Resignation Resolution Agreement

Resignation Resolution Agreement

This Resignation Resolution Agreement (the Agreement) is made and entered into as of Effective Date: by and between Employee Name: ("Employee") and Company Name: ("Company"). The Employee and the Company are referred to collectively as the Parties.

RECITALS

WHEREAS, the Employee currently holds the position of with the Company and has tendered a notice of resignation dated ; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Employee's resignation will be accepted, to resolve any claims between the Parties, and to provide for transition, payment and mutual releases as set forth below.

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

1. RESIGNATION

1.1 Employee hereby resigns from all positions held with the Company, including but not limited to employment and any officer or director roles, effective as of the Resignation Effective Date: (the Resignation Date). Employee agrees to execute any documents reasonably necessary to effectuate such resignation.

2. CONSIDERATION

2.1 Subject to Employee's compliance with the terms of this Agreement, including the release set forth in Section 3, the Company shall provide the following consideration to Employee in full and final settlement of any claims arising out of Employee's employment or separation:

(a) A severance payment in the gross amount of $, payable in a lump sum on or before , less applicable taxes and withholdings and subject to standard payroll deductions; and

(b) Payment or continuation of Employee's earned but unpaid salary and accrued but unused vacation through the Resignation Date in accordance with the Company's policies, subject to applicable deductions.

3. RELEASE AND WAIVER

3.1 In consideration of the payments and benefits set forth in Section 2, Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby fully and forever releases and discharges the Company and its past, present and future parents, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, employees, attorneys and agents (collectively, the Released Parties) from any and all claims, demands, causes of action, liabilities, obligations and damages of every nature, whether known or unknown, whether asserted or unasserted, arising out of or in any way relating to Employee's employment, separation from employment or any acts or omissions occurring on or before the Resignation Date, including but not limited to claims under federal, state or local statutes, contract, tort or common law.

3.2 Employee acknowledges that the release in Section 3.1 includes, without limitation, claims for wrongful termination, breach of contract, discrimination, harassment, retaliation, wages, bonuses and benefits, and any other statutory or common-law claims. This release shall not apply to (a) Employee's rights to enforce this Agreement; (b) rights to vested benefits under any pension, retirement or welfare plan; or (c) any obligations that cannot be released as a matter of law.

4. RETURN OF COMPANY PROPERTY

4.1 Employee agrees to return to the Company, no later than the Resignation Date or as otherwise directed, all Company property, including but not limited to keys, electronic devices, documents, records, credit cards, identification and confidential materials. Employee represents that, except as disclosed in writing to the Company, Employee has returned all such property.

5. CONFIDENTIALITY; NON-DISPARAGEMENT

5.1 Employee reaffirms Employee's continuing obligations, if any, under applicable confidentiality, nondisclosure and proprietary information agreements. Employee shall not disclose trade secrets or confidential information of the Company except as required by law.

5.2 For a period of following the Resignation Date, Employee shall not make any false, disparaging or derogatory statements, whether oral or written, about the Company or its officers, directors or employees. The Company agrees that it shall instruct its authorized officers not to make disparaging statements about Employee.

6. COOPERATION

6.1 Employee agrees to cooperate reasonably and in good faith with the Company after the Resignation Date with respect to matters within Employee's knowledge related to the Company's business, including the execution of affidavits or other documents and reasonable participation in proceedings or investigations, provided that the Company shall reimburse Employee for reasonable expenses and, if requested, pay Employee's reasonable fees for time spent in such cooperation at a mutually agreeable rate.

7. TAXES

7.1 All payments made under this Agreement shall be subject to applicable tax withholdings and reporting. Employee acknowledges that the Company makes no representations regarding the tax consequences of any payments or benefits provided under this Agreement and that Employee is solely responsible for Employee's tax obligations.

8. NOTICES

8.1 Any notice or communication required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a Party designates in writing).

9. GOVERNING LAW

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Agreement, together with any documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any prior separation agreements or understandings between the Parties are superseded by this Agreement and, to the extent inconsistent, are of no further force or effect.

10.2 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed or replaced to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

11.2 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 transmitted by electronic means shall be effective as originals.

12. MISCELLANEOUS

12.1 The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

12.2 The Parties acknowledge that they have been given the opportunity to consult with counsel of their choice and that they fully understand the terms, consequences and binding effect of this Agreement.

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