EX-10.1
SEPARATION AND RELEASE AGREEMENT
This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 30th day of September, 2021 (the “Effective Date”) by and between William C. Lamoreaux, a citizen and resident of Florida (hereinafter “Executive”), and CareMax, Inc., a Delaware corporation (“CareMax”), together with its subsidiaries, including, without limitation, IMC Medical Group Holdings, LLC, a Delaware limited liability company (“IMC”) (collectively, the “Company”).
WHEREAS, pursuant to the terms of that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of December 18, 2020, by and among CareMax (then known as Deerfield Healthcare Technology Acquisitions Corp.), the entities listed in Annex I to the Business Combination Agreement, IMC Holdings, LLC (now known as IMC Holdings, LP, “IMC Parent”), CareMax Medical Group, LLC, a Florida limited liability company (“CMG”), IMC and Deerfield Partners, L.P., CMG and IMC were acquired by CareMax;
WHEREAS, in connection with his employment with IMC, Executive executed an Employment Agreement dated on or about July 2, 2018 between Executive and IMC (the “Employment Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement);
WHEREAS, effective as of the Business Combination, Executive has been employed by the Company as its Executive Vice President;
WHEREAS, Executive’s employment with the Company will be terminated, effective as of September 30, 2021 (the “Termination Date”); and
WHEREAS, pursuant to the Employment Agreement, upon the separation of Executive’s employment under certain circumstances, Executive would receive certain severance benefits upon Executive’s execution of a release in favor of the Company;
WHEREAS, the parties intend that this Agreement will set out the terms of Executive’s employment from the Effective Date through the Termination Date and the terms of Executive’s severance benefits, and provide for the general release of the Company by the Executive; and
WHEREAS, the parties intend that this Agreement supersede any and all prior compensatory agreements, plans, or arrangements between the Company and Executive.
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Executive hereby acknowledges that this Release applies both to known and unknown claims that may exist between Executive and the Company and the Company Parties. Executive expressly waives and relinquishes all rights and benefits which Executive may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to claims known or suspected prior to the date Executive executes this Agreement and does so understanding and acknowledging the significance and consequences of such specific waiver.
Notwithstanding anything in Section 3 above to the contrary, this Release shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due to Executive pursuant to this Agreement; (ii) any claims that cannot be waived as a matter of law; (iii) any indemnification rights Executive may have as a former officer or director of the Company; (iv) any claims for benefits under any directors’ or officers’ liability policy maintained by the Company in accordance with the terms of such policy; (v) any rights Executive may have as to IMC Parent as a holder of equity securities of IMC Parent; (vi) any claims Executive may have to government-sponsored and administered benefits such as unemployment insurance, workers’ compensation insurance (excluding claims for retaliation under workers’ compensation laws), state disability insurance, and paid family leave benefits; and (vii) any benefits that vested on or prior to the Termination Date pursuant to a written benefit plan sponsored by the Company and governed by the federal law known as “ERISA.”
Notwithstanding the foregoing, nothing in this Agreement prohibits Executive from filing a charge with, or participating in any investigation or proceeding conducted by, the U.S. Equal Employment Opportunity Commission or a comparable state or federal fair employment practices agency; provided, however, that this Agreement fully and finally resolves all monetary matters between Executive and the Company and the Company Parties, and by signing this Agreement, Executive acknowledges that Executive is waiving any right to monetary damages, attorneys’ fees and/or costs related to or arising from any such charge, complaint or lawsuit filed by Executive or on Executive’s behalf, individually or collectively.
Notwithstanding the foregoing, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. The Company agrees that it will take no adverse action against Executive for truthful statements and testimony and that it will not seek to obtain any testimony or evidence that is not truthful and that it will not improperly seek to influence or modify any testimony of Executive and that Executive shall not be required to violate any law in connection with any cooperation required hereby.
If to the Company: | If to Executive: |
CareMax Inc. | William C. Lamoreaux
And, until April 30, 2022
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1000 NW 57 Court, Suite 400 Miami, Florida 33126 Attn: General Counsel | |
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This Agreement shall be governed by and interpreted under the laws of the State of Florida without giving effect to (i) any conflicts-of-law provisions or choice of law provisions of the State of Florida or of any other jurisdiction which provisions (if applied) would result in the application of the laws of any other jurisdiction other than of the State of Florida, or (ii) canons of construction or principles of law that construe agreements against the draftsperson. Each party hereby irrevocably submits to the exclusive jurisdiction of the United States District Court located in the Southern District of Florida or any state court located within Miami-Dade County, Florida, in respect of any claim, dispute, or controversy in any way arising out of or relating to this Agreement or Executive’s employment with the Company or the termination thereof, and each party hereby waives, and agrees not to assert as a defense in any action, suit or proceeding in which any such claim is made, that such party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Any appellate proceedings shall take place in the appropriate courts having appellate jurisdiction over the courts set forth in this section. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING DESCRIBED IN THIS SECTION.
If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement that can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT. EXECUTIVE ALSO ACKNOWLEDGES THAT EXECUTIVE IS HEREBY ADVISED BY THE COMPANY IN WRITING TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. EXECUTIVE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN SECTION 2, EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST THE COMPANY PARTIES.
[Signature page follows.]
IN WITNESS WHEREOF, each of the parties hereto acknowledges having read and understood the contents and effect of this Agreement and has executed this Agreement freely and with full authority duly given, all as of the date first above written.
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THE COMPANY: | ||
CAREMAX, INC. | ||
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By: |
| /s/ Carlos de Solo |
Name: Carlos de Solo | ||
Title: Chief Executive Officer | ||
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EXECUTIVE: | ||
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/s/ William C. Lamoreaux | ||
William C. Lamoreaux | ||
Reaffirmed by Executive as of the Termination Date: | ||
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/s/ William C. Lamoreaux | ||
William C. Lamoreaux |