Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Nabil Shabshab (“Employee”) and Inogen, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RECITALS
WHEREAS, Employee was employed at-will by the Company;
WHEREAS, Employee signed an Employment and Severance Agreement with the Company as of February 8, 2021 (the “Employment Agreement”);
WHEREAS, Employee acknowledges that he is bound by an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company (the “Confidentiality Agreement”);
WHEREAS, the Company granted to Employee the equity awards covering shares of the Company’s common stock listed in Exhibit A (each, an “Equity Award”), each subject to the terms and conditions of the Company’s 2014 Equity Incentive Plan (the “Plan”) and an award agreement between the Company and Employee (each, an “Award Agreement”);
WHEREAS, Employee’s employment with the Company ended effective November 10, 2023 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
a. any and all claims relating to or arising from Employee’s relationship with the Company and the termination of that relationship, including any claims related to the Employment Agreement or any other agreement or arrangement with the Company;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the New Jersey Law Against Discrimination, the New Jersey Equal Pay Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Civil Rights Act, the New Jersey Family Leave Act, the New Jersey Wage and Hour Law, the California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act, and the California Fair Employment and Housing Act;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any proceeds received by Employee from the Company; and
h. any and all claims for attorneys’ fees and costs.
Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law. This release also does not waive any rights Employee has under the Indemnification Agreement by and between Company and Employee, dated February 8, 2021 (the “Indemnification Agreement”), or any other rights Employee may have to be indemnified or insured against third party claims (including any rights to advancement of expenses), subject to the terms and conditions of any such indemnification rights. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation benefits, or to any vested benefits under any employee benefit plan.
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
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| NABIL SHABSHAB, an individual |
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Dated: November 22, 2023 |
| /s/ Nabil Shabshab |
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| Nabil Shabshab |
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| INOGEN, INC. |
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Dated: November 22, 2023 |
| By /s/ Elizabeth Mora |
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| Elizabeth Mora |
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| Chair of the Board of Directors |
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Exhibit A
(Equity Awards)
Grant Date | Type of Award | Target Number of Shares Granted | Vested as of Separation Date |
3/1/21 | RSU | 71,508 | 53,161 |
3/1/22 | RSU | 78,102 | 20,827 |
5/10/22 | RSU | 109,531 | 0 |
2/28/23 | RSU | 140,394 | 0 |