Exhibit 10.3
TRANSITION AND SEPARATION AGREEMENT
This Transition and Separation Agreement (the “Agreement”) is made as of November 6, 2022 (the “Effective Date”) by and between Arjun Aggarwal and Desktop Metal, Inc., a Delaware corporation (the “Company”).
WHEREAS, Executive currently serves as Executive Vice President, Corporate Development of the Company;
WHEREAS, the parties have agreed that at the conclusion of the Transition Term Executive shall no longer serve as Executive Vice President, Corporate Development; and
WHEREAS, the Company desires to provide for an orderly transition of Executive’s duties and responsibilities and Executive desires to assist the Company in realizing an orderly transition.
NOW, THEREFORE, in exchange for the good and valuable consideration set forth herein, the adequacy of which is specifically acknowledged, Executive and the Company (collectively referred to as the “parties” or individually as a “party”) hereby agree as follows:
For purposes of this Agreement, “Cause” shall mean your violation of a Company policy or rule; your breach, attempted breach, or violation of any non-competition or non-solicitation agreement you have with the Company; your failure to materially perform job duties and responsibilities reasonably expected of your position; your arrest for, conviction of, or plea of guilty, nolo contendere, or no contest to any felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; your dishonest statements or acts with respect to or affecting the Company; your gross negligence, willful misconduct or insubordination; or other conduct by you that could be harmful to the business, interests or reputation of the Company.
Upon Executive’s termination of employment for any reason, the Company shall pay to Executive (i) Executive’s earned but unpaid base salary through the Termination Date and (ii) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive may be entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of such plans, programs or arrangements or as otherwise required by applicable law. Except as expressly set forth herein, all other rights and benefits of Executive will terminate on the Termination Date. In addition, the benefits provided in Section 4(i) are intended to be paid in lieu of any severance payments or benefits Executive may otherwise be entitled to receive under the offer letter or any other plan, program, policy or agreement with the Company or any of its affiliates (collectively, “Other Arrangements”). Therefore, Executive shall not be entitled to receive any severance payments or severance benefits (including any accelerated vesting of equity awards) pursuant to any Other Arrangements.
(Signature Page Follows)
IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed the foregoing on the dates shown below.
DESKTOP METAL, INC.
/s/ Ric Fulop Date: November 6, 2022
Ric Fulop
Chief Executive Officer
EXECUTIVE
/s/ Arjun Aggarwal Date:November 6, 2022
Arjun Aggarwal
Exhibit A
GENERAL WAIVER AND RELEASE OF CLAIMS
Reference is made to the Transition and Separation Agreement, dated as of _____________, 2022 (the “Agreement”), to which this General Waiver and Release of Claims (the “Release”) is attached. Capitalized terms used but not defined in this Release will have the meanings given to them in the Agreement.
Executed: ______________
_______________________
Arjun Aggarwal