Exhibit 10.29
Release Agreement
This Release Agreement (“Release” or “Agreement”) is made as of March 22, 2024, by and between Phillip Huff (“you”) and Everbridge, Inc. (the “Company”).
(6) months after the Separation Date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section 2(b), the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.
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 any employment agreement you have with the company, the Severance Plan (including those contained in Section 4.2.1(b) thereof), 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.
has violated any other laws, such as federal, state, or local laws providing workers’ compensation benefits, restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state or local laws providing recourse for alleged wrongful discharge, retaliatory discharge, negligent hiring, retention, or supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of your family, whistleblowing, and similar or related claims. You acknowledge that you have been advised, as required by California Government Code Section 12964.5(b)(4), that you have the right to consult
an attorney regarding this Agreement and that you were given a reasonable time period of not less than five business days in which to do so. You further acknowledge and agree that, in the event you sign this Agreement prior to the end of the reasonable time period provided by the Company, your decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different terms to employees who sign such an agreement prior to the expiration of the time period.
Section 1542 Waiver. In giving the release herein, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:
“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.”
You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of claims herein, including but not limited to your release of unknown claims.
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.
(d) you have seven (7) days following the date you sign this Agreement to revoke it (by sending written revocation directly to the Company’s Cara Antonacci, Chief People Officer); and (e) the Agreement will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after you sign this Agreement (the “Effective Date”).
Everbridge, Inc.
By: /s/ Noah Webster |
Noah Webster |
|
/s/ Phillip E. Huff |
Phillip Huff |
Exhibit A
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of March 23, 2024, by and
between Everbridge, Inc. (“Everbridge”) and Phillip Huff (“Consultant”). The parties hereby agree as follows:
(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.
(c) Consultant shall be subject to all Everbridge policies that apply to independent contractors generally, as adopted or modified from time to time, including, without limitation, Everbridge’s policies against unlawful harassment and regarding compliance with applicable securities law; provided, that Everbridge shall provide Consultant with all such applicable policies and any applicable modifications. From time to time, Consultant may be required to confirm in writing that Consultant has read and understands certain policies. Everbridge reserves the right to modify or alter its policies in its sole discretion. Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 9.
If to Consultant: |
| If to Everbridge: |
Phillip Huff |
| Everbridge, Inc. |
Address |
| 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 F. Webster |
| /s/ Phillip E. Huff |
Name: Noah F. Webster |
| Name: Phillip Huff |
Title: Chief Legal Officer |
|
|
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.
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 23, 2024, and shall continue in full force and effect through May 10, 2024, unless terminated earlier in accordance with the terms contained herein (the “Term”).
COMPENSATION:
Consultant agrees to dedicate not more than twenty (80) hours per month to the Services. Consultant shall be paid $11,000 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 (80) hours in the applicable month, Consultant shall be paid a daily rate of $550. The parties agree that it is not expected that the services will require more than twenty (20) 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 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.