Separation and General Release Agreement, dated November 26, 2020, by and between the Company and Susan Echard
November 16, 2020
Personal and Confidential
This Separation & General Release Agreement (“Agreement”) confirms the agreement we have reached regarding the termination of your employment from Trinity Capital Inc. (the “Company”). Your last day of employment will be Wednesday, November 25, 2020, or an earlier date, as may be determined by the Company in its sole discretion (the “Termination Date”), although in either case you will still be paid your base salary through November 25, 2020, provided that (a) you are not terminated by the Company for cause (as defined in your Executive Offer Letter with the Company, dated January 16, 2020, the “Executive Offer Letter”) prior to the Termination Date, and (b) you perform your duties as requested by the Company (including Transition Services as set forth in Section 7) through the Termination Date.
a. Salary Continuation. The Company will pay you $83,332 as severance (which is an amount equivalent to four (4) months of base salary, the “Severance Payment”). The Severance Payment will be paid in equal installments over a four-month period through the Company’s normal payroll cycle beginning with the Company’s normal payroll cycle immediately following the Effective Date (as defined in Section 10).
b. Annual Bonus. The Company will pay you $62,500, representing 50% of your annual target bonus (the “Annual Bonus Payment”). The Annual Bonus Payment will be made in a lump sum on the first Company payroll cycle following the Effective Date.
c. Registration Rights Agreement Bonus. The Company will pay you $20,000 (the “RRA Bonus Payment”), representing the Filing Cash Bonus Pool amount pursuant to that certain side letter agreement executed by you and Keefe, Bruyette & Woods, Inc. dated January 16, 2020. The RRA Bonus Payment will be made in a lump sum on the first Company payroll cycle following the Effective Date.
d. Healthcare Coverage. All medical, dental and vision insurance benefits which covered you and/or your eligible dependents will be discontinued as of the last day of the calendar month of the Termination Date. You and your eligible dependents are entitled to continue health insurance benefits under which you are currently covered, as may be modified by the Company from time to time, under and through the terms of the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If you elect COBRA benefits to continue your Company-provided health insurance benefits, the Company will directly pay your COBRA premiums for four (4) months following the Termination Date, provided you elect and remain eligible for COBRA coverage during that time (the “COBRA Payments”). You are responsible for notifying the Company when you become covered by other coverage. If you elect to continue COBRA benefits beyond the four (4) months provided, you will be solely responsible for COBRA premiums, if any. The period during which the Company makes the COBRA Payments shall be counted as part of, and not in addition to, the continuation period available under COBRA.
Except as provided in subsection (d) above (regarding the discontinuation of Company-paid COBRA coverage should you obtain alternate healthcare coverage), the Company shall make all payments and provide all the benefits in this
Section 1 regardless of whether you obtain or attempt to obtain alternate employment at any time. Any and all payments of the Severance Payment, Annual Bonus Payment, RRA Bonus Payment and/or COBRA Payments (together, the “Severance Benefits”) shall be less applicable taxes, withholding and deductions.
As a material inducement for the Company to pay the Severance Benefits, you on behalf of yourself and your heirs, executors, administrators and assigns hereby irrevocably and unconditionally release the Released Parties from any and all claims, liabilities, obligations, promises, actions, suites or demands, of any nature, known or unknown, arising from the beginning of time and through and including the date you sign this Agreement that you now have or that might subsequently accrue to you, including but not limited to including but not limited to Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”), the Family and Medical Leave Act (“FMLA”), Executive Order No. 11246, 42 U.S.C. § 1981, any applicable federal, state, or local laws regarding discrimination, harassment, and/or retaliation, and all other federal, state and local laws, statutes, regulations and ordinances, and any claim for breach of contract, defamation, slander, libel, fraud, misrepresentation, negligence, intentional or negligent infliction of emotional distress, or any other claim for damages or other relief arising under any theory of law or equity, including any claim for costs or attorneys’ fees you incur in connection therewith. You further agree to irrevocably waive any right to recover and/or any right to injunctive relief under any Claim, individual or class, that subsequently may be filed with or by the Equal Employment Opportunity Commission (“EEOC”) or any other Federal, State or local agency, court or other tribunal with respect to your employment with the Company or termination thereof (except for any Claim challenging the knowing and voluntary nature of this release agreement). Further, you represent that you have not: (a) brought a charge or suit against the Released Parties in connection with any of the Claims, or (b) heretofore assigned or transferred or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein which you have against the Released Parties.
This waiver shall also irrevocably and unconditionally release your rights under the Age Discrimination in Employment Act (“ADEA”), as amended, which prohibits age discrimination in employment and retaliation.
4.Unreleased Claims. Nothing in this Agreement is intended to waive any right you may have to (a) vested retirement benefits, (b) group insurance benefits not yet paid as of your Termination Date, (c) any statutory benefits or right to payment, such as COBRA insurance continuation rights, (d) any right to unemployment compensation or workers compensation benefits, (e) any right to be reimbursed for business expenses in accordance with Company policies, (f) any right to challenge the validity of or enforce the terms of this Agreement, (g) any right to indemnity by the Company in connection with third party claims, (h) any right granted to you in this Agreement,
(i) any claim arising after the date on which you sign this Agreement, (j) or any rights which cannot be waived as a matter of law.
Additionally, if requested, from and after the Termination Date, you agree to make yourself reasonably available to the Company to respond to requests by the Company for documents and information concerning matters involving facts or events relating to the Company that may be within your knowledge, and further agree to provide complete and truthful information and assistance as reasonably requested with respect to pending and future litigation, arbitrations, mediations, dispute resolutions, investigations, subpoenas, court orders and/or requests for information. You shall be reimbursed for your reasonable out-of-pocket expenses incurred as a result of such cooperation and assistance. You acknowledge and agree that should you fail to provide reasonable cooperation and assistance, the Company has the right to withhold or recover, as applicable, the Severance Benefits.
You agree that any changes to this Agreement, whether material or immaterial, that have been or will be made after your initial receipt of this Agreement does not re-start the 21 day period.
11. Acknowledgment of Understanding. This Agreement is knowingly and voluntarily entered into by each party. You represent and acknowledge that you have carefully read this Agreement and understand the terms. By signing this Agreement, you acknowledge and agree that you were advised by the Company to consult with an attorney of your own choosing concerning the provisions in this Agreement, and that you thoroughly discussed all aspects of this Agreement with that attorney or had the opportunity to do so. You also acknowledge and agree that you carefully read and fully understand all of the provisions of this Agreement, including the fact that you are knowingly and voluntarily releasing all claims and potential claims against the Company and the Released Parties, including any claims you believe you may have under the Age Discrimination in Employment Act (ADEA), and that you are entering into this Agreement without coercion and with full knowledge of its significance and its legal consequences. You further represent that in executing this Agreement you do not rely and have not relied upon any representation or statement not set forth herein made by any representatives of the Company or any other Released Party with regard to the subject matter, basis or effect of this Agreement or otherwise.
This Agreement shall not in any way be construed as an admission by the Company of any illegal act whatsoever against you or any other person, and the Company specifically disclaims and denies any liability to or discrimination against you or any other person on the part of itself, its employees or its agents.
Please let me know if you have any questions about this Agreement. If the Agreement is acceptable, please sign below where indicated and return it to me.
PLEASE READ CAREFULLY. THIS AGREEMENT AND RELEASE INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.
AGREED AND ACCEPTED
__/s/ Susan Echard_______
*THIS AGREEMENT CANNOT BE SIGNED PRIOR TO YOUR TERMINATION DATE PURSUANT TO SECTION 10