SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (“Agreement”) is made by and between Kunal Mittal (“Executive”) and MINDBODY, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Executive signed an Executive Employment Agreement with the Company on October 30, 2015 which superseded all prior employment agreements and/or offer letters by and between the Parties (the “2015 Employment Agreement”);
WHEREAS, Executive signed an Amendment to the 2015 Employment Agreement with the Company on August 2, 2016 which amended in part the 2015 Employment Agreement (the “2016 Amendment”);
WHEREAS, Executive signed an Employee Confidentiality Non-Disclosure and Assignment of Inventions Agreement with the Company on October 30, 2015 (the “Confidentiality Agreement”);
WHEREAS, Executive holds outstanding equity awards covering common stock of the Company as set forth on Exhibit A (the “Equity Awards”), pursuant to the Company’s 2009 Stock Option Plan and/or the Company’s 2015 Equity Incentive Plan (each, a “Plan”) and the equity awards agreements thereunder (each Equity Award agreement together with the Plans are collectively referred to herein as the “Stock Agreements”);
WHEREAS, Executive’s employment with the Company ceased effective June 1, 2018 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Executive may have against the Company 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 Executive’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1.Consideration. In consideration of Executive’s execution and non-revocation of this Agreement and Executive’s fulfillment of all of its terms and conditions, including Executive’s on-going obligations referenced in Section 11 herein, the Company agrees as follows:
a.Severance Payment. The Company agrees to pay Executive a total of Seventy-Seven Thousand, Two Hundred and Fifty Dollars ($77,250), at the rate of Twelve Thousand, Eight Hundred and Seventy Five Dollars ($12,875) semi-monthly, less applicable withholdings, for three (3) months from the first regular payroll date on or after the sixtieth day following the Separation Date, in accordance with the Company’s regular payroll practices. The first payment will include any amounts that would have been paid to you if payment had commenced on the Separation Date.
b.COBRA Reimbursement. The Company shall reimburse Executive for the payments Executive makes for COBRA coverage for a period of three (3) months, or until Executive has secured health insurance coverage through another employer, whichever occurs first, provided Executive timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. COBRA reimbursements shall be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy,
provided that Executive submits documentation to firstname.lastname@example.org substantiating Executive’s payments for COBRA coverage.
c.General. Executive acknowledges that without this Agreement, Executive is otherwise not entitled to the consideration listed in this Section 1.
2.Benefits. Executive’s health insurance benefits shall cease on June 30, 2018 subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Separation Date.
3.Payment of Salary and Receipt of All Benefits. Executive acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Executive.
4.Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns, (collectively, the “Releasees”). Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby 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, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
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