Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (“Agreement”) is entered into by and between Stanley Jacot, Jr. (“Jacot” or “Employee”) on the one hand and Arcadia Biosciences, Inc., a Delaware corporation (“Arcadia” or “Company”) on the other hand. The parties may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
BACKGROUND
For and in consideration of the mutual promises and covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
TERMS OF AGREEMENT
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a. In exchange for executing this Agreement, Jacot is receiving separate consideration beyond that which he is otherwise entitled to.
b. By signing this Agreement, Jacot is waiving, among other rights, all claims and rights under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers' Benefit Protection Act (“OWBPA”), 29 U.S.C. §621, et seq. Accordingly, Jacot understands that he has twenty one (21) days to consider this Agreement, but need not take the full twenty one (21) day period if he does not wish to do so. If Jacot signs this Agreement before the expiration of the twenty-one (21) day period, he acknowledges and represents that he did so voluntarily.
c. Jacot has seven (7) days to revoke his waiver under the ADEA and OWBPA after signing this Agreement. For Jacot’s revocation to be effective, he must give written notice of his revocation to the Company (in care of, and addressed to, the attention of the Company’s corporate counsel, Mike DeAngelis of Weintraub Tobin Chediak Coleman Grodin, at the address listed in Section 22 of this Agreement) prior to the expiration of the seven (7) day period (“Revocation Period”). Jacot understands and acknowledges that if he revokes his
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acceptance of this Agreement within the Revocation Period, he will not be entitled to, and Arcadia will not be obligated to provide him with, any of the Separation Benefits outlined in Sections 3-5 of this Agreement. In such circumstance, if payments or benefits to Jacot have already begun, Arcadia may immediately cease any further payments or benefits.
d. Jacot acknowledges that: i) he has carefully read this Agreement; ii) he understands its final and binding effect; iii) he has been advised, by the language of this provision, of his right to consult with an attorney prior to signing the Agreement; and iv) he understands the provisions of this Agreement and knowingly and voluntarily agrees to be legally bound by them.
If to Jacot:
Stanley Jacot, Jr.
XXXXXXXXX
XXXXXXXXX
If to Arcadia:
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Arcadia Biosciences, Inc.
Attention: Chief Executive Officer
500 Capitol Mall, Suite 2350
Sacramento, CA 95814
With a copy to Arcadia Corporate Counsel:
Mike DeAngelis
Weintraub Tobin Chediak Coleman Grodin
400 Capitol Mall, 11th Floor
Sacramento, California 95814
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The Parties hereto have each duly executed this Separation and Release Agreement as of the Signature Date set forth below.
Dated: July 2, 2024 /s/ Stanley Jacot, Jr.
Stanley Jacot, Jr.
Dated: July 2, 2024 ARCADIA BIOSCIENCES, INC.
By:__/s/ Kevin Comcowich
Kevin Comcowich,
Chair of the Board of Directors
[SIGNATURE PAGE TO SEPARATION AND RELEASE AGREEMENT]
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Exhibit A
STOCK OPTIONS
Grant Date | Shares Subject to Stock Options | Exercise Price Per Share | Vested Option Shares as of July 2, 2024 | Additional Option Shares that will Vest Pursuant to Section 4(b) |
2/2/2022 | 7,902 | $36.40 | 4,773 | 1,975 |
4/4/2023 | 1,500 | $7.55 | 468 | 375 |
Total | =SUM(ABOVE) =SUM(ABOVE) 9,402 |
| =SUM(ABOVE) 5,241 | =SUM(ABOVE) =SUM(ABOVE) 2,350 |
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