Turtle Beach Corp 8-K, filed Aug 3, 2026
Turtle Beach Corp (TBCH)
About this 8-K
Turtle Beach Corp filed this 8-K on August 3, 2026, reporting on events of July 28, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Severance Policy
On July 28, 2026, Turtle Beach Corporation (the “Company”) adopted the Turtle Beach Corporation Executive Severance Policy (the “Severance Policy”), pursuant to which the Company’s Chief Executive Officer and certain other executives of the Company are eligible to receive certain severance benefits as described in the Severance Policy.
Under the terms of the Severance Policy, in the event the Company terminates a participant’s employment without Cause (as such term is defined in the Severance Policy), and the participant timely executes a general release of claims against the Company, the participant will receive the following severance benefits:
| • | a cash severance payment equal to three (3) months of annual base salary; |
| • | reimbursement of up to $3,000 in outplacement services; and |
| • | reimbursement of the employer portion of COBRA premiums for continued health care coverage for a period of up to three (3) months, subject to the participant’s timely election of continuation coverage under COBRA and continued payment of the participant’s share of premiums. |
The foregoing description of the Severance Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Wynne Severance Agreement
On July 29, 2026, the Company entered into a Severance Agreement (the “Wynne Severance Agreement”) with Megan Wynne, pursuant to which Ms. Wynne is eligible to receive certain severance benefits upon a qualifying termination of her employment.
Under the terms of the Wynne Severance Agreement, in the event the Company terminates Ms. Wynne’s employment without Cause or Ms. Wynne resigns for Good Reason (as such terms are defined in the Wynne Severance Agreement), Ms. Wynne may receive the following severance benefits:
| • | monthly payments equal to her base salary for a period of twelve (12) months following termination; provided that, if such termination occurs within six (6) months following a Change in Control, the aggregate amount payable will instead be equal to one and a half times (1.5x) her annual base salary, payable in a lump sum; |
| • | a pro-rata annual bonus for the fiscal year of termination based on actual performance results, payable at the same time annual bonuses are paid to other senior executives of the Company; and |
| • | subject to (a) her timely election of continuation coverage under COBRA and (b) her continued copayment of premiums at the same level and cost to her as if she were an employee of the Company, continued participation in the Company’s group health plan for a period of up to twelve (12) months. |
The foregoing description of the Wynne Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Wynne Severance Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Turtle Beach Corporation Executive Severance Policy, dated July 28, 2026. | |
| 10.2 | Severance Agreement, dated July 29, 2026, by and between Turtle Beach Corporation and Megan Wynne. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TURTLE BEACH CORPORATION | ||||||
| Date: July 31, 2026 | By: | /s/ CHRIS KEIRN | ||||
| Chris Keirn | ||||||
| Chief Executive Officer | ||||||
Exhibit 10.1
TURTLE BEACH CORPORATION
EXECUTIVE SEVERANCE POLICY
INTRODUCTION
The purpose of this policy is to enable Turtle Beach Corporation and its affiliates (together, the “Company”) the ability to offer certain protections to executives of the Company if their employment is involuntarily terminated without Cause (excluding death or Disability). Accordingly, to accomplish this purpose, the Company has adopted this Policy, effective as of July 28, 2026 (the “Effective Date”).
ARTICLE I
DEFINITIONS
For purposes of the Policy, capitalized terms and phrases used herein shall have the meanings ascribed in this Article I.
1.1 “Base Salary” shall mean a Participant’s annual base compensation rate for services paid by the Company at the time immediately prior to the Participant’s termination of employment, as reflected in the Company’s payroll records.
1.2 “Cause” has the meaning assigned to it for purposes of the employment agreement applicable to the Participant. If there is no employment agreement or if the employment agreement contains no such term, “Cause” shall mean the occurrence of any of the following as determined by the Company in its good-faith discretion: (i) the Participant’s willful misconduct or gross negligence in the performance of the Participant’s duties to the Company; (ii) the Participant’s failure to follow the lawful directives of the Company (other than as a result of death or Disability); (iii) the commission of, indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iv) the Participant’s willful failure to cooperate in any material audit or investigation of the business or financial practices of the Company; (v) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Participant’s duties and responsibilities, regardless of location; (vi) the Participant’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s property; or (vii) a breach of any agreement between the Participant and the Company, or a violation of the Company’s code of conduct or other written policy. For purposes of the Policy, the Company shall have the authority to determine, in its good-faith discretion, whether a Cause event has occurred, and any such determination shall be final, conclusive and binding upon all parties.
1.3 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
1.4 “Code” shall mean the United States Internal Revenue Code of 1986, as amended, and the treasury regulations and other official guidance promulgated thereunder.
1.5 “Code Section 409A” shall mean Section 409A of the Code together with the treasury regulations and other official guidance promulgated thereunder.
1.6 “Disability” has the meaning assigned to it for purposes of the employment agreement applicable to the Participant. If there is no employment agreement or if the employment agreement contains no such term, “Disability” shall mean a Participant’s disability that would qualify as such under the Company’s long-term disability plan without regard to any waiting periods set forth in such plan.
1.7 “Participant” shall mean any individual who has been continuously employed at the Company for at least twelve (12) months (measured based on the most recent date of hire, as applicable) and is either (a) the Chief Executive Officer of the Company or (b) an employee who is a direct report to the Chief Executive Offer of the Company and has been designated as a Participant in the Policy pursuant to a Notice of Participation substantially in the form attached as Exhibit A hereto.
1.8 “Policy” shall mean this Turtle Beach Corporation Executive Severance Policy, as amended from time to time in accordance with the terms and conditions hereof.
1.9 “Specified Employee” shall mean a Participant who, as of the date of such Participant’s “separation from service,” within the meaning of Code Section 409A, is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time in accordance therewith, or if none, the default methodology set forth therein.
ARTICLE II
SEVERANCE BENEFITS
2.1 Eligibility for Severance Benefits. (a) Qualifying Event. Upon a Participant’s termination of employment by the Company without Cause (excluding death or Disability) then, subject to the provisions of Section 2.3 through 2.6 hereof, the Company shall pay or provide the Participant with the Severance Benefits.
(b) Non-Qualifying Events. Unless otherwise provided by the Company at the time of termination, a Participant shall not be entitled to the Severance Benefits if the Participant’s employment is terminated (i) by the Company for Cause, (ii) by the Participant for any reason, (iii) on account of the Participant’s death or Disability or (iv) for any reason other than as expressly specified in Section 2.1(a) hereof.
2.2 Amount of Severance Benefits. Subject to the provisions of Sections 2.3 through 2.6 hereof, and unless otherwise determined by the Company at the time of termination, in the event that a Participant becomes entitled to benefits pursuant to Section 2.1(a) hereof, the Company shall pay or provide the Participant with the benefits described in this Section 2.2 which shall be referred to herein as the “Severance Benefits”. The Company shall pay the Participant (i) three (3) months of such Participant’s Base Salary, paid in accordance with the Company’s normal payroll schedule, (ii) reimbursement of up to $3,000 in outplacement services, in all cases subject to all applicable withholding taxes and, (iii) subject to the Participant’s timely election of
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continuation coverage under COBRA, and the continued copayment of the Participant’s premiums by the Participant at the same level as if the Participant remained employed by the Company, three (3) months of continued participation in the Company’s group health plan and reimbursements for the employer portion of COBRA premiums, provided that the Participant is eligible and remains eligible for COBRA coverage; provided however that, in the event that, at the time of any such termination of a Participant’s employment under Section 2.1(a) hereof, such Participant has at least twelve (12) full years of service with the Company, the payments and benefits that such Participant would receive pursuant to Sections 2.2(i) and 2.2(iii) hereunder shall be increased from three (3) to four (4) months, subject to all of the terms and conditions hereof. Notwithstanding anything to the contrary, in the event that the Participant obtains other employment that offers group health benefits, such continuation of coverage by the Company under Section 2.2(iii) shall immediately cease. Such Severance Benefits shall be reduced (offset), on a dollar-for-dollar basis, but not below $0, by (x) first, any statutory entitlements of the Participant (including notice of termination, termination pay and/or severance pay, but excluding statutory unemployment benefits), and any payment related to an actual or potential liability under the Worker Adjustment and Retraining Notification Act of 1988 or similar state, local or foreign law and (y) second, subject to Section 4.6 hereof, by any specific severance payments and benefits pursuant to any then effective agreement by and between a Participant and the Company (each, an “Individual Severance Agreement”); provided that, subject to Section 4.6 hereof, the foregoing shall mean that a Participant with an Individual Severance Agreement shall be entitled to receive the payments and benefits under the Individual Severance Agreement before receiving any corresponding payment or benefit under the Policy, and then, to the extent that the aggregate corresponding payments and benefits under the Policy that such Participant would have received had no such Individual Severance Agreement been in place at the time of the qualifying termination exceed the severance payments and benefits to which the Participant is entitled under the Individual Severance Agreement, the Participant shall be entitled to receive such excess payments and benefits under the Policy in accordance with all of the terms and conditions of the Policy.
2.3 No Duty to Mitigate. Except as provided in Section 2.3 hereof, no Participant entitled to receive the Severance Benefits hereunder shall be required to seek other employment or to attempt in any way to reduce any amount payable to the Participant by the Company pursuant to the Policy. In the event of the Participant’s breach of any provision hereunder, including, without limitation, Sections 2.4, 2.5 or 2.6 hereof, the Company shall be entitled to recover any payments previously made to the Participant hereunder.
2.4 Release Required. Any amount payable pursuant to the Policy shall be conditioned upon the Participant’s execution and non-revocation of a release of all claims of any kind whatsoever that the Participant has or may have against the Company and its officers, directors and employees and other related parties, known or unknown, as of the date of termination of employment occurring up to the release date, on a form satisfactory to the Company. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.
2.5 Restrictive Covenants. In consideration for the payment of the Severance Benefits under the Policy, a Participant’s rights with respect to payment of the Severance Benefits under the Policy shall be subject to the Participant’s compliance with any non-competition, non-solicitation or other restrictive covenants that may be contained in any employment agreement,
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restrictive covenants agreement or other agreement between the Company and the Participant, whether entered into prior to, on or following the Effective Date. In addition to any means at law or equity available to enforce such restrictive covenants (including, without limitation, injunctive relief), the Participant shall be required upon a breach of any such restrictive covenant to forfeit the Participant’s rights with respect to any Severance Benefits hereunder and to repay to the Company any amounts previously paid to the Participant hereunder.
2.6 Cooperation. By accepting the Severance Benefits hereunder, subject to the Participant’s other commitments, the Participant agrees to be reasonably available to cooperate with the Company and provide information as to matters which the Participant was personally involved, or has information on, during the Participant’s employment with the Company and which are or become the subject of litigation or other dispute.
ARTICLE III
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate, in whole or in part, any or all of the provisions of the Policy at any time.
ARTICLE IV
MISCELLANEOUS
4.1 Limitation of Rights. Nothing contained herein shall be construed as conferring upon a Participant the right to continue in the employ of the Company as an employee in any other capacity or to interfere with the Company’s right to discharge such Participant at any time for any reason whatsoever.
4.2 Payment Not Salary. Any Severance Benefits payable under the Policy shall not be deemed salary or other compensation to the Participant for the purposes of computing benefits to which the Participant may be entitled under any pension plan or other arrangement of the Company maintained for the benefit of its employees, unless such plan or arrangement provides otherwise.
4.3 Severability. In case any provision of the Policy shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Policy shall be construed and enforced as if such illegal and invalid provision never existed.
4.4 Withholding. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligation it may have to withhold federal, state or local income or other taxes incurred by reason of payments pursuant to the Policy. In lieu thereof, the Company shall have the right to withhold the amounts of such taxes from any other sums due or to become due from the Company to the Participant upon such terms and conditions as the Company may prescribe.
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4.5 Governing Law. To the extent legally required, the Code shall govern the Policy and, if any provision hereof is in violation of any applicable requirement thereof, the Company reserves the right to retroactively amend the Policy to comply therewith. To the extent not governed by the Code, the Policy shall be governed by the laws of the State of Nevada, without regard to the choice of law principles thereof.
4.6 Code Section 409A.
(a) General. Although the Company makes no guarantee with respect to the tax treatment of payments hereunder and shall not be responsible in any event with regard to non-compliance with Code Section 409A, the Policy is intended to either comply with, or be exempt from, the requirements of Code Section 409A. To the extent that the Policy is not exempt from the requirements of Code Section 409A, the Policy is intended to comply with the requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on a Participant by Code Section 409A (or any similar state or local law) or for damages for failing to comply with Code Section 409A (or any similar state or local law).
(b) Separation from Service; Specified Employees. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Policy providing for the payment of any amounts or benefits that constitute “nonqualified deferred compensation” for purposes of Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of the Policy, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on the date of termination to be a Specified Employee, then with regard to any payment or the provision of any benefit under the Policy that is specified as subject to this Section or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4.6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum (without interest or other adjustment for the time value of money), and any remaining payments and benefits due under the Policy shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c) Other Code Section 409A Matters. For purposes of Code Section 409A, the Participant’s right to receive any installment payments pursuant to the Policy shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Policy specifies a payment period with reference to a number of days (e.g., “payment shall be made within fifteen (15) days following the date of such qualifying termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any other provision of the Policy to the contrary, in no event shall any payment or benefit under the Policy that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A offset or be subject to offset by any other amount or benefit unless otherwise expressly contemplated by the Policy and permitted by Code Section 409A.
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(d) Coordination with Requirements of Code Section 409A. Notwithstanding any other provision herein to the contrary, no payment or benefit hereunder that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be subject to deferred or accelerated payment, or cause the deferral or acceleration of any other payment or benefit that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, whether payable or provided under the Policy or otherwise, to the extent that it would result in adverse tax consequences to the applicable Participant under Code Section 409A.
4.7 Policy Interpretation. The Company shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply and interpret the Policy and any other documents, and to decide all factual and legal matters arising in connection with the operation or administration of the Policy.
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EXHIBIT A
NOTICE OF PARTICIPATION
To:
Date: , 202[]
You have been designated as a Participant in the Turtle Beach Corporation Executive Severance Policy (the “Policy”), a copy of which is attached hereto. The terms and conditions of your participation in the Policy are as set forth in the Policy.
| TURTLE BEACH CORPORATION | ||
| By: |
| |
| Name: |
| |
| Title: |
| |
ACKNOWLEDGEMENT
I hereby acknowledge that (i) I have received and reviewed a copy of the Policy, and (ii) my participation in the Policy is subject in all respects to the terms and conditions of the Policy.
|
|
Dated: , 202[] | |||
| Participant’s Signature |
A-1
Exhibit 10.2
Execution Version
TURTLE BEACH CORPORATION
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT (this “Agreement”) dated as of July 29, 2026, is by and between Turtle Beach Corporation, a Nevada corporation (the “Company”), and Megan Wynne (the “Executive”).
W I T N E S S E T H
WHEREAS, the Company desires to offer certain severance protections to the Executive if the Executive’s employment with the Company is terminated under certain circumstances.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement, capitalized terms and phrases used herein and not otherwise defined shall have the meanings ascribed in this Section 1:
(a) “Accrued Benefits” shall mean: (i) (A) any unpaid Base Salary through the date of termination; (B) reimbursement for any unreimbursed business expenses incurred through the date of termination; (C) any accrued but unused vacation time in accordance with Company policy; and (D) any Annual Bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination, in each case, payable within sixty (60) days following the applicable termination of employment (or such earlier date as may be required by applicable law); and (ii) all other accrued and vested payments, benefits or fringe benefits to which the Executive shall be entitled in accordance with the applicable compensation arrangement or benefit plan or program of the Company.
(b) “Annual Bonus” shall mean an annual discretionary incentive payment under the Company’s annual bonus plan as may be in effect from time to time based on a target bonus opportunity of 50% of Executive’s Base Salary upon the attainment of one or more pre-established performance goals established by the Board or the Company’s Compensation Committee in its sole discretion. Any Annual Bonus payable to the Executive shall be paid in the calendar year following the calendar year to which such bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to the Executive’s continued employment through the applicable date of payment, except as otherwise provided hereunder.
(c) “Base Salary” shall mean the Executive’s annual base compensation rate for services paid by the Company to the Executive at the time immediately prior to the Executive’s termination of employment, as reflected in the Company’s payroll records. Base Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash compensation, or any other additional compensation, but shall include amounts reduced pursuant to the Executive’s salary reduction agreement under Section 125, 132(f)(4) or 401(k) of the Internal Revenue Code, if any, or a nonqualified elective deferred compensation arrangement, if any, to the extent that in each such case the reduction is to base salary.
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(d) “Board” shall mean the Board of Directors of the Company.
(e) “Cause” shall mean, (i) the Executive’s willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) the Executive’s failure to follow the lawful directives of the Chief Executive Officer (other than as a result of death or disability); (iii) commission of, indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iv) the Executive’s willful failure to cooperate in any material audit or investigation of the business or financial practices of the Company or any of its subsidiaries; (v) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or any of its affiliates’ premises or while performing the Executive’s duties and responsibilities hereunder, regardless of location; (vi) the Executive’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s property or (vii) breach of this Agreement or any other agreement with the Company or its affiliates, or a violation of the Company’s code of conduct or other written policy. Any determination of Cause by the Company will be made by a resolution approved by a majority of the members of the Board, provided that no such determination may be made until the Executive has been given written notice detailing the specific Cause event and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the Executive’s right to cure as set forth in the preceding sentence shall not apply if there are habitual or repeated breaches by the Executive. Notwithstanding the foregoing, any action or inaction taken by the Executive based upon the Executive’s reasonable reliance on advice of counsel to the Company or the direction of the Board shall not form the basis for Cause.
(f) “Change in Control” shall have the meaning ascribed to such term in the Turtle Beach Corporation 2023 Stock-Based Incentive Compensation Plan, as may be amended from time to time.
(g) “Code Section 409A” shall mean Internal Revenue Code Section 409A and the treasury regulations and other official guidance promulgated thereunder from time to time.
(h) “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification thereof by the Executive to the Company: (i) material diminution in the Executive’s Base Salary (which, for the avoidance of doubt, shall not include any “across the board” reductions affecting executive level employees of Company, or any of its affiliates) or target Annual Bonus opportunity (which, for the avoidance of doubt, shall not include nonpayment of any Annual Bonus resulting from a failure to achieve the applicable target performance matrix); (ii) material diminution in the Executive’s title, duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); (iii) a relocation of the Executive’s primary work location (excluding required business travel from time to time) by more than 30 miles from its then current location or (iv) a material breach by the Company of the terms of this
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Agreement or any other material written agreement between the Executive and the Company. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s cure period as set forth above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive.
2. AT-WILL EMPLOYMENT. The Executive acknowledges and agrees that the Executive’s employment with the Company is and shall remain “at-will” and the Executive’s employment with the Company may be terminated at any time and for any reason (or no reason) by the Company or the Executive, with or without notice. During the period of the Executive’s employment with the Company, the Executive shall perform such duties and fulfill such responsibilities as reasonably requested by the Company from time to time commensurate with the Executive’s position with the Company.
3. SEVERANCE BENEFITS.
(a) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated (x) by the Company other than for Cause (and other than due to death or physical or mental incapacity) or (y) by the Executive for Good Reason, the Company shall pay or provide the Executive with the following benefits, subject to the Executive’s continued compliance with the obligations in Sections 4, 5 and 6 hereof.
(i) The Accrued Benefits.
(ii) An amount equal to Executive’s monthly Base Salary rate (but not as an employee), paid monthly for a period of twelve (12) months following such termination; provided that, if such termination of employment occurs within six (6) months following a Change in Control, then the aggregate amount payable under this Section 3(a)(ii) shall be increased to one and a half times (1.5x) the Executive’s annual Base Salary, payable in a single lump sum within sixty (60) days following the date of termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.
(iii) A pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such period (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the applicable fiscal year that the Executive is employed by the Company and the denominator of which is three hundred sixty-five (365)) payable at the same time bonuses for year are paid to other senior executives of the Company.
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(iv) Subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 3(a)(iv) shall immediately cease. Notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 3(a)(iv) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) and, in such case, the Company shall provide the Executive with a monthly lump sum cash payment equal to the monthly cost of such coverage during such twelve (12)-month period.
(v) The impact of the Executive’s termination of employment under this Section 3(a) with respect to any outstanding long-term incentive program awards shall be governed by all of the terms and conditions of such program and the applicable award documentation thereunder.
Payments and benefits provided in this Section 3(a) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company, and shall be reduced (offset) by any statutory entitlements of the Executive (including notice of termination, termination pay and/or severance pay, but excluding statutory unemployment benefits), and any payment related to an actual or potential liability under the Worker Adjustment and Retraining Notification Act of 1988 or similar state, local or foreign law.
(b) OTHER TERMINATIONS. The parties intention under this Agreement is to provide severance benefits only under the circumstances expressly enumerated under Section 3(a) hereof. Unless otherwise determined by the Company in its sole discretion, in the event of a termination of the Executive’s employment with the Company for any reason (or no reason) or at any time other than as expressly contemplated by Section 3(a) hereof, the Executive shall not be entitled to receive any severance benefits or other further compensation from the Company hereunder whatsoever, except for the Accrued Benefits (other than amounts described in Section 1(a)(i)(D)) and any other rights or benefits to which the Executive is otherwise entitled pursuant to the requirements of applicable law.
(c) OTHER OBLIGATIONS. Upon any termination of the Executive’s employment with the Company, the Executive shall promptly resign from any position as an officer, director or fiduciary of any Company-related entity.
(d) EXCLUSIVE REMEDY. The amounts payable to the Executive following termination of employment hereunder shall be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in respect of the Executive’s employment with the Company or any of its affiliates in connection
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with any termination of employment contemplated hereunder, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Executive’s employment hereunder or any breach of this Agreement.
4. RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits (other than amounts described in Section 1(a)(i)(D)) shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company substantially in the form of Exhibit A attached hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.
5. RESTRICTIVE COVENANTS. The Executive hereby acknowledges and agrees that, in consideration for the opportunity to receive the payments and benefits described in Section 3(a) above, the Executive’s rights with respect to such payments and benefits shall be subject to the Executive’s compliance with any non-competition, non-solicitation or other restrictive covenants that may be contained in any employment agreement, restrictive covenants agreement or other agreement between the Company and the Executive, whether entered into prior to, on or following the date hereof. In addition to any means at law or equity available to enforce such restrictive covenants (including, without limitation, injunctive relief), the Executive shall be required upon a breach of any such restrictive covenant to forfeit the Executive’s rights with respect to any payments and benefits described in Section 3(a) above and to repay to the Company any amounts previously paid to the Executive hereunder.
6. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 6 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company; provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.
7. NOTICE. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
At the address (or to the facsimile number) shown
in the books and records of the Company.
If to the Company:
15822 Bernardo Center Drive, Suite 105
San Diego, CA 92127
Attention: Cris Keirn
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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
8. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.
9. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.
10. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
11. GOVERNING LAW; JURISDICTION. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California (without regard to its choice of law provisions). Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of California or the United States District Court for the Southern District of California and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of California, the court of the United States of America for the Southern District of California, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such California State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Executive’s employment by the Company or any affiliate of the Company, or
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the Executive’s or the Company’s performance under, or the enforcement of, this Agreement; (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 7 hereof and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of California. The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.
12. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer or director of the Company as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto (if any) sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
13. TAX MATTERS.
(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
(b) CODE SECTION 409A COMPLIANCE.
(i) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on the Executive by Code Section 409A (or any similar state or local law) or for damages for failing to comply with Code Section 409A (or any similar state or local law).
(ii) To the extent required for purposes of Code Section 409A, if applicable, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement,
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references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 13(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| TURTLE BEACH CORPORATION | ||
| By: | /s/ Cris Keirn | |
| Name: Cris Keirn | ||
| Title: Chief Executive Officer | ||
| EXECUTIVE | ||
| /s/ Megan Wynne | ||
| Megan Wynne | ||
Severance Agreement Signature Page
EXHIBIT A
GENERAL RELEASE
I, Megan Wynne, in consideration of and subject to the performance by Turtle Beach Corporation (together with its subsidiaries and successors, the “Company”), of its obligations under the Severance Agreement dated as of July 29, 2026 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates, subsidiaries and direct or indirect parent entities and all present, former and future directors, officers, agents, representatives, employees, successors and assigns of the Company and/or its respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.
1. I understand that any payments or benefits paid or granted to me under Section 3 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 3 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.
2. Except as provided in paragraphs 5 and 6 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act;
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the California Fair Employment and Housing Act (FEHA); the California Labor Code; the California Constitution; the California Family Rights Act (CFRA); the California Consumer Privacy Act (CCPA); the California Unruh Civil Rights Act or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).
3. The released claims described in paragraph 2 hereof include all such claims, whether known or unknown by me. Therefore, I waive the effect of California Civil Code Section 1542 and any other analogous provision of applicable law of any jurisdiction. Section 1542 states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
4. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.
5. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
6. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise or (iii) my rights as an equity or security holder in the Company or its affiliates.
7. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to
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any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.
8. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
9. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.
10. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.
11. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.
12. I hereby acknowledge that Sections 3 through 9, 11, 12 and 13 of the Agreement shall survive my execution of this General Release.
13. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.
14. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.
15. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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16. Notwithstanding anything to the contrary in this Agreement or otherwise, I understand and acknowledge that the Company has informed me that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for (i) the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or (ii) the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Additionally, notwithstanding anything to the contrary in this General Release or otherwise, I understand and acknowledge that the Company has informed me that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to a court order.
17. Nothing in this General Release or any other agreement between me and the Company shall be interpreted to limit or interfere with my right to report good faith suspected violations of law to applicable government agencies, including the Equal Employment Opportunity Commission, National Labor Relation Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other applicable federal, state or local governmental agency, in accordance with the provisions of any “whistleblower” or similar provisions of local, state or federal law. I may report such suspected violations of law, even if such action would require me to share the Company’s proprietary information or trade secrets with the government agency, provided that any such information is protected to the maximum extent permissible and any such information constituting trade secrets is filed only under seal in connection with any court proceeding. Lastly, nothing in this General Release or any other agreement between me and the Company will be interpreted to prohibit me from collecting any financial incentives in connection with making such reports or require me to notify or obtain approval by the Company prior to making such reports to a government agency.
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BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
| 1. | I HAVE READ IT CAREFULLY; |
| 2. | I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EXECUTIVE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED; |
| 3. | I VOLUNTARILY CONSENT TO EVERYTHING IN IT; |
| 4. | I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION; |
| 5. | I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]-DAY PERIOD; |
| 6. | I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED; |
| 7. | I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND |
| 8. | I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME. |
| SIGNED: | DATED: | |||
| Megan Wynne |