EX-10.1




 Exhibit 10.1 

SEPARATION AGREEMENT 

THIS SEPARATION AGREEMENT (this “Agreement”) is made as of April 14, 2022 by and between Todd R. Pedersen, an
individual (“Executive”), Vivint Smart Home, Inc., a Delaware corporation (the “Company” and together with its subsidiaries and affiliates as of the date hereof, the “Company Group”). In
consideration of the payments and benefits described in Sections 2(a)(ii) and (b) below to be provided to Executive, the sufficiency of which is acknowledged hereby, Executive and the Company agree as follows: 

1. Termination Date. Executive and the Company (on behalf of the Company Group) agree that Executive’s employment with all members
of the Company Group terminated on June 15, 2021 (the “Termination Date”) and was treated as a termination by the Company without Cause (as defined in the Employment Agreement, dated as of March 2, 2020, by and between
Executive and the Company (the “Employment Agreement”)). For the avoidance of doubt, Executive agrees that he resigned, as of the Termination Date (or on or prior to the date hereof with respect to the board of managers of 313
Acquisition LLC), from all positions as an employee and officer and director (or its equivalent) with all members of the Company Group other than the Company’s board of directors (the “Board”). 

2. Payments. 
 (a)
Accrued Rights. Following the Termination Date, Executive shall be entitled to: 
 (i) the Accrued Rights (as defined
in the Employment Agreement), to the extent unpaid; and 
 (ii) $341,930.81 in respect of a pro rata portion of
Executive’s Annual Target Bonus (as defined in the Employment Agreement) in respect of 2021, based on a fraction, the numerator of which is the number of days during 2021 up to and including the Termination Date, and the denominator of which is
the number of days in such fiscal year, payable within ten (10) days following the Release Effective Date (as defined below), subject to the execution and non-revocation of the Release (as defined below).

 (b) Separation Payments. In addition to the payments set forth in Section 2(a) hereof, subject to (i) Executive’s
continued compliance with the Restrictive Covenants (as defined below), and (ii) Executive’s execution and non-revocation of (x) this Agreement and (y) the General Release attached hereto
as Exhibit A (the “Release”) and in consideration of the Release, and Executive’s other promises set forth herein, the Company, in full satisfaction of the obligations set forth in Section 5(d) of the Employment
Agreement or otherwise, shall pay: 
 (i) to Executive, a lump-sum cash payment,
payable within 55 days following the effectiveness of the Release, equal to the sum of: 
 (A) $2,103,671.62, which is equal
to 200% of Executive’s Base Salary (as defined in the Employment Agreement) as of the date immediately prior to the Termination Date; 

  
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 (B) $2,581,895.36, which is equal to 200% of Executive’s Annual Bonus
(as defined in the Employment Agreement) for 2020; 
 (C) $35,269, to the extent not already paid (directly or indirectly),
which is equal to (i) the monthly COBRA costs of providing health and welfare benefits for Executive and Executive’s dependents under the plans in which Executive was participating as of the Termination Date, times (ii) twenty-four;
and 
 (ii) on behalf of Executive, the amount required to buy out the Executive’s leased Company automobile (the
“vehicle”) from the Company’s fleet leasing provider (the “lessor”), payable to the lessor, and the Company shall permit Executive to retain the vehicle, and the Company will promptly take all actions necessary to
effect the full and complete transfer of ownership and title of the vehicle from the lessor (or its affiliate, as the case may be) to Executive (collectively 2(b)(i) and 2(b)(ii), the “Separation Benefits”). 

Except as otherwise expressly required by law (or for his services solely as a non-employee director
on the Board from time to time) or as specifically provided herein, Executive shall have no right to compensation, benefits or other amounts after the Termination Date. 

(c) Section 409A. To the extent that any of the Separation Benefits or the payment set forth in Section 2(a)(ii) (the
“Conditioned Benefits”) constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or
provision of any benefit otherwise scheduled to occur prior to the 60th day following the Termination Date, but for the condition on executing the Release as set forth herein, shall not be made
until the first regularly scheduled payroll date following such 60th day, after which any remaining Conditioned Benefits shall thereafter be provided to Executive according to the applicable
schedule set forth herein. 
 3. Equity. 

(a) As provided in the legal documentation therefor, the parties hereto confirm Executive’s continued service as a member of the Board
during the Board Term (as defined below) shall be treated as continued service with the Company for purposes of vesting under all Outstanding Awards, subject to Executive’s compliance with the Restrictive Covenants. For purposes of this
Agreement, “Outstanding Awards” shall mean unvested equity incentive awards held by Executive in connection with Executive’s services to the Company Group in the form of restricted stock units covering shares of the
Company’s Class A common Stock granted pursuant to the terms of the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan (the plan and agreements pursuant to which such Outstanding Awards were granted, the “Equity
Documents”). All other terms and conditions of the Outstanding Awards shall remain unchanged. Notwithstanding the foregoing, upon the termination of the Board Term or in the event Executive breaches any of the Restrictive Covenants,
Executive’s unvested Outstanding Awards, if any, shall then immediately be forfeited for no consideration. 
 (b) Except as otherwise
set forth in this Agreement, the Outstanding Awards shall remain subject to the terms set forth in the Equity Documents. 

  
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 4. Board Term. 

(a) The Company and Executive agree that Executive shall continue to serve as a member of the Board until otherwise removed in accordance with
any legal agreements related to Executive’s services on the Board (such period of service, the “Board Term”). 
 (b)
During the Board Term, Executive shall be entitled to receive compensation for Executive’s services as a non-employee director of the Board in accordance with the Company’s policies and procedures
for non-employee directors in place from time to time. 
 (c) During the Board Term, Executive will
be expected to provide non-executive transition services to the Company Group, as reasonably requested by the Board from time to time. 

5. Reimbursement and Other Benefits. 

(a) Executive shall be entitled to reimbursement for business expenses incurred in accordance with the Company’s policies in place as of
the Termination Date, including expenses related to airplane usage for business purposes that were incurred in compliance with the Company’s policies, as determined by the Company. 

(b) Executive and the Company acknowledge and agree (i) that Executive will use his reasonable best efforts to cause the Lease Agreement,
dated April 19, 2019, by and between Chu Hill LLC and Vivint, Inc. to be terminated and (ii) Executive’s country club membership shall be transferred to Executive, at Executive’s expense, in each case, as soon as reasonably
possible following the date hereof. 
 6. Company Property. 

(a) To the extent not already completed, as soon as possible, Executive shall return to the Company, as applicable, Executive’s credit
cards, electronic fuel card, electronic building access cards, codes or devices, keys, computers and other electronic devices, electronically stored documents or files, physical files and all other property of the Company Group, except as set forth
in Section 2(b)(ii) hereof or as otherwise agreed to with the Company Group in order to provide the services during the Board Term. 

(b) Executive represents and warrants that Executive has not, and shall not, take or copy in any form or manner, including electronic or hard
copy, of any of the Company Group’s files, financial information, lists of customers, prices, or any other confidential and proprietary materials or information of the Company Group. Executive represents that Executive does not have in
Executive’s possession, and Executive has not distributed, whether in hard copy or electronic form, recreate, or deliver to anyone else, nor delete information belonging to the Company Group in anticipation of Executive’s separation. 

  
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 7. Restrictive Covenants. Executive acknowledges and agrees that Executive remains
subject to the restrictive covenants between the Company Group and Executive as negotiated between them and set forth in Sections 6, 7 and 8 of the Employment Agreement and the Equity Documents (the “Restrictive Covenants”) and that
such Restrictive Covenants are incorporated herein by reference; provided, that Executive agrees, that in consideration for the continued vesting of the Outstanding Awards, that such Restrictive Covenants shall continue to apply during the Board
Term and the “Restricted Period” with respect to such Restrictive Covenants shall be deemed to mean the two year period following the end of the Board Term. Executive agrees and understands that should Executive breach any of the
Restrictive Covenants, Executive shall not be entitled to any of the Separation Benefits, the Outstanding Award or the value received with respect to the Outstanding Awards. 

8. No Admission. Neither this Agreement nor anything in this Agreement shall be construed to be or shall be admissible in any
proceeding as evidence of an admission by the Company or Executive of any wrongdoing or liability, or of any violation of the Company’s policies or procedures, or state or federal laws or regulations. This Agreement may be introduced, however,
in any proceeding to enforce the Agreement. Such introduction shall be pursuant to an order protecting its confidentiality, except insofar as a court declines to enter any such order. 

9. Waiver; Effective Date; Acknowledgments. Executive expressly acknowledges that: 

(a) The Company and Executive agree that this Agreement will become effective and enforceable on the date this Agreement is executed by
Executive (the “Effective Date”), and that no obligations upon the Company Group set forth in Section 2(a)(ii), Section 2(b), or Section 3 of this Agreement shall be operative or binding upon it until the Release
Effective Date (as defined in the Release). For the avoidance of doubt, if Executive does not execute the Release within twenty-one days after the date hereof, or revokes the Release prior to the Release
Effective Date, Executive shall not be entitled to any of the Conditioned Benefits. Any Conditioned Benefits otherwise due prior to the Release Effective Date will be paid in a lump sum thereafter, in accordance with Sections 2(a)(ii) or 2(b), as
applicable. 
 (b) Executive understands, acknowledges, and agrees that the payment of the Conditioned Benefits pursuant to
Section 2(b) are in consideration of Executive’s execution of this Agreement and the Release. Executive further acknowledges that Executive is not entitled to any additional payment or consideration not specifically referenced in this
Agreement. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Company Group to provide such separation benefits or other benefits to any individuals other than Executive. 

10. Cooperation. Upon request by the Company, Executive shall reasonably cooperate with any investigation conducted by the Company
Group, including by answering written questions and by appearing for interviews. The Company shall reimburse Executive’s reasonable and documented out-of-pocket
expenses incurred in connection with this Section 10. 
 11. Employment Relationship. Executive acknowledges that any employment
relationship between Executive and the Company Group terminated on the Termination Date, that thereafter they had no further employment relationship except as may arise out of this Agreement and that Executive waives any right or claim to
reinstatement as an employee of the Company Group and will not seek employment in the future with the Company Group, unless by mutual consent. Nothing herein shall be construed as voiding Executive’s entitlement to post-termination payments or
benefits pursuant to Section 2(b) or Section 3(b) above or the Company Group’s rights pursuant to the Employment Agreement or the Equity Documents. 

  
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 12. Indemnity and Injunctive Relief. 

(a) The Company shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment with the Company or
service as a member of the Board to the extent provided under the Company’s charter, by-laws and applicable law, including, to the extent reasonable and consistent with current policies, any personal
liability associated with such acts and/or omission. For six years following the Termination Date, the Company, or any successor to the Company, shall purchase and maintain, at its own expense, directors and officers liability insurance providing
coverage for Executive in the same amount as for members of the Board. 
 (b) Executive agrees to indemnify and hold the Company Group
harmless from and against any loss, cost, damage or claim suffered by the Company Group, including attorneys’ fees, resulting from a material breach by Executive of any material term of this Agreement, provided that before the Company Group
exercises this remedy, it shall provide written notice to Executive and a reasonable opportunity for his to cure any breach (where such a breach is capable of cure). Executive further understands and agrees that money damages may not be a sufficient
remedy for any breach of this Agreement, and that in addition to all other remedies, the Company Group shall be entitled to injunctive or other equitable relief as a remedy for any such breach. Executive agrees not to oppose the granting of such
relief and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy, as permitted by law.  

(c) If Executive fails to comply with any of the terms of this Agreement in any material respect, or if Executive revokes the Release within
the seven (7) day revocation period, the Company Group may, in addition to any other remedies it may have, reclaim any amounts paid to Executive under the Sections 2(a)(ii) or 2(b) of this Agreement or terminate any benefits or payments that
are later due under this Agreement, without waiving the Release; provided that such Release shall be null and void in the event Executive revokes the release within the seven (7) day revocation period. Executive agrees that this Agreement can
be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. 
 13. No Pending
Claims. 
 (a) The Company Group specifically represents, warrants, and confirms that the: 

(i) Company Group has not filed, and to the best of its knowledge is not aware of the basis of, any claims, complaints, or
actions of any kind by the Company Group against Executive with any court of law, or local, state, or federal government or agency; and 

  
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 (ii) Executive has not, to the Company Group’s knowledge, engaged in
any unlawful conduct relating to the business of the Company Group. 
 (b) Executive specifically represents, warrants, and confirms that
Executive: 
 (i) has not filed, and is not aware of the basis of, any claims, complaints, or actions of any kind by Executive against the
Company Group with any court of law, or local, state, or federal government or agency; 
 (ii) has been properly paid for all hours worked
for the Company Group, has received all commissions, bonuses, and other compensation due to Executive; and 
 (iii) has not, to
Executive’s knowledge, engaged in any unlawful conduct relating to the business of the Company Group. 
 14. Entire Agreement.
This Agreement, including the agreements incorporated by reference in Section 6 of this Agreement related to the Restrictive Covenants, the Release, the Equity Documents and Sections 6, 7, 8 and 9 of the Employment Agreement set forth the
entire agreement and understanding between the parties as to the subject matter hereof and supersede all prior and contemporaneous oral and written discussions, agreements and understandings of any kind or nature. This Agreement, including the
Release, shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns. 
 15.
Confidentiality. Unless and until this Agreement, or the terms hereof, are disclosed publicly by the Company Group, Executive agrees not to disclose the terms of this Agreement (or the Release) to anyone, except Executive’s spouse,
attorney, and tax and financial advisors, provided they agree to be bound by this confidentiality obligation, and Executive agrees to use his good faith efforts to ensure that any non-party to this Agreement
to whom Executive makes a disclosure, but only as expressly provided above, complies with the confidentiality provisions contained in this Agreement. Executive further agrees that Executive will not knowingly encourage, counsel, or assist any
attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any member of the Company Group, except as permitted or required by law. Nothing in
this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental
Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such
law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence 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 (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for
reporting a suspected violation of law may disclose the 

  
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trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does
not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is Executive authorized to disclose any information covered by the Company’s
attorney-client privilege or attorney work product or the Company’s trade secrets, without the prior written consent of the Company. Executive does not need the prior authorization of (or to give notice to) the Company regarding any
communication, disclosure or activity described in this paragraph. 
 16. Severability. If any provision of this Agreement or the
application thereof is held invalid, the invalidity shall not affect the other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are
declared to be severable. 
 17. Assignment; Death of Executive. This Agreement, the Release and all of Executive’s rights and
duties hereunder, shall not be assignable or delegable by Executive, and any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect; provided, however,
in the event of Executive’s death after the Termination Date, the terms of this Agreement shall expressly inure to the benefit of and be enforceable by Executive’s executors, administrators, heirs, distributes, devisees, and legatees, as
the case may be. This Agreement shall be assigned by the Company to a person or entity which is a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company
hereunder shall become the rights and obligations of such affiliate or successor person or entity. 
 18. Notice. For the purpose of
this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt. 
 If to the Company: 

Vivint Smart Home, Inc. 
 4931
North 300 West 
 Provo, Utah 84604 

Attention: Chairman of the Board 

with a copy (which shall not constitute notice) to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue, 
 New
York, New York 10017  
 Attention: Gregory Grogan 

  
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 If to Executive: 

To the most recent address of Executive set forth in the personnel records of the Company. 

19. Section 409A. The payments and benefits provided under this Agreement are intended to be exempt from or in compliance with
Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If any provision of this Agreement would cause Executive to incur any additional tax or interest
under Section 409A of the Code, the Company shall, after consulting with and receiving the approval of Executive, reform such provision in a manner intended to avoid the incurrence by Executive of any such additional tax or interest while
endeavoring to retain the intended economic benefits of this Agreement. 
 20. Tax Withholding. The Company shall be entitled to
withhold from the payment of any compensation and provision of any benefit under this Agreement such amounts as may be required by applicable law, including without limitation for purposes of the payment of payroll and income taxes. 

21. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed and enforced in accordance
with, and governed by, the laws of the State of Utah without regard to principles of conflict of laws. 
 22. Counterparts. This
Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic or electronic copies of such signed counterparts may be used in lieu of the originals for any purpose. 

23. No Waiver. No waiver of any breach of any term or provision of this Agreement shall be construed to be, or shall be, a waiver of
any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach. 
 24.
Reliance on Counsel. In entering this Agreement, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that they have read the Agreement and have had the opportunity to have
the Agreement explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them. 
 25.
Cooperation. All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the terms and intent of this Agreement and
which are not inconsistent with its terms. 
 26. Declaration. Executive hereby declares as follows: 

I have read this Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of
its consequences. 
 [signature pages follows] 

  
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 IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the
day and year first written above. 
  

	
	 /s/ Todd R. Pedersen

	 Todd R. Pedersen



 [Signature Page to Separation Agreement] 











 
			
	 VIVINT SMART HOME, INC.

	
	 /s/ David Bywater

	 By:
	 	 David Bywater

	 Title:
	 	 Chief Executive Officer



 [Signature Page to Separation Agreement] 











 Exhibit A 

RELEASE AND WAIVER OF CLAIMS 

This Release and Waiver of Claims (“Release”) is entered into and delivered to Vivint Smart Home, Inc. (the
“Company”) as of this ___ day of April 2022, by Todd R. Pedersen (the “Executive”). The Executive agrees as follows: 

1. The employment relationship between the Executive and the Company and its subsidiaries and affiliates, as applicable, terminated on
June 15, 2021 (the “Termination Date”) pursuant to that certain Separation Agreement, dated as of April ___, 2022, by and between the Company and the Executive (the “Separation Agreement”). Executive has
resigned from all positions as an officer, director or otherwise for the Company and each of its subsidiaries and affiliates, except that Executive has not resigned from, and shall remain a member of until otherwise terminated, the board of
directors of the Company (the “Board”). 
 2. In consideration of the Conditioned Benefits (as defined in the Separation
Agreement) and this Release, the sufficiency of which the Executive hereby acknowledges, the Executive, on behalf of himself and his agents, representatives, attorneys, administrators, heirs, executors and assigns (collectively, the
“Employee Releasing Parties”), hereby releases and forever discharges the Company Released Parties (as defined below), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys fees
and costs actually incurred) or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Release, including for the avoidance of doubt those arising from or
relating to Executive’s equity ownership in any Company Released Party, employment or termination from employment with the Company or otherwise, including a release of any rights or claims the Executive may have under Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990; the Rehabilitation
Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of 1866; Section 1985(3) of the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; any
other federal, state or local laws against discrimination; or any other federal, state, or local statute, regulation or common law relating to employment, wages, hours, or any other terms and conditions of employment, including the termination
therefrom. This includes a release by the Executive of any and all claims or rights arising under contract (whether written or oral, express or implied), covenant, public policy, tort or otherwise. For purposes hereof, “Company Released
Parties” shall mean the Company, and any of its shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, including, for the avoidance of doubt, any holder of 10% or more of the
beneficial ownership of the Company (and such shareholders’ affiliates, including the Blackstone Inc. and its affiliates) and its and their respective past or present employees, agents, insurers, attorneys, administrators, officials, directors,
and the sponsors, fiduciaries, or administrators of its and their respective employee benefit plans. 

  
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 3. The Executive acknowledges that the Executive is waiving and releasing rights that the
Executive may have under the ADEA and other federal, state and local statutes contract and the common law and that this Release is knowing and voluntary. The Executive and the Company agree that this Release does not apply to any rights or claims
that may arise after the date of execution by Executive of this Release. The Executive acknowledges that the consideration given for this Release is in addition to anything of value to which the Executive is already entitled. The Executive further
acknowledges that the Executive has been advised by this writing that: (i) the Executive should consult with an attorney prior to executing this Release; (ii) the Executive has up to twenty-one
(21) days within which to consider this Release, although the Executive may, at the Executive’s discretion, sign and return this Release at an earlier time, in which case the Executive waives all rights to the balance of this twenty-one (21) day review period; and (iii) for a period of 7 days following the execution of this Release in duplicate originals, the Executive may revoke this Release in a writing delivered to the
Chairman of the Board of Directors of the Company, and this Release shall not become effective or enforceable until the revocation period has expired (such date, the “Release Effective Date”). 

4. This Release does not release the Company Released Parties from (i) the Conditioned Benefits or the continued vesting of the
Outstanding Awards, (ii) any rights Executive has to indemnification by the Company and to directors and officers liability insurance coverage, (iii) any vested rights the Executive has under the Company’s employee pension benefit and
group healthcare benefit plans as a result of Executive’s actual service with the Company, (iv) any fully vested and nonforfeitable rights of the Executive as a shareholder or member of the Company or its affiliates, (v) any rights of
the Executive pursuant to any equity or incentive award agreement with the Company, (vi) any rights which cannot be waived by an employee under applicable law or (vii) any other rights of Executive under the Separation Agreement. 

5. Nothing in this Release shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal,
state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making
disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The
Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence 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 (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
The Executive understands and acknowledges further that an individual who files 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 files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance
will the Executive be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its affiliates or subsidiaries without prior written consent of the Company’s Chairman of the
Board or other officer designated by the Company. 
 6. The Executive represents and warrants that he has not filed any action, complaint,
charge, grievance, arbitration or similar proceeding against the Company Released Parties. 

  
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 7. This Release is not an admission by the Company Released Parties or the Employee
Releasing Parties of any wrongdoing, liability or violation of law. 
 8. The Executive shall continue to be bound by the Restrictive
Covenants (as defined in the Separation Agreement), which are incorporated herein by reference. 
 9. This Release shall be governed by and
construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws. 

10. Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and the
invalidity or unenforceability of any section shall not invalidate or render unenforceable any other section contained in this Release. 

11. The Executive acknowledges that the Executive has carefully read and understands this Release, that the Executive has the right (and is
hereby advised in writing) to consult an attorney with respect to its provisions and that this Release has been entered into knowingly and voluntarily. The Executive acknowledges that no representation, statement, promise, inducement, threat or
suggestion has been made by any of the Company Released Parties to influence the Executive to sign this Release except such statements as are expressly set forth herein or in the Separation Agreement. 

  
 A-3 












 Executive has executed this Release as of the day and year first written above. 

 

	
	 EXECUTIVE

	 
	 Todd R. Pedersen



 [Signature Page to Release and Waiver of Claims]