a101villaniseparationagr






  1    CONFIDENTIAL SEPARATION AGREEMENT  AND GENERAL RELEASE OF ALL CLAIMS  This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is  made by and between Finance of America Equity Capital LLC and its parent, affiliates, predecessor,  successor, subsidiary and other current or future related companies (including Finance of America  Holdings LLC) (collectively, the “Company”) and Anthony W. Villani (“Employee”) (collectively the  “Parties”) with respect to the following facts:  1. Separation Date.  Employee agrees that Employee’s employment with Company will  terminate, effective September 1, 2022 (“Separation Date”), whereupon all benefits and privileges  related thereto will cease, except as set forth herein.  The Parties acknowledge and agree that  neither Party will be required to provide the other Party with a written notice of termination.  2. Separation Payment.  In exchange for execution of this Agreement, Employee’s  release of claims below, the other promises and covenants contained herein, and other good and  valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties  agree as follows:  Subject to the terms and conditions of this Agreement, Company shall pay to  Employee a total sum of  $700,000.00, less applicable deductions and withholdings from wages  required by law or regulation, and any outstanding premiums due for group health coverage through  the Separation Date (“Separation Payment”).  The Separation Payment shall be made within ten (10)  business days after the end of the Revocation Period defined below (assuming Company receives  the executed Agreement from Employee before the Revocation Period expires). The Separation  Payment is intended to qualify for the exception set forth in Section 1.409A-1(b)(9) of the Treasury  Regulations and shall be interpreted and administered in accordance with this intention.  3. No Other Payments Due.  Aside from the Separation Payment, Employee  acknowledges that Employee has been paid all wages or other compensation, including, but not  limited to, any incentives or bonuses that Employee has earned or became entitled to during  Employee’s employment with Company through the Effective Date.  Employee agrees that Employee  does not have knowledge of any potential or actual dispute with Company about any unpaid wages,  bonus, incentives, or compensation which Employee believes Employee is entitled to, but has not  been paid, as of the date Employee executes this Agreement.  Employee understands and  acknowledges that Employee shall not be entitled to any payments or benefits from Company other  than those expressly set forth in paragraph 2.  4. General Release.  In exchange for Company’s promises set forth herein, Employee,  including Employee’s heirs, administrators, executors, spouse, if any, successors, estate  representatives, and assigns, and all others claiming by or through Employee, voluntarily and  knowingly releases Company, its parent companies, their subsidiaries, divisions, affiliates, related  companies, predecessors, successors, partners, members, directors, officers, trustees, employees,  independent contractors, consultants, stockholders, owners, attorneys, agents, benefit plans,  subrogees, insurers, representatives, and assigns, whether alleged to have acted in their official  capacities or personally (collectively, the “Released Parties”), completely and forever, from any and  all claims, causes of action, suits, contracts, promises, or demands of any kind, which Employee  may now have, whether known or unknown, intentional or otherwise, from the beginning of time to  the Effective Date of this Agreement.  The Effective Date of this Agreement is the date it is signed  by Employee.  This release is intended to have the broadest possible application and includes, but is not  limited to, any tort, contract, common law, constitutional or other statutory claims, including, but not  limited to, alleged violations of Title VII of the Civil Rights Act of 1964, the Americans with Disabilities  





 






  2    Act of 1990, the Age Discrimination in Employment Act of 1967, the Family and Medical Leave Act  of 1993, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the  Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the  Worker Adjustment and Retraining Notification Act, the Uniformed Services Employment and  Reemployment Rights Act, and any claims raised in any charges or complaints, whether filed by  Employee or on his/her behalf, with the Equal Employment Opportunity Commission or the Texas  Workforce Commission (including its Civil Right Division), and any claims under Chapter 21 of the  Texas Labor Code (also known as the “Texas Commission on Human Rights Act”), including Tex.   Lab.  Code § 21.051 and § 21.055, and the Texas Genetic Testing Law (Texas Lab.  Code §§ 21.401-  21.405); the Texas Workers’ Compensation Act (including retaliation and other claims under Chapter  451 of the Texas Labor Code, formerly Article 8307c of the Texas Workers’ Compensation Act); the  Texas Payday Law (Chapter 61 of the Texas Labor Code); any other claims under the Texas Labor  Code; Texas disability discrimination law (Tex.  Hum.  Res.  Code §§ 121.001 et seq.); the Texas  Communicable Diseases Law (Tex.  Health & Safety Code §§ 81.101 et seq.); any other claims  under the Texas Health and Safety Code; the Texas Civil Practice and Remedies Code (including  any claim for attorneys’ fees under Chapter 38 of the Texas Civil Practice and Remedies Code); the  Texas Occupations Code; any and all other claims, including but not limited to, qui tam claims;  common law claims; failure to pay proper wage, minimum wage, and/or overtime wages; unpaid  wages; loss of wages; loss of earning capacity; loss of job security; humiliation; physical impairment  and/or disfigurement; loss of consortium; harm to reputation; libel, slander, or defamation; medical  expenses; personal property damage, loss, or diminution in value; negligence; gross negligence;  assault or battery; strict liability; malice; invasion of privacy; intentional infliction of emotional distress;  negligent infliction of emotional distress; loss or diminution of career advancement; loss of dignity;  any and all claims arising under any other federal, state, or local statute, law, ordinance, rule,  regulation, or order prohibiting employment discrimination or retaliation; any claim under tort,  wrongful discharge, breach of contract, or breach of agreement; and any other theory, claim, or  cause of action whatsoever, whether known or unknown.    By signing this Agreement, it is Employee’s intent to waive and release all claims and potential claims  against the Released Parties that can be waived and released under law.  Employee understands  the release of claims contained in this Agreement does not release rights to benefits that Employee  may have under the laws governing COBRA, unemployment benefits, disability insurance, and  workers’ compensation benefits.  Employee further understands that nothing in this Agreement  prohibits Employee from asserting rights to any vested benefits to which Employee may be entitled  pursuant to the terms of applicable plans or law.  Employee confirms Employee has not informed Company or any of the Released Parties of, and is  not aware of, any facts that show or lead Employee to believe that there has been (a) a violation of  any law, regulation, or contract by Company or any of the Released Parties, or (b) conduct by  Company or any of the Released Parties, or any related holding, parent, or subsidiary entities, or  any of their affiliates, employees, directors, officers, executives, agents, attorneys, stockholders,  insurers, or investors that, to Employee’s knowledge, violates any government regulation, contract,  or ethics requirement.  5. ADEA Release and Revocation Period. Pursuant to the Older Workers Benefit  Protection Act (“OWBPA”), Employee hereby knowingly and voluntarily agrees to waive and release  any right or claim under the Age Discrimination in Employment Act of 1967 (“ADEA”) against the  Released Parties. In this regard, Employee agrees and warrants that Employee has carefully read  and fully understands the provisions of this Agreement, and that Employee is receiving consideration  from Company over and above anything of value to which Employee is otherwise entitled. Employee  is not waiving or releasing any right or claim that may arise under the ADEA after Employee signs  





 






  3    this Agreement. Employee has the right to, and should, consult with an attorney before signing this  Agreement.   Employee has twenty-one (21) days from the date Employee received this Agreement to consider it  and sign it. If Employee chooses to sign this document, Employee has seven (7) days after signing  to change Employee’s mind and revoke the Agreement (the “Revocation Period”). If Employee  chooses to revoke the Agreement, Employee must deliver a written notice of revocation to  employeerelations@financeofamerica.com. Any such revocation must be actually received by  Company within the Revocation Period or it will be null and void. Company and Employee agree this  Agreement shall not become effective or enforceable until the Revocation Period has expired with  no revocation taking place.  6. No Interference with Rights.  The Parties agree that nothing in this Agreement shall  be construed to limit Employee’s ability to file a charge or complaint with the Equal Employment  Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health  Administration, the Securities and Exchange Commission, or any other federal, state, or local  government agency or commission (“Government Agencies”).  Further, the Parties agree that this  Agreement does not limit Employee’s ability to communicate with any Government Agencies or  otherwise participate in any investigation or proceeding that may be conducted by any Government  Agency, including providing documents or other information, without notice to Company.  However,  by signing this Agreement, Employee understands that Employee is waiving Employee’s right to  receive monetary relief based on claims asserted in any such agency proceeding, except where such  a waiver is prohibited, such as Employee’s right to receive an award for information provided to any  Government Agencies.    7. Ownership of Claims.  Employee represents and warrants that Employee is the sole  and lawful owner of all rights, title, and interest in and to all released matters, claims, and demands  referred to herein.  Employee further represents and warrants that there has been no assignment or  other transfer of any interest in any such matters, claims, or demands which Employee may have  against the Released Parties.  8. Indemnification.  Employee agrees to hold the Released Parties harmless from, and  to defend and indemnify the Released Parties from and against, all further claims, cross-claims, third- party claims, demands, costs, complaints, obligations, causes of action, damages, judgments,  liability, contribution, or indemnity related in any way to the allegations that were or could have been  made by Employee with respect to the claims and causes of action released as part of this  Agreement, as well as any claims that may be made indirectly against the Released Parties for  contribution, indemnity, or otherwise by any third party from whom or which Employee seeks relief  or damages, directly or indirectly, for the same claims and/or causes of action released as part of  this Agreement, regardless of whether such claims are caused in whole or in part by the negligence,  acts, or omissions of any of the Released Parties.  Employee further agrees that Employee is solely responsible for certain employee tax obligations  which may arise as a consequence of this Agreement.  If it is ever claimed or determined that any  portion of the foregoing payments constitute or represent taxable earnings, and/or that Company  should have withheld, deducted, made contribution towards, and/or paid any taxes to any federal,  state, or local governmental body as a result thereof, Employee warrants and agrees to pay,  indemnify, secure, and hold the Released Parties harmless from all costs, assessments, penalties,  damage, fees, or interest, arising from any employee tax obligations to which the Released Parties  are or may be subject by reason of the characterization of such or any portion thereof as nontaxable.  





 






  4    9. Non-disparagement.  Subject to the “No Interference with Rights” section above,  Employee shall not make any disparaging remarks about the Released Parties, verbally or in writing,  including, without limitation, posting on LinkedIn, YouTube, Facebook, Twitter, Instagram, Snapchat,  TikTok, blogs, or other public forums, or otherwise take any action that could reasonably be  anticipated to cause damage to the reputation, goodwill, or business of the Released Parties, or  otherwise make remarks that may reflect negatively upon any of the Released Parties.   Notwithstanding the foregoing provision, 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 and Employee  may testify truthfully pursuant to compulsory process.    10. Duty to Cooperate.  Subject to the “No Interference with Rights” section above,  Employee agrees to reasonably cooperate with Company:  (a) regarding the transition of any  business matters Employee handled or had involvement with on behalf of Company; and (b) in the  defense or prosecution of any claims or actions now in existence or which may be brought in the  future against or on behalf of any of the Released Parties that relate in any way to events or  occurrences that transpired while Employee was employed by Company.  Employee’s cooperation  in connection with such claims or actions will include, but not be limited to, being available to meet  with Company’s counsel to prepare for discovery or any legal proceeding, and to act as a witness  on behalf of Company at mutually convenient times.  Company will reimburse Employee for all  reasonable, pre-approved, out-of-pocket costs and expenses (but not including attorneys’ fees,  costs, or compensation for time) that Employee incurs in connection with Employee’s obligations  under this section of the Agreement, to the extent permitted by law.  11. Confidential Information and Return of Company Property.  Employee understands  and agrees that as a condition of receiving the Separation Payment in paragraph 2, all Company  property must be returned to Company on or before the Separation Date.  By signing this Agreement,  Employee represents and warrants that Employee will have returned to Company on or before the  Separation Date all Company property, data, and information (including any copies) belonging to  Company, and agrees that Employee will not use or disclose to others any confidential or proprietary  information of Company or the Released Parties.  Employee further agrees to comply with the continuing obligations regarding confidentiality set forth  in the surviving provisions of Company’s confidentiality agreements.  Further, Employee  acknowledges and agrees that incident to Employee’s employment with Company, Employee had  access to and became familiar with certain proprietary, confidential, and otherwise sensitive  information relating to the business or affairs of Company (“Confidential Information”).  Non- exhaustive examples of Confidential Information include information not readily available to the  public that Company takes reasonable steps to maintain the confidential and proprietary nature  thereof, including, without limitation, personnel records, contractor records, sales figures, pricing  information, financial records, profit and performance reports, projections, business plans, customer  information (including the content, work product, or subject matter of any documents presented to  Company by a customer, as well as customer financial information and information of a personal  nature about a customer or its employees), customer lists, vendor information (including vendor  contracts and costs), promotional methods, techniques and methods of operations, trade secrets,  potentially patentable products and processes, information of third parties (including customers) that  Company is obligated to keep confidential, and any information Company designates or deems  proprietary or confidential.  Employee understands that Employee’s employment with Company created a relationship of  confidence and trust between Employee and Company with respect to any Confidential Information.   In consideration of the Separation Payment and benefits provided in this Agreement and other good  





 






  5    and valuable consideration, the sufficiency of which Employee hereby acknowledges, Employee  agrees that Employee shall exercise Employee’s best efforts to protect Company’s Confidential  Information.  Employee further agrees that Employee will not disclose to any third party, including  any prospective or new employer, or use any Confidential Information for Employee’s or anyone  else’s benefit or profit.  In the event Employee discloses or uses Confidential Information outside the  scope of Employee’s employment with Company, Company will be entitled to injunctive relief from a  court of competent jurisdiction, in addition to all other available remedies at law or in equity.  The  purpose of this non-disclosure provision is to protect, to the maximum extent permitted by law,  Company’s protectable business interests in its Confidential Information.  Nothing herein is intended  to be or will be construed to prevent, impede, or interfere with Employee’s right to respond accurately  and fully to any question, inquiry, or request for information regarding Company or Employee’s  employment with Company when required by legal process, or from initiating communications  directly with, or responding to any inquiry from, or providing truthful testimony and information to,  any federal, state, or other regulatory authority in the course of an investigation or proceeding  authorized by law and carried out by such agency.  Employee is not required to contact Company  regarding the subject matter of any such communications before engaging in such communications.  The federal Defend Trade Secrets Act of 2016 (the “Act”) provides immunity from liability in certain  circumstances to Company employees, contractors, and consultants for limited disclosures of  Company “trade secrets,” as defined by the Act.  Specifically, Company employees, contractors, and  consultants may disclose trade secrets:  (1) in confidence, either directly or indirectly, to a federal,  state, or local government official, or to an attorney “solely for the purpose of reporting or  investigating a suspected violation of law,” or (2) “in a complaint or other document filed in a lawsuit  or other proceeding, if such filing is made under seal.”  Additionally, employees, contractors, and  consultants who file lawsuits for retaliation by an employer for reporting a suspected violation of law  may use and disclose related trade secrets in the following manner:  (1) Employee may disclose the  trade secret to Employee’s attorney, and (2) Employee may use the information in the court  proceeding, as long as Employee files any document containing the trade secret under seal and  does not otherwise disclose a trade secret “except pursuant to court order.”   Employee understands that the covenants contained in this Section 11 is a material inducement for  Company in making this agreement and that, for the breach thereof, will be considered a material  breach of this Agreement. 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 have reason to believe is unlawful.  12. Confidentiality.  Subject to the “No Interference with Rights” section above, Employee  and Employee’s attorney and agents agree that the terms of this Agreement, including, without  limitation, the amount of the Separation Payment, are to remain strictly confidential and shall not be  disclosed unless required by law or the judicial process, as explained below.  Notwithstanding the  foregoing restriction, Employee may disclose the terms of this Agreement to Employee’s spouse, tax  and financial advisors, and attorneys, so long as such persons agree to be bound by the  confidentiality terms of this Agreement, and to the IRS in response to an inquiry.  If any Party sues  to enforce the terms of this Agreement, that Party must file it under seal.  If Employee is served with  a court order, subpoena, or other legal process that calls for disclosure of this Agreement or its terms,  Employee shall immediately provide Company with written notice thereof by first class mail and  e-mail to: Finance of America Companies, ATTN: Human Resources, 1 West Elm Street,  Conshohocken, PA 19428, employeerelations@financeofamerica.com (855) 850-2248, along with a  copy of the order, subpoena, or other legal process.  The breach of this paragraph shall not affect  the continuing validity or enforceability of this Agreement.  





 






  6    13. No Admissions.  By entering into this Agreement, Company makes no admission that  they have engaged, or are now engaging, in any unlawful conduct.  The Parties understand and  acknowledge that this Agreement is not an admission of liability and shall not be used or construed  as such in any legal or administrative proceeding.  14. Full Defense and Attorney’s Fees.  This Agreement may be pled as a full and complete  defense to and may be used as a basis for an injunction against, any action, suit, or other proceeding  that may be prosecuted, instituted, or attempted by Employee in breach hereof.  In the event that  any Party to this Agreement asserts a claim for breach of this Agreement or seeks to enforce its  terms, the prevailing Party in any such proceeding shall be entitled to recover costs and reasonable  attorney’s fees, to the fullest extent permitted by law.  15. Severability.  In the event any provision of this Agreement shall be found  unenforceable, the unenforceable provision shall be deemed deleted and the validity and  enforceability of the remaining provisions shall not be affected thereby.  16. Applicable Law and Arbitration.  This Agreement, in all respects, shall be interpreted,  enforced, and governed by and under the laws of the State of Texas without regard to conflict of law  principles.  For any action involving the validity, interpretation, or enforcement of this Agreement, or  for any claim for breach of this Agreement, for damages and for other relief sought under this  Agreement, the Parties agree that any such dispute must be submitted to binding arbitration in  Dallas, Texas before the American Arbitration Association.  The decision of the arbitrator shall be  final and binding on the Parties to the arbitration.   17. Medicare Affirmation.  Employee affirms, covenants, and warrants Employee is not a  Medicare beneficiary and is not currently receiving, has not received in the past, will not have  received at the time the Separation Payment is due under this Agreement, is not entitled to, is not  eligible for, and has not applied for or sought Social Security Disability or Medicare benefits.  In the  event any statement in the preceding sentence is incorrect (for example, but not limited to, if  Employee is a Medicare beneficiary, etc.), the following sentences of this paragraph apply.   Employee affirms, covenants, and warrants Employee has made no claim for illness or injury against,  nor is Employee aware of any facts supporting any claim against, the Released Parties under which  the Released Parties could be liable for medical expenses incurred by Employee before or after the  execution of this Agreement.  Furthermore, Employee is aware of no medical expenses that  Medicare has paid and for which the Released Parties are or could be liable, now or in the future.   Employee agrees and affirms that, to the best of Employee’s knowledge, no liens of any  governmental entities, including those for Medicare conditional payments, exist.  Employee will  indemnify, defend, and hold the Released Parties harmless from Medicare claims, liens, damages,  conditional payments, and rights to payment, if any, including attorneys’ fees, and Employee further  agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C.  § 1395y(b)(3)(A) et seq.  18. Successors and Assigns.  It is expressly understood and agreed by the Parties that  this Agreement and all of its terms shall be binding upon each Parties’ representatives, heirs,  executors, administrators, successors, and assigns.  19. Counterparts.  This Agreement can be executed in any number of counterparts, each  of which shall be effective only upon delivery, and thereafter shall be deemed an original, and all of  which shall be taken to be one and the same instrument for the same effect as if all Parties hereto  had signed the same signature page.  A facsimile or e-mail copy of any Party’s signature is as legally  binding as the original signature.  





 






  7    20. Entire Agreement; Modification.  This Agreement, including the surviving provisions  of any confidentiality and/or non-disclosure agreements previously executed by Employee and  Company, herein incorporated by reference, is intended to be a single, integrated, written contract,  expressing the entire agreement between the Parties, and supersedes and cancels any and all other  and prior agreements, written or oral, between the Parties regarding this subject matter.  The Parties  further understand and agree that this Agreement may be amended only by a written instrument  executed by all parties hereto.  21. Headings.  The headings in each paragraph herein are for convenience of reference  only and shall be of no legal effect in the interpretation of the terms hereof.  22. Representations and Warranties.  The Parties represent and warrant that: (a) they  had the option to consult with counsel of their own choosing prior to executing this Agreement and  are relying upon their own or their attorney’s judgment, belief, and knowledge with respect to the  terms and effect of this Agreement; (b) neither of the Parties are relying on the other Party, or the  other Party’s attorneys, for any advice or counsel, whether same is legal, tax, or other advice; (c) they  have not been induced to enter this Agreement by a statement, action, or representation of any kind  or character made by the persons or entities released under this Agreement, or any person or  persons representing them, other than those expressly made in this Agreement; (d) they are legally  competent to execute this Agreement; (e) they have carefully read and understand this Agreement,  and have executed it freely, voluntarily, and without duress; (f) they are fully and completely informed  of the facts relating to the subject matter of this Agreement, and all enter into this Agreement  voluntarily after having given careful and mature consideration of the making of this Agreement;  (g) they fully understand and intend this Agreement to be a full, final, and complete resolution of all  matters described herein; and (h) they have actual authority to execute this Agreement.    DATED: September 2, 2022 ANTHONY W. VILLANI      /s/ Anthony W. Villani   _______________________________________   EMPLOYEE SIGNATURE     DATED:   September 2, 2022 FINANCE OF AMERICA EQUITY CAPITAL LLC      By:  /s/ Karla Klingfus    _______________________________________   Vice President