CIVITAS SOLUTIONS, INC.

Exhibit 10.1

August 15, 2018

Xxxxx X. Xxxxxxxx

Re:

Retirement Letter Agreement and Release

Dear Xxxxx:

This letter agreement (this “Letter Agreement”) will confirm our understanding with you regarding your retirement from Civitas Solutions, Inc. and its direct and indirect subsidiaries (collectively, the “Company”).

1. Retirement. Your last day of work with the Company and your retirement date will be September 30, 2018 (your “Retirement Date”). You will resign as President, Redwood Operating Group, and you will execute such additional documents as requested by the Company to evidence the foregoing. Your Retirement Date will be the termination date of your employment for purposes of active participation in and coverage under all benefit plans and programs sponsored by or through the Company or its affiliates and will be a “Separation from Service” within the meaning of Treas. Reg. §409A-1(h). Prior to the Retirement Date, your employment shall continue to be governed in all respects by that certain Employment Agreement by and between you and the Company dated September 17, 2014 (the “Employment Agreement”). In the event that you do not remain employed with the Company through the Retirement Date, the termination of your employment shall be governed exclusively by the Employment Agreement and not this Letter Agreement, and this Letter Agreement shall have no further force or effect.

2. Retirement Benefits. In consideration for your execution of a general release of claims as provided in paragraph 7 hereof, your continued compliance with your post-termination obligations under the Employment Agreement, and the other promises contained herein, following your Retirement Date, you will receive the severance benefits described in Section 6(b) of the Employment Agreement in accordance with all of the terms and conditions thereof. For purposes of clarity, you are a “Specified Employee” (as defined under Section 409A of the US Internal Revenue Code) and accordingly the severance benefits described in Section 6(b) of the Employment Agreement may be delayed in accordance with the requirements of Section 409A of the US Internal Revenue Code.

3. No Other Compensation or Benefits. As of the Retirement Date, all salary payments (except for any salary payment for accrued vacation or expense reimbursement remaining unpaid for the period through the Retirement Date) will stop. You acknowledge that other than as expressly set forth herein, the Company will not, and has no obligation to, make any additional or future contributions to your account maintained pursuant to the terms of the Executive Deferred Compensation Plan. You acknowledge that, except as expressly provided in this Letter Agreement or as otherwise required by applicable law, you will not receive any additional compensation, severance or other benefits of any kind following the Retirement Date.

4. Registration Rights Agreement. As of January 1, 2019, you will no longer be covered by and subject to the rights and obligations of that certain First Amended and Restated Registration Rights Agreement dated as of October 1, 2015 between the Company, Vestar Capital Partners V, L.P. and the other parties listed therein (the “Registration Rights Agreement”).

5. Equity Treatment. You acknowledge and agree that the awards granted to you under the Company’s 2014 Omnibus Incentive Plan (the “Plan”) that currently remain outstanding and subject to awards and are scheduled to vest prior to December 31, 2018 are the following:


Grant Date	Vest Date(s)	Type of Award	# of shares that remain subject to the Award

January 13, 2016	12/3/18	Time-Based RSU	1,594

January 13, 2016	12/3/18	NQSO	2,172

December 9, 2016	12/6/18	Time-Based RSU	2,346

December 9, 2016	12/6/18	NQSO	3,054

December 8, 2017	12/8/18	Time-Based RSU	2,105

December 8, 2017	12/8/18	NQSO	2,886

Provided that you comply with the terms of this Agreement, you will continue to have the opportunity to vest in all outstanding time-based restricted stock units and non-qualified stock options under the Plan through December 31, 2018. Your Retirement Date shall not constitute a “Termination of Employment” for purposes of such awards, but such “Termination of Employment” will instead be December 31, 2018. With respect to your outstanding Non-qualified stock options under the Plan, and notwithstanding anything to the contrary in the applicable grant agreements, you shall have until January 30, 2019 to exercise the Non-qualified stock options granted on September 16, 2014 (the “2014 NQSO”) and until March 1, 2019 to exercise any other awards that are vested at such time; provided, however that in no event will any option be exercisable beyond the stated term of such option as provided in the applicable grant agreement. In addition, the vesting of performance restricted stock units issued to you shall vest according to the agreements governing the performance restricted stock units, and you will be entitled to any payment upon completion of the performance periods as set forth in the award agreements.

6. Release. Any and all amounts payable and benefits or additional rights contemplated by paragraph 2 and 5 hereof will only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company in the form attached on Exhibit A hereto. Such release must be executed and delivered (and no longer subject to revocation, if applicable) by you within sixty (60) days following the Retirement Date.

7. Restrictive Covenants; Survival. You hereby (a) reaffirm the rights and obligations under Sections 7 through 10 of the Employment Agreement, and (b) understand, acknowledge and agree that such rights and obligations will survive your retirement from the Company and remain in full force and effect in accordance with all of the terms and conditions thereof. While your obligations under Sections 7 through 10 of the Employment Agreement remain in force, you may request the written approval of the Board to serve as an officer, director, agent or employee of another business enterprise. Notwithstanding the restrictions set forth in Section 9 of the Employment Agreement, you may retain your current Company-issued laptop, a copy of your contacts database and copies of diaries, calendars and personal papers related to your terms and conditions of employment, participation in employee benefits, expense reimbursements and tax reporting and filing, provided, however that all Confidential Information is removed from any device prior to your Retirement Date.

8. Mutual Nondisparagement. You hereby agree not to make false, disparaging or defamatory statements in public or in private regarding the Company or its officers, directors, employees, shareholders, agents or products at any time following the Retirement Date. The Company hereby agrees that it will direct its executive officers and directors, while employed by the Company or serving as a director of the Company, not to make any false, disparaging or defamatory statements in public or in private about you or otherwise disparage you in any manner that is likely to be harmful to your business reputation. The foregoing will not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executive officers and directors will not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

9. Governing Law. This Letter Agreement will be governed by, and construed under and in accordance with, the internal laws of the Commonwealth of Massachusetts, without regard to the choice of law rules thereof.

10. Tax Matters. The Company may withhold from any and all amounts payable under this Letter Agreement such federal, state, local or foreign taxes as may be required to be withheld pursuant to any applicable law or regulation. The intent of the parties is that payments and benefits contemplated under this Letter Agreement either comply with, or be exempt from, the requirements of Internal Revenue Code Section 409A. To the extent that the payments and benefits contemplated by this Letter Agreement are not exempt from the requirements of Internal Revenue Code Section 409A, this Letter Agreement is intended to comply with the requirements of Internal Revenue Code Section 409A to the maximum extent possible, and shall be limited, construed and interpreted in accordance with such intent. You and the Company hereby agree that your retirement on the Retirement Date will constitute a “separation from service” within the meaning of Internal Revenue Code Section 409A.

11. Entire Agreement. Except as otherwise expressly provided herein, this Letter Agreement and the exhibit attached hereto constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede any and all prior agreements or understandings between you and the Company with respect to the subject matter hereof, whether written or oral (including, without limitation, the Employment Agreement). This Letter

Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, and their respective heirs, successors and assigns, provided that you may not assign your rights or obligations hereunder. This Letter Agreement may be amended or modified only by a written instrument executed by you and the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

If this Letter Agreement accurately reflects your understanding as to the terms and conditions of your retirement from the Company, please sign and date one copy of this Letter Agreement in the space provided below and return the same to me for the Company’s records.

Very truly yours,


		CIVITAS SOLUTIONS, INC.

By:		/s/ Xxxxx X. Xxxxxxxx

Name:		Xxxxx X. Xxxxxxxx

Title:		President and Chief Executive Officer


VESTAR CAPITAL PARTNERS V, LLP (with respect to Paragraph 4 only)

By:		/s/ Xxxxx Xxxxxx

Name:		Xxxxx Xxxxxx

Title:		Managing Director

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of my retirement from the Company, and I hereby confirm my agreement to the same.


Dated:	August 15,	2018	/s/ Xxxxx X. Xxxxxxxx
			Xxxxx X. Xxxxxxxx

Retirement Letter Agreement Signature Page

EXHIBIT A

GENERAL RELEASE BY XXXXX X. XXXXXXXX

I, Xxxxx X. Xxxxxxxx, in consideration of and subject to the performance by Civitas Solutions, Inc. (together with its subsidiaries, the “Company”), of its obligations under the Retirement Letter Agreement by and between the Company and me dated as of August , 2018 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under paragraph 2 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in paragraph 2 or 5 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive my retirement from the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act;

A-1

or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or any other claim arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my retirement from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to xxx or obtain equitable remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation reinstatement back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being require to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the severance or related benefits to which I am entitled under the Agreement (including without limitation the severance benefits described in Section 6(b) of the Employment Agreement by and between the Company and me dated September 17, 2014), (ii) any right to vested benefits under any Company-sponsored employee benefit plan in which I participated during my employment; (iii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents, (iv) my rights as an equity holder of the Company or its affiliates, or (v) any claims which by law cannot be waived in a private agreement between employer and employee including, but not limited to, the right to file a charge with, cooperate with or participate in an investigation conducted or overseen by a governmental agency such as the Securities and Exchange Commission, the Office of Inspector General or the Equal Employment Opportunity Commission (collectively, the “Excluded Claims”). Nothing in this Release is intended to prohibit or restrict your right to file a charge with, or participate in a charge by, the Equal Employment Opportunity Commission; provided, however, that you hereby waive the right to recover any monetary damages or other relief against any Released Parties. Nothing in this Release or paragraph 7 of the Agreement shall prohibit or restrict any party or their respective attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Release, or as required by law or legal process, including with respect to possible violations of law; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or

A-2

providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Xxxxxxxx-Xxxxx Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Release prohibits or restricts you, the Company, or any Released Parties from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Pursuant to 18 U.S.C. § 1833(b), you will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company or its subsidiaries or affiliates that (A) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to your attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order. Nothing in this Release is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied other than the Excluded Claims. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law.

7. Neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

8. I agree that if I violate this General Release by suing the Company or the other Released Parties related to any Claims, I will pay all reasonable costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

A-3

10. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

11. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO;

I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

A-4

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.


SIGNED:		DATED:
	Xxxxx X. Xxxxxxxx

A-5

Document Metadata

Table of Contents

CIVITAS SOLUTIONS, INC.

Document Metadata