Exhibit 10.1
May 3, 2023
Bruce Schuman
Employment Offer – Chief Financial Officer
Dear Bruce,
Congratulations! On behalf of Vacasa LLC, its subsidiaries, affiliates, successors or assigns (together, the “Company”), we would like to offer you the position of Chief Financial Officer. This letter outlines the terms of a conditional offer of employment with the Company and summarizes compensation and other benefits you will receive if this offer is accepted in a timely manner and all of the below conditions are met.
Title and Salary: The Company offers to employ you as Chief Financial Officer, with a salary of $425,000 per annum, less applicable deductions and withholdings. You will be paid on a once-every-two-weeks basis for the percentage of salary accrued during such period. For clarity, if your employment with the Company ends for any reason, you shall immediately cease earning salary, and you will be paid on a pro-rated basis for the amount of salary accrued during such final pay period. Additionally, since this is an exempt position, you are not entitled to overtime.
Performance Bonus: Beginning in 2023, you will be eligible for an annual discretionary performance bonus of up to 50% of your base salary, subject to meeting certain performance criteria as will be set and communicated to you by the CEO of the Company and the Vacasa, Inc. Board of Directors (the “Board”), or a committee of the Board, in their sole discretion. You will be required to remain employed with the Company through the date any such bonus is paid in order to earn the bonus. Any performance bonus earned for 2023 will be prorated based on the number of days during the year that you are employed with the Company.
Initial Equity Awards: At the first regular meeting of the compensation committee of the Board following your employment start date, the Company will recommend to the compensation committee that you be granted an award of Vacasa, Inc. restricted stock units (“RSUs”) and an award of Vacasa, Inc. performance stock units (“PSUs”) in respect of shares of Vacasa, Inc. Class A common stock (“Common Stock”), each under the Vacasa, Inc. 2021 Incentive Award Plan (the “Plan”). The number of RSUs underlying the RSU award will be 651,520 and the number of PSUs underlying the PSU award will be 651,520.
The RSU award will vest as to 25% of the total RSUs on the first anniversary of your employment start date, and as to 1/16th of the total RSUs on each quarterly anniversary thereafter, subject to your continued service to the Company through the applicable vesting date. Once granted, the RSU award will be subject to the terms of the Plan and an RSU award agreement substantially in the form most recently approved by the Board or its compensation committee, which terms will supersede the description of the award in this letter.
The PSU award will be subject to the terms of the Plan, and the time-vesting, performance-vesting, and other terms set forth in the PSU award agreement attached hereto as Exhibit A.
Refresh Equity Awards: Subject to your continued employment with the Company, beginning in 2024 you will be eligible to participate in Vacasa, Inc.’s annual refresh equity award program, if any, subject to meeting certain performance criteria as will be set and communicated to you by the CEO of the Company and the Board, or a committee of the Board, in their sole discretion. Any such refresh awards will consist of an award of RSUs and an award of PSUs under Vacasa, Inc.’s then-current equity incentive plan. Subject to approval by the Board or its compensation committee at the time of grant, (i) assuming that the Board or its compensation committee sets a three-year time-vesting schedule for a refresh award, the total aggregate number of RSUs and PSUs underlying your refresh awards will be determined by dividing $500,000 by a value per share of Common Stock that is determined by the Board or its compensation committee in its discretion, using any methodology that the Board or its compensation committee deems appropriate, and (ii) at least 50% of the refresh awards for a particular year shall be comprised of PSUs. If a time-vesting schedule other than three years applies to refresh awards, then the collective value of the awards would be proportionately adjusted (e.g., for a four-year time-vesting schedule, the collective value of the awards would be 133.33% of the value of awards with a three-year time-vesting schedule). Each refresh RSU award shall vest over a period of time that is consistent with the refresh RSU awards granted to the Company’s other senior executives for the applicable year, as determined by the Board or its compensation committee, subject to your continued service with the Company through the applicable vesting date. Each refresh PSU award shall have performance metrics and other terms that are consistent with the refresh PSU awards granted to the Company’s other senior executives for the applicable year, as determined by the Board or its compensation committee. Once granted, each refresh award will be subject to the terms of Vacasa, Inc.’s then-current equity incentive plan and an award agreement evidencing the award. Notwithstanding anything to the contrary herein, all awards are subject to Board or compensation committee approval and will be made on terms and in amounts as approved by the Board or its compensation committee in its sole discretion.
Potential Termination Payments and Benefits: You will be eligible for the severance and change in control benefits set forth in the Change in Control and Retention Agreement attached hereto as Exhibit B (the “Retention Agreement”), subject to the terms and conditions thereof.
Location of Position & Start Date: Your position is located at the Company’s headquarters in Portland, Oregon and at your home office in the Portland metropolitan area; provided, however, that you will be required to travel to other Company locations, as necessary. The Company will pay or otherwise reimburse you for the reasonable cost of flights between Portland, Oregon and other Company
locations, and the Company will provide accommodations or pay or reimburse you for the reasonable cost of accommodations in respect of time spent in such Company locations in the performance of your duties and responsibilities hereunder, subject in each case to the terms of the Company’s travel policies. All reimbursement requests made pursuant to this section are subject to the Company’s reimbursement policy, including appropriate substantiation for any such requests. Transfer or reassignment to other positions or locations is not permitted without prior written approval from the Company’s CEO. You will be expected to start employment on June 1, 2023 or such other date as is mutually agreed between you and the Company.
Benefits: You will be eligible to participate in the Company’s benefit plans, programs and arrangements in accordance with their terms, including applicable eligibility requirements. The Company currently offers the following benefits: i) medical insurance; ii) dental insurance; iii) vision insurance; iv) eligibility to participate in the Company 401(k) plan; and v) standard holiday pay. You will also be eligible to take time off in accordance with the Company’s non-accrued vacation policy, and for paid sick leave in accordance with Company policy and applicable law. All benefits are subject to change and the full terms and conditions applicable to your eligibility for benefits are set forth in the benefit plan documents or the Employee Handbook. If this description of benefits differs from the terms and conditions set forth in the plan documents or the Employee Handbook, the plan documents or Employee Handbook will control. In addition, Vacasa, Inc. will enter into its standard form of Indemnification and Advancement Agreement (the “Indemnification Agreement”) with you.
At-Will Employment: The Company is an at-will employer. This means that you may terminate your employment with the Company at any time and for any reason whatsoever, with or without cause or advance notice. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. The at-will employment relationship cannot be changed except in a writing signed by the CEO of the Company.
Background Check and Ability to Work: This offer is contingent upon your successful completion of a background screen and reference check and your ability to provide the necessary original documents needed to satisfactorily complete the Form I-9 of the US Citizenship & Immigration Service. No employment shall commence until you have provided the aforementioned documents. Once you sign and return this letter, a Company representative will contact you for additional information needed to commence the background check and screening.
Agreement Regarding Confidential Information, Non-Competition, Non-Solicitation, and Invention Assignment: It is a condition of this offer that you must sign an At-Will Employment, Confidential Information, Non-Competition, Non-Solicitation and Invention Assignment Agreement (“Confidentiality Agreement”) that contains requirements for the protection of the Company’s business. A copy of the Confidentiality Agreement is enclosed for your review and execution.
Dispute Resolution Agreement: The Company has adopted a Dispute Resolution Agreement (the “DR Agreement”), which is enclosed, under which disputes that might arise would be resolved through arbitration. Please review the DR Agreement. If you do not wish to be bound by the dispute resolution procedures outlined in the DR Agreement, you must follow the instructions in paragraph 2 of the DR Agreement.
Company Policies and Conflicts: As a Company employee, you are expected to abide by the Company’s rules and standards. You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any information to the Company of your former employer, and that, in performing your duties for the Company, you will not in any way utilize any such information or any third party confidential information of any other entity.
Final Agreement: This letter, along with the Confidentiality Agreement, the DR Agreement, the Retention Agreement, the Indemnification Agreement, and agreements relating to the initial RSU and PSU awards, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements regarding the same, whether written or oral.
Expiration: Please indicate your acceptance of this conditional offer of employment by signing and returning this letter and the enclosed Confidentiality Agreement and DR Agreement to me by email or in person. This offer expires at 5:00pm PST on May 5, 2023.
We look forward to you joining the Vacasa team.
Sincerely,
/s/ Rob Greyber
Rob Greyber
Vacasa
Agreed and Accepted:
_/s/ Bruce Schuman__________________________________ _May 3, 2023________________________
Signature: Bruce Schuman Date
EXHIBIT A
PSU Award Agreement
EXHIBIT B
Change in Control and Retention Agreement
TRANSITION AGREEMENT
This Transition Agreement (“Agreement”) is made by and between Jamie Cohen (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Employee’s employment with the Company will end as of the Separation Date (as defined below); and
WHEREAS, Employee and the Company want to establish the obligations of the Parties including, without limitation, all amounts due and owing to Employee.
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
1.Separation Date. Employee’s status as an employee and officer of the Company, and as an officer and/or director of each of its parents, subsidiaries and affiliates, shall end effective as of the earliest of (i) June 1, 2023 (the “Planned Separation Date”), (ii) the date the Company terminates Employee’s employment for any reason, (iii) the date Employee voluntarily resigns Employee’s employment for any reason, or (iv) the date of Employee’s death (the earliest such date, the “Separation Date”). Employee hereby agrees to execute such further document(s) as shall be determined by the Company as necessary or desirable to give effect to the termination of Employee’s status as an officer of the Company and as an officer and/or director of each of its parents, subsidiaries and affiliates as of the Separation Date.
2.Continued Employment. From the date hereof through the Separation Date (the “Employment Period”), Employee will remain employed at-will by the Company as its Chief Financial Officer. During the Employment Period, Employee will continue to be paid Employee’s base salary at the rate in effect on the date of this Agreement, be eligible for all employee benefit plans available to senior executives of the Company and be eligible to vest into the common units of Vacasa Employee Holdings LLC (the “Common Units”) held by Employee in accordance with their terms. All payments made to Employee during the Employment Period will be subject to required withholding taxes and authorized deductions. Employee reaffirms Employee’s commitment to remain in compliance with the At-Will Employment, Confidential Information, Non-Competition, Non-Solicitation and Invention Assignment Agreement between Employee and the Company dated December 8, 2020 (the “Confidentiality Agreement”).
The Change in Control and Retention Agreement between Employee and the Company effective as of March 1, 2021 (the “CICR Agreement”) shall also remain in effect during the Employment Period, except that a resignation for Good Reason (as defined in the CICR Agreement) shall no longer constitute a “Qualifying Termination” under the CICR Agreement, and the CICR Agreement is hereby deemed amended to reflect the foregoing. If the Company terminates Employee’s employment without Cause (as defined in the CICR Agreement) before the Planned Separation Date, then Employee shall be eligible for the benefits set forth in the CICR Agreement, subject to the terms and conditions thereof. Employee acknowledges and agrees that a termination of Employee’s employment on the Planned Separation Date in accordance with Section 1 of this Agreement shall not constitute a Qualifying Termination for purposes of the CICR Agreement. Immediately following the end of the Employment Period, the CICR Agreement shall terminate.
3.Consulting Period.
a.Consulting Period. If the Separation Date occurs on the Planned Separation Date, and if Employee both signs and delivers to the Company on the Separation Date a copy of the Release Agreement substantially in the form attached hereto as Exhibit A (the “Release”), then during the period (the “Consulting Period”) commencing on June 2, 2023 and ending on the
earliest of (i) October 1, 2023, (ii) the date Employee takes any action that constitutes Cause, (iii) the date Employee voluntarily resigns from Employee’s transition services, or (iv) the date of Employee’s death (such earliest date, the “Consulting Period End Date”), Employee shall serve as an independent contractor to the Company and shall provide transition services (the “Transition Services”) on an as-requested and as-needed basis in Employee’s areas of expertise and work experience and responsibility. The Transition Services shall be provided by telephone or videoconference. During the Consulting Period, Employee agrees to remain in compliance with the Confidentiality Agreement to the same extent as if Employee were an employee of the Company, except that Section 4(A) of the Confidentiality Agreement shall no longer apply to Employee as of the first day of the Consulting Period.
b.Retainer. During the Consulting Period, the Company shall pay to Employee, on or as soon as practicable after the last day of each calendar month, a fixed monthly retainer of $41,666.66, which shall be prorated for any partial month of service during the Consulting Period.
c.Equity Awards. During the Consulting Period, Employee will continue to vest into the Common Units held by Employee in accordance with their terms. Immediately following the end of the Consulting Period, any then-unvested Common Units shall be automatically forfeited without consideration.
d.Benefits. Employee understands and agrees that, while performing any services for the Company after the Separation Date, Employee shall be an independent contractor, and shall not be eligible to participate in or accrue benefits under any Company benefit plan for which status as an employee of the Company is a condition of such participation or accrual. Nothing in this Section shall be deemed to diminish Employee’s eligibility to elect continued healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
e.COBRA Premiums. The Company will reimburse Employee for a portion of the cost of continued healthcare coverage under COBRA for Employee and Employee’s eligible dependents, if any, with such portion limited to the amount the Company would have otherwise contributed towards Employee’s group health insurance as an active employee (the “COBRA Coverage Reimbursement”), commencing on June 2, 2023 and continuing until the earliest of (i) the end of the Consulting Period, (ii) the date upon which Employee (and Employee’s eligible dependents, as applicable) becomes covered under similar plans, or (iii) the date upon which Employee ceases to be eligible for coverage under COBRA (such period, the “COBRA Coverage Reimbursement Period”). The COBRA Coverage Reimbursement under this Section is subject to Employee electing COBRA continuation coverage within the time period prescribed pursuant to COBRA for Employee and Employee’s eligible dependents, if any. If the Company determines in its sole discretion that it cannot provide the COBRA Coverage Reimbursement without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of any COBRA Coverage Reimbursement, the Company will provide to Employee a taxable monthly payment payable on the last day of a given month (except as provided by the immediately following sentence), in an amount equal to the monthly COBRA Coverage Reimbursement (each, a “COBRA Replacement Payment”), which COBRA Replacement Payments will be made regardless of whether Employee elects COBRA continuation coverage and will end on the earlier of (x) the date upon which Employee obtains other employment or (y) the date the Company has paid an amount totaling the number of COBRA Replacement Payments equal to the number of months in the COBRA Coverage Reimbursement Period. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary under this Agreement, if the Company determines in its sole discretion at any time that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation,
Section 2716 of the Public Health Service Act), Employee will not receive the COBRA Replacement Payments or any reimbursement for further COBRA coverage.
f.Independent Contractor Status. Employee and the Company acknowledge and agree that, during the Consulting Period, Employee shall be an independent contractor. During the Consulting Period and thereafter, Employee shall not be an agent or employee of the Company and shall not be authorized to act on behalf of the Company. Personal income and self-employment taxes for compensation received from the Company during the Consulting Period, including monthly retainers, shall be the sole responsibility of Employee. Employee agrees to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties resulting from any failure by Employee to make required personal income and self-employment tax payments with respect to such compensation.
g.No Competitive Activities. Employee acknowledges and agrees that, during the Consulting Period, Employee shall not, directly or indirectly, become employed by, consult for, or otherwise provide assistance or advice to any competitor of the Company, and that any such activity by Employee shall constitute Cause and shall result in the immediate termination of this Agreement, and all of the Company’s obligations and Employee’s rights hereunder. For clarity, during the Consulting Period, Employee may become employed by, consult for, or otherwise provide assistance or advice to another company to the extent that such activities do not violate Employee’s obligations to the Company under Sections 2 and 7 of the Confidentiality Agreement.
4.Final Paycheck: Accrued Wages and Expenses. Employee shall be entitled to the following in connection with Employee’s separation from employment on the Separation Date, regardless of whether Employee executes the Release.
a.Final Paycheck. As soon as administratively practicable on or after the Separation Date, the Company will pay Employee all accrued but unpaid base salary and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings.
b.Business Expenses. The Company shall reimburse Employee for all outstanding expenses incurred prior to the Separation Date which are consistent with, and subject to, the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses.
5.Full Payment. Employee acknowledges that the payments and arrangements in this Agreement shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of Employee’s employment with the Company and the termination thereof.
6.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.
7.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement.
8.Right to Consult an Attorney. The Company hereby advises Employee to consult with an attorney before executing this Agreement.
9.Severability. In the event that any provision or any portion of any provision of this Agreement becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal,
unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
10.Attorneys’ Fees. In the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
11.No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the person signing on behalf of the Company below (or such other representative of the Company specifically authorized to agree to modifications of this Agreement).
12.Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of Delaware. Pursuant to Section 925 of the California Labor Code, Employee (i) waives the application of California law to this Agreement and any disputes under this Agreement, (ii) waives any right to have any disputes under this Agreement adjudicated in California and (iii) acknowledges and agrees that any disputes arising under this Agreement shall not be deemed to be a controversy arising in California.
13.Counterparts. This Agreement may be executed in counterparts and electronically or by facsimile, and each counterpart and electronic copy or facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
14.Entire Agreement. This Agreement, together with the Confidentiality Agreement and the CICR Agreement (as amended by this Agreement), constitutes the entire agreement between Employee and the Company concerning the subject matter hereof, and supersedes and replaces any other agreements or understandings regarding the same.
15.Voluntary Execution of Agreement. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party. Employee acknowledges that:
(a)Employee has read this Agreement;
(b)Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice, including, without limitation, Section 2, Section 3(a) and Section 12 of this Agreement;
(c)Employee understands the terms and consequences of this Agreement and of the releases it contains;
(d)Employee is fully aware of the legal and binding effect of this Agreement; and
(e)Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
(signature page follows)
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
JAMIE COHEN, an individual
Dated: May 3, 2023 /s/ Jamie Cohen
JAMIE COHEN
VACASA LLC
Dated: May 3, 2023 By: /s/ Robert Greyber
Robert Greyber
Chief Executive Officer
Exhibit A
RELEASE AGREEMENT
This Release Agreement (this “Agreement”) is made by Jamie Cohen (“Employee”) in favor of Vacasa LLC (the “Company”) and the Releasees (as defined below), effective as of the Effective Date (as defined below).
1.Release of Claims. For purposes hereof, “Releasees” refers to the Company and its parents, subsidiaries and affiliated partnerships and entities, including Vacasa Holdings LLC and Vacasa, Inc., their respective predecessors, successors and assigns, and each of their respective current and former officers, managers, directors, employees, agents, investors, attorneys, shareholders, administrators, benefit plans, plan administrators, insurers, trustees and divisions. In exchange for the benefits and arrangements set forth in the Transition Agreement (the “Transition Agreement”) to which this Agreement is an exhibit, Employee, on Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby unconditionally, irrevocably, absolutely 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, related in any way to the transactions or occurrences, including acts or omissions, between Employee and any of the Releasees, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with the Company and the termination of Employee’s employment, arising at any time up to and including the date Employee signs this Agreement, including, without limitation, claims for: violation of any written or unwritten contract, agreement, policy, plan or covenant of any kind; discrimination, harassment or retaliation on any basis; wrongful termination; personal injury; defamation; invasion of privacy; infliction of emotional distress; negligence; fraud; breach of fiduciary duty; breach of good faith and fair dealing; any other tort or violation of any public policy or common law of any jurisdiction; and violation of any foreign, federal, state, or local law, including any constitution, statute, ordinance, regulation, or order, including, but not limited to violations of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family Medical Leave Act, the Worker Adjustment and Retraining Notification, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the National Labor Relations Act and the Fair Labor Standards Act, the California Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Paid Family Leave Act, the California Credit Reporting Agencies Act, the California Military and Veterans Code, and the California Labor Code; and any and all claims for attorneys’ fees and costs.
2.Claims Not Released. The release of claims in Section 1 (the “Release of Claims”) does not extend to the right to enforce the Company’s obligations under the Transition Agreement. The Release of Claims does not release claims that cannot be released as a matter of law, including any Protected Activity (as defined below). The Release of Claims does not extend to any right Employee may have to unemployment compensation benefits or workers’ compensation benefits.
3.Unknown Claims. Employee acknowledges that Employee is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, and that Employee, being aware of this Code section, expressly waives any rights that Employee may have thereunder, as well as under any other statute or common law principles of similar effect with respect to the claims released hereunder. California Civil Code Section 1542 provides as follows: “A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
4.No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in Employee’s name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that Employee does not intend to bring any claims on Employee’s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.
5.Restrictive Covenants. Employee agrees to comply with all restrictive covenants set forth in the Confidentiality Agreement (as defined in the Transition Agreement), which shall remain in full force and effect pursuant to their terms, and which is a material condition to the arrangements set forth in Section 3 of the Transition Agreement.
6.No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.
7.No Liens. Employee warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
8.Protected Activity Not Prohibited. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging in any Protected Activity, nor require disclosure to the Company of Employee’s participation or engagement in any Protected Activity. For purposes of this Agreement, “Protected Activity” shall mean (a) filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”), including Employee’s right to receive damages or other relief from any such investigation or proceeding, or (b) disclosing or discussing conduct occurring at the workplace, at work-related events coordinated by or through the Company, between employees, or between the Company and an employee (whether on or off the employment premises), that Employee reasonably believes under state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy. Employee understands that in connection with such Protected Activity, Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Employee shall prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties other than the Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications or attorney work product. Nothing in this Agreement constitutes a waiver of any rights Employee may have under the Sarbanes-Oxley Act or Section 7 of the National Labor Relations Act. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will 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 in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney 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 (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
9.Non-disparagement. Except as otherwise provided in Section 8 above, Employee agrees that Employee will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame or disparage the personal and/or business reputations, practices or conduct of the Company or any of the other Releasees. The Company agrees that it will instruct its then-current named executive officers (within the meaning of Item 402 under Regulation S-K of the Securities Act of 1933, as amended) and members of the board of directors of Vacasa, Inc. not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame or disparage the personal and/or business reputation, practices or conduct of Employee. The parties’ obligations under this Section shall not be construed as restricting Employee, the Company or Vacasa, Inc. (and, with respect to the Company, restricting any of the Company’s employees, and, with respect to Vacasa, Inc., restricting any members of its board of directors) from making truthful statements (i) under oath in any lawsuit or other proceeding, or (ii) to the extent, and only to the extent, reasonably necessary to rebut, correct or refute any incorrect, untrue or misleading statements. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.
10.Right to Consult an Attorney. The Company hereby advises Employee to consult with an attorney before executing this Agreement.
11.Effective Date. This Agreement shall be effective on the date it is signed by Employee (the “Effective Date”).
12.Severability. In the event that any provision or any portion of any provision of this Agreement becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
13.Attorneys’ Fees. In the event that either party brings an action to enforce or effect its rights under this Agreement or the Transition Agreement, the prevailing party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
14.No Oral Modification. This Agreement may only be amended in a writing signed by Employee and a representative of the Company specifically authorized to agree to modifications of this Agreement.
15.Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of Delaware. Pursuant to Section 925 of the California Labor Code, Employee (i) waives the application of California law to this Agreement and any disputes under this Agreement, (ii) waives any right to have any disputes under this Agreement adjudicated in California and (iii) acknowledges and agrees that any disputes arising under this Agreement shall not be deemed to be a controversy arising in California.
16.Execution. This Agreement may be executed electronically or by facsimile, and each electronic copy or facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement.
17.Entire Agreement. This Agreement, together with the Transition Agreement and the Confidentiality Agreement, constitutes the entire agreement between Employee and the Company concerning the transition and separation of Employee’s employment, and supersedes and replaces any other agreements or understandings regarding the same (including, without limitation, the CICR Agreement (as defined in the Transition Agreement)).
18.Voluntary Execution of Agreement. Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Employee’s claims against the Company and any of the other Releasees. Employee acknowledges that:
(a)Employee has read this Agreement;
(b)Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice, including, without limitation, Section 5 and Section 15 of this Agreement;
(c)Employee has received payment for all salary and other wages and benefits accruing through the Separation Date, as well as payment for all reimbursable business expenses, and has vested into each equity award to the extent Employee has a right to vest into such award pursuant to its terms through the Separation Date;
(d)Employee has received all paid or unpaid time off, accommodations, and other benefits, if any, required under applicable law during Employee’s employment with the Company;
(e)Employee understands the terms and consequences of this Agreement and of the releases it contains;
(f)Employee is fully aware of the legal and binding effect of this Agreement; and
(g)Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
Dated: _______________
JAMIE COHEN
