{"id":40456,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-and-mutual-release-paypal-inc-and-elon.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-and-mutual-release-paypal-inc-and-elon","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-and-mutual-release-paypal-inc-and-elon.html","title":{"rendered":"Separation Agreement and Mutual Release &#8211; PayPal Inc. and Elon Musk"},"content":{"rendered":"<pre><style type=\"text\/css\">\n div.c10 {margin-left: 4em}\n div.c9 {text-align: center}\n p.c6 {text-align: center}\n div.c5 {margin-left: 2em}\n p.c3 {text-align: center}\n p.c1 {font-weight: bold; text-align: right}\n<\/style>\n\n\n<p align=\"center\"><b>PAYPAL, INC.<br>\n<br>\n SEPARATION AGREEMENT AND MUTUAL RELEASE<b>\n<\/b><\/b><\/p>\n\n<p>    This Separation Agreement and Mutual Release (\"<b>Agreement<\/b>\") is\nmade by and between PayPal, Inc., a Delaware corporation (the \"<b>Company<\/b>\"), and Elon Musk\n(\"<b>Mr. Musk<\/b>\" or \"<b>Employee<\/b>\").<\/p>\n\n<p>    Mr. Musk has been an employee and officer, and is a founder and\nmember of the Board of Directors (the <b>\"Board\")<\/b>, of the Company. The Company and\nMr. Musk (the <b>\"Parties\")<\/b> have mutually agreed to terminate their employment\nrelationship, to release each other from any claims arising from or related to this relationship\nand to enter into this Agreement.<\/p>\n\n<p>    In consideration of the mutual promises made herein and other valuable\nconsideration, receipt of which is hereby acknowledged, the Parties agree as follows:<\/p>\n\n<p>    1.<b>  <\/b>  <b><i>Resignation and Termination of\nEmployment.<\/i><\/b>  The Parties agree and acknowledge that Mr. Musk resigned as\nChief Executive Officer and President of the Company effective September 24, 2000 (the\n<b>\"Resignation Date\").<\/b> In addition, the Parties agree and acknowledge that Mr. Musk\ncontinued as an employee of the Company for the period beginning on the Resignation Date and ending\non March 9, 2001 (the <b>\"Termination Date\").<\/b><\/p>\n\n<p>    2.<b>  <\/b>  <b><i>Employee Benefits.<\/i><\/b>  <\/p>\n\n<div class=\"c5\">\n<p>    (a) The Parties agree and acknowledge that Mr. Musk continued\nto receive the Company's life, medical, dental and vision insurance benefits at Company expense\nuntil March 31, 2001, which date is the \"qualifying event\" date under the Consolidated Omnibus\nBudget Reconciliation Act of 1985, as amended <b>(\"COBRA\").<\/b> After such date, Mr. Musk has\nthe right to continue coverage, at his own expense, under these programs pursuant to COBRA,\nprovided he properly elects such coverage. Except as otherwise set forth in this Section 2(a),\nMr. Musk shall not be entitled to participate in any of the Company's benefit plans or\nprograms offered to employees or officers of the Company after the Termination Date.<\/p>\n\n<p>    (b) The Company shall reimburse Mr. Musk for all reasonable\nbusiness expenses incurred by Mr. Musk up until the Termination Date in accordance with\nCompany policy.<\/p>\n<\/div>\n\n<p>    3.<b>  <\/b>  <b><i>Stock Matters.<\/i><\/b>  All share\nnumbers reflected in this Agreement are stated on a post-split basis.<\/p>\n\n<div class=\"c5\">\n<p>    (a)<i>  <\/i>  <b><i>Common Stock.<\/i><\/b>  The\nParties acknowledge and agree that Mr. Musk purchased 6,000,000 shares of Common Stock (the\n<b>\"Common Shares\")<\/b> pursuant to two Common Stock Purchase Agreements, one relating to a\npurchase for cash of 5,400,000 shares, with a purchase price of $0.00333 per share, dated\nMarch 20, 1999 (the <b>\"First Common Stock Agreement\")<\/b> and one relating to a purchase upon\nissuance of a promissory note to the Company in the amount of $19,998 (the <b>\"Common Stock\nNote\")<\/b> (plus cash in the amount of par value) of 600,000 shares, with a purchase price of\n$0.03333 per share, dated May 20, 1999 (the <b>\"Second Common Stock Agreement,\"<\/b> and\ntogether with the First Common Stock Agreement, the <b>\"Common Stock Agreements\").<\/b>\nMr. Musk agrees and acknowledges that the Company's repurchase right, as provided for in\nSection 3(a) of each of the Common Stock Agreements, with respect to the Common Shares, shall\nhave lapsed as of the Termination Date as to 3,000,000 shares and, effective on the Termination\nDate and for a period of 60 days thereafter, the Company has the right to repurchase, at\nMr. Musk's original cost, 3,000,000 of the shares that are unvested as of that date (the\n<b>\"Unvested Shares<\/b>\"). In addition, the Company shall release and irrevocably waives its\nrepurchase right as to an additional 1,000,000 shares of the Unvested Shares (900,000 shares under\nthe First Common Stock Purchase Agreement and 100,000 shares under the Second Common Stock Purchase\nAgreement), so that Mr. Musk shall own outright, and the Company shall have no right to\nrepurchase, an aggregate of 4,000,000 shares (the \"<b>Vested Shares<\/b>\") and the Company shall\nhave a repurchase right as to an aggregate of 2,000,000 shares (the <b>\"Repurchase Shares\").<\/b>\nThe Company hereby (meaning, by delivery of this draft Agreement) gives Mr. Musk notice of\nits<\/p>\n<\/div>\n\n<hr noshade>\n\n<div class=\"c5\">\n<p>intent to repurchase the Repurchase Shares, for an aggregate purchase price of $12,666.00\n(1,800,000 shares at $0.00333 per share pursuant to the First Common Stock Agreement and 200,000\nshares of $0.03333 per share pursuant to the Second Common Stock Agreement). The Company shall\ncancel the Common Stock Note as to $12,666 of its principal amount in satisfaction of its\nrepurchase right with respect to the Repurchase Shares. Mr. Musk agrees and acknowledges that\nhe owes the Company the remainder of the principal and all accrued interest payable under the\nCommon Stock Note, or an aggregate of $9,201.45 ($7,134.00 of principal and $2,061.45 of accrued\ninterest), which amount he shall pay by delivering to the Company a check for such amount at the\ntime he delivers an executed copy of this Agreement to the Company. At that time, the Company shall\ndeliver a stock certificate reflecting the Vested Shares. Mr. Musk agrees and acknowledges\nthat the Vested Shares continue to be subject to the provisions of the Common Stock Agreements\n(except with respect to Section 3(a) thereof).<\/p>\n\n<p>    (b)<i>  <\/i>  <b><i>Series A Preferred\nStock.<\/i><\/b><span class=\"c2\">  The Parties agree and acknowledge that Mr. Musk\nowns 21,000,000 shares of the Company's Series A Preferred Stock purchased pursuant to a\nSeries A Preferred Stock Purchase Agreement dated May 20, 1999 among the Company,\nMr. Musk and certain other parties (the \"<\/span><b>Series A Agreement<\/b>\"). The Parties\nagree and acknowledge that these shares are vested and that they continue to be subject to the\nterms and provisions of the Series A Agreement.<\/p>\n\n<p>    (c)<i>  <\/i>  <b><i>Series B Preferred\nStock.<\/i><\/b><span class=\"c2\">  The Parties agree and acknowledge that, on July 11,\n2000, the Company transferred its repurchase right applicable to 3,149,055 shares of its\nSeries B Preferred Stock owned by William Harris to Mr. Musk. Mr. Musk purchased\nthese shares by paying to Mr. Harris $0.476333 per share and by issuing to the Company a\npromissory note (the \"<\/span><span class=\"c2\"><b>Series B Note<\/b><\/span>\") in the principal\namount of $389,433.14 (or, $0.123667 per share), plus interest compounded semiannually at a rate of\n6.62%. The Parties agree and acknowledge that the shares of Series B Preferred Stock purchased\nby Mr. Musk from Mr. Harris are vested.<\/p>\n\n<p>    (d)<i>  <\/i>  <b><i>Series C Preferred\nStock.<\/i><\/b><span class=\"c2\">  The Parties agree and acknowledge that Mr. Musk\nowns 181,818 shares of the Company's Series C Preferred Stock purchased pursuant to a\nSeries C Preferred Stock Purchase Agreement dated March 31, 2000 among the Company,\nMr. Musk and certain other parties (the \"<\/span><span class=\"c2\"><b>Series C\nAgreement<\/b><\/span>\"). The Parties agree and acknowledge that these shares are vested and that\nthey continue to be subject to the terms and provisions of the Series C Agreement.<\/p>\n\n<p>    (e)<i>  <\/i>  <b><i>Series D Preferred\nStock.<\/i><\/b><span class=\"c2\">  The Parties agree and acknowledge that Mr. Musk\nowns 333,333 shares of the Company's Series D Preferred Stock purchased pursuant to a\nSeries D Preferred Stock Purchase Agreement dated August 7, 2000 among the Company,\nMr. Musk and certain other parties (the \"<\/span><span class=\"c2\"><b>Series D\nAgreement<\/b><\/span>\"). The Parties agree and acknowledge that these shares are vested and that\nthey continue to be subject to the terms and provisions of the Series D Agreement.<\/p>\n\n<p>    (f)<i>  <\/i>  <b><i>Other Agreements.<\/i><\/b>  The\nParties agree and acknowledge that they are parties to an Amended and Restated Investors' Rights\nAgreement, together with certain other parties, dated August 7, 2000 (the \"<b>Rights\nAgreement<\/b>\"), which Agreement imposes certain rights and restrictions on the shares of Company\nstock owned by Mr. Musk. The Parties agree and acknowledge that they continue to be bound by\nthe Rights Agreement as it relates to shares of Company stock owned by Mr. Musk, all as set\nforth in the Rights Agreement.<\/p>\n\n<p>    (g)<i>  <\/i>  <b><i>Sale of Preferred\nStock<\/i><\/b>.  <\/p>\n\n<div class=\"c5\">\n<p>    (i)<b><i>  Series C Preferred Stock\nClosing.<\/i><\/b>  On or before the third business day after the Effective Date,\nMr. Musk shall sell to the Company, and the Company shall purchase from Mr. Musk, 90,909\nshares of Series C Preferred Stock owned by Mr. Musk at $2.75 per share for a total\npurchase price of $249,999.75. At the closing, Mr. Musk shall deliver the certificates<\/p>\n<\/div>\n<\/div>\n\n<p class=\"c6\">2<\/p>\n\n<hr noshade>\n\n<div class=\"c5\">\n<p>evidencing the shares of Series C Preferred Stock being sold to the Company and the Company\nshall deliver to Mr. Musk a check in the amount of $249,999.75.<\/p>\n\n<p>    (ii)<b><i>  Series D Preferred Stock\nClosing<\/i><\/b>.  On or before the third business day after the Effective Date,\nMr. Musk shall sell to the Company, and the Company shall purchase from Mr. Musk, 166,667\nshares of Series D Preferred Stock owned by Mr. Musk at $3.00 per share for a total\npurchase price of $500,001.00. At the closing, Mr. Musk shall deliver the certificates\nevidencing the shares of Series D Preferred Stock being sold to the Company and the Company\nshall deliver to Mr. Musk a check in the amount of $500,001.00.<\/p>\n<\/div>\n\n<p>    (h)<i>  <\/i>  <b><i>General.<\/i><\/b>  Except as set\nforth in this Section 3 and in the Common Stock Agreements, the Series A Agreement, the\nSeries B Agreement, the Series C Agreement, the Series D Agreement and the Rights\nAgreement, Mr. Musk acknowledges that he has no right, title or interest in or to any shares\nof the Company's capital stock under any of the above listed agreements, or any other agreement or\narrangement (oral or written) with the Company or any other party.<\/p>\n\n\n<p><b>    4.<\/b><b><i>  Amendment of Series B\nNote.<\/i><\/b>  In consideration of Mr. Musk's release of claims made herein, and\nother promises and undertakings made by him in this Agreement, the Company agrees that the term of\nthe Series B Note is hereby amended to provide that such note shall not become due and payable\non the Termination Date (as provided for under such note), but instead its term shall be extended\nto provide that the Series B Note shall become due and payable in full as to all principal and\naccrued interest on July 11, 2004 (the original maturity date of the note). Notwithstanding\nthe foregoing, in the event of the earlier to occur of a Change of Control or an IPO (each, as\ndefined below), the Company hereby agrees to forgive and cancel the Series B Note and that\nMr. Musk shall be released and discharged from his obligations to pay the principal and all\naccrued interest under the Series B Note. <b>\"Change of Control\"<\/b> means a sale of all or\nsubstantially all of the Company's assets, or any merger or consolidation of the Company with or\ninto another corporation other than a merger or consolidation in which the holders of more than 50%\nof the shares of capital stock of the Company outstanding immediately prior to such transaction\ncontinue to hold (either by the voting securities remaining outstanding or by their being converted\ninto voting securities of the surviving entity) more than 50% of the total voting power represented\nby the voting securities of the Company, or such surviving entity, outstanding immediately after\nsuch transaction. \"<b>IPO<\/b>\" means a firm commitment underwritten public offering by the Company\nof shares of its Common Stock pursuant to a registration statement under the Securities Act, which\nresults in aggregate cash proceeds to the Company not less than $25,000,000 (net of underwriting\ndiscounts and commissions). Mr. Musk agrees to indemnify and hold the Company harmless from\nany and all liabilities, costs or expenses relating to any tax (including without limitation any\nincome, excise or employment tax) liability, withholding obligations, interest, penalties or\nadditions to tax that may be assessed against the Company by the Internal Revenue Service or any\nstate tax authority as a result of any benefits conferred under this Section 4.<\/p>\n\n<p><b>    5.<\/b><b><i>  Deletion of Reference to\n\"Founders\".<\/i><\/b>  The Company acknowledges and agrees that Mr. Musk is a founder\nof the Company and its predecessor X.com. The Company agrees that, within ten days after the\neffective date of this Agreement, all references to \"founders\" of the Company will be removed from\nthe Company's website and from the \"about\" section of all future Company press releases. In\naddition, the Company shall refrain from stating who the founders of the Company are or making\nstatements quoted in the press that undermine Mr. Musk's status as a \"founder\" of X.com or the\nCompany when communicating with the media or other external third parties. In the event the Company\nbreaches its obligations under this Section 5(a), Mr. Musk may sell to the Company, and\nthe<\/p>\n\n<p class=\"c6\">3<\/p>\n\n<hr noshade>\n\n<p>Company shall purchase from Mr. Musk, shares of Series C and Series D Preferred\nStock owned by Mr. Musk, at his original purchase price, as follows:<\/p>\n\n<div class=\"c9\">\n<table width=\"68%\" border=\"0\" cellspacing=\"0\" cellpadding=\"0\">\n<tr valign=\"BOTTOM\">\n<th colspan=\"2\" align=\"CENTER\"> <br>\n<\/th>\n<th width=\"3%\"> <\/th>\n<th colspan=\"2\" align=\"LEFT\"> <br>\n<\/th>\n<\/tr>\n\n<tr bgcolor=\"#CCEEFF\" valign=\"TOP\">\n<td colspan=\"2\">90,909 shares of Series C Preferred at $2.75\/share; aggregate:<\/td>\n<td width=\"3%\"> <\/td>\n<td width=\"3%\"> <\/td>\n<td width=\"16%\" align=\"RIGHT\" class=\"c8\">249,999.75<\/td>\n<\/tr>\n\n<tr bgcolor=\"White\" valign=\"TOP\">\n<td colspan=\"2\">166,667 shares of Series D Preferred at $3.00\/shares; aggregate:<\/td>\n<td width=\"3%\"> <\/td>\n<td width=\"3%\"> <\/td>\n<td width=\"16%\" align=\"RIGHT\" class=\"c8\">500,001.00<\/td>\n<\/tr>\n\n<tr valign=\"TOP\">\n<td colspan=\"2\"> <\/td>\n<td width=\"3%\"> <\/td>\n<td colspan=\"2\" align=\"RIGHT\">\n<hr noshade>\n<\/td>\n<\/tr>\n\n<tr bgcolor=\"#CCEEFF\" valign=\"TOP\">\n<td width=\"3%\"> <\/td>\n<td width=\"75%\" class=\"c8\"><br>\nTotal:<\/td>\n<td width=\"3%\"><br>\n <\/td>\n<td width=\"3%\" class=\"c8\"><br>\n$<\/td>\n<td width=\"16%\" align=\"RIGHT\" class=\"c8\"><br>\n750,000.75<\/td>\n<\/tr>\n\n<tr valign=\"TOP\">\n<td colspan=\"2\"> <\/td>\n<td width=\"3%\"> <\/td>\n<td colspan=\"2\" align=\"RIGHT\">\n<hr noshade size=\"4\">\n<\/td>\n<\/tr>\n<\/table>\n<\/div>\n\n\n<p>In the event that Mr. Musk wishes to sell shares of Preferred Stock to the Company under\nthis Section 5(a), he shall provide written notice to the Company of his intent to this effect\nafter the alleged breach and a summary of the facts giving rise to the breach. The closing of this\nsale shall occur within five business days after receipt of the notice and a satisfactory statement\nof facts giving rise to the breach. At such closing, Mr. Musk shall deliver the certificates\nevidencing the shares of Series C and Series D Preferred Stock being sold to the Company\nand the Company shall deliver to Mr. Musk, within 30 business days, a check in the amount of\n$750,000.75. In the event the Company disagrees with Mr. Musk's assertion that the Company has\nbreached this Section 5(a), the Company or Mr. Musk may seek to have the matter settled\nby the procedures set forth in Section 14. Nothing in this Section 5 shall impair or\naffect Mr. Musk's right to seek additional injunctive relief as a remedy for a breach of this\nSection 5.<\/p>\n\n<p>    6.<b>  <\/b>  <b><i>Employee and Mutual\nCovenants<\/i><\/b>.  <\/p>\n\n<div class=\"c5\">\n<p>    (a)<i>  <\/i>  <b><i>Confidential\nInformation.<\/i><\/b>  Mr. Musk represents and warrants that he has not breached his\nobligations to the Company under the terms of the Confidential Information and Invention Assignment\nAgreement he executed June 22, 2000 (the <b>\"Confidentiality Agreement\"),<\/b> a copy of which\nis attached hereto as <span class=\"c2\"><i>Exhibit A<\/i><\/span>. Mr. Musk understands and\nagrees that his obligations to the Company under the Confidentiality Agreement survive the\ntermination of his relationship with the Company under this Agreement. Mr. Musk further agrees\nto execute the Termination Certification attached as Exhibit B to the Confidentiality\nAgreement.<\/p>\n\n<p>    (b)<i>  <\/i>  <b><i>Confidentiality of\nTerms.<\/i><\/b>  The Parties agree, on their own behalf and on behalf of their\nrepresentatives, to keep the terms and amount of this Agreement completely confidential and that\nthey will not hereafter disclose any such information concerning this Agreement to anyone, unless\nrequired or permitted to do so by law. Mr. Musk may disclose the terms of this Agreement to\nhis spouse and his accountants, tax advisors or preparers, each of whom shall be required to\nmaintain the confidentiality of this Agreement. The Company may disclose the terms of this\nAgreement to certain of its employees who need to know, its board members, its accountants,\nlawyers, tax advisors or preparers, or other advisors who need to know, each of whom shall be\nrequired to maintain the confidentiality of this Agreement.<\/p>\n\n<p>    (c)<i>  <\/i>  <b><i>Nondisparagement<\/i><\/b>.  The\nParties also agree that they will not, either directly or indirectly, hereafter make any\ndefamatory, negative or denigrating comments of any type or nature whatsoever about each other (or\nthe other Party's employees, officers, agents, consultants, affiliates, investors or business\npartners) to anyone.<\/p>\n<\/div>\n\n<p>    7.<b>  <\/b>  <b><i>No Other Payments\nDue.<\/i><\/b>  The Parties agree that the Company has paid Mr. Musk all salary owed\nhim through the Termination Date, and that the Company has paid him all bonuses, accrued vacation\nand other sums as are due to him. By executing this Agreement, Mr. Musk hereby acknowledges\nreceipt of all such payments as received, and acknowledges that, in light of the payment<\/p>\n\n<p class=\"c6\">4<\/p>\n\n<hr noshade>\n\n<p>by the Company of all wages due to him, California Labor Code Section 206.5 is not\napplicable to the Parties hereto. That section provided in pertinent part as follows:<\/p>\n\n<div class=\"c10\">\n<p>No employer shall require the execution of any release of any claim or right on account of wages\ndue, or to become due, or made as an advance on wages to be earned, unless payment of such wages\nhas been made.<\/p>\n<\/div>\n\n<p>    8.<b>  <\/b>  <b><i>Release of Claims.<\/i><\/b>  In\nconsideration for the obligations of both parties set forth in this Agreement and for other\nvaluable consideration, Mr. Musk and the Company, on behalf of themselves, and their\nrespective heirs, executors, officers, directors, employees, investors, stockholders,\nadministrators and assigns, hereby fully and forever release each other and their respective heirs,\nexecutors, officers, directors, employees, investors, stockholders, administrators, parent and\nsubsidiary corporations, predecessor and successor corporations and assigns, of and from any claim,\nduty, obligation or cause of action relating to any matters of any kind, whether presently known or\nunknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or\nfacts that have occurred up until and including the Effective Date of this Agreement including,\nwithout limitation:<\/p>\n\n<div class=\"c5\">\n<p>    (a) any and all claims relating to or arising from Mr. Musk's\nemployment relationship with the Company and the termination of that relationship;<\/p>\n\n<p>    (b) any and all claims relating to, or arising from,\nMr. Musk's right to purchase, or actual purchase of shares of stock of the Company;<\/p>\n\n<p>    (c) any and all claims for wrongful discharge of employment; breach\nof contract, both express and implied; breach of a covenant of good faith and fair dealing, both\nexpress and implied, negligent or intentional infliction of emotional distress; negligent or\nintentional misrepresentation; negligent or intentional interference with contract or prospective\neconomic advantage; negligence; and defamation;<\/p>\n\n<p>    (d) any and all claims for violation of any federal, state or\nmunicipal statute, including, but not limited to the Civil Rights Act of 1866, as amended, the\nCivil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, as amended,\nthe federal and state family leave acts, the Age Discrimination in Employment Act of 1967, the\nOlder Workers' Benefit Protection Act, the Americans with Disabilities Act of 1990, and the Civil\nRights Act of 1991);<\/p>\n\n<p>    (e) any and all claims arising out of any other laws and\nregulations relating to employment or employment discrimination; and<\/p>\n\n<p>    (f)  any and all claims for attorneys' fees and costs.<\/p>\n<\/div>\n\n<p>    The Company and Mr. Musk agree that the release set forth in this\nSection 8 shall be and remain in effect in all respects as a complete general release as to\nthe matters released. This release does not extend to any obligations incurred or specified under\nthis Agreement.<\/p>\n\n<p>    9.<b>  <\/b>  <b><i>Civil Code\nSection 1542.<\/i><\/b>  The Parties represent that they are not aware of any claim by\neither of them other than the claims that are released by this Agreement. Mr. Musk and the\nCompany acknowledge that they are familiar with the provisions of California Civil Code\nSection 1542, which provides as follows:<\/p>\n\n<div class=\"c10\">\n<p>A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST\nIN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY\nAFFECTED HIS SETTLEMENT WITH THE DEBTOR.<\/p>\n<\/div>\n\n<p class=\"c6\">5<\/p>\n\n<hr noshade>\n\n<p>    Mr. Musk and the Company, being aware of said Code section, agree\nto expressly waive any rights they may have thereunder, as well as under any other statute or\ncommon law principles of similar effect.<\/p>\n\n<p>    10.<b>  <\/b>  <b><i>Breach of\nAgreement.<\/i><\/b>  The Parties agree and acknowledge that upon breach by either Party of\nthis Agreement, including the covenants contained in Sections 5 or 6 above, the other Party would\nsustain irreparable harm, and, therefore, they agree that in addition to any other remedies that\nthey may have under this Agreement or otherwise, each Party shall be entitled to obtain equitable\nrelief, including specific performance and injunctive relief, restraining the other Party from\ncommitting or continuing any such breach or directing such Party to perform its obligations\npursuant to this Agreement.<\/p>\n\n<p>    11.<b>  <\/b>  <b><i>Authority<\/i><\/b>.  The Company\nrepresents and warrants that the undersigned has the authority to act on behalf of the Company and\nto bind the Company and all who may claim through it to the terms and conditions of this Agreement.\nMr. Musk represents and warrants that he has the capacity to act on his own behalf and on\nbehalf of all who might claim through him to bind them to the terms and conditions of this\nAgreement. Each Party warrants and represents that there are no liens or claims of lien or\nassignments in law or equity or otherwise of or against any of the claims or causes of action\nreleased herein.<\/p>\n\n<p>    12.<b>  <\/b>  <b><i>No\nRepresentations.<\/i><\/b>  Neither Party has relied upon any representations or statements\nmade by the other Party hereto which are not specifically set forth in this Agreement.<\/p>\n\n<p>    13.<b>  <\/b>  <b><i>Severability<\/i><\/b>.  In the\nevent that any provision hereof becomes or is declared by a court or other tribunal of competent\njurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and\neffect without said provision.<\/p>\n\n<p>    14.<b>  <\/b>  <b><i>Arbitration.<\/i><\/b>  The\nParties shall attempt to settle all disputes arising in connection with this Agreement through good\nfaith consultation. In the event no agreement can be reached on such dispute within thirty\n(30) days after notification in writing by either Party to the other concerning such dispute,\nthe dispute shall be settled by binding arbitration to be conducted in Santa Clara County,\nCalifornia before an arbitrator to be mutually agreed upon. If the Parties cannot agree, they shall\nsubmit the matter to the presiding judge of Santa Clara County, who shall select an arbitrator\nbased on input from the Parties. The arbitration decision shall be final, conclusive and binding on\nboth Parties and any arbitration award or decision may be entered in any court having jurisdiction.\nThe Parties agree that the prevailing party in any arbitration shall be entitled to injunctive\nrelief in any court of competent jurisdiction to enforce the arbitration award. The Parties further\nagree that the prevailing Party in any such proceeding shall be awarded reasonable attorneys' fees\nand costs. This Section 14 shall not apply to the Confidentiality Agreement. <b>The parties\nhereby waive any rights they may have to trial by jury in regard to arbitrable claims.<\/b><\/p>\n\n<p>    15.<b>  <\/b>  <b><i>Entire Agreement<\/i><\/b>.  This\nAgreement, the exhibits hereto and the other agreements referenced in this Agreement (as such other\nagreements are amended by this Agreement), represent the entire agreement and understanding between\nthe Company and Mr. Musk concerning Mr. Musk's separation from the Company, and supersede\nand replace any and all prior agreements and understandings concerning Mr. Musk's employment\nrelationship with the Company, termination of that relationship, his compensation by the Company\nand his ownership and interests in any capital stock of the Company. Notwithstanding the above, the\nNon-Competition Agreement between Mr. Musk and the Company dated March 30, 2000 remains\nin full force and effect pursuant to its terms.<\/p>\n\n<p>    16.<b>  <\/b>  <b><i>No Oral\nModification.<\/i><\/b>  This Agreement may only be amended in writing signed by\nMr. Musk and the Company.<\/p>\n\n<p>    17.<b>  <\/b>  <b><i>Governing Law.<\/i><\/b>  This\nAgreement shall be governed by the laws of the State of California, without regard to its conflicts\nof law provisions.<\/p>\n\n<p class=\"c6\">6<\/p>\n\n<hr noshade>\n\n<p>    18.<b>  <\/b>  <b><i>Effective Date.<\/i><\/b>  This\nAgreement is effective upon execution by both Parties (the <b>\"Effective Date\").<\/b><\/p>\n\n<p>    19.<b>  <\/b>  <b><i>Counterparts.<\/i><\/b>  This\nAgreement may be executed in counterparts, and each counterpart shall have the same force and\neffect as an original and shall constitute an effective, binding agreement on the part of each of\nthe undersigned.<\/p>\n\n<p>    20.<b>  <\/b>  <b><i>Assignment<\/i><\/b>.  This\nAgreement may not be assigned by Mr. Musk or the Company without the prior written consent of\nthe other party. Notwithstanding the foregoing, this Agreement may be assigned by the Company to a\ncorporation controlling, controlled by or under common control with the Company, including a\nsuccessor to the Company, without the consent of Mr. Musk.<\/p>\n\n<p>    21.<b>  <\/b>  <b><i>Voluntary Execution of\nAgreement.<\/i><\/b>  This Agreement is executed voluntarily and without any duress or\nundue influence on the part or behalf of the Parties hereto, with the full intent of releasing all\nclaims. The Parties acknowledge that:<\/p>\n\n<div class=\"c5\">\n<p>    (a) they have read this Agreement;<\/p>\n\n<p>    (b) they have been represented in the preparation, negotiation, and\nexecution of this Agreement by legal counsel of their own choice or that they have voluntarily\ndeclined to seek such counsel; provided that both Parties acknowledge and agree that Venture Law\nGroup solely represents the Company in connection with this Agreement, and generally, and does not\nrepresent Mr. Musk individually in any capacity;<\/p>\n\n<p>    (c) they understand the terms and consequences of this Agreement\nand of the releases it contains; and<\/p>\n\n<p>    (d) they are fully aware of the legal and binding effect of this\nAgreement.<\/p>\n<\/div>\n\n<p>    The Parties have executed this Separation Agreement and Mutual Release\non the respective dates set forth below.<\/p>\n\n<\/pre>\n<table width=\"100%\" border=\"0\" cellspacing=\"0\" cellpadding=\"0\">\n<tr valign=\"TOP\">\n<td width=\"47%\" valign=\"CENTER\"> <\/td>\n<td width=\"5%\" valign=\"CENTER\"> <\/td>\n<td width=\"47%\" valign=\"CENTER\" class=\"c8\"><b>PayPal, Inc.<\/b><\/td>\n<\/tr>\n<tr valign=\"TOP\">\n<td width=\"47%\" valign=\"CENTER\" class=\"c8\">\nDated as of May 4, 2001<\/td>\n<td width=\"5%\" valign=\"CENTER\">\n <\/td>\n<td width=\"47%\" valign=\"CENTER\" class=\"c8\">\nBy: \/s\/ John Muller<br \/>\nTitle: General Counsel and Secretary<\/td>\n<\/tr>\n<tr valign=\"TOP\">\n<td width=\"47%\" valign=\"CENTER\">\n <\/td>\n<td width=\"5%\" valign=\"CENTER\">\n <\/td>\n<td width=\"47%\" valign=\"CENTER\" class=\"c8\">\nElon R. Musk, an individual<\/td>\n<\/tr>\n<tr valign=\"TOP\">\n<td width=\"47%\" valign=\"CENTER\" class=\"c8\">\nDated as of May 4, 2001<\/td>\n<td width=\"5%\" valign=\"CENTER\">\n <\/td>\n<td width=\"47%\" valign=\"CENTER\">\n\/s\/ Elon R. Musk <\/p>\n<hr noshade>\nElon R. Musk\n <\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8469],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9539,9551],"class_list":["post-40456","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-paypal-inc","corporate_contracts_industries-financial__credit","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40456","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40456"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40456"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40456"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40456"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}