Separation and Release Agreement

This Separation and Release Agreement (the “Agreement”) is entered into by and between ACME Resources LLC, a TX LLC located at (the “Company”), and , residing at (the “Employee”). The Employee’s employment ended or will end on (the “Separation Date”).

1. Separation

The Employee’s employment with the Company terminated effective the Separation Date. The Employee acknowledges receipt of all wages, accrued and unused paid time off, and other amounts owed through the Separation Date, regardless of whether the Employee signs this Agreement.

2. Severance Consideration

In exchange for the Employee’s promises in this Agreement, and provided the Employee signs and does not revoke this Agreement, the Company will pay the Employee severance of , less applicable withholdings, payable in accordance with . The Employee acknowledges that this severance is consideration to which the Employee is not otherwise entitled.

3. General Release of Claims

In exchange for the consideration above, the Employee, on behalf of the Employee and the Employee’s heirs and representatives, irrevocably and unconditionally releases and discharges the Company and its affiliates, officers, directors, employees, and agents from any and all claims, demands, and causes of action, whether known or unknown, arising on or before the date the Employee signs this Agreement, including claims arising out of or relating to the Employee’s employment or its termination. This release includes, without limitation, claims under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”), and applicable state and local laws, as well as claims for wrongful discharge, breach of contract, and tort.

4. Claims Not Released

This release does not waive any claim that cannot be released as a matter of law, including claims for vested benefits, workers’ compensation, unemployment benefits, or the right to file a charge with or participate in an investigation by a government agency (although the Employee waives the right to recover individual monetary relief from such a charge to the extent permitted by law). Nothing in this Agreement limits the Employee’s protected right to report possible violations of law to government agencies.

5. ADEA / OWBPA Acknowledgments

In compliance with the Older Workers Benefit Protection Act, the Employee acknowledges and agrees that:

• The Employee is advised, in writing, to consult with an attorney before signing this Agreement;
• The Employee has been given a period of at least twenty-one (21) days to consider this Agreement (or forty-five (45) days in the case of a group termination program, in which case the required disclosures are attached);
• The Employee may revoke this Agreement within seven (7) days after signing it by delivering written notice of revocation to , and this Agreement will not become effective or enforceable until the revocation period expires; and
• The Employee is releasing ADEA claims knowingly and voluntarily in exchange for consideration to which the Employee is not otherwise entitled.

If the Employee does not sign within the consideration period or revokes within the revocation period, the Company will have no obligation to provide the severance described in Section 2.

6. Confidentiality of Agreement

To the extent permitted by law, the Employee will keep the terms and amount of this Agreement confidential, except disclosures to the Employee’s spouse, attorney, and tax or financial advisors, or as required by law. Nothing in this Section restricts disclosures protected by law, including disclosures regarding unlawful acts in the workplace.

7. Non-Disparagement

The Employee will not make disparaging statements about the Company or its products, services, officers, or employees, except for truthful statements made in legal proceedings or to a government agency. This Section does not prohibit truthful statements about unlawful conduct.

8. Return of Property and Continuing Obligations

The Employee has returned, or will return by the Separation Date, all Company property and Confidential Information. The Employee’s obligations under any prior confidentiality, invention assignment, and non-solicitation agreements survive and remain in effect in accordance with their terms and applicable law.

9. Reference

In response to reference inquiries, the Company will provide .

10. General

This Agreement is governed by the laws of the State of TX. It constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements on that subject, except for surviving obligations referenced above. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement may be amended only in a writing signed by both parties.

The Employee acknowledges that the Employee has read this Agreement, understands it, and signs it knowingly and voluntarily.

ACME Resources LLC

Name: Michael Yuan
Title: General Manager
Date:

Employee:

 

Date: