Separation and Transition Agreement Sample Contracts

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • February 3rd, 2022 • Cantaloupe, Inc. • Calculating & accounting machines (no electronic computers) • Delaware

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is entered into by and between Cantaloupe, Inc. (f/k/a USA Technologies, Inc.), a Pennsylvania corporation (the “Company”), and R. Wayne Jackson (“Employee”), as of February 4, 2022.

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SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • January 24th, 2012 • MRV Communications Inc • Semiconductors & related devices • California

This SEPARATION AND TRANSITION AGREEMENT (this “Agreement”) is entered into as of the 23rd day of January, 2012, by and between MRV Communications, Inc., a Delaware corporation (“MRV” or the “Company”) and Blima Tuller (the “Executive”).

EX-10.47 8 d275067dex1047.htm SEPARATION AND TRANSITION AGREEMENT THIS SEPARATION AND TRANSITION AGREEMENT is entered into as of September 24, 2011 by and among the Parties. R E C I T A L S
Separation and Transition Agreement • May 5th, 2020 • Massachusetts

WHEREAS, Employee is currently employed as the Chief Scientific Officer of RXi pursuant to the Existing Employment Agreement;

Separation and Transition Agreement September 2, 2015 Tracy K. Price c/o ABM Industries Incorporated Irvine, CA 92618 Dear Tracy:
Separation and Transition Agreement • May 5th, 2020 • California

This Separation and Transition Agreement (this “Separation Agreement”) between ABM Industries Incorporated (“Company” or “ABM”) and you sets forth the terms of your separation from the Company, including certain waivers and releases by you required under your Employment Agreement dated January 13, 2015 (the “Employment Agreement”) in order to receive certain separation payments and benefits, as set forth in detail below. This Separation Agreement also sets forth the terms of your transition period with the Company for a limited period of time. By signing this Separation Agreement, you and the Company agree as follows:

EX-10.2 3 d418380dex102.htm SEPARATION AND TRANSITION AGREEMENT Separation and Transition Agreement
Separation and Transition Agreement • May 5th, 2020 • Maryland

This Separation and Transition Agreement (this “Transition Agreement”) is made as of October 1, 2012 by and among U.S. Silica Company, a Delaware corporation (the “Company”), U.S. Silica Holdings, Inc., a Delaware corporation (“Holdings”), and Brian Slobodow (“Executive,” and together with the Company and Holdings, the “Parties”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • December 14th, 2009 • Encana Corp • Crude petroleum & natural gas • Alberta

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:

Separation and Transition Agreement
Separation and Transition Agreement • February 22nd, 2023 • Root, Inc. • Fire, marine & casualty insurance • Ohio

This Separation and Transition Agreement (the “Transition Agreement”) is made and entered into by and between Root, Inc. (“Root” or the “Company”) and Daniel Rosenthal, an individual (“Executive”).

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE
Separation and Transition Agreement • April 11th, 2018 • Falconstor Software Inc • Services-prepackaged software • New York

In return for the mutual promises in this Separation and Transition Agreement and General Release (the “Agreement”), FALCONSTOR SOFTWARE, INC. (the “Company”), 823 Congress Ave, Suite 1300, Austin, Texas 78701, its predecessor companies, and its and their respective stockholders, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), and PATRICK MCCLAIN, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “You”), agree as follows:

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • March 24th, 2017 • Us Concrete Inc • Concrete products, except block & brick • Texas

This Separation and Transition Agreement (the “Agreement”) is dated as of this 23rd day of March, 2017 (the “Effective Date”), by and between U.S. Concrete, Inc., a Delaware corporation (together with its successors and assigns, the “Company”) and Joseph C. Tusa, Jr. (the “Executive”).

FORM OF SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • December 13th, 2019 • Florida

made and entered into on [DATE] by and between JEA, a body politic and corporate under the laws of the State of Florida and an independent agency of the Consolidated City of Jacksonville (hereinafter referred to as “JEA”), and Aaron F. Zahn, an individual currently residing in Florida, hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall have the meanings in the Employment Agreement for Managing Director and Chief Executive Officer, dated as of July 23, 2019 (the “Employment Agreement”), between JEA and Service Provider.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • November 9th, 2021 • Evolve Transition Infrastructure LP • Crude petroleum & natural gas • Texas

This SEPARATION AND TRANSITION AGREEMENT and Exhibits (collectively, this “Agreement”) is entered into on November 3, 2021 (the “Execution Date”) by and between Gerald F. Willinger (“Executive”), on the one hand, and Evolve Transition Infrastructure GP LLC (formerly known as Sanchez Midstream Partners GP LLC), a Delaware limited liability company (the “Company”) and general partner of Evolve Transition Infrastructure LP (formerly known as Sanchez Midstream Partners LP), a Delaware limited partnership (“Partnership” and, together with the Company, the “Employer Parties”), on the other hand. Executive, the Company and the Partnership are collectively referred to herein as the “Parties,” and individually as a “Party.” Unless otherwise defined herein, all capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in certain Amended and Restated Executive Services Agreement for Realignment by and between Executive, the Company and

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 5th, 2023 • Acadia Healthcare Company, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Separation Agreement (this “Agreement”), dated July 5, 2023, is effective as of the “Effective Date” (as defined below), between Acadia Management Company, LLC (the “Company”) and Chris Howard (“Employee”), and for the purposes of Section 3 only, Acadia Healthcare Company, Inc. (“Acadia” and with the Company and Employee, collectively, the “Parties”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 16th, 2007 • Municipal Mortgage & Equity LLC • Real estate • Maryland

This Separation and Transition Agreement is made this 16th day of July, 2007 by and among Municipal Mortgage & Equity, LLC (the “Company”), MMA Financial, Inc. (“Employer”) and Melanie M. Lundquist (“Employee”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • October 15th, 2019 • Lydall Inc /De/ • Motor vehicle parts & accessories • Connecticut

This Separation and Transition Agreement (“this Agreement”) is made and entered into by and among Lydall, Inc. (the “Company”), on the one hand, and Dale G. Barnhart (“Barnhart”) on the other hand (collectively, the “Parties”) is dated October 11, 2019 and effective as of November 18, 2019 (the “Effective Date”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • January 12th, 2021 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Delaware

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is entered into by and between USA Technologies, Inc., a Pennsylvania corporation (the “Company”), and Jeff Vogt (“Employee”), as of January 11, 2021.

EX-10.1 2 d385838dex101.htm EX-10.1 SEPARATION and TRANSITION AGREEMENT, AND GENERAL RELEASE June 7, 2017
Separation and Transition Agreement • May 5th, 2020 • Missouri

This Separation and Transition Agreement, and General Release (“Agreement”) is made and entered into by and between Brian Hamm (“Colleague”) and Energizer Brands, LLC. (“Energizer”). For purposes of this Agreement, the term “Energizer” shall include not only Energizer Brands, LLC, but also Energizer Holdings, Inc., American Covers, Inc., and all current and former parent, subsidiary and affiliated companies, predecessors, successors, and assigns of the aforementioned entities, and all past, present, and future officers, board of directors, attorneys, agents, representatives, stockholders, and employees of any of the foregoing. In consideration of the following promises, the parties agree to the following:

Separation and Transition Agreement
Separation and Transition Agreement • February 4th, 2022 • Exicure, Inc. • Pharmaceutical preparations • Illinois

This Separation and Transition Agreement (the “Agreement”) is made and entered into by and between Exicure, Inc. (the “Company”), and David A. Giljohann, Ph.D., an individual (“Employee,” “Giljohann” or “you”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • May 12th, 2008 • Entravision Communications Corp • Television broadcasting stations • California

This Separation and Transition Agreement (the “Agreement”) is entered into effective April 11, 2008, by and between John F. DeLorenzo, in his individual capacity (“DeLorenzo”) and Entravision Communication Corporation, a Delaware corporation (the “Company”), as set forth below.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 21st, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of this 16 th day of July 2010 (the “Effective Date”), by and between Zep Inc., a Delaware corporation (the “Company”), and C. Francis Whitaker III, an individual (the “Executive”).

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE
Separation and Transition Agreement • August 17th, 2017 • Falconstor Software Inc • Services-prepackaged software • New York

In return for the mutual promises in this Separation and Transition Agreement and General Release (the “Agreement”), FALCONSTOR SOFTWARE, INC. (the “Company”), 2 Huntington Quadrangle, Melville, NY 11747, its predecessor companies, and its and their respective stockholders, affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), and DANIEL MURALE, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “You”), agree as follows:

RECITALS
Separation and Transition Agreement • November 14th, 2011 • Galena Biopharma, Inc. • Pharmaceutical preparations • Massachusetts

WHEREAS, Employee is currently employed as the Vice President of Pharmaceutical Development of RXi pursuant to the Existing Employment Agreement;

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • March 1st, 2016 • Ontario

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:

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SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • May 8th, 2008 • Green Mountain Coffee Roasters Inc • Miscellaneous food preparations & kindred products

SEPARATION AND TRANSITION AGREEMENT made and entered into in Reading, Massachusetts, by and between Keurig Incorporated (the “Company”), a Delaware corporation and a wholly owned subsidiary of the Parent (as defined below) with its principal place of business at Reading, Massachusetts, Green Mountain Coffee Roasters, Inc. (the “Parent”), a Delaware corporation with its principal place of business at Waterbury, Vermont, and Nicholas Lazaris, of Newton, Massachusetts (the “Executive”), effective as of the Effective Date defined in Section 1(a) hereof.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • October 21st, 2019 • Gulf Island Fabrication Inc • Fabricated structural metal products • Texas

This Separation Agreement (the “Agreement”), by and between Gulf Island Fabrication, Inc., a Louisiana corporation (the “Company” and, together with its affiliates and subsidiaries, the “Company Group”), and Kirk J. Meche (the “Executive” and, together with the Company, the “Parties”) is effective October 18, 2019 (the “Effective Date”).

SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation and Transition Agreement • May 23rd, 2014 • Extreme Networks Inc • Computer communications equipment • California

THIS SEPARATION AND TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”) is entered into by and between Mr. John Kurtzweil (“Executive”) and Extreme Networks, Inc. (the “Company”). This Agreement will become effective on the eighth day after it is signed by Executive (the “Effective Date”), provided that Executive has not revoked this Agreement (by email notice to aamadia@extremenetworks.com) prior to that date.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • June 21st, 2017 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New Hampshire

This Separation and Transition Agreement (“this Agreement”) is made and entered into by and among FLIR Systems, Inc. (the “Company”), on the one hand, and Andrew C. Teich (“Teich”) on the other hand (collectively, the “Parties”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • September 9th, 2009 • Hyatt Hotels Corp • Hotels & motels • Illinois

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is entered into as of May 5, 2008 (the “Effective Date”), by and among Global Hyatt Corporation and Hyatt Corporation, each a Delaware corporation (together with each of its successors and assigns sometimes singularly or collectively referred to herein as the “Company”), and Kirk Rose (“Executive”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • February 11th, 2019 • Waitr Holdings Inc. • Services-business services, nec • Louisiana

THIS SEPARATION AND TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of February 11, 2019 (the “Effective Date”) by and between David Pringle (“Employee”) and Waitr Holdings Inc., a Delaware corporation (“Employer”).

Separation and Transition Agreement
Separation and Transition Agreement • July 26th, 2013 • Spirit Airlines, Inc. • Air transportation, scheduled • Florida

You have informed us of your desire to resign from your employment with Spirit Airlines, Inc. (“Spirit” or the “Company”). Spirit would like you to remain fully dedicated in your capacity as Senior Vice President and Chief Operating Officer of the Company for a transition period while the Company recruits your successor in that role. This Separation and Transition Agreement (“Agreement”) is entered in connection with your decision to receive the separation and executive transition package offered by Spirit. The purpose of this Agreement is to summarize the benefits that will be available to you in return for your continuing to serve the Company in your current role during an agreed transition period, providing the Company a release of claims and certain other undertakings by you and the Company.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • October 23rd, 2019 • 2U, Inc. • Services-prepackaged software • Maryland

This SEPARATION AND TRANSITION AGREEMENT (together with any Exhibits hereto, this “Agreement”) is entered into by and between 2U, Inc. (“2U” or “Company”) and Catherine A. Graham (“Executive” and, together with the Company, the “Parties”) and confirms the agreement that has been reached with Executive in connection with Executive’s departure from the Company. The Company and Executive, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound, hereby agree as follows:

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • November 14th, 2023 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies

This Separation and Transition Agreement, dated August 4, 2023 (“Agreement”), is made and entered into by and between Susan K. Drath (“Colleague”) and Energizer Brands, LLC (“Energizer”). For purposes of this Agreement, the term “Energizer” shall include not only Energizer Brands, LLC, but also Energizer Holdings, Inc., and all current and former parent, subsidiary and affiliated companies, predecessors, successors and assigns of the aforementioned entities, and all past, present and future officers, boards of directors, attorneys, agents, representatives, stockholders and employees of any of the foregoing.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • October 12th, 2023 • Walgreens Boots Alliance, Inc. • Retail-drug stores and proprietary stores • Illinois

This Separation Agreement (this “Agreement”) is made as of August 31, 2023, by and between Rosalind Brewer (the “Employee”) and Walgreens Boots Alliance, Inc. (the “Employer”).

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • January 3rd, 2018 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts

The purpose of this letter agreement (this “Agreement”) is to confirm the terms of the remainder of your employment with Acceleron Pharma Inc. (the “Company”) and your separation from the Company. Reference is made to the letter agreement between you and the Company dated August 26, 2013, as amended by the First Amendment to the Amended and Restated Employment Agreement dated March 4, 2016 (as amended, the “Employment Agreement”). Capitalized terms that are used but not defined herein shall have the meanings ascribed to those terms in the Employment Agreement.

SEPARATION AND TRANSITION AGREEMENT
Separation and Transition Agreement • July 8th, 2019 • Penn Virginia Corp • Crude petroleum & natural gas • Texas

This SEPARATION AND TRANSITION AGREEMENT (this “Agreement”) is entered into by and between Penn Virginia Corporation (the “Company”) and Steven A. Hartman (the “Executive”) effective, except as provided in Section 3.3 below, as of this 1st day of July 2019.

AMENDED AND RESTATED EXECUTIVE SEPARATION AND TRANSITION AGREEMENT RECITALS:
Separation and Transition Agreement • March 8th, 2023 • Tiptree Inc. • Fire, marine & casualty insurance • New York

WHEREAS, the Company and Executive are parties to that certain Executive Separation and Transition Agreement, dated as of October 14, 2022 (the “Original Agreement”), between Tiptree Inc., a Maryland corporation (the “Company” or “Tiptree”), and Sandra Bell, an individual (“Executive” and, together with Tiptree Inc., the “Parties”); and

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