SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS
Exhibit 10.35
SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS
This Separation Agreement and Complete Release of Claims (the “Agreement”) is a binding contract between Cornerstone Building Brands, Inc. and its subsidiaries, affiliates, and related entities (including the entities known as NCI Group, Inc., NCI Building Systems, Inc., Ply Gem Industries, Inc., and ▇▇▇▇▇▇▇▇▇’▇ hiring entity), (collectively, the “Company”), on the one hand, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, individually (“Pritchett”), on the other hand. The Company and ▇▇▇▇▇▇▇▇▇ will be referred to individually as a “Party” and collectively as the “Parties.”
NOW, THEREFORE, in consideration of the covenants, promises and agreements set forth herein, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by them, the Parties agree as follows:
I.DEFINITIONS
“Confidential Information” means any and all trade secrets, confidential and proprietary information and materials, and other business documents, records, and information belonging to the Company or that relate to the business of the Company or its customers, whether oral or written or otherwise, that is not generally known to or available to the public, regardless of whether such information (i) is expressly identified in this definition, (ii) is or was marked as confidential and proprietary, or (iii) is or is not patentable. Confidential Information includes without limitation: (A) personnel files and records, including compensation agreements, employment agreements, and other terms and conditions of employment, as well as any other personal, sensitive, or confidential information about the Company’s employees, (B) actual or potential customer and supplier information, including but not limited to lists of actual or potential customers or suppliers, lead lists, current and anticipated customer/supplier requirements, price lists, pricing methodology or models, customer/supplier contracts and contract terms, customer/supplier preferences, and negotiations with customers/suppliers or prospective customers/suppliers, (C) technical and operational information, including but not limited to trade secrets, copyrighted materials, methods of practice, programming or data transmission methods, data, processes, designs, graphs, drawings, databases, ideas, current and planned research and development, maps, passwords, strategies, manufacturing procedures, processes, techniques, and methodologies, technology, proprietary software, and design software, however documented, (D) business and financial records and information, including but not limited to business and financial plans and strategies, acquisition targets/negotiations, marketing plans, studies, and techniques, lease documents, rent rolls, stacking plans, financial projections and budgets, revenue projections, and capital spending budgets and plans, and (E) any material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. Confidential Information, as defined in this Agreement, includes any such information that ▇▇▇▇▇▇▇▇▇ may have created, invented, originated, learned, and had access to or obtained, whether in tangible form or memorized, while employed by the Company. It is expressly understood that the foregoing list shall be illustrative only and is not intended to be an exclusive or exhaustive list of Confidential Information.
“Equity Agreements.” refers to, collectively, any Incentive Unit Grant Agreement (as defined in the Plan) to which ▇▇▇▇▇▇▇▇▇ is a party, any Investment Agreement (as defined in the Plan) to which ▇▇▇▇▇▇▇▇▇ is a party, the LP Agreement (as defined in the Plan), any Partnership Repurchase Notice (as defined in the Plan) or CD&R Investors Repurchase Notice (as defined in the Plan) and any and all other agreements relating to ▇▇▇▇▇▇▇▇▇’▇ participation in the Plan.
“Plan” refers to the Camelot Return Ultimate, LP 2022 Equity Incentive Plan.
“Releasees” (or individually, a “Releasee”) means the Company and all of its and their past, present and future owners, parent companies, subsidiaries, domestic and international affiliates, related entities, partners, divisions, business units, DBAs, predecessors, successors, merged or acquired entities, and joint venturers, and all of the past, present, and future shareholders, stockholders, unitholders, owners, directors, officers, employees, principals, agents, contractors, partners, representatives, predecessors, successors, assigns, affiliates, subsidiaries, parent companies, related entities, attorneys, insurers, executors, administrators, receivers, and employee welfare, benefit, compensation, and retirement plans (including plan sponsors, fiduciaries, administrators and trustees) of all of the foregoing, and all persons or entitie's acting by, through, under or in concert with any of them.
1 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. AGREEMENT
1.Employment Separation.
(a)▇▇▇▇▇▇▇▇▇ will be paid her regular salary and benefits through the Separation Date defined below. ▇▇▇▇▇▇▇▇▇ will be expected to perform her assigned duties, including transition duties, through the Separation Date. ▇▇▇▇▇▇▇▇▇’▇ failure to satisfactorily perform her job duties through the Separation Date, as requested by the Company, in the CEO’s sole discretion, will result in an earlier separation date. If ▇▇▇▇▇▇▇▇▇ resigns earlier than the Separation Date or engages in “Cause” under her Employment Agreement with the Company, this offer of Separation Benefits will immediately become null and void and of no effect. Any vacation taken during the transition period must be pre-approved by the CEO of the Company.
(b)Effective June 28, 2024, (the “Separation Date”), ▇▇▇▇▇▇▇▇▇ is hereby separated as an employee of the Company and is hereby terminated from all positions held with the Company. Further and irrespective of whether ▇▇▇▇▇▇▇▇▇ signs this Agreement, ▇▇▇▇▇▇▇▇▇ will be paid her regular base salary through the Separation Date.
(c)▇▇▇▇▇▇▇▇▇ agrees to be available for consulting and transition services between the Separation Date and July 25, 2024 (“Transition Period”) to assist with the transition of her role. In exchange, ▇▇▇▇▇▇▇▇▇ will be eligible to receive the dividend payment that vests during the Transition Period as set forth on Exhibit A, attached hereto. ▇▇▇▇▇▇▇▇▇’▇ eligibility to receive the dividend payment is expressly conditioned on her availability to provide consulting and transition services upon the request of the CEO at such dates and times as are reasonably requested.
2.Review of Agreement. ▇▇▇▇▇▇▇▇▇ shall have twenty-one (21) calendar days after receipt of this Agreement or until the Separation Date, whichever is later, to consider and execute this Agreement. ▇▇▇▇▇▇▇▇▇ may use as much or as little of this time as she wishes, provided that ▇▇▇▇▇▇▇▇▇ shall not execute this Agreement prior to the Separation Date. To accept this Agreement, ▇▇▇▇▇▇▇▇▇ must date and sign and return the Agreement to the Company no later than twenty-one (21) days after receipt of this Agreement or the Separation Date, whichever is later. Return of the Agreement may be made by (i) mail (post-marked on or before the 21st day or the Separation Date, whichever is later) to Cornerstone Building Brands, Inc., Attention: HR Compliance, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ (ii) e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇. Following execution of the Agreement, ▇▇▇▇▇▇▇▇▇ shall have seven (7) days to revoke her acceptance of this Agreement. Revocation must be in writing and submitted to the Company at the address and/or e-mail indicated above. Revocation will not be effective unless it is received by the Company prior to the 8th day after ▇▇▇▇▇▇▇▇▇ executes this Agreement. None of the consideration listed in this Agreement will be provided by the Company unless ▇▇▇▇▇▇▇▇▇ timely signs this Agreement and the revocation period expires without ▇▇▇▇▇▇▇▇▇ having exercised her right of revocation. This Agreement shall be effective upon the expiration of the revocation period, and will be irrevocable at that time (hereinafter, the “Effective Date”). Prior to the Effective Date, this Agreement may be revoked by the Company or ▇▇▇▇▇▇▇▇▇ at any time.
3.Consult Attorney. By tender of this Agreement to Pritchett, the Company hereby advises ▇▇▇▇▇▇▇▇▇ in writing to consult with an attorney of her choosing prior to signing this Agreement.
4.Separation Benefits. In consideration for ▇▇▇▇▇▇▇▇▇’▇ execution of this Agreement, including the complete release stated below, ▇▇▇▇▇▇▇▇▇ will be entitled to the following “Separation Benefits,” provided that ▇▇▇▇▇▇▇▇▇ timely executes this Agreement and does not revoke it. ▇▇▇▇▇▇▇▇▇ understands and agrees that these benefits are not something to which she would otherwise be entitled absent the execution and non-revocation of this Agreement. The Separation Benefits shall be subject to all withholding required for taxes.
(a)Severance Payment. The Company will pay ▇▇▇▇▇▇▇▇▇ sixty-five weeks’ (the “Severance Period”) base salary in the total amount of $625,000, less applicable withholding for taxes (the “Severance Payment”). For the avoidance of doubt, this amount shall not include any amounts with respect to any cost of living adjustments, car allowance, temporary housing allowance, or payments for any other perquisites or benefits for ▇▇▇▇▇▇▇▇▇, including Company contributions to ▇▇▇▇▇▇▇▇▇’ 401k plan.
The Severance Payment will be made within thirty (30) days after the expiration of the revocation period, except as set forth in this Agreement regarding Section 409A. The Severance Period shall begin on the Separation Date. The
2 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Payment is subject to reduction by the Company to satisfy any amounts owed by ▇▇▇▇▇▇▇▇▇ to the Company. Payment will be made using the same payment method (e.g., direct deposit) as ▇▇▇▇▇▇▇▇▇’ final paycheck.
(b)Pro-rata Annual STIP Bonus. The Company will pay ▇▇▇▇▇▇▇▇▇ a pro rata bonus under the annual bonus plan for the year in which the Separation Date occurs based upon the elapsed number of days in the year through the Separation Date applied to the bonus that would have been earned by ▇▇▇▇▇▇▇▇▇ if ▇▇▇▇▇▇▇▇▇ had remained employed on the normal payment date of such bonus, based on actual performance under applicable financial metrics and applying any discretionary factors in substantially the same manner as such factors are applied to similarly situated employees of the Company whose employment was not terminated. This payment will be made at such time as the Company otherwise makes payment of annual bonuses (on or before March 15 of the year following the year in which the employment separation occurs).
(c)COBRA Separation Benefit. ▇▇▇▇▇▇▇▇▇ is eligible to continue participation in the group health and dental benefit programs of the Company pursuant to, and subject to, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Upon election of continuation coverage through COBRA, the Company shall subsidize a portion of the standard 102% premium for group health benefits for the period of coverage applicable to ▇▇▇▇▇▇▇▇▇ under COBRA (up to a maximum of twelve months (the “COBRA Subsidy Period”). The subsidy will be the difference between the COBRA rate and the active employee rate, leaving ▇▇▇▇▇▇▇▇▇ responsible only for the amount that an active employee would pay during the COBRA Subsidy Period. If at any time during the COBRA Subsidy Period, ▇▇▇▇▇▇▇▇▇ discontinues coverage or is no longer eligible for coverage for any reason, the subsidy provided by the Company will immediately cease.
(d)Outplacement Services Benefit. As additional consideration for signing this Agreement, the Company agrees to provide ▇▇▇▇▇▇▇▇▇ with outplacement counseling services through a firm selected by the Company for a period of twelve months following the Effective Date. The outplacement counseling benefits and limitations will be explained in a separate document.
5.Termination of Other Benefits. Except as required by law, this Agreement, or under the Company’s benefit plans, ▇▇▇▇▇▇▇▇▇’▇ participation in all Company benefits and benefit plans shall cease on the Separation Date.
6.No Other Benefits; No Admission. ▇▇▇▇▇▇▇▇▇ agrees that except for the payments provided in this Agreement, she is entitled to no other payments or compensation of any kind from the Company under any agreement, plan, program, or policy of the Company, and by executing this Agreement, ▇▇▇▇▇▇▇▇▇ is waiving her rights, if any, related to any benefits provided pursuant to such agreement, plan, program, or policy. ▇▇▇▇▇▇▇▇▇ acknowledges, by entering into this Agreement, that the Company and the Releasees do not admit to the violation of any employment or labor law or any unlawful or tortious conduct or any other wrongdoing of any kind in connection with ▇▇▇▇▇▇▇▇▇ or her employment.
7.Equity and Equity Awards in Ultimate. ▇▇▇▇▇▇▇▇▇ previously (a) purchased Class A-2 Units (the “Class A-2 Units”) in Camelot Return Ultimate, LP (“Ultimate”) and (b) was granted Class B Units (the “Incentive Units”) in Ultimate, in each case, under the Plan. Exhibit A sets forth all of the Class A-2 Units and all of the Incentive Units held by ▇▇▇▇▇▇▇▇▇ as of the Separation Date (including, with respect to the Incentive Units, which Incentive Units are vested units as of the Separation Date and which Incentive Units are unvested units as of the Separation Date), and ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that she does not hold any other equity or equity awards in Ultimate, the Company or any of their affiliates other than the Class A-2 Units and Incentive Units set forth on Exhibit A. Pursuant to the terms of the Plan, all unvested Incentive Units shall be forfeited for no consideration at the end of the Transition Period. All Class A-2 Units will remain outstanding, subject to repurchase by Ultimate in accordance with the terms of the Plan. ▇▇▇▇▇▇▇▇▇ agrees that, notwithstanding anything in the Plan to the contrary, she hereby waives her right to elect a Post-Termination Settlement (as defined in the Plan) with respect to her vested Incentive Units, and as a result, ▇▇▇▇▇▇▇▇▇’▇ vested Incentive Units will be forfeited for no consideration as of the end of the Transition Period.
8.Complete Release of Claims. In exchange for the consideration offered to ▇▇▇▇▇▇▇▇▇ under this Agreement, ▇▇▇▇▇▇▇▇▇, on her behalf and on behalf of her heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY WAIVES, RELEASES, ACQUITS, COVENANTS NOT TO SUE, AND FOREVER DISCHARGES THE COMPANY AND RELEASEES, to the fullest extent permitted by law, from any and all
3 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
charges, complaints, claims, actions, causes of action, suits, controversies, liabilities, obligations, promises, agreements, grievances, rights, entitlements, demands, costs, losses, damages, debts, and expenses (including attorneys’ fees and legal expenses) of any kind or nature whatsoever, known or unknown, in law or in equity, that Pritchett now has, owns, or holds, or claims to have, own, or hold, or which ▇▇▇▇▇▇▇▇▇ at any time heretofore had, owned, or held, or claimed to have had, owned, or held from the beginning of time to the Effective Date of this Agreement. The Parties agree that this general release of claims shall not include or waive ▇▇▇▇▇▇▇▇▇’▇ pending worker’s compensation claim, if any. For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇ acknowledges that the release contained in this Agreement does not apply to any claims that may arise under the Age Discrimination in Employment Act after the date that ▇▇▇▇▇▇▇▇▇ signs this Agreement.
Except as expressly provided in this Agreement, this release includes but is not limited to (i) all claims arising directly or indirectly from or relating in any way to ▇▇▇▇▇▇▇▇▇’▇ employment with the Company, the conclusion of that employment, and any other acts, events, transactions, communications, or omissions which have occurred or are alleged to have occurred before, during, or after employment through the Effective Date of this Agreement, (ii) all claims arising out of or relating to any contract, express or implied, whether written or oral, involving ▇▇▇▇▇▇▇▇▇ and/or any Releasee, including any claim for breach of an express or implied covenant of good faith and fair dealing, (iii) all claims or theories of recovery relating in any way to the employment relationship with the Company, including but not limited to claims for wages, overtime, severance or separation payments (except as provided herein), bonuses, commissions, equity awards or compensation (except as provided herein), incentive payments or other compensation of any kind, employee benefits, misrepresentation, fraud, interference with prospective or actual contractual or business relations, personal injury, slander, libel, assault, battery, negligence (including the gross or intentional negligence of ▇▇▇▇▇▇▇▇▇ or any Releasee), negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual or other harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws of the United States, the States of Texas or North Carolina, the State in which ▇▇▇▇▇▇▇▇▇ was employed, or any other jurisdiction, (iv) all claims or theories of recovery arising under any local, state, federal or international law, regulation, constitution, or ordinance, or from equity, contract, tort, or other common law, including but not limited to any claim or theory of recovery arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. §§ 1981-1985, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act of 1988, the Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, Executive Order 11246, VEVRAA, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. § 4301, et seq., the Employee Retirement Income Security Act, the Occupational Health Safety Act, the Equal Pay Act, all federal, state, and local employment and wage and hour laws (including those of any State or City in which ▇▇▇▇▇▇▇▇▇ was employed), and as any such laws or regulations may be amended from time to time, and (v) any other claim arising under the common law or any local, state, federal, or international law or regulation, whether related to employment or not, and whether identified specifically in this Agreement or not.
This release also applies to any claims brought by any organization, person, or agency on behalf of ▇▇▇▇▇▇▇▇▇ or class or collective action under which ▇▇▇▇▇▇▇▇▇ may have a right or benefit and, by entering into this Agreement, ▇▇▇▇▇▇▇▇▇ specifically waives and releases any claims for monetary or other damages (including costs or attorneys’ fees) or relief of any kind (including injunctive and declaratory relief) in any action or proceeding of any kind in which such a claim is asserted or any settlement of same. ▇▇▇▇▇▇▇▇▇ further acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim for damages or other relief based on any matters released herein.
9.Restrictive Covenants. ▇▇▇▇▇▇▇▇▇ acknowledges and recognizes the highly competitive nature of the business of the Company and accordingly agrees as follows:
(a) Non-Competition.
(1)Beginning on the Separation Date and continuing for until July 25, 2025, ▇▇▇▇▇▇▇▇▇ shall not: (A) engage in any Competitive Activity (as defined below) within or with respect to the Prohibited Territory (as defined below); or (B) as an employee, agent, partner, shareholder, member, investor, money or equipment lender, director, consultant, advisor, owner, or (without limitation of the specific enumeration of the foregoing) otherwise, assist others to engage in any Competitive Activity within or with respect to the Prohibited Territory.
4 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(2)“Competitive Activity” means competing against the Company by: (A) engaging in work for a competitor of the Company that is the same as or substantially similar to the work ▇▇▇▇▇▇▇▇▇ performed on behalf of the Company at any time during the 12 months prior to the Separation Date; (B) engaging in any aspect of the Restricted Business that ▇▇▇▇▇▇▇▇▇ was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date; (C) supervising others engaged in any aspect of the Restricted Business that ▇▇▇▇▇▇▇▇▇ was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date; and/or (D) supporting any competitor of the Company with respect to any aspect of the Restricted Business that ▇▇▇▇▇▇▇▇▇ was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date. Notwithstanding the preceding, passively owning less than 1% of a public company shall not constitute by itself Competitive Activity or assisting or supporting others to engage in Competitive Activity.
(3)The “Restricted Business” means the business of manufacturing, engineering, marketing, selling, and/or providing building products or services competitive with any product manufactured, engineered, marketed, sold, or provided by the Company at any time within 12 months prior to the Separation Date. The Parties acknowledge and agree that the products provided by the Company as of the Separation Date include, without limitation: (A) stone, vinyl siding and related components, windows (including vinyl windows, vinyl clad windows, aluminum windows, aluminum clad windows, and wood windows), and doors; (B) stone veneer, brick and block and related products and services; and (C) metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, sectional or roll-up doors, windows, or other metal components of a building structure), coated or painted steel or metal coils, coil coating or coil painting services. The Restricted Business shall also include services competitive with those services offered, sold or provided by the Company related to the design, production, sale, or installation of the foregoing products.
(4)“Prohibited Territory” means: (A) ▇▇▇▇▇▇▇▇▇’▇ sales territory or geographic area of responsibility (including sales, supervisory, managerial, or operational responsibility) for the Company at any point during the 12 months prior to the Separation Date; (B) the area within 250 miles from ▇▇▇▇▇▇▇▇▇’▇ primary office location as of the Separation Date; and, if applicable, (C) the area within 250 miles from any office or manufacturing facility where ▇▇▇▇▇▇▇▇▇ maintained a secondary office or over which ▇▇▇▇▇▇▇▇▇ had responsibility for personnel or operations or performed job duties at any time during the 12 month period prior to the Separation Date.
(5)The “Company” as used in subsections (a) and (b) of this means: (A) ▇▇▇▇▇▇▇▇▇’▇ employer immediately prior to the Separation Date; and (B) any affiliate of such employing entity with or for whom ▇▇▇▇▇▇▇▇▇ performed services or had responsibilities any time during the 12-month period prior to the Separation Date.
(b) Non-Solicitation and Non-Recruitment. From the Separation Date and continuing until July 25, 2025, ▇▇▇▇▇▇▇▇▇ shall not, directly or indirectly, and whether on her own behalf or on behalf of any other person or entity:
(1)hire, seek to hire, or solicit the employment or service in a commercial capacity of any employee, agent, or consultant of the Company with whom ▇▇▇▇▇▇▇▇▇, at any time during ▇▇▇▇▇▇▇▇▇’▇ employment with the Company, had a business-related contact or had access to Confidential Information about, whether direct or indirect, or assist another in any of the foregoing activities;
(2)in any manner attempt to influence or induce any employee, agent, or consultant of the Company with whom ▇▇▇▇▇▇▇▇▇, at any time during ▇▇▇▇▇▇▇▇▇’▇ employment with the Company, had a business related contact or had access to Confidential Information about, whether direct or indirect, to leave the employment or service of the Company or otherwise impair his or her or its employment or relationship with the Company, or assist another in any of the foregoing activities;
(3)use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or the terms of their employment with the Company unless such use or disclosure is of a personal nature, is requested by the Company, or is required by due process of law;
(4)with respect to the Restricted Business, call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer or acquisition prospect of the Company with whom ▇▇▇▇▇▇▇▇▇ dealt or had business
5 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, at any time during the 24 month period prior to the Separation Date, or assist another in any of the foregoing activities. This limitation shall apply to any location where a customer or acquisition prospect may be found for purposes of solicitation; and/or
(5)interfere with or seek to interfere with: (a) the relationship between the Company and any customers or acquisition prospect of the Company with whom ▇▇▇▇▇▇▇▇▇ dealt or had business dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, at any time during the 24 month period prior to the Separation Date; or (b) the relationship between the Company and any of the vendors of the Company with whom ▇▇▇▇▇▇▇▇▇ dealt or had business dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, during the 24 month period prior to the Separation Date, or assist another in any of the foregoing activities. This limitation shall apply to any location where a customer, vendor, or acquisition prospect may be found for purposes of interference.
(c)Notification to Subsequent Employers. Pritchett shall inform any prospective employers of this Agreement or any other policy or agreement between Pritchett and the Company that may be in effect at the time of ▇▇▇▇▇▇▇▇▇’▇ correspondence with such prospective employers, with specific regard to the restrictive covenants set forth in this Section. ▇▇▇▇▇▇▇▇▇ hereby authorizes the Company at its discretion to contact ▇▇▇▇▇▇▇▇▇’▇ prospective or subsequent employers and inform them of this Agreement or any other policy or agreement between Pritchett and the Company that may be in effect at the time that ▇▇▇▇▇▇▇▇▇’▇ employment with the Company ends.
(d)Questions. For questions regarding competitive companies, ▇▇▇▇▇▇▇▇▇ shall contact the Chief Human Resources Officer. Upon request from Pritchett, the Company may elect, in its sole discretion, to release ▇▇▇▇▇▇▇▇▇ from any of the restrictions contained in subsections (a) and (b) above. Should the Company elect to release ▇▇▇▇▇▇▇▇▇ from any such restrictions, the Company, in its discretion may cease any future payments or benefits provided under this Agreement from the date on which the Company agrees to such release. Notwithstanding a release by the Company of the ▇▇▇▇▇▇▇▇▇ from any of the restrictions contained in this Section, all other restrictions contained in this Agreement shall remain in force. ▇▇▇▇▇▇▇▇▇ shall also inform future employers about any modified restrictions on or before commencement of employment with the employer.
(e)Non-Disclosure of Confidential Information. ▇▇▇▇▇▇▇▇▇ agrees that following the termination of employment, she shall maintain all Confidential Information in confidence and agrees that she shall not, directly or indirectly, except as expressly authorized by the Company in writing, (i) divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by or disclosed to ▇▇▇▇▇▇▇▇▇ in connection with ▇▇▇▇▇▇▇▇▇’▇ employment with the Company, or (ii) use any Confidential Information for the benefit of ▇▇▇▇▇▇▇▇▇ or any third party. Provided that, if ▇▇▇▇▇▇▇▇▇ is required in or pursuant to any legal, judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, ▇▇▇▇▇▇▇▇▇ shall notify, as promptly as practicable, the Company of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other action deemed appropriate by the Company. If, in the absence of a protective order or the receipt of a waiver hereunder, ▇▇▇▇▇▇▇▇▇ is compelled or required by law or the order of any governmental, regulatory or self-regulatory body to disclose the Confidential Information, ▇▇▇▇▇▇▇▇▇ may disclose only that portion of the requested Confidential Information which ▇▇▇▇▇▇▇▇▇ is compelled or required to disclose, and ▇▇▇▇▇▇▇▇▇ will exercise ▇▇▇▇▇▇▇▇▇’▇ reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. This provision is in addition to, and not in lieu of, any other confidentiality or non-disclosure agreements by the Pritchett in favor of the Company or the restrictions afforded trade secrets as defined under applicable law. Nothing in this Agreement shall authorize the disclosure of trade secrets at any time.
(f)Non-Disparagement. ▇▇▇▇▇▇▇▇▇ agrees to refrain from any criticisms or disparaging comments about the Company (including any of its or their management, employees, or business policies or practices), or which may disrupt, harm, or impair the Company’s business, business relationships, operations, goodwill, or reputation. Provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or
6 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
limit ▇▇▇▇▇▇▇▇▇’▇ right to provide truthful testimony or information in response to a subpoena, court or arbitral order or valid request by a state or federal law enforcement, regulatory, or judicial agency, body or official, or to the Board or senior management of the Company, or require notice to the Company thereof, and ▇▇▇▇▇▇▇▇▇ will be not be in breach of the covenant contained above solely by reason of truthful testimony which is compelled by process of law, including with respect to any dispute in connection with this Agreement. Nothing in this Agreement restricts, or is intended to restrict, any rights of ▇▇▇▇▇▇▇▇▇ that cannot be lawfully restricted, including but not limited to any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1932, as amended).
10.Enforcement Provisions. ▇▇▇▇▇▇▇▇▇ acknowledges and agrees as follows:
(a)The Confidential Information of the Company is unique and was developed or acquired by them through the expenditure of valuable time and resources; that the Company derives independent economic value from this Confidential Information not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; that the Company has taken all prudent and necessary measures to preserve the proprietary and confidential nature of its Confidential Information; and that the covenants set forth in the preceding Section are the most reasonable, efficient and practical means to protect the Confidential Information.
(b)The covenants set forth in the preceding Section are necessary to protect the goodwill of the Company following ▇▇▇▇▇▇▇▇▇’▇ employment separation, and to ensure that such goodwill will be preserved and continued for the benefit of the Company after ▇▇▇▇▇▇▇▇▇’▇ employment terminates.
(c)Due to the nature of the business conducted by the Company and as contemplated to be continued and conducted by the Company, the scope and the duration of the covenants set forth in the preceding Section are in all respects reasonable.
(d)The covenants set forth in the preceding Section each constitute separate agreements independently supported by good and adequate consideration and each such agreement shall be severable from the other provisions of this Agreement. The existence of any claim or cause of action of ▇▇▇▇▇▇▇▇▇ against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained herein.
(e)In the event of ▇▇▇▇▇▇▇▇▇’▇ breach, or threatened breach, of any term or provision contained in the preceding Section of this Agreement, ▇▇▇▇▇▇▇▇▇ agrees that the Company shall suffer irreparable harm not compensable by damages or other legal remedies, and that accordingly the Company shall be entitled to both temporary and permanent injunctive relief without the necessity of posting a bond exceeding $1,000.00 or providing independent proof by it as to the inadequacy of legal remedies or the nature or extent of the irreparable harm suffered by it. The right of the Company to such relief shall not be construed to prevent it from pursuing, either constructively or concurrently, all other legal or equitable remedies available to it for such breach or threatened breach, including the recovery of monetary damages. Without limiting the generality of relief that may be sought by the Company, the Company shall not be required to pay any unpaid portion of the severance payments and separation benefits otherwise payable under this Agreement as of the date of the breach or threatened breach of the obligations set forth in the preceding Section or the restrictive covenants contained in any Equity Agreement or other surviving agreement. At the election of the Company, ▇▇▇▇▇▇▇▇▇ may also be required to repay the severance payments that have previously been paid to ▇▇▇▇▇▇▇▇▇ beyond $500.00 in the event of such breach or threatened breach. Any such forfeiture and/or repayment of severance payments and separation benefits shall in no way impair ▇▇▇▇▇▇▇▇▇’▇ obligations to comply with this Agreement, the effectiveness of the Release, or the Company’s right to injunctive relief and damages for the breach.
(f)The Parties intend for all provisions of the foregoing restrictive covenants to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any restrictive covenant is too broad or adjudicated to be invalid or unenforceable, the Parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable and to effectuate as nearly as possible the intentions and agreement of the Parties. Further, if a court or other authorized authority determines that ▇▇▇▇▇▇▇▇▇ has violated the provisions of subsections (a) and (b) of the preceding Section, then the time period contained in those subsections shall be extended by the period ▇▇▇▇▇▇▇▇▇ was in violation.
7 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(g)In any action or claim brought by ▇▇▇▇▇▇▇▇▇ or in any action or claim brought against ▇▇▇▇▇▇▇▇▇ involving the provisions of this Section, ▇▇▇▇▇▇▇▇▇ hereby waives any claim or defense that the above restrictive covenants are unenforceable, void or voidable or should be voided or held unenforceable, for any reason, including, but not limited to fraud, misrepresentation, illegality, unenforceable restraint of trade, failure of consideration, illusory contract, mistake, or any other substantive legal defense.
(h)The Parties agree that if there is any conflict between the provisions of this Agreement and the restrictive covenants contained in any Equity Agreement (or any other surviving agreement or portion thereof), the most stringent provisions and broadest definitions shall control over less restrictive provisions or definitions to the full extent permitted by law. The Parties further agree that ▇▇▇▇▇▇▇▇▇’▇ obligations set forth in this Section are in addition to any restrictive covenants contained in any Equity Agreement or other surviving agreement (or portion thereof).
11.Return of Company Property. ▇▇▇▇▇▇▇▇▇ shall immediately return all Company property (e.g., vehicles, company identification, keys, access cards, passwords, credit cards, cell phones, laptops, files, documents, e-mails, notes, and computer equipment), and all Confidential Information that ▇▇▇▇▇▇▇▇▇ has in her possession or control. By execution of this Agreement, ▇▇▇▇▇▇▇▇▇ agrees that she has not made or retained and shall not make or retain any embodiment, copy or extract of any Confidential Information. ▇▇▇▇▇▇▇▇▇ understands and agrees that she will not be entitled to the consideration described in this Agreement until she returns all Company property, even if she executes this Agreement and does not revoke it.
12.Confidentiality of Agreement. Except as allowed in this Agreement, ▇▇▇▇▇▇▇▇▇ agrees that this Agreement is strictly confidential and she will not reveal or allow anyone else to reveal the terms of this Agreement (including the amount of the Severance Payment) to anyone, provided that nothing shall prevent ▇▇▇▇▇▇▇▇▇ from disclosing the terms of this Agreement to her spouse, legal or financial advisors, as required by law, or as specifically authorized by the Company in writing, subject to their agreement to keep such information confidential. If ▇▇▇▇▇▇▇▇▇ is required by law to disclose this Agreement or the terms of this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to provide advance notice to the Company prior to any such disclosures.
13.Entire Agreement. This Agreement (including the addendums and exhibits), the Equity Agreements (including the Plan as incorporated therein), and the restrictive covenants (including covenants related to intellectual property) and related obligations contained in any other agreement between ▇▇▇▇▇▇▇▇▇ and Company, constitute the entire agreement of the Parties with respect to the subject matter hereof, and supersede all prior agreements, understandings, representations, negotiations, discussions or arrangements, either oral or written, with the Company regarding matters addressed herein. For the avoidance of doubt, all of (i) the post-termination restrictive covenants contained in any Equity Agreement (including the Plan as incorporated therein), and (ii) the post-termination restrictive covenants contained in any Employment Agreement, Non-Compete Agreement, Confidentiality Agreement, Retention Agreement, or in any other agreement between ▇▇▇▇▇▇▇▇▇ and Company, are hereby reaffirmed and shall remain binding on ▇▇▇▇▇▇▇▇▇ and in full force and effect according to their terms following execution of this Agreement. None of the Parties have relied on any statements or representations that have been made by any other Party that are not set forth in this Agreement, and no Party is entitled to rely on any representation, agreement or obligation to disclose information that is not expressly stated in this Agreement.
14.Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions or the conflict of laws provisions of any other jurisdiction which would cause the application of any law other than that of the State of North Carolina.
15.Severability. If any part of this Agreement is found to be invalid or unenforceable, the other portions shall remain valid and enforceable and in full force and effect; however, if any or all of the above release provision is declared invalid or unenforceable, ▇▇▇▇▇▇▇▇▇ agrees that she will promptly execute a valid release and waiver in favor of the Released Parties.
16.Modifications and Amendments. This Agreement may not be modified or amended except by an instrument in writing signed by ▇▇▇▇▇▇▇▇▇ and an authorized representative of the Company. ▇▇▇▇▇▇▇▇▇ understands and agrees that any changes the Parties may make to this Agreement, whether material or immaterial, will not restart the time to consider this Agreement.
8 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
17.Dispute Resolution. If there is a dispute arising out of or related to this Agreement, and if the dispute cannot be settled through direct discussions, the aggrieved party shall by written notice demand that the dispute be submitted to non-binding mediation before any action is filed in a court or arbitral forum. ▇▇▇▇▇▇▇▇▇ and the Company hereby agree to endeavor to settle the dispute in an amicable manner by participating in non-binding mediation held in Houston, Harris County, Texas or ▇▇▇▇, Wake County, North Carolina or such other location as agreed by the Parties, before a mediator jointly selected by the Parties, before either party seeks recourse in court or an arbitral forum. The Parties agree to make a good faith attempt to resolve the dispute through mediation within thirty (30) days after the written demand for mediation is received by the non-aggrieved party. The cost of mediation shall be split equally between the Parties and each party shall bear its own costs and attorneys’ fees related to the mediation. This provision in no way restricts the right of the Company to immediately seek the enforcement of any of the restrictive covenants contained in this Agreement or any other surviving agreement in order to protect the Company from immediate and irreparable harm to the fullest extent allowed by law.
18.Mandatory Venue. The Parties consent to personal jurisdiction in the States of Texas and North Carolina and agree that the exclusive, mandatory venue for any disputes, lawsuits, actions and/or proceedings arising from or related in any way to this Agreement or ▇▇▇▇▇▇▇▇▇’▇ employment are in the state and/or federal courts in Houston, Harris County, Texas or Cary, Wake County, North Carolina.
19.Section 409A.
(a)If ▇▇▇▇▇▇▇▇▇ is deemed to be a “Specified Employee” at the time of “Separation from Service,” as such terms are defined in Section 409A of the United States Tax Code (“Code”), and if any portion of the Separation Benefits are subject to Section 409A, the character and timing of any separation payments shall be determined pursuant to this sub-section. If ▇▇▇▇▇▇▇▇▇ is deemed to be a Specified Employee at the time of the Separation from Service, then to the extent delayed commencement of any portion of the benefits to which ▇▇▇▇▇▇▇▇▇ is entitled under this Agreement is required in order to avoid a prohibited payment under the Code, such portion of ▇▇▇▇▇▇▇▇▇’▇ separation benefits shall not be provided to ▇▇▇▇▇▇▇▇▇ prior to the earlier of (i) the date that is six months after ▇▇▇▇▇▇▇▇▇’▇ termination, (ii) the date of ▇▇▇▇▇▇▇▇▇’▇ death, or (iii) one or more dates that otherwise comply with the requirements of Section 409A. For purposes of Section 409A of the Code, each payment that ▇▇▇▇▇▇▇▇▇ may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.
(b)This Agreement is intended to comply with Section 409A of the United States Tax Code and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. It is the intent of the Parties that the provisions of this Agreement avoid the imposition of the excise tax under Section 409A, therefore, the Company, in its discretion, may amend this Agreement to the extent necessary to avoid or minimize the excise tax under Section 409A and no action taken to comply with Section 409A shall be deemed to adversely affect ▇▇▇▇▇▇▇▇▇’▇ rights under this Agreement. However, in no event shall the Company be liable for any taxes, interest, or penalties imposed on ▇▇▇▇▇▇▇▇▇ pursuant to or by reason of Section 409A. For purposes of Section 409A if it applies, ▇▇▇▇▇▇▇▇▇ shall be responsible for proposing a payment schedule compliant with Section 409A to which both Parties must agree, such agreement not to be unreasonably withheld.
20.Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.
21.Inadmissibility of Agreement. Neither this Agreement, nor any of its terms, nor any document, statement, proceeding or conduct related to this Agreement, nor any reports or accounts thereof, shall be construed as, offered or admitted in evidence as, received as, or deemed to be evidence for any purpose adverse to the Parties, including, without limitation, evidence of a presumption, concession, or admission by any of the Parties of any liability, fault, wrongdoing, omission, or damage.
22.Notices. Except as otherwise stated herein, for purposes of this Agreement, all notices or other communications hereunder shall be in writing (including email) and shall be effective on receipt and given in person and/or by United States Certified Mail, return receipt requested, postage prepaid, addressed as follows:
9 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
To the Company:
Attn: Chief Human Resources Officer
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Cary, NC 27513
To ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇:
At her address most recently contained in the Company’s records
Either Party may designate a different address by providing written notice to the other Party.
23.Counterparts and Titles. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. The titles and headings preceding the text of the sections and subsections of this Agreement (including Exhibits) have been inserted solely for convenience of reference and do not constitute a part of this Agreement or affect its meaning, interpretation or effect.
24.Non-Alienation. Pritchett shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts due or payable under this Agreement, including but not limited to the Severance Payment, and no payments or benefits due hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law. So long as ▇▇▇▇▇▇▇▇▇ lives, no person, other than the Parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof, except as expressly provided herein.
25.Third Party Beneficiaries. Each of the Releasees who are not signatories to this Agreement are hereby agreed to be third party beneficiaries of this Agreement and shall be entitled to all rights, benefits, and protections of this Agreement, and shall further be entitled to enforce this Agreement and each of its terms. This Agreement shall be binding on the Parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs, and assigns.
26.Miscellaneous. Nothing in this Agreement restricts ▇▇▇▇▇▇▇▇▇ from communications with or full cooperation in the investigations of any governmental agency, including the EEOC, NLRB, and SEC, on matters within their jurisdiction or from cooperating with the Company in any internal investigation. However, as stated above, this Agreement does prohibit ▇▇▇▇▇▇▇▇▇ from recovering any relief, including monetary relief, as a result of such activities (including any settlement related to such filing).
27.California Residents/Workers Only. ▇▇▇▇▇▇▇▇▇ understands and agrees that if she is a California resident or worked for the Company in California at any time, the additional terms and conditions contained in the attached California Addendum shall form a part of this Agreement. By ▇▇▇▇▇▇▇▇▇’▇ signature below, she is also agreeing to those terms and conditions.
[Remainder of Page Intentionally Blank]
10 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
EACH SIGNATORY TO THIS AGREEMENT HAS ENTERED INTO THIS SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS KNOWINGLY, VOLUNTARILY, FREELY AND WITHOUT DURESS. EACH SIGNATORY AGREES THAT THEY HAVE FULLY READ AND UNDERSTAND THIS AGREEMENT (INCLUDING EXHIBITS) AND HAVE HAD A FULL AND FAIR OPPORTUNITY TO ASK ANY QUESTIONS THEY HAVE ABOUT THE AGREEMENT.
EMPLOYEE: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 7/01/2024
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Signature Date
CORNERSTONE BUILDING BRANDS, INC. AND ITS SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES (INCLUDING THE ENTITIES KNOWN AS NCI GROUP, INC., NCI BUILDING SYSTEMS, INC., PLY GEM INDUSTRIES, INC., AND EMPLOYEE’S HIRING ENTITY)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Legal Officer
Date: 7/9/2024
11 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CALIFORNIA ADDENDUM TO AGREEMENT
Additional Terms and Conditions
The following constitute additional terms and conditions applicable to all persons who resided in California and/or or worked for the Company in California at any time during employment. These terms and conditions constitute part of the Agreement and shall be binding on all persons who resided in California and/or or worked for the Company in California at any time during employment, and who choose to sign the Agreement.
1.Waiver of Unknown Claims. ▇▇▇▇▇▇▇▇▇ expressly waives any and all rights under Section 1542 of the Civil Code of the State of California, and any like provision or principle of common law in any foreign jurisdiction. Section 1542 provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Notwithstanding the provisions of Section 1542, for the purpose of implementing a full and complete release and discharge, ▇▇▇▇▇▇▇▇▇ expressly acknowledges that this Agreement is intended to include in its effect, without limitation, claims and causes of action which ▇▇▇▇▇▇▇▇▇ does not know of or suspect to exist in ▇▇▇▇▇▇▇▇▇’▇ favor at the time of execution of this Agreement and that this Agreement contemplates extinguishment of all such claims and causes of action. With full awareness and understanding of the above provisions, ▇▇▇▇▇▇▇▇▇ hereby waives any rights she may have under Section 1542, as well as under any other statutes or common law principles of similar effect and expressly releases the Company and Releasees from claims which ▇▇▇▇▇▇▇▇▇ does not presently know or suspect to exist at this time.
2.Survival of Arbitration Agreements. ▇▇▇▇▇▇▇▇▇ understands and agrees that any arbitration agreement signed during ▇▇▇▇▇▇▇▇▇’▇ employment with the Company shall survive execution of the Agreement and shall remain in full force and effect and binding on ▇▇▇▇▇▇▇▇▇ according to its terms following ▇▇▇▇▇▇▇▇▇’▇ employment separation and execution of the Agreement. To the extent there is any conflict between the subject matter of the arbitration agreement and the subject matter of the Agreement, the arbitration agreement that ▇▇▇▇▇▇▇▇▇ signed shall control and supersede any conflicting provisions related to arbitration.
12 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
EQUITY AND EQUITY AWARDS
EXHIBIT A
| Equity Type | Grant/Issue Date | Vesting Date | Treatment | Approximate Value | ||||||||||
| Incentive Unit Dividend Payment | January 23, 2024 | July 25, 2024 | Remain eligible to vest subject to continued availability to provide consulting and transition services during the Transition Period | $235,656 | ||||||||||
| Class A-2 Units | October 7, 2022 | N/A | Subject to repurchase by Ultimate following the Transition Period in accordance with the terms of the Equity Agreements | $50,000 | ||||||||||
Equity Compensation Forfeited
| Equity Type | Grant Date | Vesting Date | Terms | Approximate Value | ||||||||||
| Incentive Units (Class B Units) | October 7, 2022 | 20% annually on July 25 (9,000 have vested) | Vested and unvested forfeit (as Incentive Units currently have no net value) | $0 (total initial grant of 45,000 Profit Units) | ||||||||||
| Incentive Unit Dividend Payments | January 23, 2024 | July 25, 2025 July 25, 2026 July 25, 2027 | Forfeit | $706,968.15 | ||||||||||
13 SEPARATION AGREEMENT FOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇