Exhibit 10.27
Release Agreement
This Release Agreement (“Release” or “Agreement”) is made as of February 4, 2024, by and between Patrick Brickley (“you”) and Everbridge, Inc. (the “Company”). A copy of this Release, substantially in the form contained herein, is an attachment to the Employment Agreement between the Company and you dated February 4, 2019 (the “Employment Agreement”). Capitalized terms not defined in this Agreement carry the definition found in the Employment Agreement.
You acknowledge and understand that these payments arise from the Everbridge, Inc. Severance Plan, dated August 5, 2022 (the “Severance Plan”), and are subject to the provisions therein, including but not limited to Section 5.4 thereof (Section 280G). In addition, you acknowledge that the Separation Benefits identified above constitute consideration to which you would not otherwise be entitled without executing this Agreement and satisfy any severance or other obligations contained in the Employment Agreement, the Severance Plan or other applicable Company plans. You further acknowledge that the consideration identified in this Section 2 is not earned until all conditions of receipt have been satisfied.
yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and, in such official capacities, its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and affiliates (the “Company Parties”) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties:
amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; or
Notwithstanding any provision of this Agreement to the contrary, by executing this release, you are not releasing (i) any claims relating to your rights under this Agreement, (ii) any claims as a stockholder of the Company, (iii) any claims that cannot be waived by law, or (iv) your rights of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws, other plans or agreements, by law, or a Company insurance policy providing directors’ and officers’ liability insurance coverage, as any of such may be amended from time to time.
on-the-job injury for which you have not already filed a Claim. You affirm that all of the decisions of the Company Parties regarding your pay and benefits through the date of your execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. You affirm that you have not filed or caused to be filed, and are not presently a party to, a Claim against any of the Company Parties. You further affirm that you have no known workplace injuries or occupational diseases. You acknowledge and affirm that you have not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the Company Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law.
Everbridge, Inc.
By:/s/ Noah Webster Feb 4, 2024
Noah Webster
/s/ Patrick Brickley Feb 4, 2024
Patrick Brickley
Exhibit A Consulting Agreement
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of March 15, 2024, by and between Everbridge, Inc. (“Everbridge”) and Patrick Brickley (“Consultant”). The parties hereby agree as follows:
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(iv) above absent written notice from Everbridge and not less than thirty (30) days to cure, if curable.Consultant may only terminate this Agreement upon not less than thirty (30) days’ written notice to Everbridge. For termination made by Consultant, Everbridge shall only owe Consultant for work performed and fees due as of the date notice of termination is provided, except as mutually agreed upon in writing by Everbridge and Consultant.
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If to Consultant:
Patrick Brickley
Address
If to Everbridge:
Everbridge, Inc.
25 Corporate Drive
Burlington, MA 01803
Attention: General Counsel
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.
EVERBRIDGE, INC.
By: | /s/ Noah Webster |
| /s/ Patrick Brickley |
Name: | Noah Webster |
| Patrick Brickley |
Title: | CLO |
|
|
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EXHIBIT A
TO CONSULTING AGREEMENT DUTIES, TERM, AND COMPENSATION
DUTIES:
During the term of this Agreement, Consultant shall assist Everbridge with the following matters (the “Services”):
Consultant shall be permitted to provide the Services from a location (or locations) of his choosing, subject to any required in-person meetings upon reasonable notice from Everbridge, and Everbridge shall provide Consultant with continued access to his current administrative assistant.
During the Consulting Period, Consultant may continue to use his company laptop and will continue to have access to company email.
TERM:
This engagement shall commence on March 15, 2024, and shall continue in full force and effect through December 31, 2024, unless terminated earlier in accordance with the terms contained herein (the “Term”).
COMPENSATION:
Consultant agrees to dedicate not more than twenty (20) hours per month to the Services. Consultant shall be paid $5,000 per month for the Services (the “Fees”), prorated for any partial month of Services. The Fees will be paid monthly in arrears, on or within fifteen (15) days after the end of the month during which the Services are performed. Notwithstanding the above, the parties may mutually agree to increase Consultant’s monthly hours. For any day in which Services are performed after having reached twenty (20) hours in the applicable month, Consultant shall be paid a daily rate of $1,500. The parties agree that it is not expected that the services will require more than eight (8) hours per week.
Notwithstanding anything herein to the contrary, in no event will the Consultant be expected to perform, or will Consultant perform, services that exceed twenty percent (20%) of the average level of bona fide services that Consultant provided to Everbridge during the final thirty-six (36) months of his employment with Everbridge (the intent of the foregoing is Consultant will have incurred a “separation from service, within the meaning of Section 409A, from the Company on the date of termination of employment).
Consistent with the terms of Everbridge’s 2016 Equity Incentive Plan and related forms of agreement, the restricted stock units (“RSUs”) and performance stock units (“PSUs”) previously granted by Everbridge to
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Consultant will continue to vest during the Term, except as provided herein.
In the event that Everbridge terminates this engagement other than for Cause, then Everbridge will pay to Consultant the Fees that would have been payable for the remainder of the scheduled Term, and Consultant’s outstanding Everbridge equity awards shall be treated as if he had continued to provide services through the end of the scheduled Term.
For sake of clarity and avoidance of doubt, Consultant acknowledges and agrees that at no time is Consultant eligible for overtime pay or any other type of increased pay rate based on the number of hours worked. Consultant shall not be eligible for additional compensation for time spent traveling to and from Everbridge facilities, provided travel time will count as time in the performance of Services.
Everbridge will issue Consultant an IRS Tax Form 1099 for all services rendered under this Agreement. Consultant represents its Social Security Number/EIN to be provided via Form W-9.
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