Exhibit 99.1

Simply Good Foods Appoints Joe Scalzo as President and Chief Executive Officer

Key Architect and Longtime Former CEO and Executive Vice Chairman of Simply Good Foods Returns to
Lead New Chapter of Growth

DENVER – January 20, 2026 – The Simply Good Foods Company (NASDAQ: SMPL) (“Simply Good Foods” or the “Company”), a leader in the Nutritional Snacking category, today announced the return and appointment of longtime former executive Joe Scalzo as President and Chief Executive Officer. Mr. Scalzo will oversee a new chapter at Simply Good Foods focused on reigniting growth and improving profitability across the business.

Mr. Scalzo, who previously served as Chief Executive Officer of the Company until July 2023 and as Executive Vice Chairman until August 2024, succeeds Geoff Tanner, effective immediately. Mr. Scalzo will be appointed as a member of the Board of Directors on January 28, 2026 following the Company’s Annual Meeting of Stockholders to be held on that date. Mr. Scalzo brings immediate familiarity of the Company, its brands and infrastructure, as well as the vision required to lead a modern nutritional snacking platform, supported by a deep understanding of industry trends and consumer preferences. During his decade-long tenure as CEO and as Executive Vice Chairman at Simply Good Foods and its predecessor Atkins Nutritionals, Inc., Mr. Scalzo presided over a period of substantial value creation, overseeing the Company’s debut in the public markets in 2017, fueling significant growth, and executing its transition into a multi-brand, category-leading platform via the successful acquisition and integration of Quest Nutrition.

James Kilts, Chairman of the Board of Directors of Simply Good Foods, commented, "Joe is a visionary in our industry widely admired by our team and partners alike for his role as the key architect of the business over the course of the last decade. We are pleased to welcome him back as we embark on a new chapter of driving growth and creating value for our stockholders.”

Mr. Scalzo said, “I am energized to be returning home to Simply Good Foods at this critical moment. Together with our exceptional team, we have a clear view of the mission in front of us to secure Simply Good Foods’ leadership in innovation and product quality while ensuring best-in-class execution. I have tremendous belief in the proven power of this platform and in its potential to stay on the leading edge of the nutritional snacking landscape.”

Mr. Kilts concluded, “We greatly appreciate Geoff’s contributions in helping Simply Good Foods navigate a dynamic operating environment while keeping the Company positioned for success. We wish him all the best in his future endeavors.”

The Company’s Fiscal Year 2026 outlook, which it reaffirmed in connection with its Fiscal First Quarter 2026 financial results on January 8, 2026, remains unchanged.

About The Simply Good Foods Company
The Simply Good Foods Company (Nasdaq: SMPL), headquartered in Denver, Colorado, is a consumer-packaged food and beverage company with ambitious goals to raise the bar on what food can be with trusted brands and innovative nutritious snacking products. Within our portfolio of trusted brands (Quest™, Atkins™, and OWYN™), we offer a wide variety of nutritional snacks and beverages, including high protein chips, bars, ready-to-drink (RTD) shakes, and powders, and low sugar, low carb sweets and

baked goods. We are a leader of the nutritious snacking movement, poised to expand our healthy lifestyle platform through innovation-driven organic growth and external investment opportunities. To learn more, visit www.thesimplygoodfoodscompany.com.

Investor Contact
Joshua Levine
Vice President, Investor Relations and Treasury
The Simply Good Foods Company
[email protected]

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Employment Agreement”), dated January 19, 2026 is entered into by and between The Simply Good Foods Company, a Delaware corporation (the “Company”), and Joseph E. Scalzo, in his individual capacity (“Executive”). The “Effective Date” of this Employment Agreement shall be January 19, 2026.

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer and President and wishes to be assured of Executive’s services on the terms and conditions hereinafter set forth; and

WHEREAS, Executive desires to be employed by the Company as its Chief Executive Officer and President and to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. TERM OF EMPLOYMENT

Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to employ Executive and Executive agrees to be employed by the Company for an initial term of two years, starting on the Effective Date and ending on the second anniversary of such date (the “Initial Term”). Unless Executive and the Company mutually agree in writing to extend the Initial Term, the term of this Employment Agreement will expire at the end of the Initial Term. For the avoidance of doubt, the termination of Executive’s employment at or after the end of the Initial Term (or any extended term) shall not be considered to be a termination by the Company without Cause. The employment term described in this SECTION 1 is referred to in this Employment Agreement as the “Term.” Executive’s primary place of employment shall be at the Company’s corporate headquarters in Denver, Colorado, provided that Executive understands and agrees that Executive will be required to travel from time to time for business purposes.

SECTION 2. POSITION AND DUTIES AND RESPONSIBILITIES

(a)            Position. Executive shall be the Chief Executive Officer and President of the Company. Executive shall report to the Board of Directors of the Company (the “Board”).

(b)            Duties and Responsibilities. During the Term, Executive shall serve as the Chief Executive Officer and President of the Company and shall devote all of Executive’s business time, skill and energies to promote the interests of the Company and to serve such positions with the Company as may be reasonably assigned by the Board and which are consistent with the title of Chief Executive Officer and President of the Company. Executive shall undertake to perform all of Executive’s duties and responsibilities for the Company and any current and/or future entity that is controlled by the Company or any of its subsidiaries in good faith and on a full-time basis and shall at all times act in good faith in the course of Executive’s employment under this Employment Agreement in the best interests of the Company and its subsidiaries. The parties 

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acknowledge that Executive currently serves on the boards of Harvest Hill Beverage Company, TreeHouse Foods, Inc., and Freshpet, Inc., for-profit corporations. Executive may continue such board service and manage his personal investments to the extent that such activities do not interfere, individually or in the aggregate, with Executive’s duties under this Employment Agreement. For the avoidance of doubt, Executive may serve on additional boards only with the Board’s prior written approval.

(c)            Board of Directors. The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board promptly following the occurrence of the 2026 Annual Meeting of Stockholders . Thereafter, during the Term, the Board shall nominate Executive for re-election as a member of the Board at the expiration of the then current term; provided that the foregoing nomination shall not be required to the extent prohibited by legal or regulatory requirements.

SECTION 3. COMPENSATION AND BENEFITS

(a)            Base Salary. Executive’s base salary shall be $1,100,000 per year (the “Base Salary”), starting as of the Effective Date, which Base Salary is (i) payable in installments, in accordance with the Company’s standard payroll practices and policies for senior executives, (ii) subject to such withholding and other taxes as required by law or as otherwise permissible under such practices or policies and (iii) subject to increase (but not decrease) in the Board’s discretion.

(b)            Employee Benefit Plans. Executive is eligible to participate in the employee benefit plans, programs and policies maintained by the Company for its senior executives generally, in accordance with the terms and conditions of such plans, programs and policies as in effect from time to time.

(c)            Annual Bonus. Executive will be eligible to receive an annual bonus (“Annual Bonus”) under the Company’s annual bonus plan as may be in effect from time to time, with a target bonus opportunity of 150% of Base Salary (the “Target Bonus”), and with the actual Annual Bonus based upon the attainment of one or more pre-established performance goals established by the Board (or a committee thereof) in its sole discretion. For FY2026, the Annual Bonus shall be prorated to reflect the portion of the year during which Executive was employed by the Company. Executive must be actively employed by the Company at the time of payment to be eligible to receive payment in respect of an Annual Bonus.

(d)            Equity Awards. In connection with, and as an inducement for, Executive’s commencement of employment with the Company, the Company shall grant Executive options to purchase 2.0 million shares of Company common stock (the “Initial Option”) subject to the terms and conditions set forth in an award agreement (the “Initial Option Award Agreement”) to be provided to Executive, which terms and conditions will be consistent with the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”) or its successor equity compensation plan, as applicable, (together with the 2017 Plan, the “Incentive Plan”). The Initial Option will have an eight (8) year term, an exercise price equal to the fair market value of a share of Company common stock as of the grant date (which will equal the closing sales price of a share of Company common stock as of the grant date and, if the grant date is not a trading day, the closing price of a sale of

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common stock on the most recently preceding trading day), and a vesting commencement date of the Effective Date. The Initial Options will vest over a three-year period, with one-third vesting on each of the first three anniversaries of the grant date of the Initial Options, subject to Executive’s continued employment through each applicable vesting date, except as set forth in SECTION 4(c). Unless otherwise determined by the Board, or an authorized committee thereof, Executive will not participate in the Company annual equity grant program for fiscal years 2026 and 2027, but may be considered to receive other long-term incentive awards (which may include, without limitation, restricted stock units, performance stock units, and options) under any applicable plan adopted or maintained by the Company during the Term for which its senior executives are generally eligible. The level of Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Board, or an authorized committee thereof, from time to time.

(e)            Paid Time Off. Full-time, exempt employees are eligible for paid time off under the Company’s Flexible Time Off Policy. As an exempt employee, Executive does not accrue or have set limited vacation time. Employees have personal freedom and flexibility to take time off when they are sick or when they need to recharge to operate at peak performance in accordance with the Company’s policy.

(f)            Business Expenses. Executive shall be reimbursed for reasonable and appropriate business expenses incurred and appropriately documented in connection with the performance of Executive’s duties and responsibilities under this Employment Agreement in accordance with the Company’s expense reimbursement policies and procedures for its senior executives. In connection with required business travel, Executive shall be permitted to travel either business class or first class.

SECTION 4. TERMINATION OF EMPLOYMENT AND SEVERANCE

(a)            Right of Termination. The Company shall have the right to terminate Executive’s employment at any time, and Executive shall have the right to resign at any time, subject to the obligations and conditions contained herein.

(b)            Payments upon Termination. Upon termination of Executive’s employment with the Company for any reason, the Company shall pay to Executive on his last day of employment with the Company all Base Salary earned by Executive through his last day of employment, any earned and payable (but as of yet unpaid) Annual Bonus for the previous year and any unreimbursed business expenses properly incurred and submitted by Executive in accordance with SECTION 3(f).

(c)            Severance.

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(d)            Termination by the Company for Cause or by Executive other than for Good Reason or a Retirement Termination.

(e)            Release. The Company shall have no obligation to make or provide any severance payments or benefits under SECTION 4(c) if (A) Executive violates any of the material provisions of SECTION 5 of this Employment Agreement (with SECTION 5(e) deemed material), or (B) Executive does not execute and deliver (without revoking) to the Company a general release in the form attached to this Employment Agreement as Exhibit A (as the form may be updated from time to time, the “Release”) following Executive’s Termination of Employment. The severance payments described in SECTION 4(c) shall commence within the sixty (60) day period following Executive’s Termination of Employment, provided Executive executes the Release and the Release becomes effective and irrevocable within such sixty (60) day period, and provided, further, that if such sixty (60) day period begins in one calendar year and ends in a second calendar year, such payments shall be made or shall commence in the second calendar year.

(f)            Cause. “Cause” shall exist if Executive (i) is convicted of, or pleads guilty or nolo contendere to, a felony or, (ii) (a) engages in gross neglect or willful misconduct with respect to his duties and responsibilities hereunder; (b) materially breaches any of Executive’s fiduciary duties to the Company or any of its Affiliates; (c) otherwise materially breaches in any material respect any provision of this Employment Agreement or any other agreement between Executive and the Company or any of its Affiliates; (d) engages in any activity or behavior, including substance abuse, that is or could reasonably be expected to be harmful in any material respect to the property, business, goodwill, or reputation of the Company or any of its Affiliates; or (e) commits theft, larceny, embezzlement, or fraud; provided, however, that Executive may not be terminated for “Cause” unless (x) in respect of any event described in clause (i) above, the Board provides Executive with reasonable advance written notice to Executive of its intent to terminate Executive for Cause, (y) in respect of any event described in clause (ii) above, the Company provides Executive written notice of the basis for which the Board believes Cause exists and an opportunity to bring legal counsel to a meeting with the Board to review and address the allegations of Cause, and (z) in respect of any of the events described in clause (ii)(c) above or, to the extent

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the Board reasonably and in good faith determines that the applicable activity or behavior is curable, in respect of any of the events described in clauses (ii)(a) or (b), Executive fails to cure any such breach, activity or behavior to the good faith satisfaction of the Board within 10 business days after Executive’s receipt of written notice of the breach, activity or behavior (provided, further, that Executive shall only be entitled to one such opportunity to cure under this Employment Agreement). Executive shall not be subject to a for Cause termination solely on the basis of poor performance or as a result of following the direction of the Board or the Executive Chairman or Vice Chairman of the Board or for acting or not acting on the advice of counsel to the Company.

(g)            Good Reason. “Good Reason” means, without the express prior written consent of Executive, (i) a material reduction of Executive’s position, duties, and responsibilities with the Company from those in effect as of the date of this Employment Agreement, provided, that the Company’s transition of Executive’s position, duties and responsibilities to a new Chief Executive Officer following Executive’s notice to the Company of his intent to retire or resign will not constitute Good Reason so long as Executive continues to have executive officer-level responsibilities, (ii) Executive ceasing to report to the Board (or, following a Change in Control, not reporting to the Board of the ultimate parent of the Company), (iii) Executive ceasing to be the Chief Executive Officer of a public company after a Change in Control; (iv) the Company’s failure to take commercially reasonable best efforts to nominate Executive to the Board (unless such nomination is prohibited by legal or regulatory requirements), (v) a reduction by the Company of Executive’s Base Salary provided in SECTION 3(a) of this Employment Agreement, (vi) a reduction by the Company of Executive’s Target Bonus provided in SECTION 3(c) of this Employment Agreement, (vii) the Company’s material breach of this Employment Agreement, or (viii) the Company’s requiring Executive to move his primary place of employment more than fifty (50) miles from his primary place of employment as of the Effective Date (provided, that, Executive will not have Good Reason under this clause (viii), if the Company relocates its headquarters without relocating Executive’s primary place of employment, even if such relocation increases the amount of Executive’s business travel); provided, however, that no act or omission described in clauses (i) through (viii) shall be treated as “Good Reason” under this Employment Agreement unless (1) Executive delivers to the Company a written statement of the basis for Executive’s belief that Good Reason exists, (2) Executive gives the Company thirty (30) days after the delivery of such statement to cure the basis for such belief, and (3) Executive actually resigns during the ten (10) day period which begins immediately after the end of such thirty (30) day period if Good Reason continues to exist after the end of such thirty (30) day period.

(h)            Termination of Employment. “Termination of Employment” means the date on which Executive’s “separation from service” occurs within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

(i)            Termination for Disability or Death.

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(j)            Benefits at Termination of Employment. Executive will have, upon termination of his employment, the right to receive any benefits payable under the Company’s employee benefit plans, programs and policies that Executive otherwise has a nonforfeitable right to receive under the terms of such plans, programs and policies (other than severance benefits), independent of Executive’s rights under this Employment Agreement.

(k)            Other Obligations. Upon any termination of Executive’s employment with the Company, Executive shall be deemed to have tendered his resignation from the Board and any other position as an officer, director or fiduciary of any Company-related entity.

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SECTION 5. COVENANTS BY EXECUTIVE

(a)            The Company’s Property.

(b)            Trade Secrets.

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(d)          Ownership of Work Product.

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(e)           Non-Competition; Non-Solicitation.

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(f)            Non-Disparagement. Executive will not make any statement, written or verbal, to any person or entity, including in any forum or media, or take any action, in disparagement of the Company or any of its direct or indirect subsidiaries, the Board, or any of their respective current, former or future affiliates (solely to the extent Executive has (or could reasonably be expected to have) knowledge that an entity is an affiliate), or any current, former or future shareholders, partners, managers, members, officers, directors, or employees of any of the foregoing (solely to the extent Executive has (or could reasonably be expected to have) knowledge thereof) (each, a “Company Party”), including negative references to or about any Company Party’s services, policies, practices, documents, methods of doing business, strategies, objectives, shareholders, partners, managers, members, officers, directors, or employees, or take any other action that may disparage any Company Party to the general public and/or any Company Party’s officers, directors, employees, clients, suppliers, investors, potential investors, business partners or potential business partners. The Company will instruct its executive officers and directors not to make any statement, written or verbal, to any person or entity, including in any forum or media, or take any action, in disparagement of Executive. Notwithstanding anything to the contrary in the foregoing, the foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings), and the foregoing limitation on the Company’s executives and directors (including Executive) shall not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties and obligations to the Company.

(g)           Cooperation. Executive will cooperate with all reasonable requests by the Company (or any of its Affiliates) for assistance in connection with any investigation or legal proceedings involving the Company (or any of its Affiliates, to the extent Executive was involved with any such Affiliate while employed hereunder), including by providing truthful testimony in person in any such legal proceedings without having to be subpoenaed. Such cooperation shall be at reasonable times and locations and shall be reasonably subject to Executive’s personal and business commitments and shall not require Executive to cooperate against his own legal interests. Executive shall be reimbursed for any reasonable expenses incurred in connection with such cooperation including travel (at the level provided to Executive during his employment) and reasonable legal fees in the event Executive determines that it is necessary for him to engage independent counsel; provided, that, the Company shall have the opportunity to reasonably pre-approve such expenses.

(h)           Reasonable and Continuing Obligations. Executive agrees that Executive’s obligations under this SECTION 5 are obligations that will continue beyond the date Executive’s employment with the Company and its subsidiaries terminates, regardless of the reason for such termination, and that such obligations are reasonable and necessary to protect the legitimate business interests of the Company and its subsidiaries. In addition, the Company shall have the right to take such other action as such entity deems necessary or appropriate to compel compliance with the provisions of this SECTION 5, including seeking injunctive relief.

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(i)            Remedy for Breach. Executive agrees that the remedies at law of the Company and its subsidiaries for any actual or threatened breach by Executive of the covenants in this SECTION 5 would be inadequate and that the Company and its subsidiaries shall be entitled to specific performance of the covenants in this SECTION 5, including entry of an ex parte, temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this SECTION 5, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses that the Company and its subsidiaries may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this SECTION 5 shall be construed as agreements independent of any other provision of this or any other agreement between the Company or any of its subsidiaries and Executive, and that the existence of any claim or cause of action by Executive against the Company or any of its subsidiaries, whether predicated upon this Employment Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company or any of its subsidiaries of such covenants.

SECTION 6. SECTION 409A COMPLIANCE

(a)           The Company and Executive agree that this Employment Agreement will be administered and interpreted in good faith in a manner which is intended to minimize the risk that Executive will be subject to tax under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to any payments to be made or benefits to be provided to Executive by the Company pursuant to the terms of this Employment Agreement, and the Company and Executive agree to cooperate fully and in good faith with one another to seek to minimize such risk.

(b)          Notwithstanding any other provision of this Employment Agreement, no payments shall be made and no benefits shall be provided under this Employment Agreement as a result of Executive’s termination of employment unless Executive has a “separation from service” within the meaning of Section 409A in connection with such termination of employment, and Executive and the Company acknowledge and agree that a “separation from service” may come before, after or coincide with any such termination of employment and that the payments otherwise to be made at a termination of employment and that the benefits otherwise to be provided at a termination of employment shall only be made or provided at the time of the related “separation from service”. Furthermore, Executive and the Company acknowledge and agree that all or any part of any payment to be made or benefit to be provided to Executive during the 6 month and 1 day period which starts on the date Executive has a “separation from service” (other than by reason of Executive’s death) shall be delayed and then paid (in a lump sum without interest) or provided (without interest) on the first business day which comes 6 months and 1 day after the date of Executive’s “separation from service” if the Company acting in good faith determines that (1) Executive is a “specified employee” within in the meaning of Section 409A and (ii) making such payment or providing such benefit during such 6 month and 1 day period would put Executive at risk for any taxes or penalties under Section 409A.

(c)          With respect to items eligible for reimbursement under the terms of this Employment Agreement, (i) the amount of such expenses eligible for reimbursement, or in-kind benefits provided, in any taxable year shall not affect the expenses eligible for reimbursement, or

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in-kind benefits to be provided, in another taxable year, (ii) no reimbursement or in-kind benefit may be exchanged or liquidated for another payment or benefit, and (iii) any reimbursements of expenses shall be made as soon as practicable under the circumstances but in any event no later than the end of the calendar year following the calendar in which the related expenses were incurred.

(d)          The Company and Executive intend that each installment of payments and benefits provided under this Employment Agreement shall be treated as a separate identified payment for purposes of Section 409A, and that neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits if a determination is made in good faith that any such acceleration or deferral would present a risk that Executive would be subject to any tax under Section 409A.

(e)           Executive acknowledges and agrees that nothing in this Employment Agreement shall be construed as a covenant by the Company that no payment will be made or benefit will be provided under this Employment Agreement which will be subject to taxation under Section 409A or as a guarantee or indemnity by the Company for the tax consequences to the payments and benefits called for under this Employment Agreement including any tax consequences under Section 409A. Finally, Executive agrees that Executive shall be the only person responsible for paying all taxes due with respect to such payments and benefits.

SECTION 7. SECTION 280G

(a)            Best-Net Cutback. Notwithstanding any other provision of this Employment Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s benefit pursuant to the terms of this Employment Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this SECTION 7 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

(b)            Method of Reduction. The Covered Payments shall be reduced in a manner that maximizes Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

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(c)            Determination. Any determination required under this SECTION 7, including whether any payments or benefits are parachute payments, shall be made in the sole discretion of an independent accounting firm selected and paid for by the Company using reasonable assumptions on Executive’s tax rates (as determined by such accounting firm). Executive shall provide the Company with such information and documents as the Company and such accounting firm may reasonably request in order to make a determination under this SECTION 7. The parties shall cooperate to the extent necessary to reduce the Excise Tax, including determining “reasonable compensation” under Sections 280G and 4999 of the Code (which may involve the valuation of Executive’s non-compete obligations). The accounting firm’s determination shall be final and binding on Executive and the Company absent manifest error.

SECTION 8. INSURANCE AND INDEMNIFICATION

(a)            Insurance. The Company shall cover Executive under its directors’ and officers’ liability insurance both during and, while potential liability exists, after the Term in the same amount and to the same extent as the Company covers its other executive officers and directors.

(b)            Indemnification. The Company hereby agrees to indemnify Executive and hold Executive harmless to the extent provided under the By-Laws of the Company (and at the same level as it covers its other executive officers and directors) against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Executive’s good faith performance of Executive’s duties and obligations with the Company. This obligation shall survive the termination of Executive’s employment with the Company.

SECTION 9. MISCELLANEOUS

(a)            Notices. All Notices and all other communications which are required to be given under this Employment Agreement must be in writing and shall be deemed to have been duly given when (i) personally delivered, (ii) mailed by United States registered or certified mail postage prepaid, (iii) sent via a nationally recognized overnight courier service, (iv) sent via facsimile to the recipient, or (v) sent via e-mail to the recipient, in each case as follows:

or such other address or addresses as either party hereto shall have designated by notice in writing to the other party hereto.

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(b)          No Waiver. Except for any notice required to be given under this Employment Agreement, no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement shall be deemed a waiver of any provisions or conditions of this Employment Agreement.

(c)           Applicable Law. This Employment Agreement shall be governed by the laws of the State of Delaware (except to the extent that its choice of law provisions would call for the application of the law of another jurisdiction).

(d)          Other Agreements. This Employment Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company and this Employment Agreement constitutes the entire agreement of the Company and Executive with respect to such terms and conditions, and all such agreements and understandings shall be superseded hereby. Executive acknowledges that Executive is not obligated under any contract or other agreement that would conflict with Executive’s obligations under this Employment Agreement and Executive’s ability to perform Executive’s duties and responsibilities under this Employment Agreement upon commencement of and during the Term.

(e)           Amendment. No amendment to this Employment Agreement shall be effective unless it is both: (i) agreed to and signed by Executive and (ii) read and approved by the Board.

(f)            Invalidity. If any part of this Employment Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Employment Agreement. If any court construes any provision or portion of this Employment Agreement to be unenforceable because of the scope or duration of such provision, it is the intention of the parties that the court reduce or reform the scope or duration to its greatest enforceable level.

(g)           Arbitration. The Company and Executive shall have the right to obtain from a court an injunction or other equitable relief arising out of Executive’s breach of the provisions of SECTION 5 of this Employment Agreement. However, any other controversy or claim arising out of or relating to this Employment Agreement, any alleged breach of this Employment Agreement, or Executive’s employment with the Company or the termination of such employment, including any claim as to arbitrability or any claims for any alleged discrimination, harassment, or retaliation in violation of any federal, state or local law, shall be settled by binding arbitration in Arapahoe County, Colorado in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes and any judgment upon any award, which may include an award of damages, may be entered in the state or federal court having jurisdiction over such award.

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(h)           Costs of Enforcement. In the event of a dispute or action to enforce the terms of this Employment Agreement, each party hereto shall bear its own costs and expenses incurred in connection therewith, including all attorneys’ fees.

(i)            Clawback Provisions. Executive’s incentive-based compensation shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture, repurchase and/or recoupment of such incentive-based compensation to the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise reasonably determined by the Company in a manner consistent for all executive officers. Notwithstanding any provision of this Employment Agreement to the contrary, the Company reserves the right, without Executive’s consent, to amend or adopt any such clawback policies and procedures for all executive officers, including such policies and procedures applicable to this Employment Agreement with retroactive effect.

(j)            Assignment. This Employment Agreement may not be assigned by Executive. This Employment Agreement may be assigned by the Company, without Executive’s consent, to (1) any affiliate of the Company (so long as the Company or such affiliate remains liable for any amounts due hereunder), or (2) any other successor in interest to the Company’s business and assets (whether by merger, sale of assets, contribution of assets or otherwise). This Employment Agreement shall be binding on and inure to the benefit of the Company and its successors and assigns.

(k)          Interpretation. As used in this Employment Agreement, the word “including” means “including, without limitation” in each instance.

* * * * *

Execution Copy

IN WITNESS WHEREOF, the Company and Executive have executed this Employment Agreement in multiple originals to be effective on the Effective Date.

Exhibit 10.2

THE SIMPLY GOOD FOODS COMPANY

STAND-ALONE INDUCEMENT AWARD

Nonqualified STOCK OPTION GRANT NOTICE

The Simply Good Foods Company, a Delaware corporation (the “Company”), hereby grants to the individual set forth below as the “participant” (the “Participant”) the number of Options (each Option representing the right to purchase one Share) set forth below, at an Option Price per Share as set forth below, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules as a material inducement for the Participant to become an employee of Simply Good Foods USA, Inc. The Options are subject to all of the terms and conditions as set forth in this Grant Notice (the “Notice”) and in the CEO Stand-Alone Inducement Award Nonqualified Stock Option Agreement attached hereto as Exhibit A (the “Agreement”).

The Options (i) are being granted to the Participant as contemplated by Section 3(d) of the Employment Agreement (the “Employment Agreement”) dated January [19], 2026 by and between the Participant and the Company, as a stand-alone award outside of the Company’s 2017 Omnibus Incentive Plan (the “Prior Plan”) and outside of the new Company Incentive Plan, as may be amended from time to time (the “2025 Plan”), (ii) will not constitute an award granted under either the Prior Plan or the 2025 Plan, and (iii) will not reduce the share reserve of either of the Prior Plan or the 2025 Plan. Notwithstanding the foregoing, the terms, definitions, and provisions set forth in the 2025 Plan will apply to the Options as if the Options were granted under the 2025 Plan. Capitalized terms used but not defined herein shall have the meaning attributed to such terms in the Agreement or, if not defined therein, in the 2025 Plan, unless the context requires otherwise. In the event the Participant does not commence employment on, or within 5 business days immediately following the Grant Date, this Notice will be null and void and of no further force and effect.

The Option shall be subject to the execution and return of this Notice by the Participant to the Company within thirty (30) days of the date hereof (including by utilizing an electronic signature and/or web-based approval and notice process or any other process as may be authorized by the Company). This Option is a non-qualified stock option and is not intended by the parties hereto to be, and shall not be treated as, an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

This Notice may be executed by facsimile or electronic means (including, without limitation, PDF and DocuSign) and in one or more counterparts, each of which shall be considered an original instrument, but all of which together shall constitute one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Notice as of the Grant Date set forth above.

[Signature Page to Option Grant Notice]

the simply good foods company

CEO Stand-alone inducement award

Nonqualified STOCK OPTION AGREEMENT

Pursuant to the Option Grant Notice (the “Notice”) delivered to the Participant (as defined in the Notice), and subject to the terms of this Option Agreement (this “Agreement”), The Simply Good Foods Company (the “Company”) and the Participant agree as follows:

1.            Definitions. As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Terms not otherwise defined herein will have the meanings ascribed to them in the 2025 Plan and, if not defined therein, the definition in the Employment Agreement shall control notwithstanding if the Initial Term (as defined in the Employment Agreement) has expired.

(a)            “2025 Plan” means The Simply Good Foods Company Incentive Plan, adopted by the Board of Directors of the Company on October 16, 2025, as may be amended from time to time. In the event the 2025 Plan is not approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders on January 28, 2026 (or such other date as the meeting is held), references to the 2025 Plan in this Agreement will mean The Simply Good Foods Company 2017 Omnibus Incentive Plan, as amended from time to time.

(b)            “Agreement” means this Nonqualified Stock Option Agreement.

(c)            “Cause” has the same meaning given to such term in the Employment Agreement.

(d)            “Change in Control” has the same meaning given to such term in the Severance Plan.

(e)            “Company Group” means the Company and the Company’s direct and indirect Subsidiaries.

(f)            “Date of Termination” means the date that the Participant experiences a Termination (as defined in the Plan).

(g)            “Employment Agreement” means the Employment Agreement dated January [19], 2026] by and between the Participant and the Company.

(h)            “Good Reason” has the same meaning given to such term in the Employment Agreement.

(i)             “Qualifying Termination” has the same meaning given to such term in the Employment Agreement.

(j)             “Option” means the Nonqualified Stock Option granted to the Participant herein to purchase Covered Shares upon the terms and conditions as set forth in this Agreement and in accordance with the terms of the 2025 Plan.

(k)            “Retirement Termination” means a voluntary Termination by the Participant occurring on or after the expiration of the Initial Term (as defined in the Employment Agreement).

(l)            “Severance Plan” means the Company’s Third Amended and Restated Executive Severance Compensation Plan, dated of May 23, 2025, as amended from time to time.

(m)           “Vesting Date” means the date on which the Option becomes vested and exercisable with respect to a portion of the Covered Shares, pursuant to the Notice.

2.            Award. The Participant is hereby awarded a Nonqualified Stock Option to purchase the Covered Shares upon the terms and conditions set forth in the Notice and this Agreement, and, in addition, subject to the terms and conditions of the 2025 Plan.

3.            Exercise.

(a)            Vesting. The Covered Shares subject to the Option granted by this Agreement may only be exercised to the extent they have become vested and exercisable as provided in the Notice.

(b)            Exercise After Termination. Subject to Section 3(d):

(i)            If the Participant’s service with the Company is Terminated for Cause, then the Participant shall forfeit the right to exercise the Option with respect to all Covered Shares effective as of the Participant’s Date of Termination.

(ii)            If the Participant’s service with the Company is Terminated due to the Participant’s death or Disability, the right to exercise the Option shall terminate on the date that is the six months’ anniversary of the Participant’s Date of Termination.

(iii)            If the Participant’s service with the Company Terminates due to a Qualifying Termination or as a result of a Retirement Termination, the right to exercise the Option shall terminate on the Option’s Expiration Date.

(iv)            If the Participant’s service with the Company Terminates for any reason other than (w) for Cause, (x) death or Disability, (y) a Qualifying Termination, or (z) a Retirement Termination, the right to exercise the Option shall terminate on the 30^th day following the Participant’s Date of Termination.

(c)            Prohibitions on Vesting After Termination. Subject to Section 3(d), the Option may be exercised on or after the Participant’s Date of Termination only as to those Covered Shares that were vested and exercisable as of the Date of Termination and only to the extent the Option is then exercisable and within the applicable period described in Section 3(b)(ii), (iii), or (iv) above.

(d)            Vesting Eligibility Following Qualifying Termination. Notwithstanding anything to the contrary herein, upon a Qualifying Termination prior to a Change in Control, the unvested portion of the Option shall not automatically terminate as a result of such Termination and shall remain eligible to vest solely upon the consummation of a Change in Control that occurs within 90 days following the Participant’s Date of Termination and if a Change in Control occurs during such period, the Option shall be exercisable for a period of 90 days following the Change in Control. Notwithstanding anything to the contrary herein, upon a Qualifying Termination during the 90 day period preceding or the 12 month period following a Change in Control, the terms of the Severance Plan shall apply.

4.            Expiration. Notwithstanding the foregoing, the Option shall not be exercisable on or after the eighth anniversary of the Grant Date or, if earlier, the date specified in Section 3.

5.            Forfeiture Events; Clawback. The Participant agrees and acknowledges that the Option is subject to the terms of any clawback policy maintained by the Company, whether adopted prior to or subsequent to the Grant Date, or as required by law, regulation, or exchange requirement, as it may be

amended from time to time, including but not limited to the Company’s clawback policy known as the “Rule 10D-1 Incentive Compensation Recovery Policy” and the Company’s clawback policy known as the “General Clawback Policy.”

6.            No Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to the Covered Shares until the effective date of issuance of the Shares and the entry of the Participant’s name as a stockholder of record on the books of the Company following exercise of the Option.

7.            Method of Option Exercise. Subject to the terms of this Agreement and the 2025 Plan, the Option may be exercised in whole or in part by filing a written notice with the Secretary of the Company at its corporate headquarters, or by any other administrative method and exercise procedures as may be established by the Committee from time to time (which may include any procedures utilizing an electronic signature and/or web-based approval and notice process and/or a third-party plan administrator), prior to the Company’s close of business on the last business day that occurs prior to the expiration of the Option and prior to the time the Option ceases to be exercisable. Such notice shall specify the number of Covered Shares that the Participant elects to purchase and shall be accompanied by payment in full of the Exercise Price for such Shares indicated by the Participant’s election in any or any combination of the following forms: (a) a wire transfer of readily available funds in U.S. dollars or a certified bank check denominated in U.S. dollars, (b) if permitted by applicable law and by the Committee, the transfer, either actually or by attestation, to the Company of Shares that have been held by the Participant for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee, or (c) if permitted by applicable law and by the Committee, in the form of a transfer of other property (including Shares). Any Shares transferred to or withheld by the Company as payment of the Option Price, if so permitted pursuant to clause (b) above, will be valued at their Fair Market Value on the last business day preceding the date of exercise of such Option or by such other method required by applicable law. In addition, the Committee may provide for the payment of the Option Price through (x) Share withholding as a result of which the number of Shares issued upon exercise of the Option will be reduced by a number of Shares having an aggregate Fair Market Value equal to the aggregate Option Price due upon such exercise, or (y) a registered broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee. If requested by the Committee, the Participant will deliver the Agreement evidencing the Option to the Company, which will endorse thereon a notation of such exercise and return the Agreement to the Participant. No fractional Shares (or cash in lieu thereof) shall be issued upon exercise of the Option and the number of Shares that may be purchased upon exercise shall be rounded down to the nearest number of whole Shares.

8.            No Exercise in Violation of Law. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or federal securities laws or the rules and regulations of any securities exchange on which the Shares are traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.

9.            Withholding. The Participant shall pay or make adequate provision for any federal, state, local and other withholding tax obligations of the Company relating to the Option. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. If approved in advance by the Committee and subject to applicable law, the Participant may, in satisfaction of his or her obligation to pay tax withholding in connection with the exercise of the Option, elect to (a) have withheld a portion of the Shares then issuable to him or her, (b) surrender Shares owned by the Participant prior to the exercise of the Option, in each case having an aggregate Fair Market Value equal to such tax withholding, or (c)

utilize a cashless settlement procedure through a registered broker-dealer pursuant to such cashless settlement procedures that are, from time to time, deemed acceptable by the Committee.

10.            Transferability. The Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant.

11.            Exercisability Following Death. If any rights exercisable by the Participant or benefits deliverable to the Participant under this Agreement have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the legal representative of the estate of the Participant.

12.            Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it acting reasonably and in good faith with respect to the Agreement is final and binding on all persons.

13.            Application of 2025 Plan Terms and Conditions. Notwithstanding anything in this Agreement to the contrary, and regardless of the Option not being an award granted under the 2025 Plan, the terms of this Agreement shall be subject to the terms of the 2025 Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company, and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the 2025 Plan. In the event of direct conflict between the terms of the 2025 Plan and this Agreement, the terms of this Agreement shall govern.

14.            Not an Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with any member of the Company Group, nor will it interfere in any way with any right any member of the Company Group would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

15.            Representation. The Participant acknowledges and represents to the Company that, as of the date hereof, it is the Participant’s good faith intention that upon the exercise of the Option, the Participant will be acquiring the Covered Shares solely for the Participant’s own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution of the Covered Shares.

16.            Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the Company’s principal business office.

17.            Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to its principles of conflict of laws.

18.            Amendment. This Agreement may be amended by written agreement of the Participant and the Company, without the consent of any other person.

19.            Waiver. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

20.            Headings. Headings are for convenience only and are not deemed to be part of this Agreement. Unless otherwise indicated, any reference to a Section herein is a reference to a Section of this Agreement.

21.            Binding Effect. This Agreement shall be binding upon the parties hereto, together with their personal executors, administrators, successors, personal representatives, heirs and permitted assigns.

22.            Entire Agreement. This Agreement, together with the Notice and the 2025 Plan, and the Employment Agreement, supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire agreement of the parties with respect to the subject matter hereof.

Exhibit 10.3

SEPARATION AGREEMENT
AND GENERAL RELEASE

This Separation Agreement and General Release (“Agreement”) is being entered into between Geoff E. Tanner (“Employee”) and Simply Good Foods USA, Inc. (“Company”), and for purposes of Sections 2.b. and 3 herein, The Simply Good Foods Company (“Parent”), as of the Effective Date defined below.

1.            Termination of Employment; Final Wages. Employee's employment with the Company terminated effective January 18, 2026 (“Separation Date”), and Employee was paid all outstanding, accrued wages and other compensation owed for employment through the Separation Date.

2.            Consideration.

a.            If Employee timely signs and returns this Agreement, does not revoke the Agreement, and fully abides by the Agreement’s terms, Employee shall be entitled to cash severance, equal to two (2) times the sum of:

for a total (after taking into account the severance multiplier) of three million, five hundred and nineteen thousand, four hundred and fifty-four dollars ($3,519,454) (the “Cash Severance Amount”), plus a payment of a prorated bonus for fiscal year 2026 equal to three hundred and fifty thousand, five hundred and sixty-eight dollars ($350,568), representing Employee’s target bonus amount for fiscal year 2026, multiplied by a fraction, the numerator of which is the number of days employed by the Company during fiscal year 2026 prior to and including the Separation Date (i.e., 141 days), and the denominator of which is the full number of days in fiscal year 2026 (i.e., 365 days) (the “Prorated Bonus”), in each case, less all appropriate federal and state income and employment taxes and other withholdings (collectively, the “Severance Payment”).

The Prorated Bonus will be paid at the time when annual bonuses for fiscal year 2026 are paid generally to the Company’s employees, but no earlier than the Effective Date and in all events during fiscal year 2027. The payment of the Cash Severance Amount shall be made in accordance with Section 2.c.

b.            Whether or not this Agreement becomes effective under Section 17.b., pursuant to the terms of that certain Offer Letter dated January 27, 2023, by and among you, Company and Parent (the “Offer Letter”), that portion of the Initial RSUs (as defined in the Offer Letter) granted on April 10, 2023 and the Initial Options (as defined in the Offer Letter) granted on April 10, 2023 in each case, that remain unvested as of the Separation Date will immediately vest, as of the Separation Date, and will be settled or remain exercisable, as applicable, under the terms of the

Initial RSU and Initial Option award agreements executed at the time of grant. In addition, if Employee timely signs and returns this Agreement and does not revoke the Agreement, the time-based restricted stock unit awards previously granted to Employee as part of the Company’s annual equity compensation program that are outstanding as of the Separation Date (the “Outstanding Time-Based Awards”), as set forth on Exhibit A, attached hereto, will fully vest as of the Effective Date notwithstanding anything to the contrary in the award agreements evidencing the Outstanding Time-Based Awards or the equity plan under which the Outstanding Time-Based Awards were originally granted. The performance-based restricted stock unit awards previously granted to Employee as part of the Company’s annual equity compensation program that are outstanding as of the Separation Date will be cancelled and forfeited in full as of the Separation Date in accordance with the award agreements evidencing such awards and equity plan under which they were granted.

c.            At the time the Severance Payment (other than the Prorated Bonus) becomes due under Section 2.a., (i) the amount of Employee’s “Section 409A Exempt Severance Pay” (as defined in The Simply Good Foods Company Third Amended and Restated Executive Severance Compensation Plan, dated as of May 23, 2025 (the “Severance Plan”)) and the amount of Employee’s “Section 409A Remaining Severance Pay,” (as defined in the Severance Plan), if any, shall be calculated by the Company in accordance with Section 9.6(b) of Severance Plan, and any applicable guidance under Section 409A. The Section 409A Exempt Severance Pay shall be paid in a cash lump sum and the Section 409A Remaining Severance Pay, if any, shall be paid in equal installments on regular payroll dates over 24 months, with payment, in each case, to be made or begin, as applicable and subject to Section 4.f,, within sixty (60) days after the Separation Date, provided the this Agreement has been executed and has become effective and irrevocable prior to the payment date. Any payments that would otherwise be due prior to the commencement of the Severance Payment shall be withheld and paid on the first payroll period on which the Severance Payment is paid.

d.            Employee acknowledges and agrees that the Company's obligation to provide the Severance Payment is contingent upon Employee's complete and continued compliance with all of the terms and conditions of this Agreement, including but not limited to Employee's existing confidentiality obligations and duties under all confidentiality, invention assignment and other similar agreements entered into by Employee, including those set forth in this Agreement and the Confidentiality and Invention Assignment Agreement, entered into by Employee and the Company.

e.            The Company will withhold the appropriate federal, state and local taxes and other withholdings, as determined by the Company, from any Severance Payment paid or equity vesting event occurring under this Agreement.

f.            The intent of the parties is that payments under this Agreement are either exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), and this Agreement shall be interpreted to that end. The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement are uncertain and may be subject to change as additional guidance and interpretations become available. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Employee by Section 409A or any damages for failing to comply with Section 409A. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to Employee during the 6-month period following his Separation Date if the Company determines that Employee is a “specified employee” as of the Separation Date and that that paying such

amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A without being subject to such additional taxes, including as a result of Employee’s death), the Company shall pay to Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Employee during such 6-month period.

3.            Cessation of Director and Officer Positions. Under the terms of the Offer Letter, on the Separation Date, your service as a director on the Board of Parent will cease, and you will no longer be considered an officer of the Company, Parent, and any of their respective subsidiaries, nor a member of the governing board of each relevant entity. Whether or not this Agreement becomes effective under Section 17.b., Employee will execute and submit to the Company a letter, substantially in a form provided to Employee, that memorializes this provision.

4.            General Release. Except for any rights granted under this Agreement, Employee, for Employee, and for Employee’s heirs, assigns, executors and administrators, hereby releases, remises and forever discharges the Company, its parents, subsidiaries, affiliates, divisions, predecessors, successors, assigns, directors, officers, partners, attorneys, shareholders, administrators, employees, agents, representatives, employment benefit plans, plan administrators, fiduciaries, trustees, insurers and re-insurers, and all of their predecessors, successors and assigns, (collectively, the “Releasees”), of and from all claims, causes of action, covenants, contracts, agreements, promises, damages, disputes, demands, and all other manner of actions whatsoever, in law or in equity, that Employee ever had, may have had, now has, or that Employee’s heirs, assigns, executors or administrators hereinafter can, shall or may have, whether known or unknown, asserted or unasserted, suspected or unsuspected, as a result of Employee’s employment with the Company, the termination of that employment, or any act or omission which has occurred at any time up to and including the date of the execution of this Agreement (“Released Claims”).

a.            Released Claims. Except for the Excluded Claims and without limiting Employee’s rights under Section 2, the Released Claims released include, but are not limited to, any claims for monetary damages; any claims related to Employee’s employment with the Company or the termination thereof; any claims to compensation, severance or similar benefits; any claims to expenses, attorneys’ fees or other indemnities; any claims based on actions or failure to act on or before the date of this Agreement; any claims for other personal remedies or damages sought in any legal proceeding or charge filed with any court or federal, state or local agency either by one or by a person claiming to act on Employee’s behalf or in Employee’s interest. Employee understands that the Released Claims might have arisen under many different local, state and federal statutes, regulations, ordinances, case law and/or common law doctrines. Employee hereby specifically, but without limitation, agrees to release all of the Releasees from any and all claims under each of the following laws:

i.            Laws regarding the payment of wages and hours of work, including the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Arkansas Minimum Wage Act (Ark. Code Ann. § 11-4-201 et seq.); all California wage orders; the California Labor Code; the California Business & Professions Code; the California Private Attorneys General Act; Connecticut’s minimum wage and wage payment laws (Conn. Gen. Stat. Ann. § 31-58 et seq.); the Florida Minimum Wage Act (§ 448.110, Fla. Stat.); the Florida Constitution (Fla. Const. Art. X, § 24); the Kentucky Wages and Hours Act (KRS § 337.010 et seq.); the Massachusetts Wage Act (Mass. Gen. Laws. Ch. 149, § 150); the New Jersey Wage Payment Law (N.J. Stat. Ann. § 34:11-2 et seq.); the New Jersey Wage and Hour Law (N.J. Stat. Ann. § 34:11-56a et seq.); Nevada wage and hour laws (Nev. Rev. Stat. § 608.250); the New York Labor Law (N.Y. Lab. Law § 190 et seq.); the Ohio Minimum Fair Wage Standards Act (R.C. § 4111.01 et seq.); the Texas Payday Law (Tex. Lab. Code Ann. § 61.001 et seq.); the Washington Wage

Payment Act (R.C.W. § 49.48.010 et seq.); the Wisconsin Wage Claim and Payment Law (Wis. Stat. § 109.03 et seq.); and any other wage-related statutes, ordinances, orders, and regulations, including without limitation all claims for unpaid wages, overtime, “off the clock” work, penalties, liquidated damages, meal or rest break payments, waiting time penalties, failure to provide itemized wage statements, restitution, and other equitable relief, attorneys’ fees and costs, any amount due under any compensation, bonus, or benefit program, and any claims that the Releasees retaliated against Employee or any other person for complaining about wages or for asserting wage-related claims.

ii.            Antidiscrimination laws, such as the Age Discrimination in Employment Act of 1967 (ADEA), as amended; Title VII of the Civil Rights Act of 1964, as amended, and Executive Order 11246 (which prohibit discrimination based on race, color, national origin, religion, or sex); Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based on race or color); the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Equal Pay Act (which prohibits paying men and women unequal pay for equal work); the Uniformed Services Employment and Reemployment Rights Act (USERRA); the Genetic Information Nondiscrimination Act of 2008 (GINA); the Immigration Reform and Control Act (IRCA); the Arkansas Civil Rights Act of 1993 (Ark. Code Ann. § 16-123-102 et seq.); the California Fair Employment and Housing Act (Cal. Gov’t Code § 12900 et seq.) (which prohibits discrimination based on protected characteristics including race, color, religion, sex, gender, sexual orientation, marital status, national origin, language restrictions, ancestry, physical or mental disability, medical condition, age, and denial of leave); the California Equal Pay Law (Cal. Lab. Code § 1197.5) (which prohibits paying men and women unequal pay for equal work); the Unruh Civil Rights Act (Cal. Civ. Code § 51 et seq.) (which prohibits discrimination based on age, sex, race, color, religion, ancestry, national origin, disability, medical condition, marital status, or sexual orientation); the Connecticut Fair Employment Practices Act (Conn. Gen. Stat. Ann. § 46a-51 et seq.); the anti-retaliation provision of the Connecticut Workers’ Compensation Act (Conn. Gen. Stat. Ann. § 31-275 et seq.); the Florida Civil Rights Act (Fla. Stat. § 760.01 et seq.); Florida’s Workers’ Compensation Retaliation provision (Fla. Stat. § 440.205); the Georgia Fair Employment Practice Act (O.C.G.A. § 45-19-20 et seq.); the Georgia Equal Pay Act (O.C.G.A. § 34-5-1 et seq.); the Georgia Equal Employment for Persons with Disabilities Code (O.C.G.A. § 34-6A-1 et seq.); the Illinois Human Rights Act (775 ILCS 5/1-101 et seq.); the Illinois Equal Pay Act (820 ILCS 112/1 et seq.); the Kentucky Civil Rights Act (KRS § 344.010 et seq.); the Kentucky Equal Pay Act (KRS § 337.420 et seq.); the Kentucky Equal Opportunities Act (KRS § 207.130 et seq.); the Kentucky Pregnant Workers Act (KRS § 334.030 et seq.); the anti-retaliation provisions of Kentucky’s workers’ compensation statute (KRS § 342.197); the Maryland Fair Employment Practices Act (Md. Code Ann., State Gov’t § 20-601 et seq.); the Massachusetts Fair Employment Practices Act (Mass. Gen. Laws. Ch. 151B, § 1 et seq.); the New Jersey Law Against Discrimination (N.J. Stat. Ann. § 10:5-12 et seq.); the anti-retaliation provisions of the New Jersey Workers’ Compensation Law (N.J. Stat. Ann. § 34:15-39.1 et seq.); the Nevada Fair Employment Practices Act (Nev. Rev. Stat. § 613.310 et seq.); the New York Human Rights Law (N.Y. Exec. Law § 290 et seq.); the anti-discrimination and anti-retaliation provisions of the New York Workers’ Compensation Law (N.Y. Workers’ Comp. Law § 125); the New York Civil Rights Law (N.Y. Civ. Rights Law § 40 et seq.); the anti-discrimination provisions of the New York Correction Law (N.Y. Correct. Law § 750 et seq.); the North Carolina Equal Employment Practices Act (N.C.G.S. § 143-422.1 et seq.); the North Carolina Persons with Disabilities Protection Act (N.C.G.S. § 168A-1 et seq.); the North Carolina Retaliatory Employment Discrimination Act (N.C.G.S. § 95-240 et seq.); the North Carolina Genetic Testing and Information Discrimination Act (N.C.G.S. § 95-28.1A); the Ohio Civil Rights Act (R.C. § 4112.01 et seq.); Ohio’s equal pay statute (R.C. § 4111.17); Ohio’s workers’ compensation retaliation protections (R.C. § 4123.90); the Oklahoma Anti-Discrimination Act (Okla. Stat. tit. 25, § 1101 et seq.); the anti-discrimination provisions of Oklahoma’s medical marijuana laws (Okla. Stat. tit. 63, § 425 and Okla. Stat. tit. 63, § 427.8); the anti-retaliation provisions of the Oklahoma Workers’ Compensation Act (Okla. Stat. tit. 85, §§ 5 to 7, 341); the South Carolina Human Affairs Law (S.C. Code Ann. § 1-13-10 et seq.); the anti-retaliation provisions of South Carolina’s workers’ compensation law (S.C. Code Ann. §

41-1-80); the Tennessee Human Rights Act (T.C.A. § 4-21-101 et seq.); the Tennessee Disability Act (T.C.A. § 8-50-103 et seq.); Chapter 21 of the Texas Labor Code (Tex. Lab. Code Ann. § 21.001 et seq.); the Texas Anti-Retaliation Act (Tex. Lab. Code Ann. § 451.001); the Washington Law Against Discrimination (R.C.W. § 49.60.010 et seq.); the Wisconsin Fair Employment Act (Wis. Stat. § 111.31 et seq.); or any other local, state or federal statute, regulation, common law or decision concerning discrimination, harassment, or retaliation on these or any other grounds or otherwise governing the employment relationship.

iii.            Other employment laws, such as the federal Worker Adjustment and Retraining Notification Act of 1988, the California Worker Adjustment and Retraining Notification Act (Cal. Lab. Code § 1400 et seq.), the Illinois Worker Adjustment and Retraining Notification Act (820 ILCS 65/1 et seq.), the Maryland Economic Stabilization Act (Md. Code Ann., Lab. & Empl. § 11-301 et seq.), the Massachusetts Plant Closing Law (Mass. Gen. Laws. Chs. 149 and 151A), the Millville Dallas Airmotive Plant Job Loss Notification Act (N.J. Stat. Ann. § 34:21-1 et seq.), the New York Worker Adjustment and Retraining Notification Act (N.Y. Lab. Law § 860 et seq.), the Tennessee Plant Closing and Reduction in Operations Act (T.C.A. § 50-1-601 et seq.) and the Wisconsin Business Closing and Mass Layoff Law (Wis. Stat. § 109.07; Wis. Admin. Code DWD § 279.001 et seq.) (known as WARN laws, which require advance notice of certain workforce reductions); the Executive Retirement Income Security Act of 1974 (which, among other things, protects employee benefits) (ERISA); the Fair Labor Standards Act of 1938 (which regulates wage and hour matters); the Family and Medical Leave Act of 1993 (which requires employers to provide leaves of absence under certain circumstances); the Arkansas Uniform Contribution Among Tortfeasors Act (Ark. Code Ann. § 16-61-201 et seq.); the California Family Rights Act of 1993 (Cal. Gov’t Code §§ 12945.1, 12945.2, and 19702.3); the Connecticut Family and Medical Leave Act (Conn. Gen. Stat. Ann. § 31-51kk et seq.); Connecticut’s whistleblower law (Conn. Gen. Stat. Ann. § 31-51m); Connecticut’s free speech law (Conn. Gen. Stat. Ann. § 31-51q); the Florida Whistleblower Protection Act (Fla. Stat. § 448.101 et seq.); the Illinois Right to Privacy in the Workplace Act (820 ILCS 55/1 et seq.); the Illinois Labor Dispute Act (820 ILCS 5/1 et seq.); the Illinois Employment Contract Act (820 ILCS 15/1 et seq.); the Illinois Biometric Information Privacy Act (740 ILCS 14); the Maryland Parental Leave Act (Md. Code Ann., Lab. & Empl. § 3-1201 et seq.); the Maryland Healthy Working Families Act (Md. Code Ann., Lab. & Empl. § 3-1301 et seq.); the New Jersey Conscientious Employee Protection Act (N.J. Stat. Ann. §. 34:19-1 et seq.); the New Jersey Family Leave Act (N.J. Stat. Ann. § 34:11B-1 et seq.); the New Jersey Security and Financial Empowerment Act (N.J. Stat. Ann. § 34:11c-1 et seq.); the New Jersey Family Leave Insurance provisions of the New Jersey Temporary Disability Benefits Law (N.J. Stat. Ann. § 43:21-37 et seq. and § 43:21-55.2); the New Jersey Earned Sick Leave Law (N.J. Stat. Ann. § 34:11d-1 et seq.); Nevada laws regarding an employee’s work location (Nev. Rev. Stat. § 613.010); the New York Whistleblower Law (N.Y. Lab. Law § 740 et seq.); the Ohio Whistleblowers’ Protection Act (R.C. § 4113.51 et seq.); Ohio’s miscellaneous labor provisions (R.C. § 4113.10 et seq.); the Oklahoma Standards for Workplace Drug and Alcohol Testing Act (Okla. Stat. tit. 40, § 551 et seq.); the Texas Labor Code; the Wisconsin Family and Medical Leave Law (Wis. Stat. § 103.10); the Wisconsin Cessation of Health Care Benefits Law (Wis. Stat. § 109.075); the Wisconsin Personnel Records Statute (Wis. Stat. § 103.13); the Wisconsin Employee Internet Privacy Statute (Wis. Stat. § 995.55); and any other federal, state, or local statute, regulation, common law or decision relating to employment terms and conditions, reemployment rights, or any other aspect of employment.

iv.            Other laws of general application, such as any federal, state, or local law enforcing express or implied employment or other contracts or covenants; any other federal, state or local laws providing relief for alleged wrongful discharge, physical or personal injury, breach of contract, emotional distress, fraud, fraudulent inducement, negligent misrepresentation, defamation, invasion of privacy, violation of public policy and similar or related claims; common law claims under any tort, contract or other theory now or hereafter recognized, and any other federal, state, or local statute, regulation, common law or decision otherwise regulating employment.

b.            Participation in Agency Proceedings. Nothing in this Agreement shall prevent Employee from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or any similar state or local agencies, or from participating in any investigation or proceeding conducted by the EEOC, the NLRB, or similar state or local agencies. However, by entering into this Agreement, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary relief or other personal relief as a result of any such EEOC, NLRB, or similar state or local agency proceedings, including any subsequent legal action.

c.            Claims Excluded From Release. Notwithstanding the foregoing, any claims that cannot be released as a matter of law, including, but not limited to claims by Employee for: (i) unemployment insurance; (ii) worker’s compensation benefits; (iii) state disability compensation; (iv) previously vested benefits under any Company-sponsored benefits plan; (v) rights as a stockholder of Parent; (vii) rights to indemnification by Parent and the Company to which Employee may be entitled under any of Parent’s or the Company’s respective organizational documents, contractual arrangements or otherwise in respect of any action, suit or proceeding which may be brought against me in the future in connection with, or arising out of, my service as a member of the Board, or as an officer, of Parent, the Company and any committees or subcommittees thereof or other governing body of Parent or the Company, if applicable; and (viii) any other rights that cannot by law be released by private agreement, including those as set forth in Sections 6 and 8, are not released (collectively, the “Excluded Claims”).

d.            Waiver of Unknown Claims. Employee further acknowledges that Employee has read Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Employee understands that Section 1542 gives Employee the right not to release existing claims of which Employee is not now aware, unless Employee voluntarily chooses to waive this right. Even though Employee is aware of the rights described in Section 1542, Employee nevertheless hereby voluntarily waives such rights and elects to assume all risks for claims that now exist in Employee’s favor, known or unknown, arising from the subject matter of the general release in this Agreement. Employee acknowledges that different or additional facts may be discovered in addition to what Employee now knows or believes to be true with respect to the Released Claims extinguished by this Agreement, and Employee agrees that this Agreement will be and remain in effect in all respects as a complete and final release of the Released Claims, notwithstanding any such different or additional facts.

e.            Illinois Opt-out. To the extent applicable, the parties to this Agreement opt out of the statutory settlement provisions set forth in 735 ILCS 5/2-2301 pursuant to subsection (g) of that statute.

f.            No Assignment of Claims. Employee represents and warrants that Employee has not previously filed or joined in any claims that are released in this Agreement and that Employee has not given or sold any portion of any claims released herein to anyone else, and that Employee will indemnify

and hold harmless the Releasees from all liabilities, claims, demands, costs, expenses and/or attorneys’ fees incurred as a result of any such prior assignment or transfer.

g.            Finality of Release. EXCEPT AS OUTLINED ABOVE, BY SIGNING THIS AGREEMENT, EMPLOYEE WILL WAIVE ANY RIGHT EMPLOYEE MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES INCLUDING, BUT NOT LIMITED TO, CLAIMS THAT IN ANY WAY ARISE FROM OR RELATE TO EMPLOYEE’S EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS AGREEMENT. EMPLOYEE AGREES NOT TO PURSUE OR BRING ANY SUCH LAWSUIT OR LEGAL CLAIM SEEKING MONETARY OR OTHER RELIEF.

5.            No Admission of Liability. Employee understands and agrees that this Agreement shall not be deemed or construed at any time or for any purposes as an admission of any liability or wrongdoing by either Employee or the Company.

6.            Agreement Not To Sue. Except as specifically stated in this Agreement, including as stated in Sections 4.b, 4.c, 7 and 9 and/or except as required by law that cannot be waived, Employee agrees not to pursue any action nor seek damages or any other remedies for any released claims. Employee agrees to execute any and all documents necessary to request dismissal or withdrawal, or to opt-out, of such claims with prejudice.

7.            Confidentiality; Non-Disparagement.

a.            Employee acknowledges that during Employee’s employment, Employee may have obtained confidential, proprietary and trade secret information, including information relating to the Company’s products, plans, designs and other valuable confidential information. Except as provided herein, Employee agrees not to use or disclose any such confidential information unless required by subpoena or court order and that Employee will first give the Company written notice of such subpoena or court order with reasonable advance notice to permit the Company to oppose such subpoena or court order if it chooses to do so. Employee further agrees that, except as provided herein or unless required to do so by law, Employee will not disclose voluntarily or allow anyone else to disclose either the existence of, reason for or contents of this Agreement without Company’s prior written consent.

b.            Notwithstanding this provision, Employee is authorized to disclose this Agreement to Employee’s spouse, attorneys and tax advisors on a “need to know” basis, on the condition that they agree to hold the terms of the Agreement, including the Severance Payment, in strictest confidence. Employee is further authorized to make appropriate disclosures in response to a subpoena, provided that Employee notifies the Company in writing of such legal obligations to disclose at least five (5) business days in advance of disclosure. No such notice, however, is required if Employee makes disclosure of confidential information of this Agreement in the process of exercising Employee’s right or ability to file a charge or claim or communicate or cooperate with any federal, state or local agency, including providing documents or other protected disclosures as set forth herein.

c.            Employee agrees (i) not to make disparaging or defamatory comments, written or verbal, about the Company, or any other subsidiary, affiliate, successor or related company, or its current

or past officers, directors, managers and/or employees (each, a “Company Party”), (ii) not to take any other action that may disparage any Company Party to the general public or any Company Party’s officers, directors, employees, clients, suppliers, investors, potential investors or business partners, and (iii) not to initiate, and will avoid, all communications with third parties or public communications related to the Company and/or Employee’s departure from employment with the Company, unless otherwise required by law.

d.            This Section does not, in any way, restrict or impede Employee from exercising protected rights, including those under state law and/or the National Labor Relations Act (NLRA), to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. This Section does not in any way prevent or restrict Employee from disclosing factual information related to a claim filed in a civil action or a complaint filed in an administrative action regarding an act of sexual harassment, an act of sexual assault, an act of workplace harassment or discrimination, failure to prevent an act of workplace harassment or discrimination, or an act of retaliation against a person for reporting or opposing harassment or discrimination, or from exercising protected rights to the extent that such rights cannot be waived by agreement.

e.            Nothing in this Section or elsewhere in this Agreement prevents or restricts Employee from discussing or disclosing: (i) information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful; (ii) unlawful employment practices, including any form of unlawful discrimination, harassment or retaliation that is actionable under federal or state law; (iii) the underlying details relating to a claim of discrimination, retaliation, or harassment; (iv) factual information related to future claims of discrimination; (v) conduct or the existence of a settlement involving conduct, that Employee reasonably believed to be illegal discrimination, illegal harassment, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy; or (vi) any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Employee may be entitled.

8.            Return of Information and Property. Employee shall immediately return to the Company all of Employee’s office keys, access cards, key fobs, Company-issued equipment, and other Company property in Employee’s possession, including the originals and all copies (regardless of medium) of all information, files, materials, documents or other property relating to the business of the Company and its affiliates, and Employee represents that all such information and items have been returned to the Company. Employee agrees, if requested by the Company, to submit the Employee’s mobile phone to the Company for a reasonable period of time for removal of any and all Company data.

9.            Protected Rights.

a.            Employee understands this Agreement does not release any claims that cannot be released as a matter of law. Employee further understands no section in this Agreement, including Sections 4, 6 and/or 7, is intended to or shall limit, prevent, impede or interfere with Employee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a

government-administered whistleblower award program for providing information directly to a government agency. Notwithstanding the above, unless otherwise prohibited by law, by signing this Agreement, Employee releases and waives Employee’s right to claim or recover monetary damages directly from the Company in any charge, complaint, or lawsuit filed by Employee or by anyone else on Employee’s behalf, for any Released Claims.

b.            Employee also understands that pursuant to the Defend Trade Secrets Act of 2016, Employee 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 in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Employee understands that employees may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, Employee understands an employee who files a lawsuit alleging retaliation by the company for reporting a suspected violation of the law may disclose the trade secret to the attorney of the employee and use the trade secret in the court proceeding, if the employee files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

10.          Entire Agreement. Employee acknowledges this Agreement constitutes the entire agreement between Employee and the Company with respect to any matters referred to in this Agreement. This Agreement supersedes any and all of the other agreements between Employee and the Company (including the Offer Letter), except for Employee’s Confidentiality and Invention Assignment Agreement, which remains in full force and effect. No other consideration, agreements, representations, oral statements, understandings or courses of conduct which are not expressly set forth in this Agreement should be implied or are binding. Employee is not relying upon any other agreement, representation, statement, omission, understanding, or course of conduct which is not expressly set forth in this Agreement.

11.          Successors and Assigns. This Agreement, including without limitation the releases contained in it, shall bind and inure to the benefit of the successors and assigns of the Company, Employee, and each of them.

12.          Captions and Construction. The captions to paragraphs of this Agreement are solely for the convenience of the parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of it. No provision of this Agreement shall be construed against any party merely because that party or the party’s counsel drafted the provision.

13.          Governing Law and Venue. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Colorado, excluding the choice of law rules thereof. The parties hereby irrevocably submit to the exclusive jurisdiction of any federal court or state court of the State of Colorado, County of Denver for the resolution of any dispute related to this Agreement or Employee’s employment with the Company, and each party hereby irrevocably agrees that all claims in respect of such dispute, or any suit, action or proceeding related thereto shall be heard, resolved and determined in such courts.

14.          Tax Liability and Indemnification. Employee agrees that Employee shall bear full responsibility for any and all tax liabilities owed by Employee that may arise in relation to this Agreement, and Employee agrees that Employee shall fully indemnify and hold the Company harmless from any tax liability owed by Employee arising from or related to the transactions set forth herein (including, but not

limited to, the Company’s provision of the Severance Payment), including, but not limited to, any taxes, penalties, fines, and/or interest that are assessed by any tax authority against Employee and further including all attorneys’ fees and costs incurred by the Company in response to any claims or assessments by any tax authority against Employee.

15.          Severability. If any term, provision, covenant or condition of this Agreement is held to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

16.          Remedies. Employee acknowledges that the Company’s damages at law would be an inadequate remedy for Employee’s breach of any provision of this Agreement, and agrees that, in the event of such breach, the Company may obtain temporary and permanent injunctive relief restraining Employee from such breach, and, to the extent permissible under the applicable statutes and rules of procedure, a temporary injunction may be granted immediately upon the commencement of any such suit. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement. Notwithstanding any such relief, all of the other terms of this Agreement, including, without limitation, Employee’s release of claims, shall remain in full force and effect.

17.          ADEA Acknowledgment and Information

a.            With respect to the general release in Section 4 of this Agreement, Employee agrees and understands that by signing this Agreement, Employee is specifically releasing all claims under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et seq. (“ADEA”). Employee acknowledges that Employee has carefully read and understands this Agreement in its entirety, and Employee executes this Agreement voluntarily and without coercion. Employee understands that claims challenging the validity of this Agreement under the ADEA are not released.

b.            Employee has up to twenty-one (21) days after receipt of this Agreement within which to review it and to discuss with an attorney of Employee’s own choosing, at Employee’s own expense, whether or not Employee wishes to sign it. If Employee does not sign this Agreement within the twenty-one (21) day period, this offer will expire and Employee will not be eligible for the Severance Payment set forth herein. Employee can accept this Agreement by timely signing it and returning it to Timothy Kraft at [email protected]. Furthermore, Employee has seven (7) days after signing this Agreement to revoke this Agreement. If Employee wishes to revoke this Agreement, Employee may do so by emailing a letter of revocation to Timothy Kraft, Chief Legal and Corporate Development Officer at his email address above. For the revocation to be effective, written notice of Employee’s decision to revoke the Agreement must be received by the Company by no later than 12:01 a.m. on the eighth (8^th) day after the date on which Employee signed the Agreement. Because of this revocation period, Employee understands that this Agreement shall not become effective or enforceable until after this seven (7) day period has expired without revocation (“Effective Date”).

18.          Timing of Execution. Employee agrees not to sign this Agreement before the Separation Date.

19.          Acknowledgment of Full Understanding. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE THE COMP’NY FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have agreed to the terms and conditions of this Agreement as of the date first set forth below.

DO NOT SIGN PRIOR TO THE SEPARATION DATE

EXHIBIT A

Outstanding Equity Awards