EMPLOYMENT AGREEMENT
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is entered into by and among AMPLIFY ENERGY CORP., a Delaware corporation (“Parent”), AMPLIFY ENERGY SERVICES LLC, a Delaware limited liability company (the “Employer”, and, as the context requires, together with Parent, the “Company”), and Xxxxx Xxxx (the “Employee”), effective as of November 1, 2023 (the “Effective Date”), on the terms set forth herein. Parent, the Employer and Employee may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
WHEREAS, the Parties intend for the terms of this Agreement to govern the terms of the Employee’s employment with the Company as of the Effective Date and to replace and supersede any prior agreements, understandings, discussions or negotiations, whether written or oral, between the Parties relating to the subject matter hereof, including, without limitation, that certain employment agreement between Parent and the Employee, dated as of April 17, 2023 (the “Prior Agreement”). For the avoidance of doubt, prior to the Effective Date, the terms of the Prior Agreement shall continue to apply.
Accordingly, the Parties, intending to be legally bound, agree as follows:
1. | Position and Duties. |
appearance of a conflict of interest with the Company, or interfere, individually or in the aggregate, with the performance of the Employee’s obligations to the Company under this Agreement.
2. | Term of Employment. |
![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2001.jpg)
![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2001.jpg)
The term of the Employee’s employment by the Company under this Agreement (the “Employment Term”) will commence on the Effective Date and will continue until the Employee’s employment is terminated by any Party under Section 5. The date on which the Employee’s employment ends is referred to in this Agreement as the “Termination Date.” For the purpose of Sections 5 and 6 of this Agreement, the Termination Date shall be the date upon which the Employee incurs a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations issued thereunder (collectively, “Code Section 409A”).
3. | Compensation. |
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4. | Expenses and Other Benefits. |
5. | Termination of Employment. |
5.2 | Termination by the Company. |
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5.3 | Termination by the Employee. |
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(b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated, and (c) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which Termination Date will be not more than 30 days after the giving of such notice).
“Disability” means the earlier of (a) written determination by a physician selected by the Company and reasonably agreed to by the Employee that the Employee has been unable to perform substantially the Employee’s usual and customary duties under this Agreement for a period of at least 120 consecutive days or a non-consecutive period of 180 days during any 12- month period as a result of incapacity due to mental or physical illness or disease; and (b) “disability” as such term is defined in the Company’s applicable long-term disability insurance plan. At any time and from time to time, upon reasonable request therefor by the Company, the Employee will submit to reasonable medical examination for the purpose of determining the existence, nature and extent of any such disability. Any physician selected by Company shall be board certified in the appropriate field and shall have no actual or potential conflict of interest.
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The Employee’s entitlement to the amounts set forth in Section 6.l(b) and Section 6.l(c) is subject to the provisions of Section 6.6.
Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Company (including with respect to any accrued but unused paid time off in accordance with Company policy and applicable law) and any payments or benefits required to be made or provided under applicable law.
6.3 | By the Company for Cause or by the Employee without Good Reason. |
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(ii) any other amounts that may be reimbursable by the Employer to the Employee as expressly provided under this Agreement, in each case, payable in a lump sum within 30 days following the Termination Date. Thereafter, the Company will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Company (including with respect to any accrued but unused paid time off in accordance with Company policy and applicable law), and any payments or benefits required to be made or provided under applicable law. No bonus will be paid to the Employee for a termination of the Employee’s employment without Good Reason.
(b) | the Prior Year Bonus (if any); plus |
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(b) | the Prior Year Bonus (if any); plus |
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continuation coverage contemplated by this Section 6.5(f) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that the Employee obtains other employment that offers group health plan coverage, such continuation of coverage by the Company under this Section 6.5(f) shall cease as of the end of the month in which the Employee obtains such other employer-provided, group health plan coverage.
6.6 | Conditions to Receipt of Certain Post-Termination Payments and Benefits. |
6.5 from and after the date on which the Employee engages in such activities, and the Company will have no further obligations with respect to such payments or benefits, and the covenants in Section 7 will nevertheless continue in full force and effect.
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![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2001.jpg)
6.9 | Code Section 280G. Notwithstanding anything in this Agreement to the contrary: |
(i) above is less than the amount under clause (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment and excise taxes. Any reduction made pursuant to this Section 6.9(a) shall be made in a manner determined by the Company that is consistent with the requirements of Code Section 409A and that maximizes the Employee’s economic position and after-tax income; for the avoidance of doubt, the Employee shall not have any discretion in determining the manner in which the payments and benefits are reduced.
6.10 | Code Section 409A Compliance. |
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like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination to be a “specified employee” within the meaning under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 6.10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein.
(A) all expenses or other reimbursements hereunder will be made on or before the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee,
(B) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in- kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
7. | Restrictive Covenants. |
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strategies, and research products. The confidentiality obligations set forth in this Section 7.1 shall not apply to any information that becomes part of the public domain other than through the Employee’s disclosure in violation of the terms hereof. Nothing herein shall be construed as prohibiting the Employee from using or disclosing such confidential information as is necessary and has been authorized in Employee’s proper performance of services for the Company Group.
![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2004.jpg)
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others in doing so, and cooperate in any investigative process with the National Labor Relations Board; or (v) testify, assist or participate in an investigation, hearing, or proceeding conducted by any governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, the Employee may disclose confidential information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company and is not required to notify the Company of any such reports, disclosures or conduct.
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aggregate amount owned by the Employee and Employee’s spouse and children, if any, does not exceed 1% of such company’s outstanding securities, and (ii) the aggregate amount invested in such investments by the Employee and Employee’s spouse and children does not exceed
$1,000,000.
7.5 | Non-Solicitation; Non-Interference. |
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7.7 | Assignment of Developments. |
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the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventio ns. To the extent that the Employee has any rights in the results and proceeds of the Employee’s service to the Company that cannot be assigned in the manner described herein, the Employee agrees to unconditionally waive the enforcement of such rights. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.
![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2005.jpg)
7.11 | Forfeiture Provision. |
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that the Employee engaged in that activity. In the event of any such rescission, the Employee will pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery (after deducting the Employee’s actual income tax liability incurred with respect to such gain or payment), in such manner and on such terms and condition as may be required. Notwithstanding any provision of this Agreement to the contrary, if the Employee disputes whether Employee has violated any covenant or restriction contained in Section 7, and such dispute has been adjudicated to a final decision pursuant to Section 8.5 in the Employee’s favor, the Company will pay to the Employee all amounts withheld or clawed back pursuant to this Section 7.11 to the extent ordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Employee within 60 days after being notified of the Company’s decision affecting the Employee under this Section 7.11.
8. | Miscellaneous. |
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![Graphic](https://www.sec.gov/Archives/edgar/data/1533924/000155837023017767/ampy-20230930xex10d2006.jpg)
otherwise, the terms of the award agreement shall govern. No agreement or representation, oral or otherwise, express or implied, with respect to the subject matter of this Agreement, has been made by any Party which is not set forth expressly in this Agreement or the other documents referenced in this Section 8.3.
8.5 | Consent to Jurisdiction; Service of Process; Waiver of Right to Jury Trial. |
To the Company:
AMPLIFY ENERGY CORP.
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Attn: General Counsel
000 Xxxxxx Xxxxxx, Xxxxx 0000
Houston, TX 77002
Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx
To the Employee:
At the address reflected in the Company’s written records.
Addresses may be changed by written notice sent to the other Party at the last recorded address of that Party.
8.11 | Construction. As used in this Agreement, unless the context otherwise requires: |
(a) the terms defined herein will have the meanings set forth herein for all purposes; (b) references to “Section” are to a section hereof; (c) “include,” “includes” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import; (d) “writing,” “written” and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; (e) “hereof,” “herein,” “hereunder” and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof or attachment hereto; (f) references to any gender include references to all genders; and (g) references to any agreement or other instrument or statute or regulation are referred to as amended or supplemented from time to time (and, in the case of a statute or regulation, to any successor provision).
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[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
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| By: /s/ Xxxxxx Xxxxxxxx |
| Name: Xxxxxx Xxxxxxxx |
| Title: President and Chief Executive Officer |
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| AMPLIFY ENERGY SERVICES LLC |
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| By: /s/ Xxxxxx Xxxxxxxx |
| Name: Xxxxxx Xxxxxxxx |
| Title: President and Chief Executive Officer |
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| EMPLOYEE |
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| /s/ Xxxxx Xxxx |
| Xxxxx Xxxx |
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Exhibit A Release of Claims
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Release of Claims
Reference is hereby made to that certain Employment Agreement, effective as of [ ], 20[ ], by and between Amplify Energy Corp. (the “Parent”), Amplify Energy Services LLC (the “Employer”, and, as the context requires, together with Parent, the “Company”), and [NAME] (the “Employment Agreement”). I, [NAME], and the Company are entering into this general release of claims (this “General Release”) made as of the Effective Date (as defined below) in connection with my separation from employment with the Company as provided herein. Accordingly, I hereby agree as follows:
1. | I agree that my employment with the Company shall end effective [ ], 20[ ] (the “Separation Date”). As of the Separation Date, I shall no longer be an employee of (or hold any other positions with) the Company. I agree not to hold myself out as a partner, member, director, officer or employee of, or as otherwise affiliated with, the Company (including on social media) after the Separation Date. In signing this General Release, I also acknowledge and represent that I have received all payments and benefits that I am otherwise entitled to receive (as of the date hereof) by virtue of my employment with the Company, including pay for all work I have performed for the Company through the date hereof (to the extent not previously paid) and pay, at my final base rate of pay, for any vacation time I earned but have not used as of the date hereof. |
2. | Provided that I (i) execute this General Release within 21 days of receipt, (ii) do not revoke this General Release within seven calendar days of executing it, and (iii) comply with this General Release and the Continuing Obligations at all times, then Employer will provide me with the payments and benefits under [Section 6.4(b), (c), (e) and (f)][Section 6.5(b), (c), (e) and (f)] of the Employment Agreement (the “Severance Benefits”). I agree that the Severance Benefits are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the Severance Benefits unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. |
3. | Except as provided in paragraph 5 below and except for the provisions of the Employment Agreement which expressly survive the termination of the Employment Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me) release and forever discharge Parent, the Employer and their respective subsidiaries and affiliates and all of their respective past, present, and future shareholders, directors, officers, employee benefit plans, administrators, trustees, agents, representatives, employees, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”) from any and all claims, suits, controversies, actions, causes of action, rights and claims, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages and compensation, claims for costs and attorneys’ fees, or liabilities of any kind and nature whatsoever, whether in law or in equity, both past and present, (through the date I sign this General Release) and whether now known or unknown, suspected or unsuspected, contingent, claimed or otherwise, which I now have or ever have had against any of the Released |
Parties (collectively, “Claims”): (i) from the beginning of time through the date upon which I execute this General Release; (ii) in any way related to, arising out of or connected with my employment and/or other relationship with, or my separation or termination from, any of the Released Parties; (iii) arising out of, or relating to, any agreement with any Released Parties, including, but not limited to, any other awards, policies, plans, programs or practices of the Released Parties that may apply to me or in which I may participate, including, but not limited to, any rights under the Employment Agreement; and (iv) arising out of, or relating to, my status as an employee, member, officer, or director of any of the Released Parties, 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 by the Older Workers Benefit Protection Act) (collectively, the “ADEA”); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; or their federal, state, or local counterparts; or under any other federal, state or local civil or human rights law, or under any other federal, state, or local law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or 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) . This is a general release that is intended to apply to all Claims I may have against the Released Parties through the date I execute this General Release, except those Claims that cannot be waived pursuant to applicable laws.
4. | I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matter covered by paragraph 3 above. |
5. | I agree that this General Release does not waive or release any rights or claims that arise after the date I execute this General Release. This General Release also does not waive any Claims for any vested pension benefits (if any), or for indemnification under the Employment Agreement or the Company’s D&O policy, by-laws, certificate of incorporation or other governing documents, or rights as an equity holder or under any equity-based award. |
6. | I acknowledge that I am not waiving and am not being required to waive any right (i) as set forth in paragraph 5 or (ii) that cannot be waived under applicable law, including the right to file an administrative charge or participate in an administrative investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency; provided, however, that I hereby waive the right to recover any monetary damages or other relief against any Released Parties excepting any benefit or remedy to which I am or become entitled to pursuant to Section 922 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. Further, nothing contained in this General Release limits, restricts or in any way affects either party’s right to (A) communicate with any governmental agency or entity or regulatory or any law enforcement authority or make other disclosures under the whistleblower provisions of |
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any applicable law, rule or regulation or (B) seek or receive any monetary damages, awards or other relief in connection with protected whistleblower activity.
7. | 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 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 provide the Severance Benefits. I further agree that in the event I should bring a Claim seeking damages against Parent, Employer and/or any other Released Party, or in the event I should seek to recover against Parent, Employer and/or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 3 above as of the execution of this General Release. |
8. | I agree that 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 Parent, Employer, any Released Party or myself of any improper or unlawful conduct. Rather, this General Release expresses the intention of the parties to resolve all issues and other claims related to or arising out of my employment by the Company or the termination of my employment. |
9. | 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 its validity and enforceability in 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. |
10. | I acknowledge that I will continue to be bound by my obligations under the Employment Agreement that survive the termination of my employment by the terms thereof or by necessary implication, including without limitation my obligations set forth in Section 7 of the Employment Agreement (the “Continuing Obligations”). I further acknowledge that the obligation of Employer to provide the Severance Benefits, and my right to retain the same, are expressly conditioned upon my continued full performance of my obligations hereunder (including continued compliance with the Continuing Obligations). |
11. | Subject to paragraph 12 of this General Release, I agree that I will never disparage or criticize Parent, Employer, their respective affiliates, their business, their management or their products or services, and that I will not otherwise do or say anything that could disrupt the good morale of employees of Parent, Employer or any of their respective affiliates or harm the interests or reputation of Parent, Employer or any of their affiliates. |
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12. | Nothing in this General Release or any other agreement between me and the Company or any other policies of the Company shall prohibit or restrict me or my attorneys from: (a) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this General 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 providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Xxxxxxxx-Xxxxx Act; (c) accepting any U.S. Securities and Exchange Commission awards; or (d) engaging in concerted activity protected under the National Labor Relations Act (to the extent applicable), including relative to the terms and conditions of my employment, my ability to file unfair labor practice charges or assist others in doing so, and xxxxxxxxxxx in any investigative process with the National Labor Relations Board. In addition, nothing in this General Release or any other agreement between me and the Company or any other policies of the Company prohibits or restricts me 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), I 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 affiliates that (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to my attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal, and do not disclose the trade secret, except pursuant to court order. Nothing in this General Release or any other agreement between me and the Company or any other policies of the Company 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. |
13. | Upon my execution of this General Release, I acknowledge and agree that I have returned to the Company all documents and information (and all copies thereof) belonging or relating to the business of the Company as well as any other Company property or equipment which I have or have had in my possession at any time, including, but not limited to, files, notes, drawings, passwords, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers and/or cell phones), credit cards, entry cards, identification badges and keys, and any other materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). |
14. | This General Release, and the provisions contained in it, shall not be construed or interpreted for, or against, any party because that party drafted or caused that party’s legal representatives to draft any of its provisions. This General Release is personal to me and may not be assigned by me. This General Release is binding on, and will inure to the benefit of, the Released Parties. The Released Parties are expressly intended to be third- |
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party beneficiaries of the releases set forth in paragraph 3, and it may be enforced by each of them. Except as otherwise designated herein, this General Release sets forth the parties’ entire agreement with respect to the subject matter herein and shall supersede all prior and contemporaneous communications, agreements and understandings, written or oral, with respect thereto (for the avoidance of doubt, any Continuing Obligations remain in effect).
15. | This General Release may not be modified or amended unless mutually agreed to in writing by the parties. This General Release may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. An originally executed version of this General Release that is scanned as an image file (e.g., Adobe PDF, TIF, etc.) or is electronically signed (including via DocuSign or any other digital signature provider) and then delivered by one party to the other party via electronic mail as evidence of signature, shall, for all purposes hereof, be deemed an original signature. In addition, an originally executed version of this General Release that is delivered via facsimile by one party to the other party as evidence of signature shall, for all purposes hereof, be deemed an original. |
16. | This General Release will be governed, construed and interpreted under the laws of the State of [Texas][Wyoming] without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. The parties agree that any disputes between the parties shall be resolved only in the state or federal courts of [Texas][Wyoming], and unconditionally submit to the jurisdiction of such courts. |
17. | This General Release creates legally binding obligations, and the Company has advised me to consult and attorney before I sign this General Release. |
18. | Employer may withhold from any and all amounts payable under this General Release 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 the payments contemplated under this General Release be either compliant with, or exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Code Section 409A”), and accordingly, to the maximum extent permitted, this General Release will be interpreted to be in compliance therewith or exempt therefrom. The parties hereby agree that my termination of employment and the Separation Date will constitute a “separation from service” within the meaning of Code Section 409A. Additionally, Section 6.10 of the Employment Agreement will apply mutatis mutandis to this General Release. |
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
(1) | I HAVE READ IT CAREFULLY; |
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NOT TO BE EXECUTED PRIOR TO THE SEPARATION DATE
PARENT
Date: By: Its:
EMPLOYER
Date: By: Its:
[NAME]
Name: Date:
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