Transition and Separation Agreement Sample Contracts

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 17th, 2022 • Intercontinental Exchange, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

This Transition and Separation Agreement (the “Agreement”) is entered into by and between David S. Goone (“Employee”) and Intercontinental Exchange Holdings, Inc., a wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”, and collectively with Intercontinental Exchange Holdings, Inc., the “Company”).

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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 30th, 2021 • Aon PLC • Insurance agents, brokers & service • Illinois

This Transition and Separation Agreement (this “Agreement”), is entered into on the date set forth beneath the Executive’s signature and is effective as of July 27, 2021 (the “Effective Date”), by and between Aon Corporation, a Delaware corporation (the “Company”), and Anthony R. Goland (the “Executive”).

Transition and Separation Agreement and General Release1
Transition and Separation Agreement • December 8th, 2023 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment

This Transition and Separation Agreement and General Release and Exhibits (collectively, the “Agreement”) is entered into between Pasquale Romano, ChargePoint, Inc. (the “Company”), a wholly-owned subsidiary of ChargePoint Holdings, Inc. (“Parent”), and Parent. This Agreement concerns the terms of your transition and separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of an effective general release of claims and covenant not to sue as provided below. If you agree to the terms outlined here, please sign and return this Agreement to me in the timeframe outlined below.

AMENDMENT TO TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 10th, 2020 • ProSight Global, Inc. • Fire, marine & casualty insurance

This Amendment is made the 23rd day of January 2020 by and between ProSight Global, Inc., a Delaware corporation (“Company”), and Joseph Beneducci (the “Executive”), as an amendment to the Transition and Separation Agreement entered into by the Company, ProSight Global Holdings Limited (“PGHL”) and the Executive dated the 3rd day of May, 2019 (the “Separation Agreement”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 6th, 2020 • Ardelyx, Inc. • Pharmaceutical preparations • California

This Transition and Separation Agreement (the “Agreement”) by and between Mark Kaufmann (“Executive”) and Ardelyx, Inc. (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 7th, 2012 • Geron Corp • Pharmaceutical preparations • California

This Transition and Separation Agreement (the “Agreement”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) by and between David J. Earp (“Executive”) and Geron Corporation (the “Company”), with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 10th, 2022 • Desktop Metal, Inc. • Special industry machinery, nec • Massachusetts

This Transition and Separation Agreement (the “Agreement”) is made as of February 2, 2022, by and between Ilya Mirman set forth in this Agreement, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offer Letter (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • February 20th, 2013 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California

This Transition and Separation Agreement (the “Agreement”) is made by and between Roxanne Oulman (“Executive”) and Thoratec Corporation, a California corporation (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 5th, 2023 • InnovAge Holding Corp. • Services-health services • Colorado

This Transition and Separation Agreement (this “Agreement”) is entered into, as of July 3, 2023 (the “Effective Date”), between Total Community Options, Inc., dba Innovage (the “Company”) and Barbara Gutierrez (“Employee” and with the Company, together, the “Parties”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 13th, 2014 • United Online Inc • Services-computer programming, data processing, etc. • California

This Transition and Separation Agreement (the “Agreement”) is made as of January 24, 2014 by and between United Online, Inc., a Delaware corporation (the “Company”), and Neil P. Edwards (“Executive”). The Company and Executive are collectively referred to herein as the “Parties”. Capitalized terms not defined herein will have the meanings ascribed to them in the Employment Agreement (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • September 26th, 2016 • ViewRay, Inc. • Electromedical & electrotherapeutic apparatus • California

This Transition and Separation Agreement (the “Agreement”) by and between David Chandler (“Executive”) and ViewRay, Inc. (the “Company”) is dated as of June 8, 2016 and is made effective as of eight (8) days after Executive’s signature hereto (the “Effective Date”), unless Executive revokes his acceptance of this Agreement as provided in Section 6(d) below.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 13th, 2014 • Codexis Inc • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between Matthew B. Tobin (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”) (the Executive and the Company are collectively referred to herein as the “Parties” or individually as a “Party”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • April 30th, 2021 • GameStop Corp. • Retail-computer & computer software stores • Texas

Employee and GameStop have voluntarily agreed to enter into this Agreement, which sets forth the complete understanding between them regarding the cessation of Employee’s service as Executive Vice President and Chief Merchandising Officer of GameStop, Employee’s provision of transition services until his Separation Date, and the commitments and obligations arising out of the termination of the employment relationship between Employee and GameStop.

TRANSITION and Separation AGREEMENT and release of claims
Transition and Separation Agreement • August 2nd, 2022 • Phathom Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey

This Transition and Separation Agreement and Release of Claims (the “Agreement”) is entered into by and among Anthony Guzzo (“Executive”) and Phathom Pharmaceuticals, Inc. (the “Company”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 17th, 2008 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho

SEPARATION AGREEMENT (“Agreement”) dated as of November 14, 2008, by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Jon Berger (“Executive”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • August 10th, 2023 • BRC Inc. • Beverages

This Transition and Separation Agreement (the “Agreement”) is entered into by and between Black Rifle Coffee Company LLC (the “Company”), BRC Inc. (“BRC”) and Heath Nielsen (“Employee”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 15th, 2019 • Parker Drilling Co /De/ • Drilling oil & gas wells • Texas

THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”), is made and entered into as of July 11, 2019 (the “Effective Date”), by and between Parker Drilling Company, a Delaware corporation (“PDC”), Parker Drilling Management Services Ltd., a Nevada corporation and wholly-owned subsidiary of PDC (“PDMS”), and Gary Rich (“Executive”). For purposes of this Agreement, PDC and PDMS shall be collectively referred to as the “Company”. The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties”. Defined terms shall have the meanings ascribed to them in Appendix A.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 4th, 2022 • Codexis, Inc. • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between John Nicols (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • March 5th, 2012 • Codexis Inc • Industrial organic chemicals • California

This Transition and Separation Agreement (the “Agreement”) by and between Alan Shaw, Ph.D. (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 7th, 2020 • Calumet Specialty Products Partners, L.P. • Petroleum refining • Indiana

This TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is made, as of the “Effective Date” (as defined in Section 14 below), by and between Timothy Go (“Executive”), Calumet GP, LLC, Calumet Specialty Products Partners, L.P., a Delaware limited partnership and its direct or indirect subsidiaries and other affiliates (collectively, the “Company”). Executive and the Company hereby agree as follows:

TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Transition and Separation Agreement • February 2nd, 2022 • 1847 Goedeker Inc. • Retail-home furniture, furnishings & equipment stores

This TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into as of January 31, 2022 (the “Effective Date”) by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and Robert D. Barry (“Employee”). Employee and the Company are each referred to herein individually as a “Party” and collectively as the “Parties.”

Contract
Transition and Separation Agreement • July 28th, 2022 • Zendesk, Inc. • Services-computer processing & data preparation • California
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TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • April 9th, 2008 • Churchill Downs Inc • Services-racing, including track operation • Florida

This TRANSITION AND SEPARATION AGREEMENT (“Agreement”), dated April 7, 2008, is entered into by and between CHURCHILL DOWNS INCORPORATED and C. KENNETH DUNN (“Ken”) (together the “Parties”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 10th, 2016 • AdvancePierre Foods Holdings, Inc. • Food and kindred products • Ohio

This Transition and Separation Agreement (this “Agreement”) is made as of this 7th day of November, 2016 (the “Effective Date”), by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (“Holdings”), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the “Company”), and John Simons (“Executive”).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • May 7th, 2015 • Aveo Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Transition and Separation Agreement, dated as of January 6, 2015 (the “Agreement”), is entered into by and between AVEO Pharmaceuticals, Inc., a Delaware corporation, having its principal place of business at 650 East Kendall Street, Cambridge, MA 02142 (the “Company”) and Tuan Ha-Ngoc (the “Employee”) (each, a “Party” and, collectively, the “Parties”).

AMENDMENT NO. 1 TO EXECUTIVE TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • April 13th, 2023 • Aceragen, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Amendment No. 1 to Executive Transition and Separation Agreement (this “Agreement”), is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Vincent Milano (“You”) and Aceragen, Inc. (formerly known as Idera Pharmaceuticals, Inc.), a Delaware corporation (together with its wholly owned subsidiaries and affiliates, the “Company”). You and the Company are collectively referred to as the “Parties” throughout this Agreement.

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • December 19th, 2013 • Craft Brew Alliance, Inc. • Malt beverages

The parties to this Transition and Separation Agreement (this "Agreement") are Sebastian Pastore ("Employee") and Craft Brew Alliance, Inc. (the "Company").

AMENDMENT TO TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • October 2nd, 2014 • Global Payments Inc • Services-business services, nec

WHEREAS, Suellyn P. Tornay and Global Payments Inc. are parties to a Transition and Separation Agreement dated December 12, 2013 (the “Agreement”); and

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • November 9th, 2011 • diaDexus, Inc. • Pharmaceutical preparations • California

This Transition and Separation Agreement (the “Agreement”) is made by and between Robert Wolfert (“Executive”) and diaDexus, Inc., a Delaware corporation (the “Company”), effective as of eighth day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

Transition and Separation Agreement
Transition and Separation Agreement • April 6th, 2021 • Precision Biosciences Inc • Biological products, (no disgnostic substances) • North Carolina

This Transition and Separation Agreement (“Agreement”) is made as of April 1, 2021 (the “Notice Date”), by and between Precision BioSciences, Inc. (the “Company”) and Matthew Kane (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • July 21st, 2011 • Wet Seal Inc • Retail-women's clothing stores • California

This Transition and Separation Agreement (the “Agreement”) is made by and between Jon C. Kubo (“Executive”) and The Wet Seal, Inc., a Delaware corporation, and any of its affiliates (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • February 28th, 2020 • Faro Technologies Inc • Measuring & controlling devices, nec • Florida

This Transition and Separation Agreement (this “Agreement”), dated this 25th day of February, 2020, is entered into by and between FARO Technologies, Inc. (the “Company”), and Jody S. Gale (“Gale”).

Transition and Separation Agreement
Transition and Separation Agreement • June 17th, 2022 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York

This Transition and Separation Agreement (“Agreement”) is made as of June 15, 2022 (the “Notice Date”), by and among ATAI Life Sciences US, Inc. (the “Company”), ATAI Life Sciences N.V. (“Parent”) and Greg Weaver (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • August 8th, 2018 • Frank's International N.V. • Oil & gas field services, nec • Texas

This TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and among Burney J. Latiolais, Jr. (“Executive”), Frank’s International, LLC (the “Company”), and Frank’s International N.V. (“FINV”) (the Company and FINV, collectively, with all of FINV’s subsidiaries and affiliated companies and entities, the “FINV Entities”). The Company, FINV, and Executive are referred to herein individually as a “Party” and collectively as the “Parties.”

TRANSITION AND SEPARATION AGREEMENT
Transition and Separation Agreement • June 28th, 2019 • ProSight Global, Inc. • Fire, marine & casualty insurance • New York

This Transition and Separation Agreement (the “Agreement”) is made this 3rd day of May, 2019 (the “Effective Date”), by and among ProSight Specialty Insurance Holdings, Inc., a Delaware corporation (“PSIH”) and ProSight Global Holdings Limited, an exempted company incorporated in Bermuda (“PGHL” and together with PSIH, the “Company”), and Joseph Beneducci (the “Executive”).

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