Transition and Separation Agreement Sample Contracts

Contract
Transition and Separation Agreement • April 1st, 2024 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment
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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 17th, 2022 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

This Transition and Separation Agreement (the “Agreement”) is entered into by and between David S. Goone (“Employee”) and Intercontinental Exchange Holdings, Inc., a wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”, and collectively with Intercontinental Exchange Holdings, Inc., the “Company”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 30th, 2021 • Aon PLC • Insurance agents, brokers & service • Illinois

This Transition and Separation Agreement (this “Agreement”), is entered into on the date set forth beneath the Executive’s signature and is effective as of July 27, 2021 (the “Effective Date”), by and between Aon Corporation, a Delaware corporation (the “Company”), and Anthony R. Goland (the “Executive”).

Re: Transition and Separation Agreement Dear Wolfgang:
Transition and Separation Agreement • August 7th, 2020 • Fastly, Inc. • Services-prepackaged software • California

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

December 5, 2011 Doug Sabella C/O Dialogic Inc. Milpitas, CA 95035-7405 Dear Doug:
Transition and Separation Agreement • December 5th, 2011 • Dialogic Inc. • Services-computer integrated systems design • Delaware

This Transition and Separation Agreement (“Agreement”) sets forth the terms that Dialogic Inc. (the “Company”) is offering to you to aid in your employment transition. This Agreement supersedes and replaces the Amended and Restated Employment Agreement dated December 29, 2010 between you and the Company (the “Prior Agreement”).

Rajeev Syal Senior Executive Vice President Chief Human Resources Officer rajeev.syal@huntington.com Huntington Bancshares Incorporated 41 South High Street - HC1033 Columbus, OH 43287 614.480.5461 OFFICE
Transition and Separation Agreement • April 30th, 2024 • Huntington Bancshares Inc /Md/ • National commercial banks • Ohio

On behalf of Huntington Bancshares Incorporated (together with its affiliates, the “Company”), I want to thank you for your many contributions and years of service to the Company. This letter agreement (this “Letter Agreement”) sets forth the terms of your transition and separation from employment with the Company.

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Transition and Separation Agreement • May 5th, 2020 • California

This Transition and Separation Agreement (the “Agreement”) is made by and between Jon C. Kubo (“Executive”) and The Wet Seal, Inc., a Delaware corporation, and any of its affiliates (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 5th, 2020 • New York

TRANSITION AND SEPARATION AGREEMENT dated the 23rd day of October, 2015 (the “Effective Date”) among TRAVELPORT WORLDWIDE, TRAVELPORT, LP (collectively with Travelport Worldwide Limited, “Travelport” or the “Company”)) and KURT EKERT (“Mr. Ekert” and together with Travelport, the “Parties”).

AMENDMENT TO TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance

This Amendment is made the 23rd day of January 2020 by and between ProSight Global, Inc., a Delaware corporation (“Company”), and Joseph Beneducci (the “Executive”), as an amendment to the Transition and Separation Agreement entered into by the Company, ProSight Global Holdings Limited (“PGHL”) and the Executive dated the 3rd day of May, 2019 (the “Separation Agreement”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 25th, 2024 • Shyft Group, Inc. • Motor vehicles & passenger car bodies

This Transition and Separation Agreement (this “Transition Agreement”), by and between The Shyft Group, Inc. (the “Company”) and Colin Hindman (“you” and similar words), and effective as of June 3, 2024 (the “Effective Date”), memorializes certain terms of your transition and separation from the Company and its subsidiaries. The terms of this Transition Agreement also address certain requirements under The Shyft Group, Inc. Executive Severance Plan (the “Executive Severance Plan”) in order for you to receive, after the Effective Date, certain of the payments and benefits described in this Transition Agreement, as described or set forth in detail below.

Contract
Transition and Separation Agreement • May 5th, 2020 • California

EX-10.2 2 jazzq12018ex102.htm TRANSITION AND SEPARATION AGREEMENT Exhibit 10.2 [Jazz Pharmaceuticals Letterhead] March 24, 2018 Karen Smith Jazz Pharmaceuticals, Inc. 3170 Porter Drive Palo Alto, CA 94304 Re: Transition and Separation Agreement Dear Karen: This letter sets forth the terms of the transition and separation agreement (the “Agreement”) between you and Jazz Pharmaceuticals, Inc. (the “Company”). 1.Separation Date; Transition Employment Period; Final Base Salary and Vacation Pay-Out. If you sign, date, and return this Agreement to the Company by 5 pm on March 26, 2018, your employment with the Company will end effective as of May 31, 2018 (the “Separation Date”). During your continued employment from the date that you are provided this Agreement through the Separation Date (the “Transition Employment Period”), you will continue to report to the President and Chief Operating Officer (“COO”), and you will engage in such work activities, and operate in such capacity, as the COO

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 6th, 2020 • Ardelyx, Inc. • Pharmaceutical preparations • California

This Transition and Separation Agreement (the “Agreement”) by and between Mark Kaufmann (“Executive”) and Ardelyx, Inc. (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 7th, 2012 • Geron Corp • Pharmaceutical preparations • California

This Transition and Separation Agreement (the “Agreement”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) by and between David J. Earp (“Executive”) and Geron Corporation (the “Company”), with reference to the following facts:

RE: Transition and Separation Agreement Dear Paul:
Transition and Separation Agreement • July 15th, 2016 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This letter agreement (“Agreement”) describes the components of your transition and separation package. If you agree to the terms of this Agreement you will receive the benefits described below. This Agreement will become effective once you have signed it and you have not exercised your right to revoke the Agreement within the Revocation Period described below (the “Effective Date”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 10th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec • Massachusetts

This Transition and Separation Agreement (the “Agreement”) is made as of February 2, 2022, by and between Ilya Mirman set forth in this Agreement, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer Letter (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • February 20th, 2013 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California

This Transition and Separation Agreement (the “Agreement”) is made by and between Roxanne Oulman (“Executive”) and Thoratec Corporation, a California corporation (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

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Transition and Separation Agreement • May 5th, 2020

This Transition and Separation Agreement (this “Agreement”), dated this 4th day of December, 2015, is entered into by and between FARO Technologies, Inc. (the “Company”), and Jay W. Freeland (“Freeland”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 5th, 2023 • InnovAge Holding Corp. • Services-health services • Colorado

This Transition and Separation Agreement (this “Agreement”) is entered into, as of July 3, 2023 (the “Effective Date”), between Total Community Options, Inc., dba Innovage (the “Company”) and Barbara Gutierrez (“Employee” and with the Company, together, the “Parties”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Transition and Separation Agreement (the “Agreement”) is made as of January 24, 2014 by and between United Online, Inc., a Delaware corporation (the “Company”), and Neil P. Edwards (“Executive”). The Company and Executive are collectively referred to herein as the “Parties”. Capitalized terms not defined herein will have the meanings ascribed to them in the Employment Agreement (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • California

This Transition and Separation Agreement (the “Agreement”) by and between David Chandler (“Executive”) and ViewRay, Inc. (the “Company”) is dated as of June 8, 2016 and is made effective as of eight (8) days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Agreement as provided in Section 6(d) below.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 13th, 2014 • Codexis Inc • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between Matthew B. Tobin (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”) (the Executive and the Company are collectively referred to herein as the “Parties” or individually as a “Party”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

EX-10.1 2 d162740dex101.htm TRANSITION AND SEPARATION AGREEMENT TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 5th, 2020 • Florida

This Transition and Separation Agreement (this “Agreement”), dated this 10th day of March, 2016, is entered into by and between FARO Technologies, Inc. (the “Company”), and Laura A. Murphy-Wolf (“Murphy”).

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CONFIDENTIAL TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 5th, 2020 • Minnesota

This Transition and Separation Agreement (“Agreement”) is entered into by and between Timothy Peterman (“Employee”) and Evine Live Inc. (“Evine”), effective as of April 11, 2018 (the “Effective Date”).

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Transition and Separation Agreement • May 5th, 2020 • California

This Transition and Separation Agreement (the “Agreement”) by and between James W. McCollum (“Executive”) and Restoration Robotics, Inc. (the “Company”) is made effective eight (8) days after Executive’s signature hereto (the “Effective Date”). Any reference to the Company throughout this Agreement shall include the Company, its subsidiaries and any successors thereto.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • April 30th, 2021 • GameStop Corp. • Retail-computer & computer software stores • Texas

Employee and GameStop have voluntarily agreed to enter into this Agreement, which sets forth the complete understanding between them regarding the cessation of Employee’s service as Executive Vice President and Chief Merchandising Officer of GameStop, Employee’s provision of transition services until his Separation Date, and the commitments and obligations arising out of the termination of the employment relationship between Employee and GameStop.

TRANSITION and Separation AGREEMENT and release of claims
Transition and Separation Agreement • August 2nd, 2022 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This Transition and Separation Agreement and Release of Claims (the “Agreement”) is entered into by and among Anthony Guzzo (“Executive”) and Phathom Pharmaceuticals, Inc. (the “Company”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • August 10th, 2023 • BRC Inc. • Beverages

This Transition and Separation Agreement (the “Agreement”) is entered into by and between Black Rifle Coffee Company LLC (the “Company”), BRC Inc. (“BRC”) and Heath Nielsen (“Employee”).

PRIVATE & CONFIDENTIAL
Transition and Separation Agreement • May 10th, 2022 • XL Fleet Corp. • Motor vehicle parts & accessories • Massachusetts

As we have discussed, you are resigning your employment with XL Fleet Corp. (the “Company”) effective January 31, 2022 (the “Separation Date”). The purpose of this letter agreement (the “Transition and Separation Agreement”) is to set forth the terms of your separation from the Company. Provision of the Separation Benefits described in Section 3 of this Agreement is contingent on your agreement to and compliance with the terms of this Agreement, as set forth below. You have twenty-one (21) calendar days to review this Agreement and sign it if you wish. This Agreement shall become effective on the eighth (8th) day following the date on which you sign it (the “Effective Date”).

August 21, 2024 Kelly Steckelberg Via E-mail Re: Transition and Separation Agreement Dear Kelly:
Transition and Separation Agreement • August 21st, 2024 • Zoom Video Communications, Inc. • Services-computer programming, data processing, etc.

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

September 16, 2015 Bernard Hausen, M.D., Ph.D. Cardica, Inc. Redwood City, CA 94063 Dear Bernard:
Transition and Separation Agreement • November 12th, 2015 • Cardica Inc • Surgical & medical instruments & apparatus • California

As you know, you have announced your intent to retire from Cardica, Inc. (the “Company”). This letter agreement sets forth the substance of the transition and separation agreement (the “Agreement”) that the Company is offering to you in connection with your retirement.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 15th, 2019 • Parker Drilling Co /De/ • Drilling oil & gas wells • Texas

THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”), is made and entered into as of July 11, 2019 (the “Effective Date”), by and between Parker Drilling Company, a Delaware corporation (“PDC”), Parker Drilling Management Services Ltd., a Nevada corporation and wholly-owned subsidiary of PDC (“PDMS”), and Gary Rich (“Executive”). For purposes of this Agreement, PDC and PDMS shall be collectively referred to as the “Company”. The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties”. Defined terms shall have the meanings ascribed to them in Appendix A.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 4th, 2022 • Codexis, Inc. • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between John Nicols (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 5th, 2012 • Codexis Inc • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between Alan Shaw, Ph.D. (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 7th, 2020 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana

This TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is made, as of the “Effective Date” (as defined in Section 14 below), by and between Timothy Go (“Executive”), Calumet GP, LLC, Calumet Specialty Products Partners, L.P., a Delaware limited partnership and its direct or indirect subsidiaries and other affiliates (collectively, the “Company”). Executive and the Company hereby agree as follows:

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