End of Employment Contract

END OF EMPLOYMENT CONTRACT

This End of Employment Contract (the "Agreement") is entered into as of by and between Employer: with principal place of business at and Employee: residing at .

RECITALS

WHEREAS, Employee has been employed by Employer pursuant to terms and conditions set forth in prior employment agreements and policies; and

WHEREAS, the parties have agreed that Employee's employment shall terminate effective as set forth in this Agreement and the parties wish to set forth the terms and conditions governing the termination, separation obligations, and release of claims between them; and

WHEREAS, the parties intend by this Agreement to resolve certain obligations arising from the employment relationship and to avoid litigation or administrative claims to the extent permitted by applicable law.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION

1.1 Effective Date of Termination. Employee's employment with Employer shall terminate effective on (the "Termination Date"). Employee's last day of active work shall be unless otherwise agreed in writing.

1.2 Employment Relationship. As of the Termination Date Employee shall have no further right to perform services for Employer or to act on behalf of Employer, except as expressly provided in this Agreement.

2. FINAL COMPENSATION AND BENEFITS

2.1 Final Pay. Employer shall pay Employee all accrued but unpaid base salary, accrued paid time off, and other earnings through the Termination Date (collectively "Final Pay"). The amount of accrued paid time off to be paid is to be paid on or before .

2.2 Benefits. Employer will provide COBRA-eligible continuation information where required by applicable law. Any employer-provided benefits that are governed by separate plan documents shall be administered in accordance with those plan documents. Employee's eligibility for post-termination benefits, if any, is set forth below:

3. SEVERANCE

3.1 Severance Payment. Subject to Employee's execution and delivery of the Release set forth in Section 4 and compliance with the terms of this Agreement, Employer shall pay Employee severance in the total gross amount of , to be paid as follows:

3.2 Condition to Payment. The obligations described in Section 3 are conditioned on Employee's timely execution and non-revocation of the Release and compliance with Sections 5 and 6 of this Agreement. If Employee revokes the Release in accordance with its terms, Employer's obligation to provide severance shall terminate.

4. RELEASE

4.1 Mutual Release. In consideration of the payments and benefits provided for in this Agreement, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges Employer and its parents, subsidiaries, affiliates, predecessors, successors, assigns, and each of their officers, directors, employees, agents and representatives (collectively, "Released Parties") from any and all claims, demands, causes of action, obligations, liabilities, and damages of every nature, whether known or unknown, suspected or unsuspected, arising out of or related to Employee's employment, termination of employment, or any events occurring prior to the Effective Date of this Agreement, to the fullest extent permitted by law.

4.2 Carve-Outs. Notwithstanding the release in Section 4.1, nothing in this Agreement shall be construed to: (a) waive Employee's rights to vested benefits under any retirement plan or to benefits that cannot be waived as a matter of law; (b) prevent Employee from filing a charge with or participating in an investigation by a governmental or regulatory agency, provided that Employee may not recover monetary relief from Employer in any such action that is released by this Agreement; or (c) limit rights or claims for workers' compensation benefits or unemployment compensation that arise under applicable law.

5. CONFIDENTIALITY

5.1 Continued Obligation. Employee acknowledges that Employee continues to be bound by any confidentiality, proprietary rights, and trade secret obligations owed to Employer under prior agreement or policy. Employee shall not disclose, use, or permit the use of any confidential or proprietary information of Employer, except as required by law.

6. RETURN OF PROPERTY

6.1 Return Requirement. Employee shall, no later than the Termination Date, return to Employer all Employer property in Employee's possession or control, including but not limited to keys, equipment, documents, files, electronic devices, access cards, and confidential materials. A list of items to be returned is set forth below:

7. NON-DISPARAGEMENT

7.1 Non-Disparagement. Employee agrees not to make any false or disparaging statements, written or oral, regarding the character, conduct, performance, business practices, or reputation of Employer or Released Parties. Employer agrees that it will direct its officers and directors to refrain from making disparaging statements about Employee.

8. COOPERATION

8.1 Cooperation Obligation. Following the Termination Date, Employee agrees to reasonably cooperate with Employer in any matters reasonably requested by Employer, provided that any cooperation that requires significant time or expense will be compensated at a mutually agreed rate.

9. TAXES AND WITHHOLDING

9.1 Withholding. All payments made pursuant to this Agreement shall be subject to applicable payroll taxes, withholdings, and deductions as required by law.

10. DISPUTE RESOLUTION

10.1 Claims. Except as otherwise provided herein, the parties agree that any dispute arising out of or related to this Agreement shall be resolved in a court of competent jurisdiction in the state whose law governs this Agreement. Nothing in this Agreement shall preclude either party from seeking injunctive relief in a court of competent jurisdiction.

11. NOTICES

11.1 Manner of Notice. All notices required or permitted under this Agreement shall be in writing and given by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that right.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

13. SEVERABILITY

13.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

14. GOVERNING LAW

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state whose law governs the prior employment relationship between the parties, without regard to that state's conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

15. ENTIRE AGREEMENT

15.1 Entire Agreement. This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

ACKNOWLEDGMENTS

Employee acknowledges that Employee has read and fully understands this Agreement, that Employee has been advised to consult with an attorney prior to signing this Agreement, that Employee has had a reasonable period in which to consider this Agreement, and that Employee enters into this Agreement knowingly and voluntarily.

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