Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Andrew Hamer (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set forth below.
RECITALS
WHEREAS, Employee was employed at-will by the Company;
WHEREAS, Employee signed an Employment Agreement with the Company effective as of October 9, 2022 (the “Employment Agreement”) (Company, together with its Parent, Sarcos Technology and Robotics Corporation (“Parent”) and their respective subsidiaries and affiliates, the “Company Group”);
WHEREAS, Employee signed a “Retention Bonus Opportunity” letter with the Company dated January 19, 2024 (the “Retention Letter”);
WHEREAS, Employee signed an Employee Intellectual Property Agreement with the Company effective October 9, 2022 (the “Confidentiality Agreement”);
WHEREAS, Employee and Parent have entered into certain Restricted Stock Unit award agreements (“RSU Agreements”) granting the Employee certain awards of restricted stock units with respect to the shares of the Parent’s common stock (“RSUs”), and certain option award agreements (“Option Agreements”) pursuant to which Employee was granted options to purchase shares of the Parent’s common stock (“Options,” and, together with the RSUs, the “Equity Awards”), each pursuant to Parent’s 2021 Equity Incentive Plan (the “Plan” and together with the RSU Agreements, and the Option Agreements, the “Equity Documents”);
WHEREAS, on March 5, 2024 Employee ceased to serve as Parent’s and Company’s Chief Financial Officer, and Employee’s employment with the Company Group ended on March 8, 2024 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company (or any other entity in the Company Group) and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s relationship with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
COVENANTS
Type | Grant Date | Vested Shares | Unvested Shares |
Options | 11/20/2022 | 41,118 | 123,356 |
Options | 3/29/2023 | 0 | 68,486 |
RSUs | 11/20/2022 | N/A | 80,127 |
RSUs | 3/29/2023 | N/A | 44,631 |
RSUs | 2/23/2024 | N/A | 100,000 |
a. any and all claims relating to or arising from Employee’s relationship with the Company Group, including the termination of Employee’s employment, and any claims under the Employment Agreement and any other agreement or arrangement related to Employee’s employment;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, Parent, or any other entity in the Company Group, including any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic
advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the California Family Rights Act, the California Labor Code, the California Workers’ Compensation Act and the California Fair Employment and Housing Act (the “FEHA”);
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage or expense arising out of any dispute over the non-withholding or other tax treatment of any proceeds received by Employee from the Company (or any other entity in the Company Group, as applicable); and
h. any and all claims for attorneys’ fees and costs.
Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any Company obligations or Employee rights under this Agreement. This release does not release claims that cannot be released as a matter of law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Agreement, except as required by applicable law. This release does not extend to any right Employee may have to unemployment compensation or workers’ compensation benefits. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action or other matter waived or released by this section. In addition, this release does not extend to any rights of indemnification Employee may have pursuant to that certain October 9, 2022 Indemnification Agreement between Parent and Employee (the “Indemnification Agreement”), subject to all terms and conditions therein.
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.
Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.
(a) Employee has read this Agreement;
(b) Employee has a right to consult with an attorney regarding this Agreement, and has been represented in the preparation, negotiation and execution of this Agreement by an attorney of Employee’s own choice or has elected not to retain an attorney;
(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 (or any other entity in the Company Group) that are not specifically set forth in this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
ANDREW HAMER, an individual
Dated: _3/14/2024__________ /s/ Andrew Hamer
Andrew Hamer
Sarcos Corp.
Dated: _3/14/2024__________ By /s/ Benjamin Wolff
Benjamin Wolff
Chief Executive Officer
SARCOS TECHNOLOGY AND ROBOTICS CORPORATION
Dated: _3/14/2024__________ By /s/ Benjamin Wolff
Benjamin Wolff
Chief Executive Officer