Exhibit 10.18
VUC INC.
645 W. Hamilton Street, Suite 500
Allentown, PA 18101
November 30, 2022
VIA EMAIL AND OVERNIGHT DELIVERY
Matthew Evan Naylor
[Address]
Email: [Email address]
Dear Evan:
As previously discussed with you, your employment with VUC Inc. has ended, with an effective date of Friday, November 18, 2022 (which is referred to in this document as the “Separation Date”).
The purpose of this letter (which is referred to in this document as the “Agreement”) is to outline what pay and benefits you are already entitled to, and what additional pay and benefits VUC Inc. (which is referred to in this document as the “Company”) is prepared to offer you in terms of severance in exchange for certain protections of the Company’s business that we require in return.
Existing Entitlement
Regardless of whether you sign this Agreement, your employment with the Company will end effective on the Separation Date. You will, of course, be paid for all working time through and including the Separation Date, according to the Company’s normal payroll practices and regular payroll schedule. If you have not done so already, you will need to immediately return your computer, phone, Company-related documents and any other Company property that may be in your possession. A representative of the Company will contact to you to make arrangements to return all Company property in your possession and return any of your personal property in the office.
Regardless of whether you sign this Agreement, you will be provided with the benefits to which you are already entitled, which are set forth on Schedule 1 to this Agreement and collectively referred to in this document as the “Existing Entitlement”.
Supplemental Benefit
In addition to the Existing Entitlement described above, the Company is also prepared to provide you with the items set forth on Schedule 2 to this Agreement, which are collectively referred to in this document as the “Supplemental Benefit,” if you agree to the terms of this letter and sign this Agreement (and do not revoke your acceptance of this Agreement, as set forth below).
Release and Waiver Provisions
In exchange for the Supplemental Benefit, you (which for purposes of this paragraph, includes you and all of your heirs, executors, administrators and assigns) unconditionally enter into the following complete RELEASE OF CLAIMS AND WAIVER:
(i) the Genetic Information Nondiscrimination Act,
(ii) Title VII of the Civil Rights Act of 1964,
(iii) the Equal Pay Act,
(iv) the Families First Coronavirus Response Act,
(v) the Americans with Disabilities Act of 1990,
(vi) Section 1981 of the Civil Rights Act of 1866,
(vii) the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act,
(viii) the Family and Medical Leave Act,
(ix) the Pennsylvania Human Relations Act,
(x) the Pennsylvania Minimum Wage Act,
(xi) the Pennsylvania Wage Payment and Collection Act,
(xii) the common law of the Commonwealth of Pennsylvania, and
(xiii) any and all other applicable federal, state and/or local ordinances, statutes, regulations, or common law.
(i) in exchange for signing this Agreement, you are receiving the Supplemental Benefit, which you acknowledge is a thing of value in addition to anything of value to which you otherwise would have been entitled; and
(ii) you fully understand the terms of this Agreement, and you enter into it voluntarily without any coercion on the part of any person or entity; and
(iii) you were given adequate time to consider all implications and to freely and fully consult with and seek the advice of whomsoever you deemed appropriate, including an attorney of your choice, and you have done so; and
(iv) you represent that you have carefully read and fully understand all of the provisions, terms, and effects of this Agreement; and
(v) you should consult with an attorney before signing this Agreement, and you were advised in writing by way of this letter to consult an attorney before signing this Agreement; and
(vi) you were advised by way of this letter that you have twenty-one (21) calendar days from the receipt of this letter within which to consider this Agreement before signing and accepting it. If you execute this Agreement at any time prior to the end of the twenty-one (21) day period, you acknowledge and represent that such signing of the Agreement was a knowing and voluntary waiver of your right to consider this Agreement for at least twenty-one (21) days, and was due to your belief that you had ample time in which to consider, understand, and review with an attorney the terms of this Agreement; and
(vii) you have seven (7) calendar days after executing this Agreement within which to revoke your acceptance of this Agreement. This Agreement shall not become effective or enforceable until the eighth day following your execution of this Agreement. If the seventh (7th) day following your execution of this Agreement is a weekend or national holiday, you have until the next business day to revoke. If you elect to revoke this Agreement, you understand, acknowledge, and agree that you will notify Sharon Hall, Director of Human Resources, VUC Inc., 645 Hamilton Street, Suite 500, Allentown, PA 18101, in writing, of your revocation. You understand, acknowledge, and agree that any determination of whether your revocation was timely shall be determined by the date of actual receipt of your revocation notice by Sharon Hall.
YOU HEREBY ACKNOWLEDGE THAT YOU FULLY UNDERSTAND THE TERMS OF THIS AGREEMENT INCLUDING THE RELEASE AND WAIVER PROVISIONS AND THAT YOU ENTER INTO THIS AGREEMENT VOLUNTARILY WITHOUT ANY COERCION ON THE PART OF ANY PERSON; AND THAT YOU HAVE HAD ADEQUATE TIME TO CONSIDER ALL IMPLICATIONS AND TO FREELY AND FULLY CONSULT WITH AND SEEK THE ADVICE OF ANY IMMEDIATE FAMILY MEMBER, ATTORNEY, ACCOUNTANT OR TAX ADVISOR YOU DEEMED APPROPRIATE, SUBJECT TO THE LIMITATIONS SET FORTH ELSEWHERE IN THIS DOCUMENT.
To the full extent permitted by law, you represent that you have not filed, will not file and will not authorize any third party acting on your behalf to file, any suits, charges, claims or the like regarding your employment by, or separation of employment from the Company or any other Releasees. Although it is recognized that the right to file a claim under certain federal statutes cannot be waived, you agree to forego any personal recovery to the full extent permitted by law. To the extent that you or any third party does seek redress for any claim covered and released by this Agreement, and a settlement or judgment of said claim is reached or entered, you shall designate the Company as the recipient of any such monies allocated to you by the payor or, if that is not possible, you shall pay to the Company the amount received from the payor within seventy-two (72) hours of your receipt of said monies.
Confidentiality
As a further condition of receiving the Supplemental Benefit, you understand, acknowledge, and agree as follows:
(a) You will not use, publish, or disclose (or authorize anyone else to use, publish or disclose) any Proprietary Information of the Company or the Releasees, except by court order or as required by law. The term “Proprietary Information” as used in this Agreement means any information of a confidential or proprietary or non-public nature relating to the business, financial condition and/or operations of the Company or the Releasees, including, without limitation, financial statements of the Company or the Releasees and supplementary information and documents concerning its or their operations; accounts receivable and payable; principal contracts; personnel; compilations of information, models and reports concerning its or their product offerings, and any other of its or their technical and proprietary data; customer and prospect lists; sales techniques, marketing surveys and data; supplier arrangements; pricing and profit margins; and methods of operations;
(b) You will not use, publish, or otherwise divulge any trade secrets, as defined by applicable law, of the Company or the Releasees. Irrespective of whether or not you elect to accept the Supplemental Benefit, you are already legally bound not to divulge trade secrets, and, in signing this Agreement, you hereby reaffirm your obligations relative to information, including any formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;
(c) Notwithstanding whether the Company or its affiliates makes any disclosure of this Agreement or its terms, you understand that it is a condition of the offer set forth in this Agreement that by accepting this offer, you agree to keep the terms, amounts set forth above and existence of this Agreement confidential (provided, however, that nothing contained in this paragraph shall preclude you from disclosing any such information concerning this letter (i) to your attorneys, accountants, tax and financial advisors or spouse provided that such individuals agree to keep such information completely confidential and not to disclose it to others; (ii) by court order or as required by law; or (iii) if necessary, to enforce the terms of this Agreement); and
(d) You understand that your failure to adhere to all of the foregoing restrictions may be treated as a breach of this Agreement, after you have agreed to be bound by its terms, as well as of your common law duties to the Company, and could result in revocation of the offer contained
in this Agreement, recapture by the Company of any monies already paid pursuant to this Agreement, after you have agreed to be bound by its terms, or other claims against you, both in the form of money damages and/or injunctive relief.
(e) Notwithstanding the foregoing, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret, as defined by applicable law, that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
General Notices, Terms and Conditions
By agreeing to the terms of this Agreement, you are acknowledging and agreeing to the following additional terms:
[Continued on next page.]
Evan, if the terms of this Agreement, including the Release and Waiver Provisions set forth above, are acceptable to you, please sign, date and return the enclosed copy of this Agreement to Sharon Hall, Director of Human Resources, VUC Inc., 645 Hamilton Street, Suite 500, Allentown, PA 18101, within twenty-two (22) days of the receipt of this Agreement.
If you have any questions about the content or intent of this Agreement, please feel free to ask me. We wish you the best for your future endeavors.
Very truly yours,
VUC INC.
By: /s/ Keenan Lynch
Keenan Lynch
General Counsel and Chief Administrative Officer
I ACCEPT THE OFFER CONTAINED IN THIS
AGREEMENT. I HAVE READ AND FULLY
UNDERSTOOD THIS AGREEMENT. I AGREE TO
ALL OF THE TERMS OF THIS AGREEMENT,
INCLUDING THE RELEASE AND WAIVER
PROVISIONS, AND I INTEND TO BE LEGALLY
BOUND THEREBY.
/s/ Matthew Evan Naylor
Matthew Evan Naylor
Date: 11/30/22
EXHIBIT A
[See Attached – Officer Resignation Letter]
OFFICER RESIGNATION
CrossAmerica Partners LP
645 Hamilton Street, Suite 400
Allentown, PA 18101
Attn.: President and Chief Executive Officer
Effective immediately, I hereby resign all positions that I currently hold as an officer of any subsidiary of CrossAmerica Partners LP, in each case, without the need of acceptance or further action by CrossAmerica Partners LP or any of its subsidiaries.
Dated as of November 18, 2022.
/s/ Matthew Evan Naylor
Matthew Evan Naylor