Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (“Agreement”) is made by and between Patricia Chiodo (“Executive”) and Verra Mobility Corporation. (“Verra Mobility” or the “Company”) (and, together with Executive, the “Parties”) to set forth the Parties’ agreement concerning the terms and conditions that will govern the termination of the employment relationship between Executive and the Company.
WHEREAS, Executive serves as the Company’s Chief Financial Officer pursuant to that certain Amended and Restatement Executive Employment Agreement Effective as of March 25, 2021 (the “Employment Agreement”); and
WHEREAS, Executive has notified the Company of her intent to resign from her position as Chief Financial Officer and retire from the Company; and
WHEREAS, the Company and Executive desire to enter into certain mutual agreements regarding the terms under which Executive’s separation from the Company will occur.
NOW, THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. Transition Period and Separation Date. Executive’s last day of work as the Company’s Executive Vice President and Chief Financial Officer shall be the later of April 11, 2022 and the day after the Company files its annual report on Form 10-K for fiscal year 2021 (the “Transition Date”). The Company (or a Company subsidiary) will continue to employ Executive for up to an additional ninety (90) days following the Transition Date (such date to be determined by the Company in its sole discretion), at which point Executive’s employment with the Company (or a Company subsidiary) will terminate (the “Separation Date”). From the Transition Date until the Separation Date (the “Transition Period”), and as a condition to be eligible for the severance benefit described in Section 3 below, Executive will be required to assist the Company with the transition of responsibilities to others and to give her full attention to her duties, as directed by the Company’s Chief Executive Officer or the Executive’s successor in the role of Chief Financial Officer. Notwithstanding anything to the contrary in Executive’s Employment Agreement, Executive’s failure to satisfactorily perform her duties during the Transition Period shall constitute Cause under her Employment Agreement for which no notice period is required and shall result in Executive’s immediate termination and forfeiture of the severance benefit described in Section 3 of this Agreement. Executive further agrees that, in addition to resigning as the Company’s Chief Financial Officer as of the Transition Date, she will resign from all other Company director, officer and other official positions on the date on which replacements are appointed by the Company, which shall be no later than the Separation Date. Executive agrees to execute any documents reasonably required by the Company, and/or its subsidiaries and affiliates, to affect such resignations. After the Separation Date, Executive will not represent herself as being an employee, officer, attorney, agent, or representative of the Company for any purpose. Except as otherwise set forth in this Agreement, the Separation Date will be the employment termination date for the Executive for all purposes, meaning that Executive is not entitled to any further compensation, monies, or other benefits from the Company, including coverage under any benefit plans or programs sponsored by the Company, as of the Separation Date.
2. Pay, Expenses, and Benefits.
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3. Severance Benefits.
The Company previously awarded Executive a restricted stock unit award for 581,552 shares of the Company’s common stock on October 23, 2018 (the “2018 RSU Award”), subject to the terms and conditions of the Equity Plan and related Equity Plan documents. The Parties acknowledge that 145,388 restricted stock units remain unvested under the 2018 RSU Award (the “Unvested RSUs”), and because they are scheduled to vest on October 23, 2022, would remain unvested as of the Separation Date and be subject to forfeiture under the terms of the Equity Plan. As consideration for (i) Executive’s obligations set forth in this Agreement and (ii) Executive’s valid execution and non-revocation of the Supplemental Separation and Release Agreement attached hereto as Exhibit A (the “Supplemental Release”) on or after the Separation Date, and provided Executive is not terminated for cause, the Company agrees to accelerate the vesting of the Unvested RSUs to occur on the Supplemental Release Effective Date, as defined in the Supplemental Release (the “RSU Vesting Acceleration”). The Parties acknowledge and agree that the RSU Vesting Acceleration is made expressly subject to and contingent upon Executive remaining in full compliance with the terms of this Agreement, the Confidentiality and Non-Competition Agreement (defined in Section 6(a)) and the Supplemental Release. Executive acknowledges and agrees that (i) other than the RSU Vesting Acceleration, Executive has no rights to otherwise vest in any securities of the Company following the Separation Date, (ii) all other unvested equity awards held by Executive will terminate or be forfeited on the Separation Date and (iii) all vested equity as of the Separation Date, including those covered by the RSU Vesting Acceleration, shall be governed by the terms of the Equity Plan and related Equity Plan documents. This Agreement and the terms related to the RSU Vesting Acceleration constitute a “superseding agreement” to the Verra Mobility Corporation Restricted Stock Units Agreement and the Verra Mobility Corporation Notice of Grant of Restricted Stock Units provided to Executive with a grant date of October 23, 2018.
Executive agrees that her notice of resignation and retirement was “without Good Reason” as such term is referenced and/or defined in Sections 3.4 and 3.7(b) of her Employment Agreement, pursuant to which she is not entitled to the severance benefits set forth in the Employment Agreement. Executive further acknowledges and agrees that she has no right to receive the RSU Vesting Acceleration unless she validly executes this Agreement and the Supplemental Release and fully complies with the respective terms of this Agreement, the Confidentiality and Non-Competition Agreement and the Supplemental Release, and is not terminated for cause. The Parties further agree that the RSU Vesting Acceleration constitutes adequate and sufficient consideration to support the mutual promises set forth in this Agreement and the Supplemental Release. Executive is not entitled to any additional payment or benefit from any Released Party (as defined below) that is not expressly promised or described in this Agreement.
4. Release of Claims.
a) Release and Released Parties. In exchange for the consideration described in Section 3, and subject only to the exclusions of Section 4(b) below, Executive hereby releases the Company, its parents, shareholders, subsidiaries, affiliates, predecessors, successors, assigns, related companies or entities, its and their employee benefit plans and administrators, and any and all of its and their respective current and former officers, directors, partners, insurers, agents, representatives, attorneys, accountants, actuaries, trustees, fiduciaries, and employees (the “Released
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Parties”) from any and all claims, demands or causes of action which Executive or Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in the term “Executive” for purposes of this Section 4), has, had or may have against any of the Released Parties, based on any events or circumstances arising or occurring on or before the date of Executive’s execution of this Agreement, including, but not limited to, any claims relating to Executive’s employment or termination of employment, and any rights of continued employment, reinstatement or reemployment with any of the Released Parties. For the avoidance of doubt, and subject only to the exclusions in Section 4(b) of this Agreement, Executive expressly agrees, understands, and acknowledges that this is a general release that, to the fullest extent permitted by law, waives, surrenders, and extinguishes any and all claims that Executive has or may have against any of the Released Parties, whether known, unknown, foreseen, or unforeseen, including, but not limited to, the following:
5. Pay and Leave Confirmation. Executive is not aware of any occasion on which the Company or any of the Released Parties failed to pay Executive for hours worked for or on behalf of the Company at the appropriate
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rate of pay. Executive is not aware of any occasion when she was denied any leave that she was entitled to take under the FMLA or any other law or regulation.
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6. Confidentiality, Intellectual Property, and Company Property.
7. Cooperation in Legal Proceedings and Investigations. Executive affirms that, pursuant to Section 3.6 of the Employment Agreement, she will make herself reasonably available to the Company to provide cooperation and assistance with regards to information requests, investigations, and other reasonable assistance with regards to any litigation or proceeding in which the Company (or a subsidiary) is or becomes involved. Executive acknowledges and agrees that should she fail to provide reasonable cooperation and assistance, the Company has the right to claw back the Accelerated Vesting.
8. Non-Disparagement. Executive affirms her obligations to comply with Section 9 (Non-Disparagement) of her Employment Agreement.
9. Non-Competition and Non-Solicitation. Executive affirms her obligations to comply with any post-employment obligations contained in the Confidentiality and Non-Competition Agreement, and Sections 7 (Non-Competition) and 8 (Non-Solicitation) of her Employment Agreement.
10. Liquidated Damages for Breach of Certain Obligations. As Executive previously acknowledged when she signed the Confidentiality and Non-Competition Agreement and her Employment Agreement, a breach of her obligations under the Confidentiality and Non-Competition Agreement or Sections 5, 6, 7, 8 or 9 of her Employment Agreement could irreparably damage the Company. Consequently, and because the damage that a breach of those obligations would inflict on the Company is not an amount that the Parties can clearly ascertain at this time, but would likely be even greater than the RSU Vesting Acceleration that Executive will receive under this Agreement, Executive agrees that if she breaches any of her obligations set forth above in this Section 10, she will forfeit the RSU Vesting Acceleration received under this Agreement and, if the Company has already issued stock as a result of the RSU
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Vesting Acceleration, reimburse the Company the fair market value of the RSU Vesting Acceleration, which will be calculated by multiplying the number of shares issued as a result of the RSU Vesting Acceleration by the closing price of the Company’s common stock on the date of the stock issuance. THE REMEDIES SET FORTH IN THIS SECTION 10 ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE TO THE COMPANY IN THE EVENT OF A BREACH BY EMPLOYEE.
11. Non-Admission. This Agreement does not constitute and shall not be construed as an admission by the Company or any of the Released Parties that any of them has violated any law, interfered with any rights, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to Executive, and the Company expressly denies that it has engaged in any such conduct.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties knowingly and voluntarily executed this Separation and Release Agreement as of the dates set forth below.
Executive
| Verra Mobility Corporation |
Signature: /s/ Patricia Chiodo | Signature: /s/ David Roberts |
Patricia Chiodo | David Roberts Chief Executive Officer
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Date: April 11, 2022 | Date: April 4, 2022 |
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EXHIBIT A
SUPPLEMENTAL SEPARATION AND RELEASE AGREEMENT
This Supplemental Separation and Release Agreement (this “Supplemental Release”) is made by and between Patricia Chiodo (“Executive”) and Verra Mobility Corporation (the “Company” and, together with Executive, the “Parties”), as contemplated by that certain Separation and Release Agreement, by and between the Parties, dated as of April __, 2022 (the “Separation Agreement”). Capitalized terms used by not otherwise defined herein shall have the meaning set forth in the Separation Agreement.
RECITALS
WHEREAS, pursuant to the Separation Agreement, the Parties agreed that Executive would continue to be employed by the Company after the Transition Date in order to assist the Company with the transition of her responsibilities during the Transition Period through the Separation Date; and
WHEREAS, pursuant to the Separation Agreement and in consideration for the RSU Vesting Acceleration, Executive desires to execute this Supplemental Release following the Transition Period.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Executive represents that, as of the date of this Supplemental Release, she has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the Released Parties, in any
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court or with any governmental agency. Executive agrees that, to the fullest extent permitted by law, Executive will not prosecute, nor allow to be prosecuted on Executive’s behalf, in any administrative agency, whether state or federal, or in any court, whether state or federal, any claim or demand of any type related to the matters released in the Separation Agreement or this Supplemental Release.
Nothing in this Supplemental Release shall be construed to waive any claims that cannot be waived as a matter of law. In addition, this Supplemental Release does not prevent Executive from filing an administrative charge against the Company that may not be released as a matter of law. Nothing in this Supplemental Release shall be construed to prohibit Executive from reporting conduct to, providing truthful information to or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. This Supplemental Release does not waive any rights or claims that may arise after the date that Executive executed this Supplemental Release.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties knowingly and voluntarily executed this Supplemental Separation and Release Agreement as of the dates set forth below.
Executive
| Verra Mobility Corporation |
Signature: __________________________ | Signature: __________________________ |
Patricia Chiodo | David Roberts Chief Executive Officer
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Date: _______________________________ *not to be signed until on or after the Separation Date | Date: _______________________________
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