Preview
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202 23CV415833
Santa Clara — Civil
Electronically Filed
RAJIV DHARNIDHARKA (Cal. Bar No. 234756)
rajiv.dharnidharka@dlapiper.com by Superior Court of CA,
JEANETTE BARZELAY (Cal. Bar No. 261780) County of Santa Clara,
jeanette.barzelay@us.dlapiper.com on 5/19/2023 7:04 AM
MICAH A. CHAVIN (Cal. Bar No. 313634) Reviewed By: R. Walker
micah.chavin@dlapiper.com Case #23CV415833
DLA PIPER LLP (US) Envelope: 12016391
2000 University Avenue
East Palo Alto, CA 94303-2214
Tel: 650.833.2000
Fax: 650.833.2001
Attorneys for Defendant,
Sycomp A Technology Company
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10
COUNTY OF SANTA CLARA
11
12
TRACE3, LLC, a California limited liability CASE NO. 23CV415833
13 company,
DECLARATION OF TIMOTHY
14 CORDELL IN SUPPORT OF
Plaintiff, DEFENDANT SYCOMP A
15 TECHNOLOGY COMPANY’S
Vv. OPPOSITION TO PLAINTIFF TRACE 3,
16 LLC’S EX PARTE APPLICATION FOR A\
SYCOMP A TECHNOLOGY COMPANY, TEMPORARY RESTRAINING ORDER
17 INC., a California corporation; TIMOTHY TO SHOW CAUSE REGARDING
CORDELL, an individual; LILIAN ELIAS, an PRELIMINARY INJUNCTION AGAINST
18 individual; GEOFF PETERSON, an individual DEFENDANTS
DEVIN TOMCIK, an individual; and DOES 1-
19 10, inclusive; Date: TBD
Time: TBD
20 Dept: 1
Defendants.
21 Action Filed: May 12, 2023
22
23
24
25
26
27
28
DLA Pier LLP (US)
PALO ALTO
WEST\302854653.1 1 CASE NO. 23CV415833
DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202
I, Timothy Cordell, declare as follows:
1 I am a Defendant in the above-captioned action and an employee of Defendant
Sycomp A Technology Company, Inc. (“Sycomp”). I submit this Declaration in support of
Sycomp’s Opposition to Plaintiff Trace3’s Ex Parte Application for Temporary Restraining Order
and Order to Show Cause Regarding Preliminary Injunction Against Defendants Sycomp a
Technology Company, Inc., Geoffrey Peterson, Timothy Cordell, Lilian Elias, and Devin Tomcik.
I have personal knowledge of the facts set forth in this Declaration, and if called as a witness, could
and would testify competently to such facts under oath.
2 I am a former employee of Plaintiff TRACE3 LLC (‘“Trace3”). I resigned from
10 Trace3 on April 17, 2023. I returned my Trace3 work computer on May 1, 2023. In the weeks
11 leading up to April 17, 2023, I deleted all personal files that were stored on my Trace3 computer.
12 3 I have reviewed the statements on pages 16-17 of Trace3’s ex parte application that
13 I used a Dropbox account registered to another Trace3 employee. That is true. I used the Dropbox
14 account of my girlfriend, S.T., a current Trace3 employee. I began using her Dropbox account in
15 approximately the spring or summer of 2019, long before I had any thought of leaving
16 Groupware/Trace3. I used S.T.’s account mostly as a matter of convenience. She was not really
17 using it and it was easier (and cheaper) than getting my own account. I exclusively used that
18 Dropbox account to store personal files.
19 4 Prior to giving notice to Trace3 that I would be leaving, I wanted to transfer and
20 delete numerous personal files that were stored on my Trace3 laptop. I had over a decade’s worth
21 of personal material on that laptop and in Trace3’s Box account that I did not want to lose. I also
22 did not want my personal material to remain in Trace3’s system after my departure. To that end, I
23 hurriedly transferred a huge amount of material from my Trace3 laptop to the personal Dropbox
24 account.
25 5 On April 24, after I received a cease-and-desist letter from Trace3’s lawyers and
26 was asked by Sycomp to confirm that I did not possess or have access to any remaining Trace3
27 files, | checked the Dropbox account and saw that I had inadvertently transferred somewhere
28 between 50 and 200 Trace3 files to that account. As best I can recall from the very brief glance I
DLA Pier LLP (US)
PALO ALTO
WEST\302854653.1 2 CASE NO. 23CV415833
DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION
DocuSign Envelope ID: FSB9F3C6-FB7 1-474E-A7D9-51671D4ED202
took at the file names, the files I inadvertently transferred would have had no current or ongoing
utility. I immediately deleted three files because I knew I should not have them. From memory,
those were (1) my customer lists from 2021 and 2022, (2) my Top Vendor List by Spend for 2022,
and (3) a report showing my total services dollars for 2022. I then realized that I should not be
deleting files and stopped immediately. All of the files and folders I saw remain in my Dropbox
account, including the three files I deleted, which are retrievable for 30 days in Dropbox. I should
add that the three items I deleted were emailed to me by my Trace3 supervisor, Jeremy Morris, so
Trace3 has them; those are not “my” files. The information provided in those three documents was
incorporated into a PowerPoint presentation I made to the sales leadership team in connection with
10 my Quarterly Business Review for the first quarter of 2023. Trace3 also has a copy of that
11 PowerPoint presentation.
12 6. Other than as described in the preceding paragraph, I do not possess or have access
13 to any files belonging to Trace3. I did not retain possession of any Trace3 files, documents, or
14 information after ceasing employment with Trace3 and returning my work computer. I did not
15 transfer any Trace3 files, documents, or information to anyone at Sycomp.
16 7 Attached hereto as Exhibit 1 is a true and correct copy of my April 7, 2023, Offer
17 of Employment letter from Sycomp (redacted to exclude my compensation details and home
18 address), which I signed on April 6, 2023. I have complied with and I am in compliance with
19 Section 5 of this Offer of Employment, titled No Conflicting Obligations, with the understanding
20 that the non-competition and non-solicitation clauses with prior employers are unenforceable
21 pursuant to California law.
22 I declare under penalty of perjury under the laws of the United States of America that the
23 foregoing is true and correct.
24 Executed this 18th day of May 2023, at San Jose, California.
25 Docusigned by:
26
Timothy Cordell"
27
28
DLA Pier LLP (US)
Pato Avro
WEST\302854653.1 3 CASE NO. 23CV415833
DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202
Exhibit 1
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167
1D4ED202
SY CoM p
Corporate HQ
950 Tower Lane #1785
Foster City, CA 94404
Main 1.877.901.7416
Delivering Technology Globally Fax 1.650.312.8175
March 10, 2023
Tim Cordell
San Jose, CA 95125
RE: Offer of Employment
Dear Tim:
We are very pleased to offer you a position with Sycomp, A Technology Company, Inc. (the “Company”). This offer
letter describes the terms and conditions of your employment here at the Company:
1, Position. You will be hired as a full-time Global Account Manager working from Foster City, CA,
effective April 3, 2023, your start date. This is an exempt position, which means that you will not be eligible
for overtime pay. In your capacity as Global Account Manager, you will perform duties and responsibilities
that are reasonable and consistent with this position as may be assigned to you from time to time. You will
report directly to Allen Shahdadi, Global Vice President Sales, or another individual designated by the
Company.
2. At-Will Employment. The status of your employment with the Company will be at-will, which means your
employment can be terminated, by you or the Company, with or without cause, and with or without notice.
Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your employment may only be changed in
an express written agreement signed by you and a duly authorized officer of the Company.
Compensation. Your salary will be III per year, payable in accordance with the Company’s
standard payroll practices, and subject to applicable tax withholdings. You will be eligible to earn a 1-time
signing bonus of [NM which will be paid to you on the I“ pay date after your date of hire.
Compensation will be subject to adjustment pursuant to the Company’s employee compensation policies in
effect from time to time. The NE signing bonus is contingent upon your continued employment
through the one-year anniversary of your employment start date; you therefore agree that the any unearned
portion of the signing bonus will be paid back to the Company proportionally within 30 days of your
termination date if you leave Sycomp prior to your 1 anniversary.
4, Commissions. As a member of the Company’s sales team, you will be eligible to receive a
commission of Gross Profit on deals where you drive value.
. You will be eligible to receive a bonus of EEE if you achieve $1M in GP by or before
the 1“ anniversary of your hire date.
All commissions must be called out on the House Quote. This commission plan is based on manager
approval and subject to the terms and conditions of the Company’s commission plan. Sycomp reserves the
right to amend, modify or terminate, this plan at any time. The earning of any commi ion is subject to your
continued employment (along with other earning conditions set forth in the commi ion plan).
Commission Plan Conditions. To be eligible for compensation under the commi: ion plan: You will
also be required to sign and comply with the terms and conditions of Sycomp’s Propr ry Information
and Invention Assignment Agreement and, further, you must be in good standing with Sycomp having
read, signed your acknowledgment of and be in compliance with, the Sycomp Employee Handbook.
This offer letter is confidential.
Termination. Participating employees who voluntarily resign or are involuntarily terminated, with or
without cause, will be paid their base salary through the agreed upon termination date. In addition, the
Sycomp.com
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167
1D4ED202
SY CoM p
Corporate HQ
950 Tower Lane #1785
Foster City, CA 94404
Main 1.877.901.7416
Delivering Technology Globally Fax 1.650.312.8175
employee will be eligible only for commission payments earned against closed deals prior to their last day of
employment. Those earned commissions will be paid to resigning or terminated participating employees on
the regularly scheduled commission payment schedule. Under no circumstance will the participating
employee be eligible for commissions on future renewals. The participating employee must also return
all Company documents and property and settle any financial obligations owed to the Company.
35 No Conflicting Obligations. By executing this letter, you represent and warrant that your performance under
this letter does not and will not breach any agreement you have entered into, or will enter into, with any other
party. You shall not engage in any other employment, occupation, consulting, or other business activity
directly related to the business in which the Company is now involved or becomes involved during the term
of your employment, nor will you engage in any other activities that conflict with your obligations to the
Company. Similarly, you agree not to bring any third-party confidential information to the Company,
including that of any former employer, and that you will not in any way utilize any such information in
performing your duties for the Company. It is the Company’s understanding that any such agreements will
not prevent you from performing the duties of your position and you represent that such is the cas By
signing and accepting this offer, you represent and warrant that: (i) you are not subject to any pre-existing
contractual or other legal obligation with any person, company or business enterprise which may be an
impediment to, or a conflict of interest with, your employment with the Company, or your providing services
to the Company as its employee; (ii) you do not have and shall not bring onto the Company’s premises, or
use in the course of your employment with the Company, any confidential or proprietary information of
another person, company or business enterprise to whom you previously provided services; and (iii) you will
not, at any time during your employment with the Company, breach any obligation or agreement that you
have entered into with any third party, including your former employers. You agree not to enter into any
written or oral agreement that conflicts with this letter.
6. Benefits. You will be eligible to receive other benefits, including health plans, paid time off and the like, if
any, that are generally offered to other Company employees at your level from time to time, in accordance
with the terms of such benefit plans and programs. Such programs are subject to change from time to time in
the company’s discretion.
7 Proprietary Information and Invention Assignment Agreement. Like all Company employees, you will
be required, as a condition of your employment with the Company, to sign the Company’ andard
Proprietary Information and Invention Assignment Agreement (PITAA), a copy of which is attached to this
letter.
8. Entire Agreement. This letter, together with the Proprietary Information and Invention Agreement and any
other agreements referenced herein, set forth the complete and exclusive terms of your employment with the
Company and supersedes and replaces any prior understandings or agreements, whether oral, written, or
implied, between you and the Company regarding the matters described in this letter. This letter may not be
modified or amended except in a writing signed by you and an authorized representative of the Company.
Tim, we hope that you will accept our offer to join Sycomp, and we feel certain that this position will mark the
beginning of an exciting and challenging opportunity. You may indicate your agreement with these terms and accept
this offer by signing and dating both this letter and the enclosed attachment(s) and returning them to me by close of
business on Friday March 17, 2023.
This offer is contingent upon you: 1) signing, returning, and complying with Company’s Proprietary Information and
Invention Assignment Agreement; 2) timely providing Company with appropriate documents establishing your
identity and right to work in the United States; 3) consenting to a background check, in accordance with applicable
law, that produces results satisfactory to Company.
Sycomp.com
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167
1D4ED202
SY CoM p
Corporate HQ
950 Tower Lane #1785
Foster City, CA 94404
Main 1.877.901.7416
Delivering Technology Globally Fax 1.650.312.8175
If you have any questions, please feel free to call me at 925-864-6115.
tualyiey Ours,
Men Shalrdadi
Allen Shahdadi
Global VP Sales
Acceptance of Offer: I the undersigned hereby accept the terms and provisions as are set forth in this letter. I
acknowledge that this agreement supersedes any and all offers, commitments and promi made during interviews
and any other discussions between me and any Company representative prior to now regarding prospective
employment with the Company.
DocuSigned by:
Tim Cordell
CFOBEGFT ey
Signature o: Fim Cordell
4/6/2023 | 11:05:10 AM PDT
Dated:
Exhibit A: Roles and Responsibilities
Position: Global Account Manager
Reports to: Allen Shahdadi, Global VP Sales
Role Responsibilities: (including but not limited to):
Develop customer relationships that drive pipeline and revenue/profit
Consistently achieve high levels of customer satisfaction
Maintain strong working relationships with vendor’s sales and support teams which are
represented by Sycomp
Secure certifications in products by attending education classes or online training
Other duties and functions that are needed or requested on an on-going basis
Additional Responsibilities will be assigned by Global VP Sales where your role seems fit
Sycomp.com
Preview
DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202 23CV415833 Santa Clara — Civil Electronically Filed RAJIV DHARNIDHARKA (Cal. Bar No. 234756) rajiv.dharnidharka@dlapiper.com by Superior Court of CA, JEANETTE BARZELAY (Cal. Bar No. 261780) County of Santa Clara, jeanette.barzelay@us.dlapiper.com on 5/19/2023 7:04 AM MICAH A. CHAVIN (Cal. Bar No. 313634) Reviewed By: R. Walker micah.chavin@dlapiper.com Case #23CV415833 DLA PIPER LLP (US) Envelope: 12016391 2000 University Avenue East Palo Alto, CA 94303-2214 Tel: 650.833.2000 Fax: 650.833.2001 Attorneys for Defendant, Sycomp A Technology Company SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF SANTA CLARA 11 12 TRACE3, LLC, a California limited liability CASE NO. 23CV415833 13 company, DECLARATION OF TIMOTHY 14 CORDELL IN SUPPORT OF Plaintiff, DEFENDANT SYCOMP A 15 TECHNOLOGY COMPANY’S Vv. OPPOSITION TO PLAINTIFF TRACE 3, 16 LLC’S EX PARTE APPLICATION FOR A\ SYCOMP A TECHNOLOGY COMPANY, TEMPORARY RESTRAINING ORDER 17 INC., a California corporation; TIMOTHY TO SHOW CAUSE REGARDING CORDELL, an individual; LILIAN ELIAS, an PRELIMINARY INJUNCTION AGAINST 18 individual; GEOFF PETERSON, an individual DEFENDANTS DEVIN TOMCIK, an individual; and DOES 1- 19 10, inclusive; Date: TBD Time: TBD 20 Dept: 1 Defendants. 21 Action Filed: May 12, 2023 22 23 24 25 26 27 28 DLA Pier LLP (US) PALO ALTO WEST\302854653.1 1 CASE NO. 23CV415833 DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202 I, Timothy Cordell, declare as follows: 1 I am a Defendant in the above-captioned action and an employee of Defendant Sycomp A Technology Company, Inc. (“Sycomp”). I submit this Declaration in support of Sycomp’s Opposition to Plaintiff Trace3’s Ex Parte Application for Temporary Restraining Order and Order to Show Cause Regarding Preliminary Injunction Against Defendants Sycomp a Technology Company, Inc., Geoffrey Peterson, Timothy Cordell, Lilian Elias, and Devin Tomcik. I have personal knowledge of the facts set forth in this Declaration, and if called as a witness, could and would testify competently to such facts under oath. 2 I am a former employee of Plaintiff TRACE3 LLC (‘“Trace3”). I resigned from 10 Trace3 on April 17, 2023. I returned my Trace3 work computer on May 1, 2023. In the weeks 11 leading up to April 17, 2023, I deleted all personal files that were stored on my Trace3 computer. 12 3 I have reviewed the statements on pages 16-17 of Trace3’s ex parte application that 13 I used a Dropbox account registered to another Trace3 employee. That is true. I used the Dropbox 14 account of my girlfriend, S.T., a current Trace3 employee. I began using her Dropbox account in 15 approximately the spring or summer of 2019, long before I had any thought of leaving 16 Groupware/Trace3. I used S.T.’s account mostly as a matter of convenience. She was not really 17 using it and it was easier (and cheaper) than getting my own account. I exclusively used that 18 Dropbox account to store personal files. 19 4 Prior to giving notice to Trace3 that I would be leaving, I wanted to transfer and 20 delete numerous personal files that were stored on my Trace3 laptop. I had over a decade’s worth 21 of personal material on that laptop and in Trace3’s Box account that I did not want to lose. I also 22 did not want my personal material to remain in Trace3’s system after my departure. To that end, I 23 hurriedly transferred a huge amount of material from my Trace3 laptop to the personal Dropbox 24 account. 25 5 On April 24, after I received a cease-and-desist letter from Trace3’s lawyers and 26 was asked by Sycomp to confirm that I did not possess or have access to any remaining Trace3 27 files, | checked the Dropbox account and saw that I had inadvertently transferred somewhere 28 between 50 and 200 Trace3 files to that account. As best I can recall from the very brief glance I DLA Pier LLP (US) PALO ALTO WEST\302854653.1 2 CASE NO. 23CV415833 DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION DocuSign Envelope ID: FSB9F3C6-FB7 1-474E-A7D9-51671D4ED202 took at the file names, the files I inadvertently transferred would have had no current or ongoing utility. I immediately deleted three files because I knew I should not have them. From memory, those were (1) my customer lists from 2021 and 2022, (2) my Top Vendor List by Spend for 2022, and (3) a report showing my total services dollars for 2022. I then realized that I should not be deleting files and stopped immediately. All of the files and folders I saw remain in my Dropbox account, including the three files I deleted, which are retrievable for 30 days in Dropbox. I should add that the three items I deleted were emailed to me by my Trace3 supervisor, Jeremy Morris, so Trace3 has them; those are not “my” files. The information provided in those three documents was incorporated into a PowerPoint presentation I made to the sales leadership team in connection with 10 my Quarterly Business Review for the first quarter of 2023. Trace3 also has a copy of that 11 PowerPoint presentation. 12 6. Other than as described in the preceding paragraph, I do not possess or have access 13 to any files belonging to Trace3. I did not retain possession of any Trace3 files, documents, or 14 information after ceasing employment with Trace3 and returning my work computer. I did not 15 transfer any Trace3 files, documents, or information to anyone at Sycomp. 16 7 Attached hereto as Exhibit 1 is a true and correct copy of my April 7, 2023, Offer 17 of Employment letter from Sycomp (redacted to exclude my compensation details and home 18 address), which I signed on April 6, 2023. I have complied with and I am in compliance with 19 Section 5 of this Offer of Employment, titled No Conflicting Obligations, with the understanding 20 that the non-competition and non-solicitation clauses with prior employers are unenforceable 21 pursuant to California law. 22 I declare under penalty of perjury under the laws of the United States of America that the 23 foregoing is true and correct. 24 Executed this 18th day of May 2023, at San Jose, California. 25 Docusigned by: 26 Timothy Cordell" 27 28 DLA Pier LLP (US) Pato Avro WEST\302854653.1 3 CASE NO. 23CV415833 DECLARATION OF DEVIN TOMCIK ISO SYCOMPS’ OPPOSITION TO TRACE3’S EX PARTE APPLICATION DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-51671D4ED202 Exhibit 1 DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167 1D4ED202 SY CoM p Corporate HQ 950 Tower Lane #1785 Foster City, CA 94404 Main 1.877.901.7416 Delivering Technology Globally Fax 1.650.312.8175 March 10, 2023 Tim Cordell San Jose, CA 95125 RE: Offer of Employment Dear Tim: We are very pleased to offer you a position with Sycomp, A Technology Company, Inc. (the “Company”). This offer letter describes the terms and conditions of your employment here at the Company: 1, Position. You will be hired as a full-time Global Account Manager working from Foster City, CA, effective April 3, 2023, your start date. This is an exempt position, which means that you will not be eligible for overtime pay. In your capacity as Global Account Manager, you will perform duties and responsibilities that are reasonable and consistent with this position as may be assigned to you from time to time. You will report directly to Allen Shahdadi, Global Vice President Sales, or another individual designated by the Company. 2. At-Will Employment. The status of your employment with the Company will be at-will, which means your employment can be terminated, by you or the Company, with or without cause, and with or without notice. Although your job duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company. Compensation. Your salary will be III per year, payable in accordance with the Company’s standard payroll practices, and subject to applicable tax withholdings. You will be eligible to earn a 1-time signing bonus of [NM which will be paid to you on the I“ pay date after your date of hire. Compensation will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. The NE signing bonus is contingent upon your continued employment through the one-year anniversary of your employment start date; you therefore agree that the any unearned portion of the signing bonus will be paid back to the Company proportionally within 30 days of your termination date if you leave Sycomp prior to your 1 anniversary. 4, Commissions. As a member of the Company’s sales team, you will be eligible to receive a commission of Gross Profit on deals where you drive value. . You will be eligible to receive a bonus of EEE if you achieve $1M in GP by or before the 1“ anniversary of your hire date. All commissions must be called out on the House Quote. This commission plan is based on manager approval and subject to the terms and conditions of the Company’s commission plan. Sycomp reserves the right to amend, modify or terminate, this plan at any time. The earning of any commi ion is subject to your continued employment (along with other earning conditions set forth in the commi ion plan). Commission Plan Conditions. To be eligible for compensation under the commi: ion plan: You will also be required to sign and comply with the terms and conditions of Sycomp’s Propr ry Information and Invention Assignment Agreement and, further, you must be in good standing with Sycomp having read, signed your acknowledgment of and be in compliance with, the Sycomp Employee Handbook. This offer letter is confidential. Termination. Participating employees who voluntarily resign or are involuntarily terminated, with or without cause, will be paid their base salary through the agreed upon termination date. In addition, the Sycomp.com DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167 1D4ED202 SY CoM p Corporate HQ 950 Tower Lane #1785 Foster City, CA 94404 Main 1.877.901.7416 Delivering Technology Globally Fax 1.650.312.8175 employee will be eligible only for commission payments earned against closed deals prior to their last day of employment. Those earned commissions will be paid to resigning or terminated participating employees on the regularly scheduled commission payment schedule. Under no circumstance will the participating employee be eligible for commissions on future renewals. The participating employee must also return all Company documents and property and settle any financial obligations owed to the Company. 35 No Conflicting Obligations. By executing this letter, you represent and warrant that your performance under this letter does not and will not breach any agreement you have entered into, or will enter into, with any other party. You shall not engage in any other employment, occupation, consulting, or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third-party confidential information to the Company, including that of any former employer, and that you will not in any way utilize any such information in performing your duties for the Company. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the cas By signing and accepting this offer, you represent and warrant that: (i) you are not subject to any pre-existing contractual or other legal obligation with any person, company or business enterprise which may be an impediment to, or a conflict of interest with, your employment with the Company, or your providing services to the Company as its employee; (ii) you do not have and shall not bring onto the Company’s premises, or use in the course of your employment with the Company, any confidential or proprietary information of another person, company or business enterprise to whom you previously provided services; and (iii) you will not, at any time during your employment with the Company, breach any obligation or agreement that you have entered into with any third party, including your former employers. You agree not to enter into any written or oral agreement that conflicts with this letter. 6. Benefits. You will be eligible to receive other benefits, including health plans, paid time off and the like, if any, that are generally offered to other Company employees at your level from time to time, in accordance with the terms of such benefit plans and programs. Such programs are subject to change from time to time in the company’s discretion. 7 Proprietary Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’ andard Proprietary Information and Invention Assignment Agreement (PITAA), a copy of which is attached to this letter. 8. Entire Agreement. This letter, together with the Proprietary Information and Invention Agreement and any other agreements referenced herein, set forth the complete and exclusive terms of your employment with the Company and supersedes and replaces any prior understandings or agreements, whether oral, written, or implied, between you and the Company regarding the matters described in this letter. This letter may not be modified or amended except in a writing signed by you and an authorized representative of the Company. Tim, we hope that you will accept our offer to join Sycomp, and we feel certain that this position will mark the beginning of an exciting and challenging opportunity. You may indicate your agreement with these terms and accept this offer by signing and dating both this letter and the enclosed attachment(s) and returning them to me by close of business on Friday March 17, 2023. This offer is contingent upon you: 1) signing, returning, and complying with Company’s Proprietary Information and Invention Assignment Agreement; 2) timely providing Company with appropriate documents establishing your identity and right to work in the United States; 3) consenting to a background check, in accordance with applicable law, that produces results satisfactory to Company. Sycomp.com DocuSign Envelope ID: FSB9F3C6-FB71-474E-A7D9-5167 1D4ED202 SY CoM p Corporate HQ 950 Tower Lane #1785 Foster City, CA 94404 Main 1.877.901.7416 Delivering Technology Globally Fax 1.650.312.8175 If you have any questions, please feel free to call me at 925-864-6115. tualyiey Ours, Men Shalrdadi Allen Shahdadi Global VP Sales Acceptance of Offer: I the undersigned hereby accept the terms and provisions as are set forth in this letter. I acknowledge that this agreement supersedes any and all offers, commitments and promi made during interviews and any other discussions between me and any Company representative prior to now regarding prospective employment with the Company. DocuSigned by: Tim Cordell CFOBEGFT ey Signature o: Fim Cordell 4/6/2023 | 11:05:10 AM PDT Dated: Exhibit A: Roles and Responsibilities Position: Global Account Manager Reports to: Allen Shahdadi, Global VP Sales Role Responsibilities: (including but not limited to): Develop customer relationships that drive pipeline and revenue/profit Consistently achieve high levels of customer satisfaction Maintain strong working relationships with vendor’s sales and support teams which are represented by Sycomp Secure certifications in products by attending education classes or online training Other duties and functions that are needed or requested on an on-going basis Additional Responsibilities will be assigned by Global VP Sales where your role seems fit Sycomp.com