Exhibit 10.2
SEPARATION AND RELEASE OF CLAIMS AGREEMENT
This Separation and Release of Claims Agreement (this “Agreement”) is entered into by LifeStance Health Group, Inc. (“LifeStance”), LifeStance Health, Inc. (the “Company”, and collectively with LifeStance and its affiliates, the “Company Group”) and Danish Qureshi (“Employee”) on June 30th, 2024. For purposes of this Agreement, “affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise, and their respective officers, employees and directors.
RECITALS
A. Employee and the Company Group have agreed that Employee’s employment with the Company Group shall terminate effective at 5:00 p.m. PST on June 30th, 2024;
B. Employee and the Company Group desire to resolve all disputes that may exist between them, whether known or unknown, including, but not limited to, disputes relating to Employee’s employment relationship with the Company Group and the termination of that employment relationship. To that end, Employee and the Company Group agree as set forth below.
AGREEMENT
Severance Pay. The Company will continue to pay Employee his base salary as in effect on the Termination Date for a period of eighteen (18) months following the Termination Date (in an aggregate amount equal to $525,000.06 (the “Severance Pay”)), payable in substantially equal installments on the Company’s regular payment dates in accordance with the Company’s regular payroll practices as in effect from time to time following the Termination Date, with the first payment commencing on the Company’s first payroll date following the effective date of this Agreement. For the sake of clarity the Severance Pay shall not be subject to mitigation or reduction except as specifically provided in this Agreement.
2
“Management Investors. Until the first anniversary of June 30th, 2024, no Management Investor shall Transfer a number of Shares exceeding the greater of: (i) that number of Shares the Transfer of which would result in the Relative Ownership Percentage of such Management Investor immediately following such Transfer being less than the Relative Ownership Percentage of the TPG Investor immediately following such Transfer; and (ii) twenty-five percent (25%) of the Vested Equity of such Management Investor at the time of Transfer, in any three-month period (for the avoidance of doubt, excluding any Excluded Transfers).”
3
4
5
6
7
[SIGNATURE PAGE FOLLOWS]
8
IN WITNESS WHEREOF, LifeStance and Employee have executed and delivered this Separation and Release of Claims Agreement as of the date first written above.
LifeStance Health Group, Inc. |
|
|
/s/ Ryan Pardo |
Name: Ryan Pardo |
Title: Chief Legal Officer, Vice President and Secretary |
|
|
/s/ Danish Qureshi |
Danish Qureshi |