Transition and Separation Agreement dated as of August 12, 2020, among The Providence Service Corporation, LogistiCare Solutions, LLC, and Suzanne G. Smith

Contract Categories: Human Resources - Separation Agreements
EX-10.1 2 ssmithagreement.htm EX-10.1 Document
        EXHIBIT 10.1
August 12, 2020



PERSONAL & CONFIDENTIAL

Suzanne G. Smith

Dear Suzanne,

As we have previously discussed, your service with The Providence Service Corporation (“Providence”) and LogistiCare Solutions, LLC (“LogistiCare”) and its affiliates, including Circulation, Inc. (“Circulation”), as Chief Accounting Officer will cease effective August 12, 2020 (the “Transition Date”). You will continue (subject to the terms and conditions of this letter agreement) as a full-time employee of LogistiCare, in a non-officer role, until November 12, 2020 (the “Separation Date”), at which time your employment with LogistiCare and Providence will cease. Provided that you execute this letter agreement and deliver it to me by September 14, 2020, and do not revoke it with the 7-day revocation period below, LogistiCare agrees to deem and describe your transition and separation from LogistiCare as a termination by LogistiCare without cause, subject in all respects to the terms and conditions set forth in this letter agreement.

Accordingly, this letter agreement confirms and evidences your rights and obligations in connection with and following the Separation Date. Capitalized terms used but not defined herein have the meaning given to them in the Offer Letter, dated as of January 14, 2019 by and between you and LogistiCare (the “Offer Letter”).

1.Transition. Provided that you assist in the transition of your role to the successor Chief Accounting Officer and provide such other services reasonably requested by the Company consistent therewith through the Separation Date, and satisfy the Payment Conditions (described below), you will remain entitled to your current base salary and current benefit plan participation, from the Transition Date through the Separation Date, and will be eligible to earn an annual bonus for 2020, prorated based on your employment through the Separation Date, based on the Company’s actual performance and the terms of the Company’s 2020 Short-Term Incentive Plan (“STIP”)in effect for 2020 (the “2020 Annual Bonus”), provided, however, that in no event will such bonus be more than a prorated portion of 100% of your “Target Bonus” as defined in your individual STIP document signed July 1, 2020. Such 2020 Annual Bonus will be paid, if earned in accordance with the immediately preceding sentence, in 2021 as and when annual bonus payments are paid to executive officers of LogistiCare generally.

2.Release. In consideration of the promises herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby fully and generally release, discharge and covenant not to sue or commence any


        EXHIBIT 10.1
legal action or arbitration against Providence, its current and former parents, subsidiaries (including LogistiCare and Circulation), divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, stockholders, members, partners, agents, employees, insurers, attorneys, and servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee, including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from LogistiCare and its affiliates, including Circulation, to any services performed for LogistiCare or any of its affiliates, including Circulation and Providence, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by LogistiCare or any of its affiliates, including Circulation or Providence, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Georgia Fair Employment Practices Act, Georgia Equal Pay Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Sarbanes-Oxley Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date hereof (the “Release Date”).

You further agree, promise and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization or other entity acting on your behalf has filed or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities, in each case, which are involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities, in each case, which are subject to this release of claims. You represent that you are not aware of any fraud, wrongdoing or failure to comply with any applicable regulations or laws by LogistiCare or any of its affiliates, including Circulation and Providence, and you have not been retaliated against for reporting any allegations of fraud, wrongdoing or compliance failure. All Releasees shall be deemed to be third party beneficiaries of this Agreement to the same extent as if they were signatories hereto.



        EXHIBIT 10.1
Except as provided in Section 1 and Section 3 hereof and for any unpaid salary that you have earned through the Separation Date (which will be paid to you on the next regularly scheduled payroll date), you hereby represent that you have been paid all compensation owed and for all hours worked, you have received all the leave and leave benefits and protections for which you are eligible, pursuant to the federal Family and Medical Leave Act, any applicable LogistiCare, Circulation or Providence policy or applicable law, and you have not suffered any on-the-job injury or illness for which you have not already filed a workers’ compensation claim.

Notwithstanding the foregoing, this release of claims will not prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state civil rights agency, but you agree and understand that you are waiving your right to monetary compensation thereby if any such agency elects to pursue a claim on your behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the Release Date. In addition, nothing in this release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:
a.The payments and benefits payable under Section 1 and Section 3 of this letter agreement;
b.Reimbursement of unreimbursed business expenses properly incurred prior to the Separation Date in accordance with the policies of LogistiCare;
c.Vested benefits under the general LogistiCare employee benefit plans (other than severance pay or termination benefits, all rights to which are hereby waived and released) determined through the Separation Date;
d.Any claim for unemployment compensation or workers’ compensation administered by a state government to which you are presently or may become entitled; and
e.Indemnification as a former officer of LogistiCare or Circulation or inclusion as a beneficiary of any insurance policy related to your service in such capacity.

By executing this letter agreement, you hereby agree that you have had a reasonable period of time to review and consider the terms of this agreement. You acknowledge that you have been given the opportunity to consult with legal counsel, and you are signing this release of claims knowingly, voluntarily and with full understanding of its terms and effects, and you voluntarily accept the payments and benefits provided for in Section 1 above and Section 3 below for the purpose of making full and final settlement of all claims referred to in this letter agreement. You acknowledge that you would not be entitled to the separation benefits provided for in Section 3 below in the absence of signing and not revoking this letter agreement, that the separation benefits constitute a substantial economic benefit to you, and that they constitute good and


        EXHIBIT 10.1
valuable consideration for the various commitments undertaken by you in this letter agreement.

In addition, in consideration for the payments and benefits provided for in Section 1 above and Section 3 below you hereby forever give up, waive, discharge and release the Releasees from any and all claims pursuant to the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and the rules and regulations promulgated thereunder (the “ADEA”). In connection with this specific waiver of claims, you agree and acknowledge that you have had at least twenty-one (21) days to consider this ADEA release and if you sign this letter agreement earlier, you do so voluntarily, freely and without reservation. You further agree and acknowledge that you have seven (7) days after you sign this letter agreement to revoke your agreement to this letter agreement, in which case the agreement shall be null and void and you shall not be entitled to any payments or benefits hereunder. In order to revoke your agreement to this letter agreement, you must do so in writing delivered to LogistiCare on or before 5:00 p.m. ET of the seventh (7th) day after the execution of this letter agreement. If your agreement to this letter agreement is not properly revoked within the seven (7)-day period, it shall become fully enforceable on the eighth (8th) day after you sign this letter agreement, without any affirmative act by either party. This ADEA waiver does not waive rights or claims that may arise after the date this letter agreement is executed by you.

Notwithstanding the foregoing, nothing in this letter agreement (including the release of claims): (i) prohibits you from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of LogistiCare and its affiliates, including Providence and Circulation, by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by any of them that you reasonably believe is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to them; (ii) requires you to obtain the approval of, or give prior notice to, LogistiCare or any of its affiliates, or any of their employees or representatives to take any action permitted under the preceding clause; or (iii)  prevents you from receiving any whistleblower award. Nothing in this letter agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). 18 U.S.C. § 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this letter agreement have the right to disclose in confidence trade secrets to federal, state, and local government


        EXHIBIT 10.1
officials, or to an attorney, for the sole purpose of reporting or investigating suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

3.Severance. Provided that (i) you sign this letter agreement and send it back to me within the timing described above, (ii) you provide the transition services described in paragraph 1 hereof in good faith through the Separation Date, (iii) you sign a supplemental release of claims substantially similar to form attached as Exhibit A hereto on or within twenty-one (21) calendar days following the Separation Date, and (iv) both this letter agreement and the supplemental release become effective and irrevocable in accordance with their terms (clauses (i)-(iv), the “Payment Conditions”), LogistiCare will pay you a lump sum consisting of six (6) months of your current Base Salary, minus required tax and other withholdings and (b) subject to your timely enrollment in continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), reimburse you for the employer portion of the cost of your medical coverage at the same rate as in effect on the Separation Date until the earlier of (x) six (6) months following the Separation Date and (y) the date on which you cease to be eligible for COBRA continuation coverage or stop making the required payments in respect of such coverage. Provided you have executed this letter agreement and not revoked it as of October 31, 2020, and provided you provide the transition services described in paragraph 1 in good faith through October 31, 2020, you also will vest on October 31, 2020, in 4,600 options to purchase the Company’s Common Stock (the “Options”) that were granted on February 18, 2019, pursuant to the grant agreement between you and the Company. For the avoidance of doubt, neither (i) the 1,816 restricted share awards granted September 20, 2019, nor (ii) the 5,798 options to purchase the Company’s Common Stock that were granted on September 20, 2019, shall vest pursuant to the terms of this Agreement and shall be cancelled and forfeited in accordance with the terms of the applicable grant agreement. Except as modified hereby, the 4,600 Options shall remain subject to the terms of the applicable grant agreement in all respects. Following the Separation Date, you shall not be entitled to any further payments from LogistiCare and its affiliates in respect of your employment, nor shall LogistiCare and its affiliates have any further liability to you in respect thereof, except as expressly set forth in this Section 3 and in Section 1 above.

4.Return of Property. You hereby agree that, prior to the Separation Date, you shall return to LogistiCare all property belonging to LogistiCare or its affiliates, including, without limitation, all electronic devices, keys, documents, handwritten notes, notebooks, materials, records or other items in your possession or control belonging to LogistiCare or its affiliates, including Providence or Circulation, or that constitute confidential information provided to you or of which you became aware in your capacity as an employee of LogistiCare or Circulation, and that you have not retained and will not retain any copies of such items. Any and all proprietary information outlined above must be returned by your last day of employment with LogistiCare.



        EXHIBIT 10.1
5.Resignations. Effective as of the Transition Date, you hereby resign from all positions that you hold as an officer with LogistiCare and its affiliates, including Providence and Circulation. You agree to execute any additional documents necessary to effectuate such resignations.

6.Cooperation. You agree to cooperate, in a reasonable and appropriate manner, with LogistiCare and its affiliates, including Providence and Circulation, and their attorneys in connection with any litigation or other proceeding arising out of or relating to matters in which you were involved prior to the Separation Date. You agree that you (a) will not communicate with anyone (other than your attorneys and tax and/or financial advisors and except to the extent you determine in good faith is necessary in the performance of your duties hereunder) with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving LogistiCare or any of its affiliates, including Providence or Circulation, other than any litigation or other proceeding in which you are a party-in-opposition, without giving prior notice to LogistiCare, and (b) in the event that any other party attempts to obtain information or documents from you (other than in connection with any litigation or other proceeding in which you are a party-in-opposition) with respect to matters you believe in good faith are related to such litigation or other proceeding, you will promptly so notify Providence’s counsel.

7.Representation. You hereby acknowledge and agree that you are not aware of any issues or irregularities (including any fraud or other material misstatements) relating to LogistiCare’s or any of its affiliates financial accounting or reporting.

8.Confidential. Without limiting anything to the contrary herein, except as required by law and as required to effectuate the terms hereunder, you agree not to disclose the terms hereof to any person or entity, other than your attorneys, accountants, financial advisors, or members of your immediate family. Provided, further, you may respond to any third party inquiries regarding your separation that it was on “amicable terms”, or words to that effect.

9.Controlling Law, etc. This letter agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Georgia, without giving effect to any principles of conflicts of law, whether of the State of Georgia or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction. You consent and agree that any claim arising out of or relating to this letter agreement shall be brought in a state or federal court of competent jurisdiction in Georgia. You consent to the personal jurisdiction of the state and/or federal courts located in Georgia. You waive (a) any objection to jurisdiction or venue, or (b) any defense claiming lack of jurisdiction or improper venue in any action brought in such courts.

10.Entire Agreement, etc. This letter agreement represents the entire agreement between the parties as to the subject matters herein, and supersedes and replaces any prior version of


        EXHIBIT 10.1
this agreement or any agreement between the parties concerning your separation from Providence, Circulation, LogistiCare and their affiliates. This letter agreement may not be amended except by a writing signed by both parties. This letter agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, beneficiaries, representatives, executors, successors and assigns.

11.Section 409A. This letter agreement and any payments hereunder are intended to be exempt from, or if not so exempt, to comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance issued thereunder (“Section 409A”), and this letter agreement shall be interpreted, operated and administered accordingly. To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A. Each payment made under this letter agreement shall be deemed to be a separate payment for purposes of Section 409A. Once this letter agreement is executed, delivered and not subject to revocation, then the following shall apply:

    a.    To the extent that any cash payment or continuing benefit to be provided hereunder is not “nonqualified deferred compensation” for purposes of Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the effective date of this release of claims. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the effective date of this release of claims under the terms of this letter agreement applied as though such payments commenced immediately upon the Separation Date, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Separation Date.

    b.     To the extent that any such cash payment to be provided is “nonqualified deferred compensation” for purposes of Section 409A, then such payments shall be made or commence upon the sixtieth (60th) day following the Separation Date. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this letter agreement had such payments commenced immediately upon the Separation Date, and any payments made thereafter shall continue as provided herein.



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12.Counterparts. This letter agreement may be executed in one or more counterparts (including via facsimile or other electronic transmission), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.



Sincerely,

The Providence Service Corporation and
LogistiCare Solutions, LLC

By: /s/ Daniel E. Greenleaf        
Name: Daniel E. Greenleaf
Title: President & CEO



ACCEPTED AND AGREED:




/s/ Suzanne G. Smith            
Suzanne G. Smith



        EXHIBIT 10.1
Exhibit A
Supplemental Release

In consideration of the promises set forth in that certain letter agreement dated August 12, 2020 between myself and Providence Service Corporation (“Providence”) and LogistiCare Solutions, LLC (“LogistiCare”) and its affiliates (the “Letter Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby fully and generally release, discharge and covenant not to sue or commence any legal action or arbitration against Providence, its current and former parents, subsidiaries (including LogistiCare and Circulation), divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, stockholders, partners, agents, employees, insurers, attorneys, and servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that I ever had and now have against any Releasee, including, but not limited to, claims and causes of action arising out of or in any way related to my employment with or separation from LogistiCare and its affiliates, including Circulation, to any services performed for LogistiCare or any of its affiliates, including Circulation and Providence, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by LogistiCare or any of its affiliates, including Circulation or Providence, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Georgia Fair Employment Practices Act, Georgia Equal Pay Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Sarbanes-Oxley Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date hereof (the “Release Date”).

I further agree, promise and covenant that, to the maximum extent permitted by law, neither I, nor any person, organization or other entity acting on my behalf has filed or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against any of the Releasees involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities, in each case, which are involving any matter occurring in the past, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities, in each case, which are subject to this release of claims. I represent that I am not aware of any fraud, wrongdoing or failure to comply with any applicable regulations or laws by LogistiCare or any of its affiliates, including Circulation and Providence,


        EXHIBIT 10.1
and I have not been retaliated against for reporting any allegations of fraud, wrongdoing or compliance failure. All Releasees shall be deemed to be third party beneficiaries of this agreement to the same extent as if they were signatories hereto.

Except as provided in the Letter Agreement and for any unpaid salary that I have earned through the date hereof, I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the federal Family and Medical Leave Act, any applicable LogistiCare, Circulation or Providence policy or applicable law, and I have not suffered any on-the-job injury or illness for which you have not already filed a workers’ compensation claim.

Notwithstanding the foregoing, this release of claims will not prohibit me from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state civil rights agency, but I agree and understand that I am waiving my right to monetary compensation thereby if any such agency elects to pursue a claim on my behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the Release Date. In addition, nothing in this release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:
a.The payments and benefits payable under Section 1 and Section 3 of the Letter Agreement;
b.Reimbursement of unreimbursed business expenses properly incurred prior to the Separation Date in accordance with the policies of LogistiCare;
c.Vested benefits under the general LogistiCare employee benefit plans (other than severance pay or termination benefits, all rights to which are hereby waived and released);
d.Any claim for unemployment compensation or workers’ compensation administered by a state government to which I am presently or may become entitled; and
e.Indemnification as a former officer of LogistiCare or Circulation or inclusion as a beneficiary of any insurance policy related to your service in such capacity.

By executing this letter agreement, I hereby agree that I have had a reasonable period of time to review and consider the terms of this agreement. I acknowledge that I have been given the opportunity to consult with legal counsel, and I am signing this release of claims knowingly, voluntarily and with full understanding of its terms and effects, and you voluntarily accept the payments and benefits provided for in Section 1 and Section 3 of the Letter Agreement for the purpose of making full and final settlement of all claims referred to herein. I acknowledge that I would not be entitled to the separation benefits provided for in the Letter Agreement in the absence of signing and not revoking this release of claims, that the separation benefits constitute a substantial


        EXHIBIT 10.1
economic benefit to me, and that they constitute good and valuable consideration for the various commitments undertaken by me in this release of claims.

In addition, in consideration for the payments and benefits provided for in the Letter Agreement, I hereby forever give up, waive, discharge and release the Releasees from any and all claims pursuant to the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and the rules and regulations promulgated thereunder (the “ADEA”). In connection with this specific waiver of claims, I agree and acknowledge that I have had at least twenty-one (21) days to consider this ADEA release and if I sign this release of claims earlier, I do so voluntarily, freely and without reservation. I further agree and acknowledge that I have seven (7) days after I sign this release of claims to revoke my agreement to this release of claims, in which case the Letter Agreement shall be null and void and I will not be entitled to any further payments or benefits under the Letter Agreement. In order to revoke my release of claims under this paragraph, I acknowledge that I must do so in writing delivered to LogistiCare on or before 5:00 p.m. ET of the seventh (7th) day after the execution of this release of claims. I acknowledge that if my agreement to this release of claims is not properly revoked within the seven (7)-day period, it shall become fully enforceable on the eighth (8th) day after I sign this release of claims, without any affirmative act by either party. This ADEA waiver does not waive rights or claims that may arise after the date this release of claims is executed.
Notwithstanding the foregoing, I acknowledge that nothing in this release of claims: (i) prohibits me from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of LogistiCare and its affiliates, including Providence and Circulation, by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be taken by any of them that you reasonably believe is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to them; (ii) requires me to obtain the approval of, or give prior notice to, LogistiCare or any of its affiliates, or any of their employees or representatives to take any action permitted under the preceding clause; or (iii)  prevents me from receiving any whistleblower award. I acknowledge that nothing in this release of claims is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). 18 U.S.C. § 1833(b) provides that “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this release of claims have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating suspected violation of law. The parties also have the right to disclose


        EXHIBIT 10.1
trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

ACCEPTED AND AGREED:





Suzanne G. Smith

Date: _______________________________