2. Stock. The Parties agree that for purposes of determining the number of shares of the Companys common stock subject to the Company Equity Awards to which Employee has vested, Employee will be considered to have vested only up to the Separation Date, and, subject to any vesting acceleration described in Section 1 above, any shares of the Companys common stock subject to the Company Equity Awards that are unvested as of the Separation Date immediately will be forfeited to the Company at no cost to the Company. With respect to the vested portion of any Company Equity Award that is a stock option that remains outstanding as of the Separation Date, Employee may exercise such vested portion subject to the terms and conditions of the Stock Agreements.
3. Benefits. Employees health insurance benefits shall cease on [ ], subject to Employees right to continue his or her health insurance under COBRA. Employees participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options or other equity awards, and the accrual of bonuses, vacation, and paid time off, ceased as of the Separation Date except as otherwise provided herein.
4. Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided Employee with all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, travel allowances, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options or other equity awards, vesting, and any and all other benefits and compensation due to Employee.
5. Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, professional employer organizations [and co-employers (specifically including TriNet Group, Inc.)] [NTD: bracketed language should be deleted if Company is no longer associated with TriNet.], parents, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the Releasees). Employee, on his or her own behalf and on behalf of his or her respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employees employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employees right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; constructive discharge; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
- 15 -