EXHIBIT 10.18
SEVERANCE AGREEMENT AND GENERAL RELEASE
Astra Space, Inc., its affiliates, subsidiaries, divisions, successors and assigns, including Astra Space Operations, Inc. and their current and former employees, officers, directors and agents (collectively the “Employer”), and Kelyn J. Brannon, her heirs, executors, administrators, successors, and assigns (collectively “Employee”), agree that:
LEGAL\59500777\3
LEGAL\59500777\3
Employee agrees and understands that she is fully and finally releasing all past, present and future claims, and that the Severance Agreement and General Release includes the release of any claims which Employee now has or might have in the future as a result of past events, even if she does not know of them at the time she signs the Severance Agreement and General Release, except as provided immediately below in the next paragraph. Further, Employee hereby waives and assumes the risk of any and all claims for damages which exist as of the date she signs the Severance Agreement and General Release of which she does not know, whether through ignorance, error, oversight, negligence or otherwise, and which if known, would materially affect her decision to enter the Severance Agreement and General Release.
Employee’s release of claims is not intended to waive her rights, if any, to claim the following: unemployment benefits; benefits under The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or other state insurance continuation rights, including premium assistance under the American Rescue Plan Act of 2021; or vested benefits under any applicable qualified or nonqualified benefit plans or any claims under this Severance Agreement and General Release or for indemnification by the Company, including under the Indemnification Agreement. Employer reserves any and all defenses and/or offsets, if any, which it has or might have against any claims that Employee makes with respect to any of the above claims.
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
LEGAL\59500777\3
EXIST IN HIS/HER OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM/HER OR HER MUST HAVE MATERIALLY AFFECTED HIS/HER OR HER SETTLEMENT WITH THE DEBTOR.
Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of the parties, Employee expressly acknowledges that the Severance Agreement and General Release is intended to include in its effect, without limitation, all claims not known or suspected to exist in her favor at the time of signing the Severance Agreement and General Release, subject to the limitations set forth in Paragraph 4 above, and that the Severance Agreement and General Release contemplates the extinguishment of any such claim or claims which she has or may have against the Employer. Employee knows of no actions at law or in equity nor administrative proceedings currently pending, which concern allegations based on or related to Employee’s employment with or separation from employment with Employer.
Employee warrants that she has read the Severance Agreement and General Release including the waiver of Section 1542, and that she has consulted counsel about the Severance Agreement and General Release and specifically about the waiver of Section 1542, and that Employee understands the Severance Agreement and General Release and the Section 1542 waiver, and so freely and knowingly enters into the Severance Agreement and General Release. Employee acknowledges that she may hereafter discover facts different from or in addition to those she now knows or believes to be true regarding the matters released or described in the Severance Agreement and General Release, and she agrees that the releases and agreements contained in the Severance Agreement and General Release shall be and will remain effective in all respects notwithstanding any later discovery of any such different or additional facts. Employee hereby assumes any and all risk of any mistake in connection with the true facts involved in the matters, disputes, or controversies described in the Severance Agreement and General Release or with regard to any facts which are now unknown to her relating to such matters, disputes or controversies.
LEGAL\59500777\3
Employee agrees and understands that she has a legal right to revoke her release of claims arising under the ADEA at any time within seven (7) days after she signs the Severance Agreement and General Release. If Employee wishes to so revoke, she must do so in writing, by hand delivery, mail or email during the seven-day revocation period, addressed as follows:
Carla Supanich
Astra Space, Inc.
1900 Skyhawk St.
Alameda, California 94501
carla@astra.com
Employee also understands, however, that if she revokes her release of claims arising under the Age Discrimination in Employment Act, she will no longer be eligible to receive the Severance Benefits.
LEGAL\59500777\3
LEGAL\59500777\3
LEGAL\59500777\3
PLEASE READ THIS SEVERANCE AGREEMENT AND GENERAL RELEASE CAREFULLY BEFORE SIGNING. THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS EMPLOYEE MAY HAVE AGAINST EMPLOYER.
HAVING ELECTED TO EXECUTE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SEVERANCE BENEFITS, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS SHE HAS OR MIGHT HAVE AGAINST EMPLOYER.
[Remainder of the page intentionally left blank. Signature page follows.]
LEGAL\59500777\3
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed the Severance Agreement and General Release as of the date set forth below:
/s/ Kelyn J. Brannon
KELYN J. BRANNON
Date: November 10, 2022_________________
ASTRA SPACE, INC.
/s/ Chris Kemp
By: Chris Kemp
Its: Chief Executive Officer
LEGAL\59500777\3