Exhibit 10.3
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Lucas Haldeman (“Employee”) and SmartRent, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”; the direct and indirect current and former subsidiaries and affiliates of the Company, including, without limitation, SmartRent Technologies, Inc. (f/k/a SmartRent.com, Inc.), together with the Company, each individually and collectively referred to as the “Company Group”).
RECITALS
WHEREAS, Employee was employed at-will by the Company Group;
WHEREAS, Employee signed an Employment Agreement on March 17, 2021, as amended by the First Amendment to Employment Agreement between the Parties, effective January 1, 2024 (the “Employment Agreement”);
WHEREAS, Employee signed an Employee Confidentiality and Proprietary Rights Agreement on March 17, 2021 (the “Confidentiality Agreement”);
WHEREAS, Employee was granted certain awards of stock options (“Options”) to purchase shares of the Company’s common stock (“Shares”) and restricted stock units covering Shares (“RSUs”) under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and Amended and Restated 2018 Stock Plan (the “2018 Plan,” and together with the 2021 Plan, the “Plans”) and applicable award agreements thereunder (collectively the “Award Documents”), as set forth in Schedule I attached hereto (such awards, collectively, the “Awards”);
WHEREAS, Employee’s employment with the Company Group is terminating effective July 29, 2024 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company Group and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s relationship with or separation from the Company Group.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
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a. any and all claims relating to or arising from Employee’s relationship with the Company Group and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, the Immigration Reform and Control Act, the Arizona Wage Act, the Arizona Equal Pay Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Fair Wages and Healthy Families Act, and the Arizona Occupational Health and Safety Act;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the withholding or other tax treatment of any of the proceeds received by Employee from the Company Group; and
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h. any and all claims for attorneys’ fees and costs.
Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits. In addition, this release does not extend to any rights of indemnification Employee may have pursuant to any indemnification agreement between the Company Group and Employee, pursuant to the Company’s certificate of incorporation and bylaws, or under any applicable D&O insurance policy with the Company, subject to the respective terms, conditions, and limitations of such indemnification agreement, certificate of incorporation and bylaws, or D&O insurance policy, in each case, as may be applicable.
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() Employee has read this Agreement;
() Employee has a right to consult with an attorney regarding this Agreement, and has been represented in the preparation, negotiation, and execution of this Agreement by an attorney of Employee’s own choice or has elected not to retain an attorney;
() Employee understands the terms and consequences of this Agreement and of the releases it contains;
() Employee is fully aware of the legal and binding effect of this Agreement; and
(e) Employee has not relied upon any representations or statements made by the Company Group that are not specifically set forth in this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
LUCAS HALDEMAN, an individual
Dated: ____7/29/24____________ /s/ Lucas Haldeman
Lucas Haldeman
SMARTRENT, INC.
Dated: ____7/29/24____________ By /s/ Kristen Lee
Kristen Lee
Chief Legal Officer
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SCHEDULE I
Outstanding Equity Awards
Type of Equity Award | Grant Date | Grant Number | Plan | Per Share Exercise Price | Number of Shares Vested or Distributed as of the Separation Date | Number of Shares Outstanding and Unvested as of the Separation Date |
Option | 01/23/2024 | FIDN069PZLN0D | 2021 | $3.36 | 0 | 1,070,859 |
Option | 01/24/2023 | FIDMOW055AE41 | 2018 | $2.87 | 319,233 | 957,702 |
Option | 11/18/2020 | ES-14 | 2018 | $0.64 | 2,033,834 | 184,895 |
Option | 08/17/2019 | ES-01(ISO) | 2018 | $0.47 | 939,911 | 0 |
Option | 08/17/2019 | ES-01(NSO) | 2018 | $0.47 | 1,192,509 | 0 |
RSU | 01/18/2022 | FIDLPZNSYBOJ | 2021 | N/A | 337,915 | 202,751 |
RSU | 08/24/2021 | ES-65 | 2021 | N/A | 55,097 | 27,548 |
RSU | 08/24/2021 | ES-66 | 2021 | N/A | 53,245 | 19,777 |
RSU | 04/19/2021 | ES-15 | 2021 | N/A | 396,869 | 91,586 |
Equity Award Vesting Schedule (to be accelerated as provided in this Agreement)
Vesting Date | Type of Equity Award | Grant Date | Grant Number | Number of Shares Scheduled to Vest* | Per Share Exercise Price |
Aug-16-2024 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Aug-18-2024 | NSO | Nov-18-2020 | ES-14 | 46,223 | $0.64 |
Aug-19-2024 | RSU | Apr-19-2021 | ES-15 | 10,177 | N/A |
Aug-24-2024 | RSU | Aug-24-2021 | ES-65 | 27,548 | N/A |
Aug-24-2024 | RSU | Aug-24-2021 | ES-66 | 1,522 | N/A |
Sep-18-2024 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Sep-18-2024 | NSO | Nov-18-2020 | ES-14 | 46,224 | $0.64 |
Sep-19-2024 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Sep-24-2024 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Oct-18-2024 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Oct-18-2024 | NSO | Nov-18-2020 | ES-14 | 46,224 | $0.64 |
Oct-19-2024 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Oct-24-2024 | RSU | Aug-24-2021 | ES-66 | 1,522 | N/A |
Nov-18-2024 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Nov-18-2024 | NSO | Nov-18-2020 | ES-14 | 46,224 | $0.64 |
Nov-19-2024 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Nov-24-2024 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Dec-18-2024 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Dec-19-2024 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Dec-24-2024 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Jan-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Jan-19-2025 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Jan-23-2025 | NSO | Jan-23-2024 | FIDNO69PZLNOD | 267,714 | $3.36 |
Jan-24-2025 | NSO | Jan-24-2023 | FIDMOWO55AE4I | 319,234 | $2.87 |
Jan-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Feb-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,263 | N/A |
Feb-19-2025 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Feb-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,522 | N/A |
Mar-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Mar-19-2025 | RSU | Apr-19-2021 | ES-15 | 10,177 | N/A |
Mar-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Apr-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Apr-19-2025 | RSU | Apr-19-2021 | ES-15 | 10,176 | N/A |
Apr-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
May-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
May-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Jun-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Jun-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,522 | N/A |
Jul-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Jul-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Aug-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Aug-24-2025 | RSU | Aug-24-2021 | ES-66 | 1,521 | N/A |
Sep-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Oct-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,263 | N/A |
Nov-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Dec-18-2025 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,264 | N/A |
Jan-18-2026 | RSU | Jan-18-2022 | FIDLPZNZSYBOJ | 11,265 | N/A |
Jan-23-2026 | NSO | Jan-23-2024 | FIDNO69PZLNOD | 267,715 | $3.36 |
Jan-24-2026 | NSO | Jan-24-2023 | FIDMOWO55AE4I | 319,234 | $2.87 |
* Shares actually will vest only if and as provided in this Agreement.
Exhibit A
TRANSFERRED DOMAINS
• smartrent.com |
• alloyhome.com |
• alloyautomation.com |
• alloyaccess.com |
• alloyaccess-demo.com |
• alloyaccess-qa.com |
• alloyinstall-qa.com |
• alloyinstall.com |
• alloypass.com |
• alloysmarthome.com |
• alloyparking.com |
• gosmartrent.com |
• selftournow.com |
• smartrent-email.com |
• smartrent-security.com |
• srinternal.io |
• walkinator.com |
• smartrent-ui.com |
Exhibit B
DOMAIN NAME ASSIGNMENT AGREEMENT
THIS DOMAIN NAME ASSIGNMENT AGREEMENT (the “Domain Assignment”) is made and entered into as of July 29, 2024 (the “Effective Date”), by and between Lucas Haldeman (“Employee”), and SmartRent, Inc. (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RECITALS
WHEREAS, Company has used the domain names set forth in Schedule A attached hereto (collectively referred to as the “Domain Names”);
WHEREAS, Employee and the Company intended from the first date of use that Company be the sole and exclusive owner of all such Domain Names; and
WHEREAS, pursuant to the terms and subject to the conditions set forth herein, Employee and Company now wish to document, effect, and confirm such assignment to Company of such Domain Names.
NOW THEREFORE, in consideration of the foregoing and of the promises contained in this Agreement, the Parties agree as follows:
AGREEMENT
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
LUCAS HALDEMAN, an individual
Dated: ______7/29/24__________ /s/ Lucas Haldeman
Lucas Haldeman
SMARTRENT, INC.
Dated: _____7/29/24___________ By /s/ Kristen Lee
Kristen Lee
Chief Legal Officer
SCHEDULE A
TRANSFERRED DOMAINS
• smartrent.com |
• alloyhome.com |
• alloyautomation.com |
• alloyaccess.com |
• alloyaccess-demo.com |
• alloyaccess-qa.com |
• alloyinstall-qa.com |
• alloyinstall.com |
• alloypass.com |
• alloysmarthome.com |
• alloyparking.com |
• gosmartrent.com |
• selftournow.com |
• smartrent-email.com |
• smartrent-security.com |
• srinternal.io |
• walkinator.com |
• smartrent-ui.com |