Exhibit 10.1
EXECUTION VERSION
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) dated as of June 30, 2022 is by and between Mark E. Roszkowski (the “Undersigned” or “Executive”) and Vroom, Inc. (the “Company”). This Agreement refers to the Company and the Executive as the “Parties” and to the Amended and Restated Vroom, Inc. Executive Severance Plan, Amended and Restated on May 20, 2022 as the “Severance Plan.” The Executive and the Company have mutually agreed to his separation from service as an officer and employee of Vroom and its Affiliates on the terms set forth below:
|||
2
|
3
|
4
|
The Executive agrees that any changes to this Agreement do not restart the running of the review period described in this Paragraph.
5
|
6
|
7
|
Vroom Automotive, LLC
3600 W Sam Houston Pkwy. S.
Houston, TX 77042
Attn: Chief Legal Officer;
AND: legal@vroom.com
IN WITNESS WHEREOF, the Undersigned has executed this Agreement this 30th day of June, 2022.
/s/ Mark E. Roszkowski
Mark E. Roszkowski
[***]
[***]
ACCEPTED AND AGREED
as of the date set forth above:
/s/ C. Denise Stott
Vroom, Inc.
By: C. Denise Stott
Its: Chief People & Culture Officer
8
|
Second Reaffirmation
IN WITNESS WHEREOF, the Undersigned has reaffirmed and executed this Agreement this _____ day of ________, 2022.
Mark E. Roszkowski
[***]
[***]
ACCEPTED AND AGREED
as of the date set forth above:
Vroom, Inc.
By: C. Denise Stott
Its: Chief People & Culture Officer
9
|
Third Reaffirmation
IN WITNESS WHEREOF, the Undersigned has reaffirmed and executed this Agreement this ____ day of _________, 2023.
Mark E. Roszkowski
[***]
[***]
ACCEPTED AND AGREED
as of the date set forth above:
Vroom, Inc.
By: C. Denise Stott
Its: Chief People & Culture Officer
10
|
Exhibit A
Consulting Agreement
Effective July 16, 2022 (“Effective Date”), Mark E. Roszkowski (“Consultant”) and Vroom Automotive, LLC (“Vroom” or “Company”), agree (this “Agreement”) as follows:
11
|
(a) Consultant agrees that all Works and all other business, technical and financial information (including, without limitation, information concerning Company’s plans, marketing materials and strategies, details of this Agreement and any other proprietary or non-public information about Company or its employees, customers, suppliers or partners or that otherwise identifies Company’s employees or customers) which Consultant develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Consultant will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. Consultant shall not disclose such Confidential Information to any third party except as may reasonably be required pursuant to this Agreement and in any event subject to confidentiality obligations at least as protective as those set out in this Agreement. However, Consultant shall not be obligated under this Paragraph with respect to information that (i) Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant; or (ii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body or is otherwise required to be disclosed by law, provided however, that in all cases Consultant shall provide prompt notice thereof to enable Company to seek a protective order to otherwise prevent such disclosure. Consultant acknowledges that any disclosure to third parties of Confidential Information may cause immediate and irreparable harm to Company. Furthermore, Consultant understands that this Agreement does not affect Consultant’s immunity under 18 USC Sections 1833(b) (1) or (2).
(b) Upon termination or as requested by Vroom, Consultant will promptly return all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant agrees that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice. Consultant agrees that any property situated on Company’s premises and owned, leased or otherwise possessed by the Company, including computers, computer files, email, voicemail, storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.
(c) Notice of Immunity Under the Defend Trade Secrets Act of 2016 ("DTSA"). Notwithstanding any other provision of this Agreement: (1) Consultant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding and (2) if Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Consultant may disclose the Company's trade secrets to Consultant’s attorney and use the trade secret information in the court proceeding if Consultant: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
12
|
13
|
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument, effective as of the date and year first written above.
COMPANY | CONSULTANT |
By: /s/ C. Denise Stott | By: /s/ Mark E. Roszkowski |
Name: C. Denise Stott | Name: Mark E. Roszkowski |
Title: Chief People and Culture Officer | Address: [***] [***] |
14
|