The Executive served as Vice President of Sales for Sentinelcore Security, Inc. ("Company") from March 2021 through November 2024, during which time he received confidential information regarding the Company's enterprise SaaS security platform, customer relationships, pricing models, and go-to-market strategy.
In consideration of a separation payment of $485,000, continued vesting of 62,500 restricted stock units through May 15, 2025, and other good and valuable consideration, the Executive agrees to be bound by the covenants set forth below.
Non-Competition Covenant
For a period of twenty-four (24) months commencing on the Separation Date, the Executive shall not, directly or indirectly, whether as employee, officer, consultant, advisor, investor (other than holdings of less than 1% in publicly traded securities), or in any other capacity, provide services to any business engaged in the development, marketing, or sale of enterprise cybersecurity software-as-a-service offerings that compete with the Company's products.
"Competing Products" include, without limitation, cloud-delivered solutions in the following categories:
Geographic Scope
This covenant applies throughout the fifty United States and the District of Columbia. The Executive acknowledges that the Company markets and sells its SaaS offerings on a nationwide basis, that he was personally responsible for revenue operations across all U.S. regions, and that a nationwide restriction is reasonable and necessary to protect the Company's legitimate business interests.
Customer Non-Solicitation
For the twenty-four (24) month Restricted Period, the Executive shall not, directly or indirectly, solicit, accept business from, divert, or attempt to divert any customer, prospective customer, or channel partner with whom the Executive had material contact during the final twenty-four months of his employment, for the purpose of offering or selling any Competing Product.
"Material contact" includes any customer whose account the Executive managed, negotiated, or for which he reviewed confidential financial or technical information, including all accounts identified on Schedule A to this Agreement.
Employee Non-Solicitation
For the twenty-four (24) month Restricted Period, the Executive shall not solicit, recruit, or hire any person who is or was an employee of the Company within the six months preceding the solicitation, nor encourage any such employee to terminate their employment with the Company.
Confidentiality & Return of Materials
The Executive reaffirms all confidentiality obligations under the Employee Proprietary Information and Inventions Agreement dated March 8, 2021, and confirms that he has returned all Company property, including laptops, mobile devices, access credentials, customer lists, pipeline reports, and any derivatives thereof.
Remedies, Severability & Governing Law
The Executive acknowledges that any breach of Sections 1 through 4 would cause irreparable harm for which monetary damages are inadequate, and that the Company shall be entitled to injunctive relief in addition to any other remedy available at law or equity, including forfeiture of unvested equity and recovery of the separation payment set forth in the Recitals.
If any provision is deemed unenforceable, the court is authorized to reform such provision to the minimum extent necessary to render it enforceable. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the Delaware Court of Chancery.