Devon and Bernard,
I hope this message finds you well. I am writing with respect to the proposed employment of our client, Dr. Marcus J. Elliston, as Chief Operating Officer of Arbor Health Technologies Inc. ("AHT").
On behalf of Dr. Elliston, I write to formally notify you that he has decided not to proceed with the COO position at AHT. Accordingly, Dr. Elliston will not be executing the Executive Employment Agreement, the Employee Non-Competition Agreement, or any of the related ancillary documents—including the equity award agreements, schedules, and exhibits—that have been the subject of our negotiations over the past several weeks.
This decision follows Dr. Elliston's acceptance of an alternative professional opportunity. I am not in a position to share additional details at this time, but I do want to emphasize that this outcome is in no way a reflection of any dissatisfaction with Arbor Health Technologies or with the terms under discussion.
I would also like to express our sincere appreciation for the professionalism and diligence that you, Bernard, and the entire Calderwood & Harkness team brought to the negotiation process. Substantial progress had been made toward finalizing the documents—the third draft circulated on September 16 was, as you know, very nearly in executable form—and I recognize that this news may be disappointing given the effort invested on all sides. I can assure you that this was not an easy decision for Dr. Elliston.
We would ask that you relay this notification to your client at your earliest convenience—specifically to Aaron Whitfield, General Counsel, and Lisa Murakami, Chief Human Resources Officer, or to such other AHT representatives as you deem appropriate. I should note that Dr. Elliston intends to communicate his decision directly to Ms. Chandrasekaran as well, and may have already done so by the time you receive this email; however, this message serves as our formal counsel-to-counsel notification. No further action is required from our side with respect to the draft documents, and we would ask that the parties consider all outstanding drafts to be without force or effect. Finally, we trust that all confidential information exchanged during the course of the negotiation process—including Dr. Elliston's personal financial and background information—will continue to be treated in accordance with applicable confidentiality obligations.
Please do not hesitate to reach out if there are any administrative matters that require attention as we wind things down. It has been a pleasure working with you both, and I hope our paths will cross again under different circumstances.
With best regards,
Catherine A. Fielding Partner Fielding & Rowe LLP 101 Federal Street, Suite 2600 Boston, MA 02110 Tel: (617) 555-0140 Email: cfielding@fieldingrowellp.com
---
CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the use of the individual or entity to whom they are addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, copying, or other use of this communication is strictly prohibited. If you have received this message in error, please notify the sender immediately by reply email and delete the original message and all copies from your system. Thank you.