Exhibit 10.1
SEPARATION AGREEMENT
Tom Caputo
[ADDRESS]
Dear Tom:
The purpose of this Separation Agreement (the “Agreement”) is to set forth the terms of your separation of employment from CarGurus, Inc. (“CarGurus” or the “Company”), including the following defined terms:
$27,000.
Additionally, provided that you have accepted this Agreement and complied with its terms and conditions and you have not revoked this Agreement, the Company agrees to accelerate the vesting of those restricted stock units (“RSUs”) and those shares subject to the nonqualified stock option (“NQSO”) granted to you during your employment that would have vested during the nine (9) month period following the Separation Date (equal to a total of 63,893 RSUs (the “Accelerated RSUs”) and a total of 4,107 shares subject to the NQSO (the “Accelerated NQSO Shares”)) had your employment continued during that time, as set forth on Exhibit A hereto (the “Acceleration of Vesting”, and together with the Severance Pay, the “Severance Package”). The Acceleration of Vesting will occur on the Effective Date, provided this Agreement has not been revoked in accordance with its terms.
The Company shall issue to you one share of Class A common stock of the Company for each Accelerated RSU, within 30 days following the Effective Date, in accordance with the terms of the applicable Company plan and the applicable RSU agreement. All remaining unvested shall be forfeited as of the Separation Date without any consideration. The NQSO with respect to the Accelerated NQSO Shares shall be exercisable only in accordance with the terms and conditions of the applicable Company plan and the applicable stock option grant agreement, including those provisions regarding the time in which you must exercise vested options, except that, notwithstanding anything to the contrary in such plan or agreement, the Accelerated NQSO Shares subject to the NQSO shall be deemed outstanding following the Separation Date for purposes of the accelerated vesting provisions of this Section 3. For the avoidance of doubt, the vested portion of the NQSO, including the Accelerated NQSO Shares subject to the NQSO, shall remain outstanding until the expiration of the 90-day period following the Separation Date, in accordance with the applicable stock option grant agreement, and shall automatically terminate on the last day of such 90-day period.
The Severance Package is subject to tax withholdings and any other authorized deductions (as applicable).
You acknowledge and agree that the Severance Package is not otherwise due or owing to you under any other agreement, obligation or any Company policy or practice. The Severance Package is not intended to be, and shall not be construed to constitute, a severance plan, and shall confer no benefit on anyone other than the parties specified herein. You further acknowledge that except for (i) the specific financial consideration set forth in this Agreement, (ii) any unpaid regular wages earned through the Separation Date, (iii) any accrued but unused vacation earned through the Separation Date, (iv) any business expenses incurred by you on behalf of the Company for which you submit a timely reimbursement claim in accordance with Company policy on or prior to the Separation Date (which will be paid as soon as practicable thereafter), and (v) any vested amount owing to you pursuant to any 401(k) savings plan of the Company, you are not and shall not in the future be entitled to any other compensation, benefit or reimbursement including, without limitation, other wages, commissions, bonuses, incentives, vacation pay, holiday pay, overtime pay, sabbatical pay, any form of equity, any equity vesting or acceleration, or any other form of compensation or benefit.
If you do not accept and allow this Agreement to become effective, then subject to your completion of the appropriate forms, and subject to all the requirements of COBRA, you will be entitled to continue your participation, if any, in the Company’s medical and dental insurance plans, to the same extent that such insurance is provided to persons then employed by the Company and made available to you prior to the date hereof, in accordance with applicable law, at your own cost. In all cases, the “qualifying event” under COBRA shall be deemed to have occurred on the Separation Date.
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your employment with the Company will terminate. If you have received a grant of stock options from the Company, you further acknowledge and agree that you are entitled to exercise only those stock options that have vested as of the Separation Date (including in connection with the Acceleration of Vesting hereunder), and only in accordance with the terms and conditions of the applicable Company plan, including those provisions regarding the time in which you must exercise vested options.
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You agree that your waiver and release bars any form of legal claim, lawsuit, charge, complaint or any other form of action against the Company (each, a “Claim”) seeking money or any other form of relief, including equitable relief (whether declaratory, injunctive or otherwise), damages or any other form of monetary recovery (including back pay, front pay, compensatory damages, overtime pay, emotional distress, punitive damages, attorneys’ fees and any other costs or expenses). You understand that there could be unknown or unanticipated Claims resulting from your employment with the Company and the termination of your employment, and you agree that such Claims are included in this waiver and release. You specifically waive and release the Company from any Claims arising from or related to your employment relationship with the Company or the termination of your employment, including without limitation Claims under any statute, ordinance, regulation, executive order, common law, constitution and any other source of law of any state, country and/or locality, including but not limited to the United States, the Commonwealth of Massachusetts, the State of California, the State of Michigan, the state in which you reside, and/or any other state or locality where you worked for the Company (collectively “Laws”).
Without limiting the foregoing waiver and release, except for Claims resulting from the failure of the Company to perform its obligations under this Agreement, you specifically waive and release the Company from:
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You acknowledge and agree that your receipt of the Severance Package is contingent upon your providing the waivers and releases in this Agreement, and not revoking this Agreement.
Consistent with the provisions of Laws regarding discrimination (the “Discrimination Laws”), nothing in your waiver and release shall prohibit you from challenging the validity of the release under the Discrimination Laws or from filing a charge or complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”) or similar state agency, or from participating in any investigation or proceeding conducted by the EEOC or such state agency. However, your release and waiver does prohibit you from seeking or receiving monetary damages or other individual-specific relief in connection with any such charge or complaint of age or other work- related discrimination. Further, nothing in this Agreement shall limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination Laws, or the Company’s right to seek restitution or other legal remedies of the economic benefits provided to you under this Agreement in the event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws.
The Company desires that you fully understand the provisions and effects of this Agreement. Consistent with the provisions of the OWBPA, you have a period of twenty-one (21) days from the date of delivery of this Agreement to you to consider and accept the provisions of this Agreement. You acknowledge and agree that any changes to this Agreement, whether material or immaterial, do not extend this period. You may revoke this Agreement within seven (7) business days after the Acceptance Date by sending an email to the Company’s Chief People Officer at
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[EMAIL] with a copy to the Company’s Legal Department at [EMAIL] that specifically notifies the Company of your revocation of this Agreement under this Section.
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The Company advises you to consult with legal counsel for the purpose of reviewing the terms of this Agreement. By executing this Agreement, you are acknowledging that you have been afforded sufficient time to understand the terms and effects of this Agreement and to consult with legal counsel, that your agreements and obligations hereunder are made voluntarily, knowingly and without duress, and that neither the Company nor any of its employees, agents or representatives has made any representations to you inconsistent with the provisions of this Agreement.
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To accept the terms of this Agreement, you must sign and return this Agreement to the Company’s Chief People Officer at [EMAIL] or by electronic signature and transmission (if made available by the Company) within the applicable period specified in Section 8.
Very truly yours, CARGURUS, INC.
By: /s/ Andrea Eldridge
Name: Andrea Eldridge Title: Chief People Officer
ACCEPTED AND AGREED:
/s/ Tom Caputo
Printed Name: Tom Caputo Acceptance Date: 5/31/2023
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Exhibit A
The chart below shows the number of RSUs and shares subject to the NQSO under your outstanding equity awards that will accelerate and become vested as of the Separation Date, subject to the terms and conditions of the Agreement:
Grant Date | Type of Award | Original Vesting Date | Number of RSUs Scheduled to Vest on the Vesting Date |
Feb-08-2022 | RSU | Jul-01-2023 | 2,688 |
Feb-08-2022 | RSU | Oct-01-2023 | 2,688 |
Feb-08-2022 | RSU | Jan-01-2024 | 2,688 |
Feb-08-2022 | RSU | Jul-01-2023 | 658 |
Feb-08-2022 | RSU | Oct-01-2023 | 658 |
Feb-08-2022 | RSU | Jan-01-2024 | 658 |
Feb-10-2021 | RSU | Jul-01-2023 | 1,317 |
Feb-10-2021 | RSU | Oct-01-2023 | 1,316 |
Feb-10-2021 | RSU | Jan-01-2024 | 1,316 |
Feb-10-2021 | NQSO | Jul-01-2023 | 1,369 |
Feb-10-2021 | NQSO | Oct-01-2023 | 1,369 |
Feb-10-2021 | NQSO | Jan-01-2024 | 1,369 |
Feb-12-2020 | RSU | Jul-01-2023 | 2,772 |
Feb-12-2020 | RSU | Oct-01-2023 | 2,773 |
Feb-12-2020 | RSU | Jan-01-2024 | 2,773 |
Feb-12-2020 | RSU | Jan-01-2024 | 41,588 |
TOTAL | 63,893 RSUs
4,107 shares subject to the NQSO |
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Exhibit B
Notice of Immunity
Consistent with federal law, the Company hereby notifies you of the following provisions of the Defend Trade Secrets Act of 2016.
Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing—
a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—
******
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