Separation Agreement Key Points

RECITALS WHEREAS, Employee was an employee of the Company from approximately February *, * to July *, *. WHEREAS, effective July *, * (the “Termination Date”), the Company terminated Employee’s employment due to restructuring. WHEREAS, both Parties wish to resolve any and all differences that may exist between them and to part on an amicable basis under the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual promises exchanged herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and Employee hereby memorialize their agreement as follows: ARTICLE I. Separation Compensation and Benefits *.*. The Company shall pay, and Employee shall accept, the gross amount of $*,*.*, which represents two weeks of base salary, less all applicable taxes and other deductions (the “Separation Payment”). * *.*. The Separation Payment serves as consideration for: (*) Employee’s agreements and covenants pursuant to this Agreement, and (*) Employee’s waiver and release of any and all claims against the Company. *.*. Employee acknowledges that they would not otherwise be entitled to the Separation Payment. *.*. The Company shall pay the Separation Payment in one lump sum within five (*) business days of Employee’s signing of this Agreement, via direct deposit into the bank account in which Employee’s paychecks were deposited while they were an employee, provided the Company has received this Agreement signed by the Employee and all Company property identified in Section *.* below. *.*. The Company shall pay its portion of the premium for Employee’s health, dental and vision benefits through July *, *. Appropriate deductions for Employee’s portion of the premium will be taken from Employee’s Separation Payment. Employee will receive notice of their right to elect continuation coverage after July *, *. *.*. Employee acknowledges receipt of their final salary. Employee further acknowledges that they are not entitled to any additional salary, commissions, bonuses or profit sharing. *.*. Employee acknowledges that they are not entitled to any vacation pay, time-off benefits or any other benefit that may have accrued at any time. ARTICLE II. Release *.*. Employee’s Release of the Company — Except for its obligations pursuant to this Agreement, Employee hereby releases and discharges the Company, and any and all of its former and current officers, employees, agents, representatives, affiliates, predecessors, * successors and assigns, as well as their heirs, executors and administrators, from liability on or for all claims, demands, causes of action, damages, costs, expenses, accounts, contracts, agreements, promises, compensation and all other liabilities of any kind or nature whatsoever, direct or indirect, known or unknown, which Employee may have had, now has or may hereafter have for any reason whatsoever, on account of or arising out of or in consequence of their employment relationship with the Company and/or the July *, * termination of that relationship from the beginning of time to the date of this Agreement, including, but not limited to, any action for breach of express or implied contract, any form of tort, and any claim of discrimination based upon race, creed, color, national origin, ancestry, religion, gender, disability, genetic information, age, marital or familial status, sexual orientation, gender identity or expression, military or veteran status, alienage or citizenship, and any other claim arising under Title VII of the Civil Rights Act of *, the Employee Retirement Income Security Act, the Americans with Disabilities Act of *, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Family and Medical Leave Act, Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the National Labor Relations Act, the Uniformed Services Employment and Re-employment Rights Act of *, the Equal Pay Act of *, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act of *, the Pregnancy Discrimination Act, the Pregnant Workers Fairness Act, the Families First Coronavirus Response Act, the New York State Human Rights Law, New York Executive Law §§ * and *, et seq., the New York Civil Rights Law, the New York State Insurance Law, the New York Labor Law, the New York City Human Rights Law, the New York Constitution, the United States Constitution and/or any and all other federal, state or local statutes, laws, rules and regulations pertaining to employment, as well as any and all other claims * of any nature. To the extent any such claim cannot be waived as a matter of law, it is understood that Employee expressly waives their right to any relief of any kind on any such claim, including attorneys’ fees and costs, should Employee pursue any claim or should any person or entity pursue any claim on Employee’s behalf. *.*. Employee’s Protected Rights — Nothing in this Agreement is intended to, or shall, interfere with Employee’s rights under federal or state employment discrimination laws to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal or state governmental agency enforcing discrimination laws, or cooperate with any such agency in its investigation, none of which will constitute a breach of any of the provisions of this Agreement. However, Employee will not be entitled to any relief, recovery, or monies in connection with any such complaint, charge, or proceeding, regardless of who filed or initiated it, provided, however, that this provision does not prohibit Employee from seeking and obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act of *. Notwithstanding this Section *.* and Section *.* above, Employee may apply for and receive state disability or unemployment compensation benefits, and the Company will not oppose the application. However, Employee acknowledges that the Company has a legal obligation to respond truthfully to any inquiry from the Department of Labor. Additionally, nothing in this Agreement is intended to prevent Employee from exercising their rights under Section * of the National Labor Relations Act, including the right to participate in or assist with a case before the National Labor Relations Board and communicate with coworkers or third parties about the terms and conditions of employment or labor disputes, unrelated to the Separation Payment, when the communication is not so disloyal, reckless, or * maliciously untrue as to lose the protection of the law. ARTICLE III. Miscellaneous *.*. Confidentiality of Terms — Employee and the Company shall treat the contents of this Agreement as strictly confidential. The parties represent that to date they have not disclosed and agree that hereinafter they shall not disclose the contents of this Agreement to any third party other than their respective attorneys, auditors, tax, business or financial advisors, insurers or immediate family members, existing or prospective, on a strictly as-needed basis, or pursuant to a court order or other valid and legal process. Further, no party, either by act or omission, shall knowingly permit the disclosure of same to any third party. In the event that a formal request is made to either party to compel the dissemination of information regarding the terms and conditions of this Agreement, said party shall promptly notify, in writing, the other party of such request so as to afford the other party the ability (but not the obligation) to object and oppose the dissemination of such information. Any knowing and intentional violation of this confidentiality provision shall constitute a material breach of this Agreement. Notwithstanding the above, this confidentiality provision does not prevent or restrict Employee from enforcing their Section * rights under the National Labor Relations Act, participating in Section * activity (including the right to communicate with former coworkers and/or third parties about terms and conditions of employment or labor disputes, unrelated to the amount of the Separation Payment under this Agreement), or otherwise cooperating through investigation, testimony, or otherwise with the National Labor Relations Board or any other administrative agency or court. * Employee acknowledges that they agree with this confidentiality provision, wish for its inclusion, and it is their preference that this provision be included. *.*. Entire Agreement — This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. It supersedes any and all prior agreements relating thereto. There are no other understandings or agreements between or among the Parties with respect to the subject matter hereof. No condition or provision of this Agreement may be modified, waived or revised in any way except in writing executed by all Parties and referring specifically to this Agreement. Emails containing a typed name and/or signature block do not constitute signed writings. *.*. Advice of Counsel — Employee acknowledges and represents that the Company has encouraged them to seek the advice of counsel prior to executing this Agreement; they have had a full and fair opportunity to seek the advice of counsel; to the extent Employee sought advice of counsel such advice was effective in all respects; and Employee has had all the time needed to fully review the Agreement so as to allow effective consultation with counsel or other advisor. *.*. Binding Effect — This Agreement and all rights and duties set forth herein shall be binding upon and inure to the benefit of the parties hereto, as well as their respective successors and assigns. *.*. Governing Law and Choice of Forum — This Agreement and its interpretation and performance shall be governed by the laws of the State of New York, without giving effect to its conflict-of-law rules. Any action relating to or arising out of the terms of this Agreement shall be brought either in the state courts located in New York County, New York or the United States District Court for the Southern District of New York. * *.*. Partial Invalidity — In the event any provision of this Agreement is held to be contrary to or invalid under the laws of any country, state, municipality or other jurisdiction, such illegality or invalidity shall not affect in any way any of the other provisions hereof, all of which shall continue in full force and effect. Notwithstanding the foregoing, if Employee’s release of claims is found to be completely invalid, the Agreement shall be ineffective and void, and Employee shall be required to return the Separation Payment minus $*.*. *.*. Captions — The captions set forth in this Agreement are intended solely for the Parties’ convenience and ease of reference and are not intended to modify, limit, describe or affect in any way the scope, content or intent of this Agreement. *.*. Company Property — Employee represents that they have surrendered to the Company all property of the Company, its employees, suppliers, vendors, clients or other third parties relating in any way to the Company’s management or operations, including, but not limited to, all money, checks, papers, books, records, computer programs, data, keys, equipment, tools, hardware, software, file back-up materials, diskettes, tapes, passwords, electronic or magnetic storage devices, confidential or proprietary information, trade secrets or like materials in their possession or control and all copies thereof. Employee agrees that they will not keep any copies, duplicates, reproductions or excerpts of any of the above items. The ownership and right of control of all notes, lists, analyses, memoranda, reports, records, programs, databases, processes and supporting documents or writings prepared by, for or on behalf of Employee in connection with the performance of their duties during their employment are vested exclusively in the Company and remain the exclusive property of the Company. Employee also represents that they have transferred * to the Company all information related to all prospects, leads and deals they worked on while employed by the Company. *.*. Signatures in Counterpart — This Agreement may be executed simultaneously in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Electronic or facsimile signatures will constitute original signatures. *.*. Authorizations — The Company hereby represents and warrants that its officer identified below is fully authorized to execute this Agreement on its behalf. *.*. Investigations — The Parties hereto acknowledge and agree that they have entered into this Agreement and have executed it without duress or coercion and have done so with the full opportunity to obtain the advice of counsel. Each party further acknowledges and agrees that no other party has made any representations, warranties, promises or agreements not set forth herein and no party relies in any way on any representation, warranty, statement of fact or opinion, understanding, disclosure or nondisclosure not set forth herein in entering into this Agreement and executing it, and that no party has been induced in any way, except for the consideration, representations, warranties, statements and covenants recited herein, to enter into this Agreement. *.*. Construction and Enforcement — The terms of this Agreement are the product of negotiations between the Parties and shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. *.*. No Waiver — The failure of either party to this Agreement to exercise and/or delay in exercising any power or right hereunder shall not operate as a waiver thereof, nor * shall any single or partial exercise of any such power or right preclude any other or further exercise of any other power or right hereunder. Further, the waiver by either party to this Agreement of any right or remedy hereunder on any occasion shall not be construed as a waiver of any such right or remedy on any future occasion. *.*. Notices — All notices, requests, demands or other communications required or contemplated hereunder or relating hereto shall be in writing and forwarded by first- class mail addressed as follows:

Does it seem like a standard separation agreement?

What does this mean: RECITALS WHEREAS, Employee was an employee of the Company from approximately February *, * to July *, *. WHEREAS, effective July *, * (the “Termination Date”), the Company terminated Employee’s employment due to restructuring. WHEREAS, both Parties wish to resolve any and all differences that may exist between them and to part on an amicable basis under the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual promises exchanged herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and Employee hereby memorialize their agreement as follows: ARTICLE I. Separation Compensation and Benefits *.*. The Company shall pay, and Employee shall accept, the gross amount of $*,*.*, which represents two weeks of base salary, less all applicable taxes and other deductions (the “Separation Payment”). * *.*. The Separation Payment serves as consideration for: (*) Employee’s agreements and covenants pursuant to this Agreement, and (*) Employee’s waiver and release of any and all claims against the Company. *.*. Employee acknowledges that they would not otherwise be entitled to the Separation Payment. *.*. The Company shall pay the Separation Payment in one lump sum within five (*) business days of Employee’s signing of this Agreement, via direct deposit into the bank account in which Employee’s paychecks were deposited while they were an employee, provided the Company has received this Agreement signed by the Employee and all Company property identified in Section *.* below. *.*. The Company shall pay its portion of the premium for Employee’s health, dental and vision benefits through July *, *. Appropriate deductions for Employee’s portion of the premium will be taken from Employee’s Separation Payment. Employee will receive notice of their right to elect continuation coverage after July *, *. *.*. Employee acknowledges receipt of their final salary. Employee further acknowledges that they are not entitled to any additional salary, commissions, bonuses or profit sharing. *.*. Employee acknowledges that they are not entitled to any vacation pay, time-off benefits or any other benefit that may have accrued at any time. ARTICLE II. Release *.*. Employee’s Release of the Company — Except for its obligations pursuant to this Agreement, Employee hereby releases and discharges the Company, and any and all of its former and current officers, employees, agents, representatives, affiliates, predecessors, * successors and assigns, as well as their heirs, executors and administrators, from liability on or for all claims, demands, causes of action, damages, costs, expenses, accounts, contracts, agreements, promises, compensation and all other liabilities of any kind or nature whatsoever, direct or indirect, known or unknown, which Employee may have had, now has or may hereafter have for any reason whatsoever, on account of or arising out of or in consequence of their employment relationship with the Company and/or the July *, * termination of that relationship from the beginning of time to the date of this Agreement, including, but not limited to, any action for breach of express or implied contract, any form of tort, and any claim of discrimination based upon race, creed, color, national origin, ancestry, religion, gender, disability, genetic information, age, marital or familial status, sexual orientation, gender identity or expression, military or veteran status, alienage or citizenship, and any other claim arising under Title VII of the Civil Rights Act of *, the Employee Retirement Income Security Act, the Americans with Disabilities Act of *, the Genetic Information Nondiscrimination Act, the Fair Labor Standards Act, the Family and Medical Leave Act, Sarbanes-Oxley, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the National Labor Relations Act, the Uniformed Services Employment and Re-employment Rights Act of *, the Equal Pay Act of *, the Lilly Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act of *, the Pregnancy Discrimination Act, the Pregnant Workers Fairness Act, the Families First Coronavirus Response Act, the New York State Human Rights Law, New York Executive Law §§ * and *, et seq., the New York Civil Rights Law, the New York State Insurance Law, the New York Labor Law, the New York City Human Rights Law, the New York Constitution, the United States Constitution and/or any and all other federal, state or local statutes, laws, rules and regulations pertaining to employment, as well as any and all other claims * of any nature. To the extent any such claim cannot be waived as a matter of law, it is understood that Employee expressly waives their right to any relief of any kind on any such claim, including attorneys’ fees and costs, should Employee pursue any claim or should any person or entity pursue any claim on Employee’s behalf. *.*. Employee’s Protected Rights — Nothing in this Agreement is intended to, or shall, interfere with Employee’s rights under federal or state employment discrimination laws to file or otherwise institute a charge of discrimination, to participate in a proceeding with any appropriate federal or state governmental agency enforcing discrimination laws, or cooperate with any such agency in its investigation, none of which will constitute a breach of any of the provisions of this Agreement. However, Employee will not be entitled to any relief, recovery, or monies in connection with any such complaint, charge, or proceeding, regardless of who filed or initiated it, provided, however, that this provision does not prohibit Employee from seeking and obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act of *. Notwithstanding this Section *.* and Section *.* above, Employee may apply for and receive state disability or unemployment compensation benefits, and the Company will not oppose the application. However, Employee acknowledges that the Company has a legal obligation to respond truthfully to any inquiry from the Department of Labor. Additionally, nothing in this Agreement is intended to prevent Employee from exercising their rights under Section * of the National Labor Relations Act, including the right to participate in or assist with a case before the National Labor Relations Board and communicate with coworkers or third parties about the terms and conditions of employment or labor disputes, unrelated to the Separation Payment, when the communication is not so disloyal, reckless, or * maliciously untrue as to lose the protection of the law. ARTICLE III. Miscellaneous *.*. Confidentiality of Terms — Employee and the Company shall treat the contents of this Agreement as strictly confidential. The parties represent that to date they have not disclosed and agree that hereinafter they shall not disclose the contents of this Agreement to any third party other than their respective attorneys, auditors, tax, business or financial advisors, insurers or immediate family members, existing or prospective, on a strictly as-needed basis, or pursuant to a court order or other valid and legal process. Further, no party, either by act or omission, shall knowingly permit the disclosure of same to any third party. In the event that a formal request is made to either party to compel the dissemination of information regarding the terms and conditions of this Agreement, said party shall promptly notify, in writing, the other party of such request so as to afford the other party the ability (but not the obligation) to object and oppose the dissemination of such information. Any knowing and intentional violation of this confidentiality provision shall constitute a material breach of this Agreement. Notwithstanding the above, this confidentiality provision does not prevent or restrict Employee from enforcing their Section * rights under the National Labor Relations Act, participating in Section * activity (including the right to communicate with former coworkers and/or third parties about terms and conditions of employment or labor disputes, unrelated to the amount of the Separation Payment under this Agreement), or otherwise cooperating through investigation, testimony, or otherwise with the National Labor Relations Board or any other administrative agency or court. * Employee acknowledges that they agree with this confidentiality provision, wish for its inclusion, and it is their preference that this provision be included. *.*. Entire Agreement — This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. It supersedes any and all prior agreements relating thereto. There are no other understandings or agreements between or among the Parties with respect to the subject matter hereof. No condition or provision of this Agreement may be modified, waived or revised in any way except in writing executed by all Parties and referring specifically to this Agreement. Emails containing a typed name and/or signature block do not constitute signed writings. *.*. Advice of Counsel — Employee acknowledges and represents that the Company has encouraged them to seek the advice of counsel prior to executing this Agreement; they have had a full and fair opportunity to seek the advice of counsel; to the extent Employee sought advice of counsel such advice was effective in all respects; and Employee has had all the time needed to fully review the Agreement so as to allow effective consultation with counsel or other advisor. *.*. Binding Effect — This Agreement and all rights and duties set forth herein shall be binding upon and inure to the benefit of the parties hereto, as well as their respective successors and assigns. *.*. Governing Law and Choice of Forum — This Agreement and its interpretation and performance shall be governed by the laws of the State of New York, without giving effect to its conflict-of-law rules. Any action relating to or arising out of the terms of this Agreement shall be brought either in the state courts located in New York County, New York or the United States District Court for the Southern District of New York. * *.*. Partial Invalidity — In the event any provision of this Agreement is held to be contrary to or invalid under the laws of any country, state, municipality or other jurisdiction, such illegality or invalidity shall not affect in any way any of the other provisions hereof, all of which shall continue in full force and effect. Notwithstanding the foregoing, if Employee’s release of claims is found to be completely invalid, the Agreement shall be ineffective and void, and Employee shall be required to return the Separation Payment minus $*.*. *.*. Captions — The captions set forth in this Agreement are intended solely for the Parties’ convenience and ease of reference and are not intended to modify, limit, describe or affect in any way the scope, content or intent of this Agreement. *.*. Company Property — Employee represents that they have surrendered to the Company all property of the Company, its employees, suppliers, vendors, clients or other third parties relating in any way to the Company’s management or operations, including, but not limited to, all money, checks, papers, books, records, computer programs, data, keys, equipment, tools, hardware, software, file back-up materials, diskettes, tapes, passwords, electronic or magnetic storage devices, confidential or proprietary information, trade secrets or like materials in their possession or control and all copies thereof. Employee agrees that they will not keep any copies, duplicates, reproductions or excerpts of any of the above items. The ownership and right of control of all notes, lists, analyses, memoranda, reports, records, programs, databases, processes and supporting documents or writings prepared by, for or on behalf of Employee in connection with the performance of their duties during their employment are vested exclusively in the Company and remain the exclusive property of the Company. Employee also represents that they have transferred * to the Company all information related to all prospects, leads and deals they worked on while employed by the Company. *.*. Signatures in Counterpart — This Agreement may be executed simultaneously in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Electronic or facsimile signatures will constitute original signatures. *.*. Authorizations — The Company hereby represents and warrants that its officer identified below is fully authorized to execute this Agreement on its behalf. *.*. Investigations — The Parties hereto acknowledge and agree that they have entered into this Agreement and have executed it without duress or coercion and have done so with the full opportunity to obtain the advice of counsel. Each party further acknowledges and agrees that no other party has made any representations, warranties, promises or agreements not set forth herein and no party relies in any way on any representation, warranty, statement of fact or opinion, understanding, disclosure or nondisclosure not set forth herein in entering into this Agreement and executing it, and that no party has been induced in any way, except for the consideration, representations, warranties, statements and covenants recited herein, to enter into this Agreement. *.*. Construction and Enforcement — The terms of this Agreement are the product of negotiations between the Parties and shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. *.*. No Waiver — The failure of either party to this Agreement to exercise and/or delay in exercising any power or right hereunder shall not operate as a waiver thereof, nor * shall any single or partial exercise of any such power or right preclude any other or further exercise of any other power or right hereunder. Further, the waiver by either party to this Agreement of any right or remedy hereunder on any occasion shall not be construed as a waiver of any such right or remedy on any future occasion. *.*. Notices — All notices, requests, demands or other communications required or contemplated hereunder or relating hereto shall be in writing and forwarded by first- class mail addressed as follows: