Separation and Transition Agreement Sample Contracts

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • March 16th, 2023 • Aveanna Healthcare Holdings, Inc. • Services-home health care services • Georgia

This Separation and Transition Agreement (this “Agreement”) is by and among Rodney D. Windley (the “Executive”), Aveanna Healthcare LLC (f/k/a BCPE Eagle Buyer LLC) (the “Subsidiary”) and Aveanna Healthcare Holdings Inc., a Delaware corporation and successor to Pediatric Services of America, Inc. (“Holdings,” and together with the Subsidiary, collectively, the “Company”). The Subsidiary, Holdings and the Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

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SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • January 24th, 2012 • MRV Communications Inc • Semiconductors & related devices • California

This SEPARATION AND TRANSITION AGREEMENT (this “Agreement”) is entered into as of the 23rd day of January, 2012, by and between MRV Communications, Inc., a Delaware corporation (“MRV” or the “Company”) and Blima Tuller (the “Executive”).

EX-10.1 2 d385838dex101.htm EX-10.1 SEPARATION and TRANSITION AGREEMENT, AND GENERAL RELEASE June 7, 2017
Separation and Transition Agreement • May 5th, 2020 • Missouri

This Separation and Transition Agreement, and General Release (“Agreement”) is made and entered into by and between Brian Hamm (“Colleague”) and Energizer Brands, LLC. (“Energizer”). For purposes of this Agreement, the term “Energizer” shall include not only Energizer Brands, LLC, but also Energizer Holdings, Inc., American Covers, Inc., and all current and former parent, subsidiary and affiliated companies, predecessors, successors, and assigns of the aforementioned entities, and all past, present, and future officers, board of directors, attorneys, agents, representatives, stockholders, and employees of any of the foregoing. In consideration of the following promises, the parties agree to the following:

EX-10.47 8 d275067dex1047.htm SEPARATION AND TRANSITION AGREEMENT THIS SEPARATION AND TRANSITION AGREEMENT is entered into as of September 24, 2011 by and among the Parties. R E C I T A L S
Separation and Transition Agreement • May 5th, 2020 • Massachusetts

WHEREAS, Employee is currently employed as the Chief Scientific Officer of RXi pursuant to the Existing Employment Agreement;

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • June 3rd, 2021 • Cantaloupe, Inc. • Calculating & accounting machines (no electronic computers) • Delaware

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is entered into by and between Cantaloupe, Inc. (f/k/a USA Technologies, Inc.), a Pennsylvania corporation (the “Company”), and James M. Pollock (“Employee”), as of June 1, 2021.

Separation and Transition Agreement September 2, 2015 Tracy K. Price c/o ABM Industries Incorporated Irvine, CA 92618 Dear Tracy:
Separation and Transition Agreement • May 5th, 2020 • California

This Separation and Transition Agreement (this “Separation Agreement”) between ABM Industries Incorporated (“Company” or “ABM”) and you sets forth the terms of your separation from the Company, including certain waivers and releases by you required under your Employment Agreement dated January 13, 2015 (the “Employment Agreement”) in order to receive certain separation payments and benefits, as set forth in detail below. This Separation Agreement also sets forth the terms of your transition period with the Company for a limited period of time. By signing this Separation Agreement, you and the Company agree as follows:

EX-10.2 3 d418380dex102.htm SEPARATION AND TRANSITION AGREEMENT Separation and Transition Agreement
Separation and Transition Agreement • May 5th, 2020 • Maryland

This Separation and Transition Agreement (this “Transition Agreement”) is made as of October 1, 2012 by and among U.S. Silica Company, a Delaware corporation (the “Company”), U.S. Silica Holdings, Inc., a Delaware corporation (“Holdings”), and Brian Slobodow (“Executive,” and together with the Company and Holdings, the “Parties”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • December 14th, 2009 • Encana Corp • Crude petroleum & natural gas • Alberta

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • May 5th, 2015 • Och-Ziff Capital Management Group LLC • Investment advice • New York

This letter agreement (this "Letter Agreement"), effective as of July 11, 2014 (the "Effective Date"), confirms the arrangements relating to your provision of transitional services to, and your Withdrawal from, OZ Advisors LP, OZ Advisors II LP, and OZ Management LP (each, an "Operating Partnership"), resulting from your decision to resign and cease to be actively involved with the Operating Partnerships and their Affiliates. You have agreed that your Withdrawal from each of the Operating Partnerships shall be effective as of June 30, 2015 (the "Separation Date"). Capitalized terms used herein, but not defined herein, shall have the meanings assigned to them in the limited partnership agreements of the Operating Partnerships (as amended, supplemented, or modified from time to time, the "Operating Partnership Agreements"). You, Och-Ziff Holding Corporation ("OZ Holding Corp"), as the general partner of each of OZ Advisors LP and OZ Management LP, and Och-Ziff Holding LLC ("OZ Holding LL

Separation and Transition Agreement
Separation and Transition Agreement • February 22nd, 2023 • Root, Inc. • Fire, marine & casualty insurance • Ohio

This Separation and Transition Agreement (the “Transition Agreement”) is made and entered into by and between Root, Inc. (“Root” or the “Company”) and Daniel Rosenthal, an individual (“Executive”).

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE
Separation and Transition Agreement • April 11th, 2018 • Falconstor Software Inc • Services-prepackaged software • New York

In return for the mutual promises in this Separation and Transition Agreement and General Release (the “Agreement”), FALCONSTOR SOFTWARE, INC. (the “Company”), 823 Congress Ave, Suite 1300, Austin, Texas 78701, its predecessor companies, and its and their respective stockholders, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), and PATRICK MCCLAIN, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “You”), agree as follows:

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • March 24th, 2017 • Us Concrete Inc • Concrete products, except block & brick • Texas

This Separation and Transition Agreement (the “Agreement”) is dated as of this 23rd day of March, 2017 (the “Effective Date”), by and between U.S. Concrete, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and Joseph C. Tusa, Jr. (the “Executive”).

Re: Separation and Transition Agreement Dear Josh:
Separation and Transition Agreement • March 1st, 2022 • Domo, Inc. • Services-prepackaged software • Delaware

This letter confirms the agreement (“Agreement”) between you and Domo, Inc. (the “Company”) concerning the terms of your employment separation and transition from the Company.

FORM OF SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • December 13th, 2019 • Florida

made and entered into on [DATE] by and between JEA, a body politic and corporate under the laws of the State of Florida and an independent agency of the Consolidated City of Jacksonville (hereinafter referred to as “JEA”), and Aaron F. Zahn, an individual currently residing in Florida, hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall have the meanings in the Employment Agreement for Managing Director and Chief Executive Officer, dated as of July 23, 2019 (the “Employment Agreement”), between JEA and Service Provider.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • November 9th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Texas

This SEPARATION AND TRANSITION AGREEMENT and Exhibits (collectively, this “Agreement”) is entered into on November 3, 2021 (the “Execution Date”) by and between Gerald F. Willinger (“Executive”), on the one hand, and Evolve Transition Infrastructure GP LLC (formerly known as Sanchez Midstream Partners GP LLC), a Delaware limited liability company (the “Company”) and general partner of Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners LP), a Delaware limited partnership (“Partnership” and, together with the Company, the “Employer Parties”), on the other hand. Executive, the Company and the Partnership are collectively referred to herein as the “Parties,” and individually as a “Party.” Unless otherwise defined herein, all capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in certain Amended and Restated Executive Services Agreement for Realignment by and between Executive, the Company and

August 24, 2008
Separation and Transition Agreement • August 27th, 2008 • Quiksilver Inc • Men's & boys' furnishgs, work clothg, & allied garments

This letter (“Agreement”) will confirm the agreement and understanding we have reached regarding your continued employment with, and transition and departure from, Quiksilver, Inc., and any of its affiliates, subsidiaries or divisions, including, without limitation, Pilot SAS, a Société par Actions Simplifiée and a wholly-owned indirect subsidiary of Quiksilver, Inc. (collectively, “Quiksilver” or the “Company”). This Agreement completely supersedes and replaces all other agreements you may have with the Company, including, but not limited to, that certain Employment Agreement dated December 22, 2006. In that regard, we have agreed as follows:

September 12, 2019 James Gochee Re: Separation and Transition Agreement and General Release Dear Jim:
Separation and Transition Agreement • November 6th, 2019 • New Relic, Inc. • Services-prepackaged software • California

This letter sets forth the substance of the separation and transition agreement and general release terms (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 16th, 2007 • Municipal Mortgage & Equity LLC • Real estate • Maryland

This Separation and Transition Agreement is made this 16th day of July, 2007 by and among Municipal Mortgage & Equity, LLC (the “Company”), MMA Financial, Inc. (“Employer”) and Melanie M. Lundquist (“Employee”).

March 28, 2024 Jeff Trigilio Dear Jeff:
Separation and Transition Agreement • May 15th, 2024 • Cullinan Therapeutics, Inc. • Biological products, (no disgnostic substances)

The purpose of this Separation and Transition letter agreement (this “Agreement”) is to confirm the terms of your separation from Cullinan Oncology, Inc. (the “Company”) and your post-separation consulting arrangement with the Company. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Employment Agreement between you and the Company dated January 7, 2021 (the “Employment Agreement”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • August 7th, 2024 • BeiGene, Ltd. • Pharmaceutical preparations • New Jersey

This Separation and Transition Agreement (“Agreement”) is made and entered into between BeiGene USA, Inc. (“BeiGene” or the “Company”), an indirect, wholly-owned subsidiary of BeiGene, Ltd., on behalf of itself and for the benefit of its parent corporation, affiliates, subsidiaries, divisions, predecessors, and each of their past and present officers, board, agents, employees, successors, assigns, insurers, representatives, attorneys, employee benefit plans and their fiduciaries and administrators, and all other persons acting by, through, under or in concert with each of them (referred to collectively in this Agreement as “Releasees”); and Julia Wang (“you”) on behalf of yourself and your agents, heirs, executors, successors, agents and assigns. This Agreement also refers to the Company and you as the “Parties,” and to BeiGene and its parent corporation, subsidiaries and affiliates as “the BeiGene Group.” This Agreement is the “Release” that is required to be executed and not revoked

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • October 15th, 2019 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

This Separation and Transition Agreement (“this Agreement”) is made and entered into by and among Lydall, Inc. (the “Company”), on the one hand, and Dale G. Barnhart (“Barnhart”) on the other hand (collectively, the “Parties”) is dated October 11, 2019 and effective as of November 18, 2019 (the “Effective Date”).

Robert Coffin RE: Separation and Transition Agreement Dear Rob:
Separation and Transition Agreement • May 16th, 2024 • Replimune Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter of agreement and general release (“Agreement”) confirms our agreement regarding your transition from employment with Replimune, Inc. (the “Company”) by mutual agreement, which is being treated as a termination by the Company without Cause (as such term is defined in the Employment Agreement by and between you and the Company dated November 2, 2021 (the “Employment Agreement”), to a consulting role. You and the Company (the “Parties” and each, a “Party”) agree to the following:

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SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • January 12th, 2021 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Delaware

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is entered into by and between USA Technologies, Inc., a Pennsylvania corporation (the “Company”), and Jeff Vogt (“Employee”), as of January 11, 2021.

May 11, 2023 Mario Rivas VIA EMAIL Re: Separation and Transition Agreement Dear Mario:
Separation and Transition Agreement • May 12th, 2023 • Transphorm, Inc. • Semiconductors & related devices • Texas

This letter confirms the agreement (“Agreement”) between you and Transphorm, Inc. (the “Company”) concerning the terms of your employment separation and transition from the Company.

Separation and Transition Agreement
Separation and Transition Agreement • February 4th, 2022 • Exicure, Inc. • Pharmaceutical preparations • Illinois

This Separation and Transition Agreement (the “Agreement”) is made and entered into by and between Exicure, Inc. (the “Company”), and David A. Giljohann, Ph.D., an individual (“Employee,” “Giljohann” or “you”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • May 12th, 2008 • Entravision Communications Corp • Television broadcasting stations • California

This Separation and Transition Agreement (the “Agreement”) is entered into effective April 11, 2008, by and between John F. DeLorenzo, in his individual capacity (“DeLorenzo”) and Entravision Communication Corporation, a Delaware corporation (the “Company”), as set forth below.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 21st, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of this 16 th day of July 2010 (the “Effective Date”), by and between Zep Inc., a Delaware corporation (the “Company”), and C. Francis Whitaker III, an individual (the “Executive”).

Re: Separation and Transition Agreement Dear Hilarie:
Separation and Transition Agreement • May 18th, 2017 • New Relic, Inc. • Services-prepackaged software • California

This letter sets forth the substance of the separation and transition agreement (the “Agreement”) that New Relic, Inc. (the “Company”) is offering to you to aid in your employment transition.

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE
Separation and Transition Agreement • August 17th, 2017 • Falconstor Software Inc • Services-prepackaged software • New York

In return for the mutual promises in this Separation and Transition Agreement and General Release (the “Agreement”), FALCONSTOR SOFTWARE, INC. (the “Company”), 2 Huntington Quadrangle, Melville, NY 11747, its predecessor companies, and its and their respective stockholders, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), and DANIEL MURALE, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “You”), agree as follows:

RECITALS
Separation and Transition Agreement • November 14th, 2011 • Galena Biopharma, Inc. • Pharmaceutical preparations • Massachusetts

WHEREAS, Employee is currently employed as the Vice President of Pharmaceutical Development of RXi pursuant to the Existing Employment Agreement;

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE DAVID M.K. METZGER
Separation and Transition Agreement • January 8th, 2016 • RE/MAX Holdings, Inc. • Real estate agents & managers (for others) • Colorado

This Separation and Transition Agreement and General Release (“Agreement”) is hereby entered into as of the Effective Date as defined in paragraph 18) between RE/MAX Holdings, Inc. (“Holdings”), RIHI, Inc. f/k/a RE/MAX International Holdings, Inc. (“RIHI”), RMCO, LLC and RE/MAX, LLC, (which together with their affiliates and their respective shareholders, directors, officers, employees, representatives, predecessors, successors, assigns and/or any person who acted on behalf of RIHI and/or RE/MAX, LLC or on instruction from RIHI and/or RE/MAX, LLC are collectively referred to as “RE/MAX” or “Company”) and DAVID M. K. METZGER (hereinafter “Employee”), who are collectively referred to herein as the “Parties” and each as a “Party.”

Separation and Transition Agreement and Release
Separation and Transition Agreement • November 27th, 2024 • Latch, Inc. • Wholesale-hardware

This Separation and Transition Agreement and Release (“Agreement”) is made by and between Jason Mitura (“Executive”) and Latch Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • March 1st, 2016 • Ontario

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:

Re:Separation and Transition Agreement
Separation and Transition Agreement • August 7th, 2019 • G1 Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

The purpose of this letter agreement (the “Agreement”) is to confirm the terms regarding your separation of employment from G1 Therapeutics, Inc. (the “Company”). As more fully set forth below, the Company will provide you with specified separation benefits as described below in exchange for certain agreements by you.

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