Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
Andrea Eldridge
[Address]
[Address]
Dear Andrea:
The purpose of this Separation Agreement (the “Agreement”) is to set forth the terms of your separation of employment from CarGurus, Inc. (“CarGurus” or the “Company”), including the following defined terms:
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You agree that your waiver and release bars any form of legal claim, lawsuit, charge, complaint or any other form of action against the Company (each, a “Claim”) seeking money or any other form of relief, including without limitation equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, overtime pay, emotional distress, punitive damages, attorneys’ fees and any other costs or expenses). You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination of your employment, and you agree that such Claims are included in this waiver and release. You specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination of your employment, including without limitation Claims under any statute, ordinance, regulation, executive order, common law, constitution and any other source of law of any state, country and/or locality, including but not limited to the United States, the Commonwealth of Massachusetts, the state in which you reside, and/or any other state or locality where you worked for the Company (collectively “Law” or “Laws”).
Without limiting the foregoing waiver and release, except for Claims resulting from the failure of the Company to perform its obligations under this Agreement or your rights to indemnification pursuant to Company charter documents, Bylaws, or an indemnification agreement with the Company, and applicable directors’ and officers’ liability insurance, you specifically waive and release the Company from:
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(v) Claims arising under any other Law or constitution.
You acknowledge and agree that your receipt of the Severance Package is contingent upon your providing the waivers and releases in this Agreement, and not revoking this Agreement or the Supplemental Release.
Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g., U.S. Equal Employment Opportunity Commission, National Labor Relations Board, U.S Securities and Exchange Commission) (each, a “Government Agency”), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, your rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such Government Agencies. You further understands this Agreement does not limit your or the Company’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities Law violation, or other violation of Law, without notice to the Company. You acknowledge and agree that by signing this Agreement, however, you waive your right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings. Further, nothing in this Agreement shall limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under applicable Law, or the Company’s right to seek restitution or other legal remedies of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim brought before a Government Agency.
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[signature page immediately follows]
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To accept the terms of this Agreement, you must sign and return this Agreement to the Company’s General Counsel at [email] or by electronic signature and transmission (if made available by the Company) within the applicable period specified in Section 1.
Very truly yours,
CARGURUS, INC.
By: /s/ Jason Trevisan
Name: Jason Trevisan
Title: Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Andrea Eldridge
Printed Name: Andrea Eldridge
Date: February 26, 2024
EXHIBIT A
SUPPLEMENTAL RELEASE OF CLAIMS
In consideration of the covenants set forth in my Separation Agreement with CarGurus, Inc., including but not limited to any parents, divisions, affiliates and subsidiaries, and its and their respective partners, officers, directors, employees, agents, representatives, successors, predecessors and assigns (“CarGurus” or the “Company”), dated February 26, 2024 (the “Separation Agreement”), and more particularly in consideration of the Severance Package provided to me pursuant to the Separation Agreement and other good and valuable consideration, I, Andrea Eldridge (on behalf of myself and my representatives, agents, estate, heirs, attorneys, insurers, spouse, executors, administrators, successors and assigns), am waiving and releasing my right to assert any Claim (defined below), and I hereby release the Company from any Claim, arising from acts, omissions, facts or circumstances that occurred on or before the Supplemental Release Effective Date (defined below).
I agree that my waiver and release bars any form of legal claim, lawsuit, charge, complaint or any other form of action against the Company (each, a “Claim”) seeking money or any other form of relief, including without limitation equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery whatsoever (including without limitation back pay, front pay, compensatory damages, overtime pay, emotional distress, punitive damages, attorneys’ fees and any other costs or expenses). I understand that there could be unknown or unanticipated Claims resulting from my employment with the Company and the termination of my employment, and I agree that such Claims are included in this waiver and release. I specifically waive and release the Company from any Claims arising from or related to my employment relationship with the Company or the termination of my employment, including without limitation Claims under any statute, ordinance, regulation, executive order, common law, constitution and any other source of law of any state, country and/or locality, including but not limited to the United States, the Commonwealth of Massachusetts, the state in which I reside, and/or any other state or locality where I worked for the Company (collectively “Law” or “Laws”).
Without limiting the foregoing waiver and release, except for Claims resulting from the failure of the Company to perform its obligations under the Separation Agreement or my rights to indemnification pursuant to Company charter documents, Bylaws, or an indemnification agreement with the Company, and applicable directors’ and officers’ liability insurance, I specifically waive and release the Company from:
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(v) Claims arising under any other Law or constitution.
I acknowledge and agree that my receipt of the Severance Package is contingent upon my providing the waivers and releases in this Supplemental Release of Claims, and not revoking Supplemental Release of Claims.
Nothing in this Agreement prohibits or prevents me from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g., U.S. Equal Employment Opportunity Commission, National Labor Relations Board, U.S. Securities and Exchange Commission) (each, a “Government Agency”), nor does anything in this Supplemental Release of Claims preclude, prohibit or otherwise limit, in any way, my rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such Government Agencies. I further understand this Supplemental Release of Claims does not limit my or the Company’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities Law violation, or other violation of Law, without notice to the Company. I acknowledge and agree that by signing this Supplemental Release of Claims, however, I waive my right to, and shall not seek or accept, any monetary or other relief of any nature whatsoever in connection with any such charges, investigations or proceedings. Further, nothing in this Supplemental Release of Claims shall limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that my signing of this Supplemental Release of Claims constitutes a full release of any individual rights under applicable Law, or the Company’s right to seek restitution or other legal remedies of the economic benefits provided to me under this Supplemental Release of Claims and the Separation Agreement in the event that I successfully challenge the validity of this Supplemental Release of Claims and prevail in any claim brought before a Government Agency.
Because I am at least forty (40) years of age, I have specific rights under the federal Age Discrimination in Employment Act (“ADEA”) and Older Workers Benefits Protection Act (“OWBPA”), which prohibit discrimination on the basis of age. The release in this Supplemental Release of Claims is intended to release any Claim I may have against the Company alleging discrimination on the basis of age under the ADEA, OWBPA and other Laws. Notwithstanding anything to the contrary in this Supplemental Release of Claims, the release in this Supplemental Release of Claims does not cover rights or Claims under the ADEA that arise after the Supplemental Release Effective Date. The Company desires that I fully understand the provisions and effects of this Supplemental Release of Claims. Consistent with the provisions of the OWBPA, I have a period of twenty-one (21) days from the Separation Date (as
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defined in the Separation Agreement) to consider and accept the provisions of this Agreement. I acknowledge and agree that any changes to this Agreement, whether material or immaterial, do not extend this period. I may revoke this Agreement within seven (7) business days after the Supplemental Release Effective Date by sending an email to the Company’s General Counsel at [email] with a copy to the Company’s Legal Department at [email] that specifically notifies the Company of my revocation of this Supplemental Release of Claims .
This Supplemental Release of Claims shall become effective on the eighth (8th) day following my acceptance of it (the “Supplemental Release Effective Date”).
Confirmed And Agreed:
/s/ Andrea Eldridge Printed Name: Andrea Eldridge
Dated: April 5, 2024 | CarGurus, Inc.
/s/ Jason Trevisan Name: Jason Trevisan Title: Chief Executive Officer Dated: April 5, 2024 |
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EXHIBIT B
The chart below shows the number of RSUs and shares subject to the NQSO under your outstanding equity awards that will accelerate and become vested as of the Supplemental Release Effective Date, subject to the terms and conditions of the Agreement:
Grant Date | Type of Award | Original Vesting Date | Number of RSUs Scheduled to Vest on the Vesting Date |
September 21, 2020 | RSU | July 1, 2024 | 641 |
February 10, 2021 | NQSO | July 1, 2024 | 2,054 |
February 10, 2021 | NQSO | October 1, 2024 | 2,053 |
February 10, 2021 | NQSO | January 1, 2025 | 2,054 |
February 10, 2021 | RSU | July 1, 2024 | 1,975 |
February 10, 2021 | RSU | October 1, 2024 | 1,974 |
February 10, 2021 | RSU | January 1, 2025 | 1,975 |
February 8, 2022 | RSU | July 1, 2024 | 4,033 |
February 8, 2022 | RSU | October 1, 2024 | 4,033 |
February 8, 2022 | RSU | January 1, 2025 | 4,033 |
February 16, 2023 | RSU | July 1, 2024 | 5,233 |
February 16, 2023 | RSU | October 1, 2024 | 5,233 |
February 16, 2023 | RSU | January 1, 2025 | 5,234 |
TOTAL | 34,364 RSUs | ||
6,161 shares subject to the NQSO |
EXHIBIT C
NOTICE OF IMMUNITY
Consistent with federal law, the Company hereby notifies you of the following provisions of the Defend Trade Secrets Act of 2016.
Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing—
(A) files any document containing the trade secret under seal; and
(B) does not disclose the trade secret, except pursuant to court order.