Exhibit 10.1
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENT
This Confidential Separation and General Release Agreement (this “Agreement”) is made and entered into as of May 15, 2023 by and among Brent Pearson (“Executive”) and Great Elm Group, Inc. (“GEG”), on behalf of itself and its subsidiaries, and their parent, successor, predecessor, affiliate and related entities (collectively, the “Company”). References to the “Parties” means the Executive and the Company.
RECITALS
WHEREAS, Executive is currently employed as Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”) of GEG;
WHEREAS, Executive has tendered his resignation effective as of the date hereof from his role as CFO and CAO of GEG and as an officer and director, as applicable, from each subsidiary of GEG; provided, Executive shall remain an active non-executive employee of GEG until the Separation Date (as defined below); and
WHEREAS, the Company has agreed to accept Executive’s resignation under the terms and conditions set forth in this Agreement in exchange for Executive’s execution of this Agreement, including the general release of claims provided herein.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
4123-3075-3597.13
2,083 of Executive’s unvested Shares awarded pursuant to the February 5, 2021 Grant, 2,615 of Executive’s unvested Shares awarded pursuant to the September 24, 2021 Grant, and 19,976 of Executive’s unvested Shares awarded pursuant to the September 20, 2022 will vest on June 30, 2023.
(iii) For the avoidance of doubt, the Parties agree that Executive shall be entitled to receive his matching contribution under the Company’s 401(k) plan for calendar year 2023 at the same time as other employees of the Company calculated in a manner consistent with past practices.
(iv) Further, the Parties agree that Executive shall be reimbursed for approved out of pocket business expenses provided that submission is made through the Company’s T&E system within 30 days of the date of this Agreement.
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[Signature Page Follows]
/s/ Brent Pearson |
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| May 15, 2023 | ||
Brent Pearson |
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By: |
| /s/ Adam Kleinman |
| Execution Date |
| May 15, 2023 |
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| Adam Kleinman |
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| President and Secretary |
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Exhibit A
Further Release (To Be Signed on or After the Separation Date)
Brent Pearson (“Executive”) and Great Elm Group, Inc. (“GEG”), on behalf of itself and its subsidiaries, and their parent, successor, predecessor, affiliate and related entities (collectively, the “Company”). acknowledge and agree that Executive’s employment ended effective _________________ (the “Separation Date”). In consideration of (i) Executive’s executing and not revoking this Further Release, and (ii) Executives’ compliance and continued compliance with the terms and conditions of the Separation Agreement entered into between you and the Company on ______________, 2023 (the “Separation Agreement”), in addition to the payments and benefits set forth in the Separation Agreement, the Company agrees to pay you final earnings and provide active employee benefits through the Separation Date as Consideration for this Further Release.
[Signature page follows]
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Brent Pearson |
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By: |
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| Adam Kleinman |
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| General Counsel |
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