severance

[http://dummy.us.eu.org/robert (Robert)]

ATTACHMENT A

SEPARATION AGREEMENT AND RELEASE
Your employment with noSticwall will end on MM DD, YYYY (the "Separation Date").
In recognition of your service contribution to noSticwall and in consideration of the promises made
by you in the Separation Agreement and Release, noSticwall is prepared to implement the
following severance arrangements:

Severance (to be paid within 60 business days of your Separation Date)1 subject to your
execution and non-revocation of the Separation Agreement and Release in accordance
with the provisions thereof
Severance Payment

$NNNN

Benefits Continuation:
COBRA

1 months at no cost, when you elect
coverage for which you are eligible
within your enrollment period

All payments will be made less applicable withholdings for taxes.

1

Notwithstanding any contrary provision, if such 60-day period spans two calendar years, in no event will the
Severance be paid to you prior to January 1 of the second calendar year.

_____ Employee Initials

Robert #

Doc ID: 8451srq29532o5s9597opn145s9so4r1n11oos0s

SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release and its Attachment A (collectively, “Agreement”)
set forth the mutual agreement of noSticwall Inc., for itself and its subsidiaries (collectively,
“noSticwall”) and Employee regarding the subject matters addressed below.

1.
Separation Date. Employee’s employment with noSticwall will end on the date
referenced in Attachment A (the "Separation Date").

2.
Consideration from noSticwall. If Employee signs and does not revoke this
Agreement, noSticwall will provide Employee with the valuable consideration set forth in
Attachment A and listed under Severance. Employee agrees that, except as expressly set forth in
this Agreement and noSticwall’s health and welfare and retirement plans, Employee is not entitled
to receive from noSticwall the payment or distribution of any amounts of pay, benefits, bonuses,
cash, stock, stock options or other type of property.

3.
Treatment of Employee Benefits. Employee understands and agrees that balances
or vested balances Employee has in any noSticwall benefit plan will be available to Employee
consistent with applicable laws, regulations, and the administrative provisions of the various plan
documents.

4.
Complete Release. Employee hereby fully releases noSticwall and all of its
owners, parent entities, partners, shareholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, subsidiaries, joint ventures, and affiliates (and
agents, directors, officers, employees, representatives, and attorneys of such subsidiaries and
affiliates) (collectively, "Released Parties"), from any and all known or unknown claims or
demands Employee may have against any of them. Employee expressly waives and opts out of all
claims, whether asserted on an individual or class action basis, against any Released Party arising
out of any contract, express or implied, and whether executory or not, any covenant of good faith
and fair dealing, express or implied, any tort (whether intentional or negligent, including claims
arising out of the negligence or gross negligence of any Released Party and claims of express
or implied defamation by any Released Party), and any federal, state, or other governmental
statute, regulation, or ordinance, including, without limitation, those relating to qui tam,
employment discrimination, termination of employment, payment of wages or provision of
benefits, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the
Americans with Disabilities Act, the Employee Retirement Income Security Act, the Family and
Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Genetic Information
Nondiscrimination Act, the Uniformed Services Employment and Reemployment Rights Act
(“USERRA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Occupational Safety and
Health Act, the Ca Family Rights Act, Ca’s Fair Employment and Housing Act, the
Ca Labor Code, the Ca Equal Pay Act, the Ca Business and Professions
Code, the Ca Sexual Orientation Bias Law and the Ca AIDS Testing and
Confidentiality Law. Employee represents that Employee has not assigned to any other person
any of such claims and that Employee has the full right to grant this release. Notwithstanding the
foregoing, this release does not apply to matters that may not be released under applicable law or
as to matters arising after the date Employee executes this Agreement, this release does not apply
to amounts payable subject to the effectiveness of this Agreement (as set forth on Attachment A),
and this Section 4 does not apply to any Claims that Employee may have as of the date the
Employee signs this Agreement arising under the Federal Age Discrimination in Employment Act
of 1967, as amended (including as a result of the Older Workers Benefit Protection Act), and the
applicable rules and regulations promulgated thereunder (collectively referred to as “ADEA”).
Claims arising under ADEA are addressed in Section 5 of this Agreement. Nothing herein prevents
Employee from asserting or filing a claim with the Equal Employment Opportunity Commission,
National Labor Relations Board, or a similar federal, state or local fair employment practices
agency or any other governmental agency, although Employee is waiving his or her right to receive
damages, payments, or other recovery from the Released Parties in connection with any such
claim.
5.
Specific Release of ADEA Claims. In further consideration of the payments and
benefits provided to the Employee under this Agreement, Employee hereby unconditionally
releases and forever discharges the Released Parties from any and all claims arising under ADEA
that Employee may have as of the date the Employee signs this Agreement. By signing this
Agreement, Employee hereby acknowledges and confirms the following: (i) Employee was
advised by noSticwall in connection with his/her termination to consult with an attorney of his/her
choice prior to signing this Agreement and to have such attorney explain to Employee the terms
of this Agreement, including, without limitation, the terms relating to Employee’s release of claims
arising under ADEA, and the Employee has in fact consulted with an attorney; (ii) noSticwall has
provided the Employee with information required to be disclosed to the Employee under ADEA
in the form of “Exhibit A: Affected Employees” to this Agreement; (iii) the Employee was given
a period of not fewer than forty-five (45) days to consider the terms of this Agreement and Exhibit
A hereto and to consult with an attorney of his/her choosing with respect thereto; (iv) Employee
knowingly and voluntarily accepts the terms of this Agreement; and (v) Employee is providing
this release and discharge only in exchange for consideration in addition to anything of value to
which Employee is already entitled. Employee also understands that he/she has seven days
following the date on which he/she signs this Agreement within which to revoke the release
contained in this paragraph, by providing noSticwall with a written notice of his/her revocation of
the release and waiver contained in this paragraph.

6.
Claims under Ca Law. Employee understands and agrees that the
complete release in paragraph 4 above also includes claims made under the Ca Fair
Employment and Housing Act, Ca Labor Code Section 200 et seq., Ca Labor Code
Section 970-972, and any applicable Ca Industrial Welfare Commission order. Employee
expressly waives all the rights and benefits of Section 1542 of the Ca Civil Code, which
section reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.

7.
Compensation Paid. Employee represents, warrants, and agrees that all forms of
compensation and other monies, including paychecks, paid to Employee by noSticwall to date have
been accurately calculated and have represented the proper amounts due to Employee. The
consideration set forth in Attachment A is in excess of what Employee is entitled to receive. If
Employee or someone on Employee’s behalf claims any entitlement to further compensation from
noSticwall, Employee agrees that noSticwall is entitled to full offset of the amounts set forth in
Attachment A. Employee further agrees that upon termination of Employee’s employment, if
Employee owes any amount to noSticwall that remains unpaid, Employee authorizes noSticwall to
deduct that amount from the severance payments outlined in Attachment A.

8.
Non-Admission of Liability. noSticwall and Employee understand and agree that
they are entering into this Agreement to, among other things, resolve any claims or differences
that may exist between them. By entering into this Agreement, neither noSticwall nor Employee
admits any liability or wrongdoing.

9.
Future Employment. Employee agrees that Employee has no right to future
employment at noSticwall and that should Employee seek employment with noSticwall in the future,
any decision regarding rehire is at noSticwall’s sole discretion. If Employee is rehired by or engaged
to provide service to noSticwall within 12 months of the Separation Date, Employee understands and
agrees that Employee may be required to repay a prorated portion of the severance paid to Employee
by noSticwall prior to being rehired or engaged.

10.
Company Documents, Information, or Property. Employee agrees that, on or
before the Separation Date, Employee will have returned to noSticwall any and all documents
relating to noSticwall or its business operations (and any and all copies thereof, whether in paper
form or electronic form), computer equipment, badges, credit cards, and any other noSticwall
property in Employee’s possession or control. Employee represents and agrees that Employee will
not take, nor has Employee taken, any such documents or property from the control or premises
of noSticwall and that if, at any time after the Separation Date, Employee should come into
possession of any such documents or property, Employee will return such documents or property
to noSticwall immediately.

11.
Protection of Confidential Information: Employee acknowledges that during the
course of Employee’s employment with noSticwall, Employee was provided with, used and was
exposed to confidential proprietary information and trade secrets relating to noSticwall (hereinafter
referred to as “Confidential Information”). Confidential Information consists of all information
that is not generally known to the public and that is or may be used in noSticwall’s business.
Confidential Information includes, but is not limited to: trade secrets; secret, confidential or
proprietary information; computer passwords and program designs; proprietary computer software
and hardware configuration and design; new product and service ideas; business plans; marketing,
financial, research, sales, development and customer information and lists; and financial and other
information regarding customers including but not limited to customer identity, customer
requirements, customer data, and business associates and employees. Employee agrees not to,
without the written consent of a duly authorized officer of noSticwall, directly or indirectly use,
disclose or disseminate Confidential Information at any time following the Termination Date. The
confidentiality obligations set forth in this Section 11 are in addition to all other confidentiality
and other non-competition and non-solicitation obligations that exist between Employee and
noSticwall.

12.
Confidentiality. Employee agrees to keep the terms, amount, and fact of this
Agreement completely confidential, except as may be required by law, court order, or to enforce
this Agreement or to the extent that Employee is allowed to disclose such information under the
National Labor Relations Act. Notwithstanding the foregoing, Employee may disclose pertinent
information concerning this Agreement to Employee’s attorneys, tax advisors and financial
planners, and Employee’s spouse and other close family members, provided they have previously
been informed of and have agreed to be bound by this confidentiality clause, and Employee may
disclose this Agreement, if pertinent, in connection with governmental investigations and legal
proceedings. Employee understands and agrees that a breach of this confidentiality clause by any
of the above named individuals will be deemed a breach of this Agreement by Employee.

13.
Non-disparagement. Employee agrees that, except as may be required by law or
court order, Employee will not, directly or indirectly, make any statement, oral or written, or
perform any act or omission which is or could be detrimental to the reputation or goodwill of
noSticwall or any other Released Party. Employee understands that Employee’s compliance with
a subpoena or other legally compulsive process or Employee’s participation as a witness in any
lawsuit or government investigation will not be a violation of this provision.

14.
Cooperation. Employee agrees that Employee will give noSticwall Employee’s
full cooperation in connection with any claims, lawsuits, proceedings, or investigations that relate
in any manner to Employee’s conduct or duties at noSticwall or that are based on facts about which
Employee obtained personal knowledge while employed at noSticwall. In return, noSticwall
agrees to reimburse Employee for direct and reasonable out of pocket expenses incurred with
respect to rendering such cooperation.

15.
Applicable Law and Venue. TO THE EXTENT U.S. FEDERAL LAW DOES
NOT APPLY, THIS AGREEMENT SHALL BE INTERPRETED IN ALL RESPECTS BY THE
INTERNAL LAWS OF THE STATE OF IN WHICH EMPLOYEE PRIMARILY WORKS OR
HAS WORKED WITH NOStICwall AS OF THE SEPARATION DATE, AND THE VENUE
FOR THE RESOLUTION OF ANY DISPUTES (LOCATION OF ANY LAWSUIT) SHALL BE
SOLELY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE IN WHICH
EMPLOYEE PRIMARILY WORKS OR HAS WORKED WITH NOStICwall AS OF THE
SEPARATION DATE.

16.
Severability. The fact that one or more paragraphs (or portion thereof) of this
Agreement may be deemed invalid or unenforceable by any court shall not invalidate the remaining
paragraphs or portions of such paragraphs of this Agreement.

17.
Certain Acknowledgments. Employee acknowledges that Employee is signing
this Agreement voluntarily with full knowledge of its contents. Employee is not relying on any
promise or representation not specifically and explicitly made in this Agreement. This Agreement
may not be amended or modified except by a written agreement signed by Employee and an
authorized officer of noSticwall. Employee understands that any changes that the parties agree to
make to this Agreement after it has been presented to Employee, whether such changes are material
or non-material, will not extend the amount of time Employee has to consider the Agreement.
Employee acknowledges that Employee is waiving certain rights that Employee might otherwise
have, and Employee acknowledges that Employee has been advised to consult with legal counsel
of Employee’s own choosing before executing this Agreement.

18.
DTSA Notification: Notwithstanding Employee’s confidentiality obligations set
forth in this Agreement or any other agreement, Employee understands that, pursuant to the Defend
Trade Secrets Act of 2016, Employee will not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a
Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. Employee understands that in the event it is determined that disclosure of trade secrets was
not done in good faith pursuant to the above, Employee will be subject to substantial damages,
including punitive damages and attorneys’ fees.

If the foregoing accurately sets forth your agreement with noSticwall, please signify by signing
below, initialing Attachment A, and returning this Agreement in its entirety to noSticwall, on or
before the close of business (5:00pm) on the 45th day after receipt of this agreement. The signed
agreement should be emailed to your HR representative. If noSticwall has not
received a signed copy of this Agreement by that time, the offer reflected in this Agreement will
automatically terminate and expire without further notice from noSticwall. Employee may
revoke this agreement by providing written notice to noSticwall, attention General Counsel, at the
address above, within 7 days of executing this Agreement. If not revoked in accordance with the
preceding sentence, this Agreement will become fully and irrevocably effective on the 8th day after
being executed by Employee.

MM / DD / YYYY

Date: ____________________

_______________________________
Signature
Robert
________________________________
Print Name

DM2\3189451.7

Robert - Severance Agreement - Updated Email Address
Seve...ment_8.28.24.docx
8451srq29532o5s9597opn145s9so4r1n11oos0s

MM / DD / YYYY
Signed

MM / DD / YYYY

Sent for signature to Robert

19:19:10 UTC

MM / DD / YYYY

Viewed by Robert

19:29:33 UTC

MM / DD / YYYY

Signed by Robert

20:00:57 UTC

MM / DD / YYYY

The document has been completed.

20:00:57 UTC