Separation and Release Agreement, dated as of November 20, 2018, by and between Troy Rhonemus and ChromaDex, Inc

 

 

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”), by and between Troy Rhonemus (the “Employee”) and ChromaDex, Inc. and any parents, subsidiaries, or affiliates of the Company (collectively referred to herein as the “Company”).

 

WHEREAS, Employee is an at-will employee of the Company;

 

WHEREAS, Employee’s employment with the Company will terminate on November 20, 2018;

 

WHEREAS, the Agreement governs the terms of Employee’s separation from the Company.

 

WHEREAS, the parties desire to fully and expeditiously settle any and all potential claims, charges or issues of law or fact that have been raised or could have been raised by the Employee against the Company arising out of or in any way related to the Employee’s employment with the Company and/or the separation of his employment, and without the Company acknowledging any liability whatsoever;

 

NOW, THEREFORE, in consideration of the monies, mutual promises, and mutual covenants contained herein, the parties agree as follows:

 

 

 

 

 

 

b.           Such release includes, but is not limited to, claims, causes of action, or liabilities including but not limited to: compensatory claims of back wages, front wages, or any other monetary claims arising under the California Constitution, Title VII of the Civil Rights Act, (42 U.S.C. §2000e), the Americans with Disabilities Act (42 U.S.C. §12100 et seq.), the Employee Retirement Income Security Act, as amended, Equal Pay Act, Age Discrimination in Employment Act (“ADEA”) (29 U.S.C. § 621-634), the Older Workers’ Benefit Protection Act, the Rehabilitation Act of 1973, the National Labor Relations Act, the California Fair Employment and Housing Act (Cal. Govt. Code §129300 et seq.), the Fair Labor Standards Act, California Labor Code Sections 201, 202, 203, 22, 510, 1194, 1197 and 1198, or any other California or federal statute or common law principle of similar effect, including (without limitation) laws providing recourse for claims based on age, sex, transgender status, gender identity and expression, sexual orientation, sexual harassment, attainment of benefit plan rights, race, color, genetic information, genetic testing, religion, religious creed, national origin, ancestry disability, physical disability, marital status, civil union status, military status, veteran status, workplace hazards to reproductive systems, or any legally protected status; including, but not limited to harassment and/or retaliation on any basis, any claims for compensation, leaves of absence, overtime pay, vacation or other paid time off, incentives, bonus including any claims pursuant to ERISA, the Fair Labor Standards Act, the Family Medical Leave Act, and any law of the State of California and/or any local ordinance, including but not limited to any claims for attorneys’ fees and costs on any basis (“Claim” or “Claims”); and/or

 

c.            Claims, actions, or causes of action whatsoever which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore had, owned, or held, or claimed to have, own, or hold, or which Employee at any time hereinafter may have, own, or hold, or claim to have, own, or hold, against each or any of the Releasees. In the event that Employee, his heirs, executors, administrators, successors, or assigns attempts to challenge, modify, reform, set aside, nullify or cancel this Agreement for any reason, then the prevailing party in any such litigation shall be entitled to reimbursement of all reasonable attorneys’ fees and costs incurred in connection with defending such claims.

 

d.            The Parties agree that to the extent, if any, Employee may have a right to file or participate in a claim or charge against the Company, which cannot be waived, this Agreement shall not be intended to waive such a right. However, even if Employee has a right to file or participate in a claim or charge against the Company, he agrees that he/she shall not obtain, and hereby waives his/her right to, any relief (legal, equitable, or other) from such a claim or charge.

e.           Employee acknowledges, understands, and expressly consents that this Agreement constitutes a full and final release of any person or entity named in this Agreement, with respect to all claims, demands, indemnity claims, actions, suits, liens, debts, damages, warranty claims, and liabilities against the Company, arising from or relating to Employee’s employment with the Company, including those which are unknown and unanticipated as well as those which are known and disclosed. In that respect, and with regard to the Release contained herein, Employee expressly waives all rights under Section 1542 of the Civil Code of California and any similar law of any state or territory of the United States, which provides:

 

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

 

 

 

 

ii.           Has carefully read this Agreement and fully understands all of the provisions of this Agreement and has agreed to accept all of the terms contained therein without any pressure of coercion by the Employer;

 

iii.           By this Agreement, Employee understands that he/she is releasing the Releasees as defined in paragraph 4 of this Agreement from any and all claims he/she may have against the Releasees;

 

iv.           Knowingly and voluntarily agrees to all of the terms set forth in this Agreement;

 

v.           Knowingly and voluntarily intends to be legally bound by this Agreement;

 

vi.           Has been advised to consult with an attorney of his/her choice prior to executing this Agreement;

 

vii.           Has a full seven (7) calendar days following the execution of this Agreement to revoke this Agreement and has been and is hereby advised in writing that this Agreement shall not become effective or enforceable until this revocation period has expired. Employee will not receive any of the separation benefits until that revocation period has expired. To revoke, Employee must send written confirmation to Jordan A. Gropack ( ***@***) within seven (7) calendar days expressly indicating his/her revocation.

 

viii.           Employee agrees that any modifications, material or otherwise, made to this agreement and general release do not restart or affect in any manner the original seven (7) day consideration period.

 

g.           Employee agrees that the Agreement does not constitute any admission by the Company that any personnel action it took with respect to the Employee was wrongful, unlawful, tortious, in contravention to the laws or public policies of the State of California, in breach of any written or oral contract, or in violation of any federal statute, regulation, and/or constitutional provision.

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date entered below.

 

CHROMADEX, INC.