Transition Agreement and General Release (“Agreement”) We Work Management LLC (the “Company”) and Jared DeMatteis, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “you” or “your”),...
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Transition Agreement and General Release (“Agreement”) We Work Management LLC (the “Company”) and Xxxxx XxXxxxxxx, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “you” or “your”), agree that: 1. Resignation & Transition Period. Subject to the terms of this Agreement, the Company agrees to accept your resignation effective February 28, 2023, or a later date mutually agreed by you and the Company but in no event later than June 30, 2023 (the “Work-Through Date”). You agree that your employment with the Company will end on the earlier of: (a) the Work-Through Date; (b) the date on which you accelerate your resignation from the Company for any reason; or (c) the date on which your employment is terminated by the Company for “Cause” (as such term is defined in your Employment Agreement, executed by you on January 29, 2021 (the “Employment Agreement”)) (the earlier of (a), (b), or (c), the “Separation Date”). For the avoidance of doubt, if your Separation Date occurs for any of reasons (b) or (c) in the immediately preceding sentence, you shall not be entitled to receive any payments or benefits pursuant to paragraph 4 below. You agree that you will assist the Company with the transition of your job duties and responsibilities for the period of time between the date of this Agreement and the Separation Date (such period, the “Transition Period”) as directed by Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, and/or Xxxxx Xxxxxxxx and/or their delegate(s). During the entirety of the Transition Period, you will continue to: (i) receive your regular base salary in accordance with customary payroll practices; (ii) be eligible to participate in the Company’s employee benefits plans, subject to the terms and conditions of such plans (provided, however, you shall not participate in any profit sharing or bonus arrangements unless otherwise specified in this Agreement); and (iii) vest in any outstanding equity awards. You acknowledge and understand that nothing in this Agreement alters the at-will nature of your employment during the Transition Period. For the avoidance of doubt, if your Separation Date and the end of the Transition Period is accelerated to a date earlier than the Work-Through Date due to your resignation or termination for Cause, you shall not be entitled to receive any further payments, or participate further in any benefit plans, or vest in any equity awards after the Separation Date or receive the transition payments and benefits pursuant to paragraph 4 below. 2. Transition from Officer Role. On February 21, 2023 (or, if earlier, the Separation Date), you will be deemed to have resigned from your positions as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary and, for the remainder of the Transition Period (if any), will serve in the role of Special Counsel. You agree to sign any documents necessary to effectuate your resignation as an officer of the Company and any of its affiliates. You acknowledge and agree that neither the tendering of this Agreement nor the transition described in paragraphs 1 or 2 taking effect constitute Good Reason as defined under your Employment Agreement. 3. Outplacement Assistance. Provided that you: (i) satisfy the terms of paragraphs 1 and 2; (ii) you timely execute this Agreement; and (iii) otherwise comply with the terms of this Agreement, the Company will provide you outplacement assistance for three (3) months. This outplacement assistance will become immediately available to you once you sign this Agreement and the Agreement becomes effective in accordance with its terms. However, if such assistance is declined, no cash payment will be made in lieu of such assistance. DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 4 current and former owners, representatives, agents, officers, shareholders, partners, members, employees, directors and agents thereof, both individually and in their business capacities, attorneys, subscribers, subsidiaries, affiliates (including, but not limited, to WeWork Companies LLC and WeWork Inc.), predecessors, successors and assigns, and the Company’s employee benefit plans and programs and their administrators and fiduciaries (collectively, the “Releasees”), whether known or not known, asserted or unasserted, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to the date that you sign this Agreement (collectively, the “Released Claims”) including, but not limited to, claims under any employment laws (including, but not limited to, claims of unlawful discharge), breach of contract (including, but not limited to, breach of any Award Documents), breach of the covenant of good faith and fair dealing, all tort claims (including, but not limited to, claims for fraud, violation of public policy, defamation, physical injury or emotional distress), claims for compensation or benefits arising out of your employment or your separation of employment (including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, or stock options, restricted stock units, profits interests or other ownership interests in the Company or any of its affiliates); except, if you are a California employee, this wage release of wage claims is limited to disputed wages; claims under any federal, state or local law, rule, regulation or ordinance, and any contract, tort, constitutional or common law claim, including, without limitation any claims or actions under the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Occupational Safety and Health Act of 1970; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; Sections 1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Americans with Disabilities Act Amendments Act; the Family and Medical Leave Act of 1993; the Worker Adjustment and Retraining Notification Act of 1989; the Uniformed Services Employment and Reemployment Rights Act of 1994; the Fair Credit Reporting Act; the Genetic Information Nondiscrimination Act of 2008, in each case, including all amendments to the foregoing; and any claims or rights arising under the state statutes, laws, and/or regulations identified in Attachment 1 of this Agreement. b. Nothing in this Agreement constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this Agreement; (vi) any claim or right you may have under this Agreement; or (vii) any claim that is not otherwise waivable under applicable law. c. You hereby represent and warrant that you are not aware of any claims you have or might have against any of the Releasees that are not included in the Released Claims. Moreover, you acknowledge that you have not made any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment or sexual assault or abuse. To the fullest extent permitted by law, any dispute DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 8 information prohibited from disclosure under this Agreement, you shall immediately notify the Company’s Chief Legal Officer by email or by overnight mail at We Work Management LLC, 00 Xxxxxxxxxxx Xxxxx, Xxxxx 00, Xxx Xxxx, XX 00000, Attn: Chief Legal Officer, of such service and of the content of any testimony or information to be provided pursuant to such order or process and will cooperate with the Company if the Company shall contest or seek to quash such order or other legal process. 19. Attorneys’ Fees: If any challenge is brought to enforce the terms of paragraphs 11, 13, 14, or 17 of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled, as may be permitted by law. 20. Complete Agreement: This Agreement (and its Attachments) sets forth the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter, between you and the Company, except for your Indemnity Agreement (dated October 21, 2021 between you and WeWork Inc.), Restrictive Covenants Agreement, Award Documents, and WeWork’s Employee Dispute Resolution Program, which are incorporated herein by reference and remain in full force and effect, except as otherwise specifically provided herein. You acknowledge that neither the Company nor the Releasees or their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion. 21. Severability: The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release and the waiver of claims set forth above shall otherwise remain effective to release any and all other Released Claims. 22. Modification; Counterparts; Facsimile/PDF Signatures: It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by you and an authorized representative of the Company. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be admissible in any legal proceeding as if an original. 23. Review of Separation Agreement: You acknowledge that: a. you have been provided at least fourteen (14) calendar days to review and consider this Agreement (and its Attachments) and, if you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the fourteen (14) day consideration period has expired; b. you agree that changes to the Company’s offer contained in this Agreement, whether material or immaterial, will not re-start the fourteen (14) day consideration period provided for above; DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 10 [signature page follows] DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 11 You acknowledge that you have carefully read and understand the entire terms of this Agreement (and all Attachments); that you know and understand the legally binding effect of this Agreement and have been advised to review this Agreement and its Attachments with an attorney of your choice prior to executing this Agreement (and you have done so, or knowingly and voluntarily chosen not to); and that you voluntarily and knowingly agree to the terms of this Agreement. If you agree to abide by the terms outlined in this Agreement, please sign this Agreement below and also sign the attached copy and return via Docusign or to xxxxxxxxxxxxxx@xxxxxx.xxx. I wish you the best in your future endeavors. WE WORK MANAGEMENT LLC By: __________________________ Xxxxx XxXxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief People Officer Date:________________________ Date: February 15, 2023 DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6 February 19, 2023
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February 15, 2023 Page 13 ATTACHMENT 2 GENERAL RELEASE AND WAIVER OF CLAIMS (This Attachment 2 must be signed on, but not before, your Separation Date) In exchange for the payments, benefits, and other consideration provided by We Work Management LLC as set forth in the Transition Agreement and General Release (the “Agreement”), which you hereby acknowledge and agree are just and sufficient consideration for the waivers, releases and commitments set forth herein, you hereby knowingly and voluntarily release and waive any claims you may have against the Company and its current and former owners, representatives, agents, officers, shareholders, partners, members, employees, directors and agents thereof, both individually and in their business capacities, attorneys, subscribers, subsidiaries, affiliates (including, but not limited, to WeWork Companies LLC and WeWork Inc. (formerly known as The We Company)), predecessors, successors and assigns, and the Company’s employee benefit plans and programs and their administrators and fiduciaries (collectively, the “Releasees”), whether known or not known, asserted or unasserted, that arise out of or are in any way related to events, acts, conduct or omissions occurring prior to the date that you sign this Attachment 2 (collectively, the “Released Claims”). The Released Claims include, but are not limited to, claims under any employment laws (including, but not limited to, claims of unlawful discharge), breach of contract (including, but not limited to, breach of the Award Documents (as defined in the Agreement)), breach of the covenant of good faith and fair dealing, all tort claims (including, but not limited to, claims for fraud, violation of public policy, defamation, physical injury or emotional distress), claims for compensation or benefits arising out of your employment or your separation of employment (including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, or stock options, profits interests, restricted stock units or other ownership interests in the Company or any of its affiliates); except, if you are a California employee, this wage release of wage claims is limited to disputed wages; claims under any federal, state or local law, rule, regulation or ordinance, and any contract, tort, constitutional or common law claim, including, without limitation any claims or actions under the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Occupational Safety and Health Act of 1970; the Employee Retirement Income Security Act of 1974; the Rehabilitation Act of 1973; Sections 1981 through 1988 of Title 42 of the United States Code; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; the Americans with Disabilities Act Amendments Act; the Family and Medical Leave Act of 1993; the Age Discrimination in Employment Act of 1967 (“ADEA”) (including the Older Workers Benefit Protection Act (“OWBPA”)); the Worker Adjustment and Retraining Notification Act of 1989; the Uniformed Services Employment and Reemployment Rights Act of 1994; the Fair Credit Reporting Act; the Genetic Information Nondiscrimination Act of 2008, in each case, including all amendments to the foregoing; and any claims or rights arising under the state statutes, laws, and/or regulations identified in Attachment 2 to the Agreement. You hereby represent and warrant that you are not aware of any claims you have or might have against any of the Releasees that are not included in the Released Claims. Moreover, you acknowledge that you have not made any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment or sexual assault or abuse. To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be resolved through WeWork’s Employee Dispute Resolution Program. DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 14 In addition, you also agree to waive any right to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Releasees to the fullest extent permitted by law. You agree that you may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a class action, collective action, or representative action. You further agree that if you are included within a class action, collective action, or representative action, you will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be. You are not waiving any right to challenge the validity of this paragraph on any grounds that may exist in law and equity. However, the Company and the Releasees reserve the right to attempt to enforce this Attachment 2, including this paragraph, in any appropriate forum. You also understand and acknowledge that you have received all amounts due from the Company relating to your employment with the Company, including but not limited to, all wages earned, sick pay, personal leave pay, vacation pay, and/or overtime pay. Further, by executing this Attachment 2, you acknowledge that you have accurately reported to the Company the daily or weekly hours you worked for the Company to the extent that Company policy required you to do so; that the Company has paid you all salary, wages, and other compensation it owes you; and that you had the opportunity prior to signing this Agreement to raise to the Company any concerns or complaints about these or any other matters regarding your employment, compensation and/or affiliation with the Company and have done so. You further acknowledge that the salary you received was intended to and did pay you for all of the hours you worked. Other than as expressly agreed to in the Agreement, you acknowledge that the Company does not owe you any other amounts. Nothing in this Attachment 2 constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this Attachment 2; (vi) any claim or right you may have under this Attachment 2; or (vii) any claim that is not otherwise waivable under applicable law. By signing this Attachment 2, you understand and acknowledge that: . you have been provided at least twenty-one (21) calendar days to review and consider this Attachment 2 and, if you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period has expired (which must be executed on, but not before, the Separation Date); . you agree that changes to the Company’s offer contained in this Attachment 2, whether material or immaterial, will not re-start the twenty-one (21) day consideration period provided for above; . you may revoke this Attachment 2 within seven (7) calendar days of signing this document by giving written notice to We Work Management LLC, 00 Xxxxxxxxxxx Xxxxx, Xxxxx 00, Xxx Xxxx, XX 00000, Attn: Chief Legal Officer. Any revocation must be submitted in writing, and state: “I hereby revoke my acceptance of our agreement” or words to that effect. The revocation must be personally delivered to the Chief Legal Officer or the Chief Legal Officer’s designee, or mailed to the Chief Legal Officer and postmarked within seven (7) calendar days after you sign this Attachment 2; DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6
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February 15, 2023 Page 15 . the Company advises you to consult with an attorney of your choice prior to signing this Attachment 2; . you fully understand the significance of all of the terms and conditions of this Attachment 2; and . you are signing this Attachment 2 voluntarily and of your own free will and agree to all of the terms and conditions contained in it. You understand and acknowledge that the transition benefits set forth in paragraph 4 of the Agreement will not be provided to you until you have executed the Agreement and this Attachment 2. This Attachment 2 incorporates by reference, as if set forth fully herein, all terms and conditions of the Agreement between you and the Company, including the recitation of consideration provided by the Company. By signing this Attachment 2, you waive, release and forever discharge any and all claims that may have arisen through the date of your execution of this Attachment 2. UNDERSTOOD, AGREED TO AND ACCEPTED WITH THE INTENTION TO BE LEGALLY BOUND: __________________________________ Employee Signature __________________________________ Xxxxx XxXxxxxxx Date: ____________________________ DocuSign Envelope ID: 45D24055-EB01-44FF-B409-E1D35424D9B6