EXHIBIT A SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
Exhibit 10.22
EXHIBIT A
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
This Agreement sets forth the terms of your separation of employment with ▇▇▇▇▇ ▇▇▇▇ (the “Executive”) and SpartanNash Company (the “Company”). If you understand and agree with these terms, please sign in the space provided below. If the Executive and the Company sign below, this will be a legally binding document representing the entire agreement between the Executive and the Company regarding the subjects it covers. We will refer to this document as this “Agreement.”
Termination Date. Executive’s last day of work with the Company will be December 30, 2023.
Consideration. The Company will pay Executive:
Total of $656,000 x 1.5 = $984,000
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Exhibit 10.22
Release of Claims. In exchange for the payment(s) described in the Consideration clause above, you hereby waive all claims available under federal, state or local law against the Company and the directors, officers, employees, employee benefit plans and agents of the Company arising out of your employment with the Company or the termination of that employment, including but not limited to all claims arising under the Americans with Disabilities Act, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination Act, the Family and Medical Leave Act, Section 1981 of the United States Code, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act, the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Civil Rights Act, Michigan Persons With Disabilities Civil Rights Act, Michigan Equal Pay Law, Michigan Whistleblower's Protection Act, Michigan Paid Medical Leave Act, Michigan Minimum Wage Law of 1964, Michigan Payment of Wages and Fringe Benefits Law, Michigan Sales Representatives Commission Act, if applicable, Michigan WARN Laws, the ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Employee Right to Know Act, the Social Security Number Privacy Act, the Internet Privacy Protection Act, and Michigan Occupational Safety and Health Act, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. You are not waiving your right to vested benefits under the written terms of the retirement plan, claims for unemployment or workers’ compensation benefits, any claims arising after the date on which you sign this Agreement, or claims that are not otherwise waivable under applicable law. In addition, you are not waiving any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s articles of incorporation and bylaws.
Medicare Disclaimer. You represent that you are not a Medicare beneficiary as of the time you enter into this Agreement. To the extent that you are a Medicare beneficiary, you agree to contact a Company Human Resources Representative for further instruction.
Limit on Disclosures. You shall not disclose or cause to be disclosed the terms of this Agreement to any person (other than your spouse or domestic/civil union partner, attorney and tax advisor), except pursuant to a lawful subpoena, as set forth in the Reports to Government Entities clause below or as otherwise permitted by law. This provision is not intended to restrict your legal right to discuss the terms and conditions of your employment.
Reports to Government Entities. Nothing in this Agreement, including the Limit on Disclosures or Release of Claims clause, restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General (collectively, the “Regulators”), or from
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Exhibit 10.22
making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, you are waiving your right to receive any individual monetary relief from the Company or any others covered by the Release of Claims resulting from such claims or conduct, regardless of whether you or another party has filed them, and in the event you obtain such monetary relief, the Company will be entitled to an offset for the payments made pursuant to this Agreement. This Agreement does not limit your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. You do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and you do not need to notify the Company that you have engaged in such conduct.
Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Nonadmission of Liability. Nothing in this Agreement is an admission of any wrongdoing, liability or unlawful activity by you or by the Company.
No Other Amounts Due. You acknowledge that the Company has paid you all wages, salaries, bonuses, benefits and other amounts earned and accrued, less applicable deductions, and that the Company has no obligation to pay any additional amounts other than the payment(s) described in the Consideration clause of this Agreement.
Signature. The Company hereby advises you to consult with an attorney prior to signing this Agreement. You acknowledge that you have had a reasonable amount of time to consider the terms of this Agreement and you sign it with the intent to be legally bound.
Acknowledgment of Voluntariness and Time to Review. You acknowledge that:
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Exhibit 10.22
Agreed into by the following parties:
SpartanNash
_/s/ ▇▇▇▇ ▇▇▇▇▇▇________________
Name: _▇▇▇▇ ▇▇▇▇▇▇_____________
Date: __01/04/2024_____________
EXECUTIVE
_/s/ ▇▇▇▇▇ ▇▇▇▇_____________________
Name: _▇▇▇▇▇ ▇▇▇▇_ _______________
Date: _12/31/2023___________________
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