Exhibit 10.21
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
This Confidential Separation and Release Agreement (the “Agreement”) is entered into by and between Thomas Griffin (“Employee”) and EngageSmart, Inc. (the “Company”), effective as of the eighth (8th) day following the date on which Employee signs this Agreement if not revoked in accordance with Section 6(d) below (the “Effective Date”). The purpose of this Agreement is to provide separation pay to ease Employee’s transition from the Company and to settle and resolve any and all disputes and controversies of any nature existing between Employee and the Company, including, but not limited to, any claims arising out of Employee’s employment with, and separation from, the Company.
“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, hereby expressly waives any rights he or she may have thereunder, as well as under any other statutes or common law principles of similar effect.
If Employee wishes to revoke this Agreement, Employee shall deliver written notice stating his or her intent to revoke this Agreement to Charles Kallenbach, General Counsel, at CKallenbach@engagesmart.com on or before 5:00 p.m. on the seventh (7th) day after the date on which Employee signs this Agreement.
The Parties acknowledge and agree following the Separation Date, Employee will no longer be designated as an employee that is subject to the Company’s Insider Trading Policy (the “ITP”), provided, however, Employee will remain subject to the ITP until any material nonpublic information possessed by Employee has become public or is no longer material. In the event Employee is unable to exercise and sell all of the Options during the Restricted Period due to lock-up, blackout periods or other regulatory limitation, the Parties agree to enter into an amendment to this Agreement to extend the Restricted Period by a reasonable period of time to allow Employee to exercise and sell any then-unexercised Options.
For the avoidance of doubt, (i) any Options and/or other equity or equity-based awards held by Employee (including, but not limited to, stock options and restricted stock units), that are not vested as of the Separation Date shall be forfeited and cancelled for no consideration and (ii) Employee shall not qualify as an “Employee Stockholder” for purposes of any lock-up agreement entered into by Employee in connection with the Company’s initial public offering.
If to Employee:
Thomas Griffin
73 Grant Street
Lexington, MA 02420
If to the Company:
EngageSmart, Inc.
30 Braintree Hill Office Park, Suite 101
Braintree, Massachusetts 02184
Attn: Charles Kallenbach, General Counsel
with a copy to:
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Attn: Bradd Williamson
All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within
three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.
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PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. EMPLOYEE AGREES TO THE TERMS OF THIS AGREEMENT AND VOLUNTARILY ENTERS INTO IT WITH THE INTENT TO BE BOUND HEREBY.
If the above accurately reflects Employee’s understanding, please date and sign the enclosed copy of this Agreement in the places indicated below and return that copy to Charles Kallenbach by December 10, 2021.
| THOMAS GRIFFIN |
Dated: 12/10/2021 | /s/ Thomas Griffin |
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| ENGAGESMART, INC. |
Dated: 12/10/2021 | /s/ Robert Bennett |
| Chief Executive Officer |