Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
between
CALAMP CORP.
and
RICHARD SCOTT
dated as of
December 16, 2023
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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is made as of the Effective Date (defined below) between CalAmp Corp. (on behalf of itself, its subsidiaries, and its other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders, and agents, referred to throughout this Agreement as the “Employer” or the “Company”), and Richard Scott (referred to throughout this Agreement as “Executive”), and was presented to Executive on the 16th day of November, 2023 (“Presentment Date”). Employer and Executive are sometimes referred to together in this Agreement as the “Parties,” and each individually as a “Party”).
Cash Compensation:
| Salary Continuation in an amount equal to twelve (12) months of Executive’s Base Salary at $325,000.00, less standard withholdings for tax and social security purposes, payable in equal installments coinciding with the regular payroll processing schedule of the Company.
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Exhibit 10.1
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Bonus:
| On the first payroll date following December 29, 2023, provided the signed release shall have been delivered and not been revoked, Executive will receive: • a pro rata portion of his target FY24 bonus based on 303 days worked in FY24, which prorated amount is $134,897.26. |
Equity under the Amended and Restated 2004 Incentive Equity Plan: | Unvested equity awards granted under the Company stock incentive plan prior to 2021 shall continue to vest for a period of 12 months following the Termination Date. Unvested equity awards granted during or after 2021 shall be forfeited.
In addition, unvested PSU awards granted in 2022 shall receive accelerated vesting equivalent to 12 months assuming achievement of the applicable Performance Goals for such performance period. Unvested PSU awards granted in 2023 shall receive accelerated vesting of any PSU’s that would otherwise have vested within the 12-month period after the Termination Date calculated at target achievement, with such PSU’s vesting on the Termination Date. Recipient shall forfeit the remainder of the PSU’s that would otherwise have vested after such date, as outlined below. Per the Executive’s request the Company will make federal withholding for any vesting PSUs at the rate of 37%.
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Benefits: | (1) Continuation through December 31, 2023: • The Executive will receive ongoing benefits until December 31, 2023, inclusive of medical, dental, vision, and Armadacare for Executive and their spouse. (2) COBRA Premium Payments for 18 Months: • Starting from January 1, 2024, and continuing through June 30, 2025, the Company will pay 100% of eighteen (18) months of COBRA premiums for medical, dental, and vision and Armadacare coverage (for seven months for period of January through July, 2024) for the Executive and their spouse. Such payment of COBRA premiums shall not prejudice Executive’s right to participate in COBRA for the remainder of the eligible Cobra period provided in the Consolidated Omnibus Budget Reconciliation Act of 1986. |
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Exhibit 10.1
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In consideration of the Background above, which is an integral part of this Agreement, and for the Separation Consideration described above, which the Parties acknowledge as sufficient, and intending to be legally bound by this Agreement, the Executive and the Employer agree as follows:
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Exhibit 10.1
Executive understands and agrees that he would not be entitled to the Separation Consideration without him signing, and not revoking, this Agreement and fulfilling the promises he made in this Agreement.
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Exhibit 10.1
The Company also agrees that it will not at any time, directly or indirectly, make, ratify, infer, or criticize by means of any disparaging, uncomplimentary, critical, or negative remarks, comments, or statements, public or private, oral or written, concerning Executive. The Company agrees that the Executive is rehirable, and that the Company will not now or in the future categorize or report Executive as “not rehirable”.
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Exhibit 10.1
“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release and that, if known to him would have materially affected his settlement with the debtor or released party.”
So, notwithstanding the provisions of Section 1542, and to implement a full and complete release and discharge of the Released Parties, Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims Executive does not know or suspect to exist in his favor at the time of signing this Agreement, and that this Agreement contemplates the extinguishment of any such claim. Executive represents and warrants that Executive has read this Agreement, including this waiver of California Civil Code Section 1542, and that he has consulted with an attorney about this Agreement, and specifically about the waiver of Section 1542, or has freely chosen to not consult with an attorney, and that Executive understands this Agreement and the Section 1542 waiver, and so Executive freely and knowingly enters into this Agreement. Executive acknowledges that he may later discover facts different from or in addition to those Executive now knows or believes to be true regarding the matters released or described in this Agreement, and even so, Executive agrees that the releases and agreements contained in this Agreement will remain effective in all respects notwithstanding any later discovery of any different or additional facts. Executive assumes any and all risk of any mistake in connection with the true facts involved in the matters, disputes, or controversies released or described in this Agreement or with regard to any facts now unknown to Executive.
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
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Exhibit 10.1
IN WITNESS OF THIS AGREEMENT, the Parties knowingly and voluntarily sign this Agreement on the date below.
EMPLOYER: | EXECUTIVE:
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By: /s/ Jason Cohenour__________________ | /s/ Richard Scott_______________________ |
Jason Cohenour | Richard Scott |
Its: Interim President and CEO |
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Dated: December 16, 2023______________ |
Dated: December 16, 2023______________ |
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