Exhibit 10.1
Release and Non-Competition Agreement
This Release and Non-Competition Agreement (“Agreement”), is entered into by and between E2open Parent Holdings, Inc. (collectively with its Affiliates and their subsidiaries, the “Company”) and Michael Farlekas (“Executive”). The Company and Executive will be jointly referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the E2open Parent Holdings, Inc. Executive Severance Plan (the “Plan”).
WHEREAS, Executive and E2open, LLC, a Delaware limited liability company and subsidiary of the Company, are party to that certain Employment Letter Agreement, dated as of March 1, 2021 (the “Employment Agreement”);
WHEREAS, the Plan Administrator of the Plan has determined that Executive is an Eligible Employee under the terms of the Plan;
WHEREAS, the Plan requires Executive to sign and not revoke this Agreement in accordance with its terms in order to be eligible for the benefits under the Plan; and
WHEREAS, Executive has carefully read and fully understands all of the provisions and effects of this Agreement, which includes a general release and post-employment restrictions on Executive.
NOW, THEREFORE, Executive and the Company, for the good and sufficient consideration set forth below and intending to be legally bound, agree as follows:
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This release is intended to be a general release and excludes only those claims under any statute or common law that Executive is legally barred from releasing, as well as (i) claims for workers’ compensation or unemployment benefits and vested retirement or welfare benefits, if any, under any Company sponsored plans; (ii) any right to enforce any term of this Agreement; (iii) any claims based on acts or events occurring after Executive signs this Agreement, except for claims arising from Executive’s employment or separation of employment with Company, which are being released by this Agreement; (iv) the right to file a charge or complaint with, or provide testimony, assistance or participation in, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the EEOC; (v) the right to report violations of any law administered by the Occupational Safety and Health Administration (“OSHA”), the Securities and Exchange Commission (“SEC”), or make other disclosures protected under the whistleblower provisions of state or federal law; (vi) any of Executive’s claims, rights or entitlements related to or arising out of any of Executive’s restricted stock units or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA); (vii) claims for indemnification pursuant to any duly executed agreement or plan between Executive and any Company Releasee, including the Indemnification Agreement dated February 4, 2021 (“Indemnification Agreement”); and (viii) any post-employment coverage for Executive under any Company Releasee insurance policy, including (without limitation) any D&O policy or EPL policy. Notwithstanding the foregoing, if an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Section 4(a), Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due; provided that Executive may receive financial awards from OSHA, SEC, or any other federal agency for reporting possible violations of federal law or regulation in cases where the law prohibits Executives from waiving their rights to receive such payments.
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The Company Group’s release is intended to be a general release and excludes only those claims under any statute or common law that a Company Group Member is legally barred from releasing, as well as (i) any rights to enforce the terms of this Agreement, including to enforce the terms of the Plan or the agreements referenced herein; (ii) any claims based on acts or events occurring after the Company signs this Agreement; (iii) claims for or relating to liability, damages or indemnification against Executive which are in any way based on any felony or other criminal conduct by Executive occurring during Executive’s employment; (iv) claims for or relating to violations of U.S. Federal or state securities laws or regulations by Executive or by the Company which were caused by the acts or omissions of Executive; (v) claims based on any fraud, intentional misrepresentation, misappropriation, embezzlement, bribery, forgery, theft, fiduciary duty, alleged violations of applicable statutes, regulations, or other laws by Executive, if and only to the extent any applicable law allows such claims to be brought against Executive personally (including, by way of example only, if Executive meets the definition of “employer” under applicable law in his individual capacity, such as (without limitation) 29 U.S.C. § 203(d)) in connection with his duties and responsibilities to the Company Group, whether such duties or responsibilities were purportedly rendered as an employee, officer or director; or, (vi) any Company Group Member’s claims, rights or entitlements related to or arising out of any of Executive’s restricted stock units or other stock options or equity holdings, vested or otherwise, as of the Separation Date under any agreement or plan between Executive and any Company Releasee, which, for the avoidance of doubt, includes all equity units maintained in the UP-C structure and the ownership rights of the Executive’s Tax Receivable Agreement (TRA). The Company Group’s release does not extend to any defenses to any claims that Executive is not releasing under this Agreement or to any claims that any third-parties may personally bring against Executive. Further, the Company will provide reasonable assistance (but shall not be required to incur any out-of-pocket expenses), at Executive’s request, with regard to tax information and liquidation of any such stock options or equity holdings of Executive.
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IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the date set forth below:
E2OPEN PARENT HOLDINGS, INC. | |
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| /s/ Jennifer S. Grafton |
Date: | October 10, 2023 |
MICHAEL FARLEKAS | |
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| /s/ Michael A. Farlekas |
Date: | October 10, 2023 |
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