confidential Information notwithstanding Employee’s undertaking to the contrary, or (iv) otherwise compete with the Group in the development, manufacture, sale or licensing, of any products or services competitive with the products or services developed or marketed by the Group anywhere in the world at any point during the two years preceding Employee’s termination of employment with Employer.
Notwithstanding the foregoing, Employee shall retain the right to invest in or have an interest in entities traded on any public market or offered by any national brokerage house, provided that said interest does not exceed three percent (3%) of the voting control of said entity.
2.Customer Non-Solicitation. Employee agrees that, during the term of Employee’s employment with Employer and the Restricted Period, Employee shall not, except on behalf of the Group, directly or indirectly, solicit or otherwise engage in any actions to divert or take away the business of any Customer for purposes of performing, providing, or selling Competitive Services to such Customer.
3.Prospective Customer Non-Solicitation. Employee agrees that, during the term of Employee’s employment with Employer and the Restricted Period, Employee shall not, except on behalf of the Group, directly or indirectly, solicit or otherwise engage in any actions to divert or take away the business of any Prospective Customer for purposes of performing, providing, or selling Competitive Services to such Prospective Customer.
4.Non-Piracy of Customers. Employee agrees that, during the term of Employee’s employment with Employer and the Restricted Period, Employee shall not, except on behalf of the Group, directly or indirectly, perform, provide, or sell Competitive Services to any Customer.
5.Non-Piracy of Prospective Customers. Employee agrees that, during the term of Employee’s employment with Employer and the Restricted Period, Employee shall not, except on behalf of the Group, directly or indirectly, perform, provide, or sell Competitive Services to any Prospective Customer.
6.Non-Solicitation of Employees. Employee agrees that any attempt on Employee’s part to induce others to leave the Group’s employ, or any effort by Employee to interfere with the Group’s relationship with its other employees would be harmful and damaging to the Employer and the other members of the Group. Employee agrees that during the term of Employee’s employment and the Restricted Period, Employee will not in any way, directly or indirectly (a) induce or attempt to induce any employee of the Group to quit employment with the Group; (b) otherwise interfere with or disrupt the Group’s relationship with its employees; (c) solicit, entice, or hire away any employee of the Group; or (d) hire or engage any employee of the Group or any former employee of the Group whose employment with the Group ceased less than one (1) year before the date of such hiring or engagement.
C.Employee’s Acknowledgements and Agreements. Employee acknowledges that the covenants in this Section 5 have unique, very substantial and immeasurable value to the Group. Employee acknowledges and agrees that the products and services developed by the Group are or are intended to be marketed and licensed to customers worldwide. Employee further acknowledges and agrees to the reasonableness of this covenant not to compete and the reasonableness of the geographic area and duration of time which are a part of said covenant. Employee also acknowledges and agrees that this covenant will not impair Employee from becoming gainfully employed, or otherwise earning a livelihood following termination of employment with Employer. Employee also acknowledges and agrees that this Agreement is supported by adequate consideration through Employee’s employment or continued employment with Employer pursuant to the Employment Agreement and the benefits thereunder, including eligibility for or receipt of any severance or Long Term Incentive Plan benefits. Employer would not have entered into this Agreement or the Employment Agreement or agreed to share the Confidential Information with Employee if Employee did not agree to this Section 5.
D.Survival. This Section 5 shall survive the termination or expiration of this Agreement and the termination of Employee’s employment for any reason.
E.Applicability. THIS SECTION 5 SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE PART OF THE AGREEMENT, IN THE EVENT EMPLOYEE IS EMPLOYED TO PERFORM SERVICES PRINCIPALLY IN THE STATE OF CALIFORNIA, AND SECTION 5 SHALL BE AND BECOME IMMEDIATELY EFFECTIVE AND PART OF THIS AGREEMENT IF AND WHEN EMPLOYEE IS EMPLOYED TO PERFORM SERVICES PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. During any period that this Section 5 is not applicable, Employee continues to owe a duty of loyalty to the Employer, shall comply with Employee’s obligations under the Employment Agreement, and shall not, at any time during Employee’s employment with Employer, directly or indirectly engage in any other employment, occupation or business activity without the prior written consent of the Employer.
6.At-Will Employment
Employee understands and acknowledges that this Agreement does not constitute a contract of employment or obligate Employer to employ Employee for any stated period of time. Employee is an “at will” employee of Employer and Employee’s employment can be terminated at any time (with or without notice), for any reason or for no reason, by either Employee or Employer, subject to the terms set forth in the Employment Agreement.
7.Former Employer Information; No Conflict; Compliance with Rules
A.Employee represents that the performance of the terms of this Agreement and acting as an employee of Employer do not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Employee in confidence or in trust prior to employment by Employer, and Employee shall not disclose to Employer or induce Employer to use any confidential or proprietary information or materials belonging to any previous employers or others. Employee further agrees not to bring onto Employer’s premises or transfer onto Employer’s systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, Employer has been consented to in writing by such third party.
B.Employee has not entered into and shall not enter into any agreement, either written or oral, in conflict with this Agreement or in conflict with Employee’s employment with Employer.
C.Employee shall comply with all rules and policies of Employer, as they may be amended from time to time, including, with respect to access, safekeeping and return of Confidential Information, Employer Materials and Work Product.
8.Notice of New Business; Authorization to Notify Others
Throughout the Employee’s employment and the Restricted Period, Employee shall give advance notice to Employer of each new business activity Employee undertakes, which notice shall state the name and address of the person or entity for whom such activity is to be undertaken and the nature of Employee's business relationship(s) and position(s) with such person or entity. Employee agrees that Employer shall have the right to provide notice of Employee's obligations under this Agreement and/or a copy of this Agreement to any person or entity that is an employer or prospective employer of Employee, and any person or entity that may engage Employee to otherwise provide services or that otherwise may engage with Employee in a new business activity. Employee agrees to defend, indemnify and hold the Group and all employees, directors, and officers of the Group harmless from any and all claims, costs and damages in any way arising in connection with the Group providing notice of Employee's obligations under this Agreement and/or a full or partial copy of this Agreement to any person.
9.Obligations and Remedies
A.Employee agrees that an impending or existing violation of any of the covenants contained in this Agreement would cause the Group irreparable injury for which it would have no adequate remedy at law and agrees that Employer and/or any
member of the Group shall be entitled to obtain injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it at law or in equity. Employee agrees and consents that Employer and/or any member of the Group shall be entitled to a temporary or permanent injunction or other equitable relief against any such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. Employee also agrees that, in the event that Employee shall breach any of covenants contained in this Agreement or initiates legal action to challenge any such covenant, Employee shall be liable to Employer for attorneys’ fees and costs incurred in any legal activity engaged in, defended by, or prosecuted by Employer and/or any member of the Group to enforce such covenant or seek remedy of such breach.
B.Employee further acknowledges and agrees that, pursuant to Section 6.5 of the Employment Agreement (Forfeiture/Conditions), Employee will forfeit any severance payments, bonus, or benefits to which Employee might have a right if Employee fails to comply with any of the non-competition and non-solicitation obligations in Section 5 of this Agreement.
C.Employee’s obligations under each of Sections 1 through 5, above are independent, separable, and independently enforceable of each other and of any legal obligations that may exist between Employer and Employee. The real or perceived existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or some other basis, shall not alleviate Employee of Employee’s obligations under this Agreement and shall not constitute a defense to the enforcement by Employer of the restrictions and covenants contained herein. No right, power or remedy conferred upon a party in this Agreement shall be exclusive, and each such right, power and remedy shall be cumulative and in addition to every other right, power, or remedy, whether conferred in this Agreement, the Employment Agreement or any other agreement, or now or hereafter available at law or in equity or by statute or otherwise.
10.General
A.Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of Delaware, without regard to or application of choice-of-law rules or principles, and without regard to the place of execution or the place of performance thereof.
B.Forum Selection. The parties agree that any legal proceeding, commenced by one party against the other, shall be brought in any state or federal court having proper jurisdiction within the State of Delaware. Both parties submit to such jurisdiction, and waive any objection to venue and/or claim of inconvenient forum.
C.Assignment; Beneficiaries. The terms, provisions, covenants and agreements contained in this Agreement shall apply to, be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. Employer may assign this Agreement to its successors or affiliates. Employee may not assign this Agreement. If this Agreement is assigned to another member of the Group, or any other assignee, in connection with the transfer of the Employee’s employment to such member or other assignee, to the extent appropriate and on a going forward basis, references to “Employer” shall be deemed replaced with references to such new employer. Employee understands
and agrees that the terms of this Agreement will continue to apply to and bind Employee even if Employee is transferred at some time from Employer or any of its affiliates or subsidiaries to another of Employer or any of its affiliates or subsidiaries. The Employee acknowledges further that Employer’s affiliates, including the other members of the Group, are intended beneficiaries of this Agreement and may seek enforcement of its provisions.
D.Modification and Waiver. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver is agreed to in writing and signed by Employee and by a duly authorized officer of Employer (other than Employee). No delay or omission by the parties in exercising any right under this Agreement will operate as a waiver of that or any other right. No waiver or consent given by a party on any occasion will be construed as a bar to or as a continuing waiver of any right on any other occasion.
E.Construction. This Agreement shall be deemed drafted equally by both Employer and Employee. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Unless the context clearly indicates to the contrary, (i) the plural includes the singular and the singular includes the plural; (ii) “includes” and “including” are each “without limitation”; (iii) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.
F.Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be modified to the minimum extent necessary to comply with applicable law and the intent of the parties. If any provision of this Agreement, or application of it to any person, place, or circumstances, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. Employee and Employer agree that any court of competent jurisdiction is expressly authorized to modify any unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as its deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent of the law.
G.Entire Agreement. This Agreement, together with the Employment Agreement, sets forth the entire agreement and understanding between Employer and Employee relating to the subject matter herein and supersedes all prior discussions between the parties. To the extent that Work Product or Intellectual Property Rights are owned by a member of the Group on the date hereof as a result of prior agreement, this Agreement shall not derogate such ownership. Employee understands and acknowledges that (i) no other representation or inducement has been made to Employee, (ii) Employee has relied on Employee’s own judgment and investigation in accepting employment with Employer, and (iii) Employee has not relied on any representation or inducement made by any officer, employee or representative of Employer. Employee understands and agrees that any
subsequent change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.
H.Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one agreement binding on the parties.
EMPLOYEE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS. EMPLOYEE ACCEPTS THE OBLIGATIONS THIS AGREEMENT IMPOSES WITHOUT RESERVATIONS. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO EMPLOYEE TO INDUCE THE ENTRY INTO THIS AGREEMENT THAT ARE NOT EXPRESSLY CONTAINED HEREIN. AT THE TIME OF SIGNING, EMPLOYEE HAS COMPLETELY DESCRIBED IN SUFFICIENT DETAIL ON SCHEDULE I ANY EMPLOYEE PRE-EXISTING INTELLECTUAL PROPERTY.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have agreed to and accepted this Agreement as of the Effective Date.
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Employee Signature
Ryan Preblick (Please Print) | Indivior, Inc. ________________________________ By: Angela Colon-Mahoney Title: Chief Human Resources Officer |
SCHEDULE I
1.The following is a complete list of all inventions, confidential information, work product or other materials or Intellectual Property Rights relevant to the subject matter of my employment with Employer that have been made, discovered, conceived, first reduced to practice or developed by me or jointly with others prior to my employment by Employer that I desire to remove from the operation of the Confidentiality, Proprietary Rights and Non-Competition Agreement, except as provided in Section 2.B.
__ No Intellectual Property.
__ See below: Any and all Intellectual Property regarding:
__ Additional sheets attached.
2.I propose to bring to my employment the following materials and documents of a former employer:
__ No materials or documents
__ See below:
Date: Employee Signature:
Schedule I to Non-Competition Agreement