Nda Compliance For Witness Statements

I want to make sure that a request for a witness statement does not infringe an NDA I signd

Separation Agreement and Release of Claims This Separation Agreement and Release of Claims (the “Agreement”) is made by and between ProbablyMonsters, Inc. (“Company”) and **** Parsons (“Employee”). This Agreement has been presented to Employee on May *, *, and Employee may accept it by signing and delivering the signed copy to Company. As more fully explained in Paragraph *.* below, Employee has up to twenty-one (*) days in which to consider this Agreement before signing. However, in no event shall Employee execute this Agreement prior to the Separation Date. The offer of severance set forth in Section * will expire thirty (*) calendar days after Employee’s receipt of this Agreement. The Effective Date of this Agreement is as defined in Section *(e). Separation from Employment. Employee’s at-will employment with the Company will end effective close of business on May *, * (the “Separation Date”). For the period between May * and May *, *, Employee will be on paid administrative leave and shall not perform any work for Company, except minimal duties as requested to transition Employee’s duties. Employee warrants and agrees that Employee has received any leave to which Employee may be entitled under the Family and Medical Leave Act (FMLA), the Washington Paid Family and Medical Leave Act (PFML), and any other federal, state, or local leave law applicable to Employee. Prior Agreements. Employee acknowledges that although the employment relationship ended as of the Separation Date, Employee is still bound by the Employment Agreement Employee signed, specifically including Section * (Confidentiality), Section * (Proprietary Rights), and Section * (Indemnification). A copy of Employee’s Employment Agreement has been included with this Agreement for reference. Employee further acknowledges that any Nondisclosure Agreement (NDA) executed by Employee, whether prior to or during employment, remains in full force and effect. By virtue of these prior agreements, Employee understands and agrees that Employee must maintain the Confidentiality of all Company Confidential Information consistent with the terms of those agreements, and that Employee has not and will not disclose or use for any purpose any Company Confidential Information. Complete Agreement as to Separation. This Agreement includes all agreements and understandings between Employee and Company, whether written or oral, regarding the termination of Employee’s employment relationship, all compensation and payments to be made, and the settling and release of all claims and issues between Employee and Company. Compensation Regardless of This Agreement. Regardless of whether Employee signs this Agreement, Company shall pay the amounts set forth in this Paragraph. Upon receipt of the payments set forth in Sections *.* and *.* below, Employee agrees that Employee has received all wages, compensation, benefits, and payments of any manner whatsoever owed to Employee for work performed through the Separation Date. *.* Final Compensation and Wages: The regularly scheduled salary due to Employee for work performed through Separation Date, for a total of * hours, amounting to a gross total of $*,*.*; Employee’s accrued but unused Paid Time Off (PTO), which is agreed to be a total of * hours; and *.* Additional Compensation and Payments: An equivalent of three (*) months of regular salary for a total of $*,*.*; and A lump sum payment of $*,*.*, which represents three (*) months of medical, dental, and vision insurance premiums for Employee and Employee’s dependents under the Company’s group plan as of the Separation Date. Employee may apply these funds to COBRA premiums, if Employee chooses to continue their coverage through COBRA, or to pay for substitute insurance through the Washington State insurance exchange. *.* All above amounts shall be sent to Employee on Company’s next regular pay date, and shall be subject to required withholding for federal, state, and local income and employment-based taxes in accordance with usual company policies. Continuation of Medical and Dental Insurance through COBRA. Under COBRA, Employee is entitled to continue Employee’s medical, dental, and vision insurance in effect as of the Separation Date. Employee will receive COBRA enrollment information within fourteen (*) days after the Separation Date. Employee is encouraged to compare the cost of continuing coverage through COBRA with the cost of obtaining insurance through other sources, as there may be more affordable options available. Severance Payment. Employee agrees Employee is not entitled to any severance or other payment for the termination of the employment relationship, and that the Severance Payment described in this paragraph is consideration from Company to Employee beyond anything that Employee is otherwise owed for work performed. Provided that Employee abides by the terms of this Agreement and does not revoke the ADEA release herein, Company shall pay to Employee a Severance Payment in the gross amount of $*,*.* to be paid within thirty days after the Effective Date of this Agreement, as “Effective Date” is defined in Paragraph *(e) below. The Severance Payment will be subject to required withholding for federal, state, and local income and employment-based taxes in accordance with usual company policies. Tax Consequences. Except for withholdings required to be made by Company as a W2 employer, Employee is solely responsible for all other tax consequences regarding or arising out of the compensation and payments set forth in Paragraphs * and * above. Company makes no representations or warranties as to any tax consequences. Except for tax withholdings required by Company, Employee is solely responsible for payment, if any, of local, state, and/or federal taxes on the payments and consideration provided hereunder, as well as any penalties or assessments thereon. Employee agrees to indemnify, defend and hold harmless Company from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against Company arising out of Employee’s failure to pay any such taxes, interest, or penalties when due. Return of Property. Regardless of whether Employee executes this Agreement, Employee must return to Company, within ten (*) business days of the Separation Date, all Company property, including specifically but not limited to Company-provided equipment, computers, keys and key cards, computers, telephones, records, files (electronic or written), and any other personal property belonging to Company. As a condition of receiving the Severance Payment stated in Paragraph *, Employee will be required to certify in writing to Company that all such materials have been returned (or, where requested or required by Company, destroyed) and that Employee has not retained any such personal property or any copies of Company’s business records or files, whether such copies are in writing or electronic form of any kind or description. Confidentiality of Severance and Agreement. Employee will not, directly or indirectly, disclose, share, publish, or post any of the terms or provisions in this Agreement, in whole or part, except that Employee may disclose this Agreement and the amount of the severance payment to Employee’s spouse or domestic partner, to Employee’s tax or financial planners, or to Employee’s attorney for purposes of legal advice (each an “Authorized Third Party”). Any Authorized Third Party to whom such disclosure is made must be informed of the confidentiality provisions of this Agreement and agree to abide by them. This Confidentiality obligation is limited to disclosure, in any form, of the terms of this Agreement and the amount of the severance payment and other payments provided to Employee. Employee is not prohibited from discussing, disclosing, publishing, or otherwise disseminating information that Employee believes in good faith to constitute unlawful workplace harassment or discrimination, a violation of wage/hour law, unlawful retaliation, or otherwise engaging in conduct that would constitute whistleblowing. Such conduct is legally protected and nothing in this Agreement is intended to infringe on such activity. Nor does this confidentiality obligation prohibit Employee from providing truthful testimony in any legal proceeding. Non-Defamation. Employee shall not defame Company in any medium. Likewise, Company – meaning its officers and senior managers – shall not defame Employee in any medium. If asked about the reason for Employee’s separation, Company shall respond that Employee resigned amicably. Employee shall direct all requests for employment references to Human Resources. “Defamation” means the dissemination, in any form or medium, of false information about the other party. It does not limit employee’s right or ability to discuss or disclose information that Employee believes in good faith to constitute unlawful workplace harassment or discrimination, a violation of wage/hour law, unlawful retaliation, or otherwise engaging in conduct that would constitute whistleblowing. Company’s Release of Employee. Company, including its affiliated companies and their respective officers and directors, hereby releases and discharges Employee from any and all known claims, losses, damages, actions, judgments or demands arising in any way from or out of employment with Company, provided that this release shall not relieve Employee of any liability for illegal acts or the full and faithful performance of all duties and terms of this Agreement. Employee’s Release of Company and Others. In exchange for the Severance Payment described in Paragraph *, and except for the obligations assumed by Company herein, Employee, individually and on behalf of any marital community, releases and forever discharges Company and its affiliate entities, successors and assigns, along with all of its directors, trustees, officers, employees, members, corporate affiliates, grantees, and attorneys or agents (the “Releasees”) from any and all claims, demands or causes of action of any nature whatsoever, whether known or unknown, arising before the execution of this Agreement and in any way connected with Employee’s (i) employment with Company, (ii) application and consideration for employment, (iii) separation from employment, or (iv) any other relationship with Company. This Release applies to any and all claims or causes of action based in tort or contract, and/or on any federal, state or local law, statute or regulation. The parties represent and warrant that no promise or inducement has been offered except as set forth in this Agreement and that this Agreement is executed without reliance upon any statement or representation by either party to the other regarding the nature and extent of any liability of one to the other. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EMPLOYEE SPECIFICALLY UNDERSTANDS THAT BY EXECUTING THIS AGREEMENT, EMPLOYEE IS GIVING UP ANY AND ALL RIGHTS AND CLAIMS EMPLOYEE MAY HAVE AGAINST COMPANY WITH RESPECT TO EVENTS OCCURRING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT, INCLUDING UNKNOWN CLAIMS. Employee specifically understands that Employee is not entitled to any other compensation, benefit or payment from Company other than that expressly set forth in this Agreement. Specifically included in this release, but not by way of limitation, is any claim for breach of contract, wrongful discharge, retaliation, whistleblower retaliation claims arising under state or federal law, violation of public policy, defamation, mental distress, or employment discrimination of any sort, including but not limited to claims arising under the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of *, the Civil Rights Act of *, the Americans With Disabilities Act, as amended, or the Washington Law Against Discrimination, based on age, gender, disability or any other protected category, as well as any claims under the Employee Retirement Income Security Act of * (ERISA), or the Washington Industrial Welfare Act. Employee warrants that Employee has not filed any claim for damages, lawsuit or any other action against Company or any other Releasee with respect to the foregoing, and that Employee has not assigned any such claim or cause of action to any other person. Specifically excluded from this Release are claims arising from the Family and Medical Leave Act (FMLA), the Washington State Paid Family and Medical Leave Act (PFML), claims for unemployment benefits, workers’ compensation claims, claims or causes of action that would constitute whistleblowing under any federal or state law, claims arising under the Uniformed Services Employment and Reemployment Rights Act (USERRA), or any other claim that cannot legally be waived or released under federal, state, or local law. Further, this Release does not preclude Employee from filing a charge with the U.S. Equal Employment Opportunity Commission (EEOC) or equivalent state agency or participating in an investigation conducted by such agency. However, by entering into this Agreement and accepting the Severance Payment, EMPLOYEE may not recover any financial damages as a result of any such proceeding. Age Discrimination Claim Waiver. Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the Severance Payment given in exchange for this Agreement is in addition to anything of value to which Employee is otherwise entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the ADEA, that: This Agreement does not apply to any rights or claims that may arise after the Effective Date of this Agreement (as “Effective Date” is defined below); Employee should consult with an attorney of Employee’s choosing prior to executing this Agreement; Employee has 21 days to consider this Agreement; Employee has seven (*) days following the execution of this Agreement to revoke the Agreement by written notice, as provided in Section *.* below; and This Agreement will not be effective until the revocation period has expired, which will be at *:* am on the eighth day after this Agreement is executed by Employee (the "Effective Date"). Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition, precedent, penalties or costs for doing so, unless specifically authorized by federal law. *.* Revocation Procedure. Any revocation within the *-day period must be submitted in writing to Human Resources and state, “I hereby revoke my acceptance of our Separation Agreement and Release of Claims.” Employee understands that to be effective, the written notice must be either (*) postmarked and mailed to Company within the *-day revocation period, (*) hand-delivered to Company no later than close of business on the 7th day, or (*) emailed to Human Resources no later than midnight on the 7th day. The Company address for mailing and hand-delivery is: * SE Eastgate Way, Bellevue, Washington *. The address for email notification is peopleteam@probablymonsters.com. Confidentiality of Company Information. Employee acknowledges and agrees that Section * of Employee’s Employment Agreement survives Employee’s termination from employment, and that Employee’s duty to maintain the confidentiality of all Company Confidential Information survives the termination of Employee’s employment. Not Admission of Liability. The parties each understand and acknowledge that this Agreement is for the purpose of effectuating the termination of Employee’s employment relationship, to provide severance to Employee, and avoid and resolve any and all actual or potential claims and issues between Employee and Company. As such, the fact of this Agreement, and the terms and provisions in its, are not intended to be, and shall not be construed as, any admission of any fault or liability, or the acceptance or admission of the truth or falsity of any actual or potential claims or allegations. Dispute Resolution. Employee and Company acknowledge they have a right to a trial by jury and agree to give up that right and agree to submit to binding Arbitration any and all disputes, issues, controversies, claims, causes of action, demands, and losses arising from or pertaining to this Agreement, including a challenge by employee to the validity of the ADEA release and/or interpretation and construction of this Agreement (specifically including this Paragraph *) (a “Dispute”). Judgment on any award rendered by the arbitrator may be enforced in any court of competent jurisdiction. Except as otherwise set forth below, the arbitration shall proceed under the Commercial Arbitration Rules of the American Arbitration Association (AAA). For purposes of clarity, the arbitration need not be administered by the AAA. Any reference in the Rules regarding filing or submission of materials to the AAA are substituted with “the other party,” and/or the arbitrator, as context dictates (e.g., filing of an answer or response to a Demand, exchange of documents, etc.). *.* Arbitration Procedures. Notwithstanding anything to the contrary in the AAA rules, the following procedures shall govern arbitration of Disputes. a) Notice of Dispute. A party may demand arbitration of a Dispute by sending written notice (the “Demand”) delivered personally or through a recognized, common carrier (e.g., US Postal Service, FedEx, UPS, etc.) postage and charges prepaid. Delivery shall be complete upon actual delivery or signing for receipt, and if the US Postal Service (US Mail) is used, delivery shall be deemed made upon the third mail day (i.e., the third day on which mail is delivered, which may include a Saturday) after deposit with the US Postal Service. The Demand shall contain the identification of the Dispute and the demands, damages, or relief sought, together with a factual basis of the Dispute and relief sought sufficient for the other to understand the nature of the Dispute, issues, and relief sought. This Paragraph * does not extend statute of limitation or statute of repose, and the Demand must be served or delivered within all such statutes. Failure to do so shall be a complete extinguishment of any claim and right to relief. b) Selection of Arbitrator. After receipt of a response to the Demand, the Dispute shall be submitted to a mutually agreeable arbitrator. If the parties are unable to agree upon an arbitrator within seven (*) calendar days after either the agreement to arbitrate or conference, as the case may be, then each shall propose the names of two arbitrators, and both shall submit one joint list of their proposed arbitrators (a total of four) within three court days to the Chief Civil Judge, or equivalent, of King County Superior Court who shall select the arbitrator. The decision of the Judge is final. If for some reason the selected arbitrator becomes unable or unwilling to serve, the process stated in this Paragraph *.*(b) shall be repeated. c) Location of Arbitration. The arbitration shall be held at a mutually agreeable location in King County, not to exceed thirty (*) miles of Employee's last address while employed with Company. If a location cannot be agreed upon, the Arbitrator shall determine the location taking into account the location and convenience of the parties, the location of any witnesses, and the Dispute to be decided, including relief sought. The arbitration hearing shall be held within a time as reasonably and efficiently practicable, taking into account the nature of the Dispute, the relief sought, and the issues and amount in controversy. d) Cost of Arbitration. The parties shall equally share the cost of arbitration, however if Employee is unable to pay Employee’s share, or contends paying such share is prohibitive or unfairly burdensome, Employee may petition the Arbitrator to request that Employee’s share be reduced in whole or part and shifted to Company. Such petition shall be made not later than ten days (*) days after selection or agreement of the Arbitrator, and if the Employee’s financial position or circumstances change thereafter, then within fourteen (*) days of such changed circumstances. Employee bears the burden to demonstrate sufficient basis and need for such shifting, and any supporting financial records may be subject to an order as the Arbitrator deems appropriate to protect the integrity and privacy of Employee (e.g., a protective order, limitation of use, return or destruction following determination, etc.), but the petition and any supporting declarations or statements shall be provided to Company and Company be given an opportunity to respond. *.*. Emergency or Temporary Injunction or Other Equitable Relief. Any claim or request for an emergency or temporary restraining order, and/or for a preliminary injunction, may be brought in King County Superior Court only, without first providing a Demand as set forth in Paragraph *.* above. However, no later than after the Court issues a preliminary injunction or makes a determination on such application for injunctive relief, the parties shall submit any Dispute or matter, including those which are the basis for seeking injunctive relief, to the arbitration procedures set forth in this Paragraph *, such that the Arbitrator will decide the merits of all Disputes, claims, and matters, including the underlying merit of the injunctive or equitable relief, the merit and propriety of any permanent injunction, and any claims or issues regarding the seeking or issuance of any injunctive relief or any bond imposed by the Court. Miscellaneous. Interpretation of Agreement. The parties intend that the usual rules of interpretation of agreements be waived, and that this Agreement not be construed against Company as the drafting party. The parties intend that this Agreement be liberally construed so as to set to rest any and all matters of contention between them, whether or not arising out of Company’s solicitation of Employee’s employment, Employee’s employment with Company and the termination of such employment, unless such matters involved any illegal acts committed by Employee. If a court rules as invalid any provision of this Agreement or the application of any provision to any person or circumstance, the offending portion of that paragraph may be severed only so much as is necessary, and the remainder of this Agreement shall not be affected thereby. Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Delaware, without reference to choice of law principles. The exclusive venue and jurisdiction of any litigation between the parties that arises in any way out of this Agreement, or any claimed breach thereof, shall lie in the Superior Court in and for the State of Washington located in King County, Washington. Heirs and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective personal representatives, heirs, trustees, beneficiaries, successors, and assigns. Amendments Only in Writing. This Agreement may be modified or amended only by a subsequent signed written agreement between the parties. Specific Performance. The parties acknowledge that a breach of many of the rights given or granted by this agreement cannot be compensated by monetary damages. Consequently, either party may seek specific performance of the promises given or granted by this Agreement in a court of competent jurisdiction. No Waiver. No waiver by either party of any breach or default of any of the covenants or agreements contained in this Agreement shall be deemed a waiver as to any subsequent or similar breach or default. No right or remedy conferred upon either party is exclusive of any other right or remedy by law or in equity provided or permitted. Signatures. This Agreement may be executed by the parties in one or more counterparts, which taken together shall constitute one instrument. This Agreement may be executed by the parties and delivered by electronic transmission, which shall have the same effect as an original signature. PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A VOLUNTARY AGREEMENT THAT INCLUDES RELEASE OF KNOWN AND UNKNOWN CLAIMS. ProbablyMonsters, Inc. ________________________________ Title: _____________________________ Printed Name: ______________________ Date: _____________________________ Employee __________________________________ Printed Name: ______________________ Date: _____________________________ Separation Agreement and Release of Claims This Separation Agreement and Release of Claims (the “Agreement”) is made by and between ProbablyMonsters, Inc. (“Company”) and **** Parsons (“Employee”). This Agreement has been presented to Employee on May *, *, and Employee may accept it by signing and delivering the signed copy to Company. As more fully explained in Paragraph *.* below, Employee has up to twenty-one (*) days in which to consider this Agreement before signing. However, in no event shall Employee execute this Agreement prior to the Separation Date. The offer of severance set forth in Section * will expire thirty (*) calendar days after Employee’s receipt of this Agreement. The Effective Date of this Agreement is as defined in Section *(e). Separation from Employment. Employee’s at-will employment with the Company will end effective close of business on May *, * (the “Separation Date”). For the period between May * and May *, *, Employee will be on paid administrative leave and shall not perform any work for Company, except minimal duties as requested to transition Employee’s duties. Employee warrants and agrees that Employee has received any leave to which Employee may be entitled under the Family and Medical Leave Act (FMLA), the Washington Paid Family and Medical Leave Act (PFML), and any other federal, state, or local leave law applicable to Employee. Prior Agreements. Employee acknowledges that although the employment relationship ended as of the Separation Date, Employee is still bound by the Employment Agreement Employee signed, specifically including Section * (Confidentiality), Section * (Proprietary Rights), and Section * (Indemnification). A copy of Employee’s Employment Agreement has been included with this Agreement for reference. Employee further acknowledges that any Nondisclosure Agreement (NDA) executed by Employee, whether prior to or during employment, remains in full force and effect. By virtue of these prior agreements, Employee understands and agrees that Employee must maintain the Confidentiality of all Company Confidential Information consistent with the terms of those agreements, and that Employee has not and will not disclose or use for any purpose any Company Confidential Information. Complete Agreement as to Separation. This Agreement includes all agreements and understandings between Employee and Company, whether written or oral, regarding the termination of Employee’s employment relationship, all compensation and payments to be made, and the settling and release of all claims and issues between Employee and Company. Compensation Regardless of This Agreement. Regardless of whether Employee signs this Agreement, Company shall pay the amounts set forth in this Paragraph. Upon receipt of the payments set forth in Sections *.* and *.* below, Employee agrees that Employee has received all wages, compensation, benefits, and payments of any manner whatsoever owed to Employee for work performed through the Separation Date. *.* Final Compensation and Wages: The regularly scheduled salary due to Employee for work performed through Separation Date, for a total of * hours, amounting to a gross total of $*,*.*; Employee’s accrued but unused Paid Time Off (PTO), which is agreed to be a total of * hours; and *.* Additional Compensation and Payments: An equivalent of three (*) months of regular salary for a total of $*,*.*; and A lump sum payment of $*,*.*, which represents three (*) months of medical, dental, and vision insurance premiums for Employee and Employee’s dependents under the Company’s group plan as of the Separation Date. Employee may apply these funds to COBRA premiums, if Employee chooses to continue their coverage through COBRA, or to pay for substitute insurance through the Washington State insurance exchange. *.* All above amounts shall be sent to Employee on Company’s next regular pay date, and shall be subject to required withholding for federal, state, and local income and employment-based taxes in accordance with usual company policies. Continuation of Medical and Dental Insurance through COBRA. Under COBRA, Employee is entitled to continue Employee’s medical, dental, and vision insurance in effect as of the Separation Date. Employee will receive COBRA enrollment information within fourteen (*) days after the Separation Date. Employee is encouraged to compare the cost of continuing coverage through COBRA with the cost of obtaining insurance through other sources, as there may be more affordable options available. Severance Payment. Employee agrees Employee is not entitled to any severance or other payment for the termination of the employment relationship, and that the Severance Payment described in this paragraph is consideration from Company to Employee beyond anything that Employee is otherwise owed for work performed. Provided that Employee abides by the terms of this Agreement and does not revoke the ADEA release herein, Company shall pay to Employee a Severance Payment in the gross amount of $*,*.* to be paid within thirty days after the Effective Date of this Agreement, as “Effective Date” is defined in Paragraph *(e) below. The Severance Payment will be subject to required withholding for federal, state, and local income and employment-based taxes in accordance with usual company policies. Tax Consequences. Except for withholdings required to be made by Company as a W2 employer, Employee is solely responsible for all other tax consequences regarding or arising out of the compensation and payments set forth in Paragraphs * and * above. Company makes no representations or warranties as to any tax consequences. Except for tax withholdings required by Company, Employee is solely responsible for payment, if any, of local, state, and/or federal taxes on the payments and consideration provided hereunder, as well as any penalties or assessments thereon. Employee agrees to indemnify, defend and hold harmless Company from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against Company arising out of Employee’s failure to pay any such taxes, interest, or penalties when due. Return of Property. Regardless of whether Employee executes this Agreement, Employee must return to Company, within ten (*) business days of the Separation Date, all Company property, including specifically but not limited to Company-provided equipment, computers, keys and key cards, computers, telephones, records, files (electronic or written), and any other personal property belonging to Company. As a condition of receiving the Severance Payment stated in Paragraph *, Employee will be required to certify in writing to Company that all such materials have been returned (or, where requested or required by Company, destroyed) and that Employee has not retained any such personal property or any copies of Company’s business records or files, whether such copies are in writing or electronic form of any kind or description. Confidentiality of Severance and Agreement. Employee will not, directly or indirectly, disclose, share, publish, or post any of the terms or provisions in this Agreement, in whole or part, except that Employee may disclose this Agreement and the amount of the severance payment to Employee’s spouse or domestic partner, to Employee’s tax or financial planners, or to Employee’s attorney for purposes of legal advice (each an “Authorized Third Party”). Any Authorized Third Party to whom such disclosure is made must be informed of the confidentiality provisions of this Agreement and agree to abide by them. This Confidentiality obligation is limited to disclosure, in any form, of the terms of this Agreement and the amount of the severance payment and other payments provided to Employee. Employee is not prohibited from discussing, disclosing, publishing, or otherwise disseminating information that Employee believes in good faith to constitute unlawful workplace harassment or discrimination, a violation of wage/hour law, unlawful retaliation, or otherwise engaging in conduct that would constitute whistleblowing. Such conduct is legally protected and nothing in this Agreement is intended to infringe on such activity. Nor does this confidentiality obligation prohibit Employee from providing truthful testimony in any legal proceeding. Non-Defamation. Employee shall not defame Company in any medium. Likewise, Company – meaning its officers and senior managers – shall not defame Employee in any medium. If asked about the reason for Employee’s separation, Company shall respond that Employee resigned amicably. Employee shall direct all requests for employment references to Human Resources. “Defamation” means the dissemination, in any form or medium, of false information about the other party. It does not limit employee’s right or ability to discuss or disclose information that Employee believes in good faith to constitute unlawful workplace harassment or discrimination, a violation of wage/hour law, unlawful retaliation, or otherwise engaging in conduct that would constitute whistleblowing. Company’s Release of Employee. Company, including its affiliated companies and their respective officers and directors, hereby releases and discharges Employee from any and all known claims, losses, damages, actions, judgments or demands arising in any way from or out of employment with Company, provided that this release shall not relieve Employee of any liability for illegal acts or the full and faithful performance of all duties and terms of this Agreement. Employee’s Release of Company and Others. In exchange for the Severance Payment described in Paragraph *, and except for the obligations assumed by Company herein, Employee, individually and on behalf of any marital community, releases and forever discharges Company and its affiliate entities, successors and assigns, along with all of its directors, trustees, officers, employees, members, corporate affiliates, grantees, and attorneys or agents (the “Releasees”) from any and all claims, demands or causes of action of any nature whatsoever, whether known or unknown, arising before the execution of this Agreement and in any way connected with Employee’s (i) employment with Company, (ii) application and consideration for employment, (iii) separation from employment, or (iv) any other relationship with Company. This Release applies to any and all claims or causes of action based in tort or contract, and/or on any federal, state or local law, statute or regulation. The parties represent and warrant that no promise or inducement has been offered except as set forth in this Agreement and that this Agreement is executed without reliance upon any statement or representation by either party to the other regarding the nature and extent of any liability of one to the other. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EMPLOYEE SPECIFICALLY UNDERSTANDS THAT BY EXECUTING THIS AGREEMENT, EMPLOYEE IS GIVING UP ANY AND ALL RIGHTS AND CLAIMS EMPLOYEE MAY HAVE AGAINST COMPANY WITH RESPECT TO EVENTS OCCURRING ON OR BEFORE THE EXECUTION OF THIS AGREEMENT, INCLUDING UNKNOWN CLAIMS. Employee specifically understands that Employee is not entitled to any other compensation, benefit or payment from Company other than that expressly set forth in this Agreement. Specifically included in this release, but not by way of limitation, is any claim for breach of contract, wrongful discharge, retaliation, whistleblower retaliation claims arising under state or federal law, violation of public policy, defamation, mental distress, or employment discrimination of any sort, including but not limited to claims arising under the Age Discrimination in Employment Act (ADEA), Title VII of the Civil Rights Act of *, the Civil Rights Act of *, the Americans With Disabilities Act, as amended, or the Washington Law Against Discrimination, based on age, gender, disability or any other protected category, as well as any claims under the Employee Retirement Income Security Act of * (ERISA), or the Washington Industrial Welfare Act. Employee warrants that Employee has not filed any claim for damages, lawsuit or any other action against Company or any other Releasee with respect to the foregoing, and that Employee has not assigned any such claim or cause of action to any other person. Specifically excluded from this Release are claims arising from the Family and Medical Leave Act (FMLA), the Washington State Paid Family and Medical Leave Act (PFML), claims for unemployment benefits, workers’ compensation claims, claims or causes of action that would constitute whistleblowing under any federal or state law, claims arising under the Uniformed Services Employment and Reemployment Rights Act (USERRA), or any other claim that cannot legally be waived or released under federal, state, or local law. Further, this Release does not preclude Employee from filing a charge with the U.S. Equal Employment Opportunity Commission (EEOC) or equivalent state agency or participating in an investigation conducted by such agency. However, by entering into this Agreement and accepting the Severance Payment, EMPLOYEE may not recover any financial damages as a result of any such proceeding. Age Discrimination Claim Waiver. Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the Severance Payment given in exchange for this Agreement is in addition to anything of value to which Employee is otherwise entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the ADEA, that: This Agreement does not apply to any rights or claims that may arise after the Effective Date of this Agreement (as “Effective Date” is defined below); Employee should consult with an attorney of Employee’s choosing prior to executing this Agreement; Employee has 21 days to consider this Agreement; Employee has seven (*) days following the execution of this Agreement to revoke the Agreement by written notice, as provided in Section *.* below; and This Agreement will not be effective until the revocation period has expired, which will be at *:* am on the eighth day after this Agreement is executed by Employee (the "Effective Date"). Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition, precedent, penalties or costs for doing so, unless specifically authorized by federal law. *.* Revocation Procedure. Any revocation within the *-day period must be submitted in writing to Human Resources and state, “I hereby revoke my acceptance of our Separation Agreement and Release of Claims.” Employee understands that to be effective, the written notice must be either (*) postmarked and mailed to Company within the *-day revocation period, (*) hand-delivered to Company no later than close of business on the 7th day, or (*) emailed to Human Resources no later than midnight on the 7th day. The Company address for mailing and hand-delivery is: * SE Eastgate Way, Bellevue, Washington *. The address for email notification is peopleteam@probablymonsters.com. Confidentiality of Company Information. Employee acknowledges and agrees that Section * of Employee’s Employment Agreement survives Employee’s termination from employment, and that Employee’s duty to maintain the confidentiality of all Company Confidential Information survives the termination of Employee’s employment. Not Admission of Liability. The parties each understand and acknowledge that this Agreement is for the purpose of effectuating the termination of Employee’s employment relationship, to provide severance to Employee, and avoid and resolve any and all actual or potential claims and issues between Employee and Company. As such, the fact of this Agreement, and the terms and provisions in its, are not intended to be, and shall not be construed as, any admission of any fault or liability, or the acceptance or admission of the truth or falsity of any actual or potential claims or allegations. Dispute Resolution. Employee and Company acknowledge they have a right to a trial by jury and agree to give up that right and agree to submit to binding Arbitration any and all disputes, issues, controversies, claims, causes of action, demands, and losses arising from or pertaining to this Agreement, including a challenge by employee to the validity of the ADEA release and/or interpretation and construction of this Agreement (specifically including this Paragraph *) (a “Dispute”). Judgment on any award rendered by the arbitrator may be enforced in any court of competent jurisdiction. Except as otherwise set forth below, the arbitration shall proceed under the Commercial Arbitration Rules of the American Arbitration Association (AAA). For purposes of clarity, the arbitration need not be administered by the AAA. Any reference in the Rules regarding filing or submission of materials to the AAA are substituted with “the other party,” and/or the arbitrator, as context dictates (e.g., filing of an answer or response to a Demand, exchange of documents, etc.). *.* Arbitration Procedures. Notwithstanding anything to the contrary in the AAA rules, the following procedures shall govern arbitration of Disputes. a) Notice of Dispute. A party may demand arbitration of a Dispute by sending written notice (the “Demand”) delivered personally or through a recognized, common carrier (e.g., US Postal Service, FedEx, UPS, etc.) postage and charges prepaid. Delivery shall be complete upon actual delivery or signing for receipt, and if the US Postal Service (US Mail) is used, delivery shall be deemed made upon the third mail day (i.e., the third day on which mail is delivered, which may include a Saturday) after deposit with the US Postal Service. The Demand shall contain the identification of the Dispute and the demands, damages, or relief sought, together with a factual basis of the Dispute and relief sought sufficient for the other to understand the nature of the Dispute, issues, and relief sought. This Paragraph * does not extend statute of limitation or statute of repose, and the Demand must be served or delivered within all such statutes. Failure to do so shall be a complete extinguishment of any claim and right to relief. b) Selection of Arbitrator. After receipt of a response to the Demand, the Dispute shall be submitted to a mutually agreeable arbitrator. If the parties are unable to agree upon an arbitrator within seven (*) calendar days after either the agreement to arbitrate or conference, as the case may be, then each shall propose the names of two arbitrators, and both shall submit one joint list of their proposed arbitrators (a total of four) within three court days to the Chief Civil Judge, or equivalent, of King County Superior Court who shall select the arbitrator. The decision of the Judge is final. If for some reason the selected arbitrator becomes unable or unwilling to serve, the process stated in this Paragraph *.*(b) shall be repeated. c) Location of Arbitration. The arbitration shall be held at a mutually agreeable location in King County, not to exceed thirty (*) miles of Employee's last address while employed with Company. If a location cannot be agreed upon, the Arbitrator shall determine the location taking into account the location and convenience of the parties, the location of any witnesses, and the Dispute to be decided, including relief sought. The arbitration hearing shall be held within a time as reasonably and efficiently practicable, taking into account the nature of the Dispute, the relief sought, and the issues and amount in controversy. d) Cost of Arbitration. The parties shall equally share the cost of arbitration, however if Employee is unable to pay Employee’s share, or contends paying such share is prohibitive or unfairly burdensome, Employee may petition the Arbitrator to request that Employee’s share be reduced in whole or part and shifted to Company. Such petition shall be made not later than ten days (*) days after selection or agreement of the Arbitrator, and if the Employee’s financial position or circumstances change thereafter, then within fourteen (*) days of such changed circumstances. Employee bears the burden to demonstrate sufficient basis and need for such shifting, and any supporting financial records may be subject to an order as the Arbitrator deems appropriate to protect the integrity and privacy of Employee (e.g., a protective order, limitation of use, return or destruction following determination, etc.), but the petition and any supporting declarations or statements shall be provided to Company and Company be given an opportunity to respond. *.*. Emergency or Temporary Injunction or Other Equitable Relief. Any claim or request for an emergency or temporary restraining order, and/or for a preliminary injunction, may be brought in King County Superior Court only, without first providing a Demand as set forth in Paragraph *.* above. However, no later than after the Court issues a preliminary injunction or makes a determination on such application for injunctive relief, the parties shall submit any Dispute or matter, including those which are the basis for seeking injunctive relief, to the arbitration procedures set forth in this Paragraph *, such that the Arbitrator will decide the merits of all Disputes, claims, and matters, including the underlying merit of the injunctive or equitable relief, the merit and propriety of any permanent injunction, and any claims or issues regarding the seeking or issuance of any injunctive relief or any bond imposed by the Court. Miscellaneous. Interpretation of Agreement. The parties intend that the usual rules of interpretation of agreements be waived, and that this Agreement not be construed against Company as the drafting party. The parties intend that this Agreement be liberally construed so as to set to rest any and all matters of contention between them, whether or not arising out of Company’s solicitation of Employee’s employment, Employee’s employment with Company and the termination of such employment, unless such matters involved any illegal acts committed by Employee. If a court rules as invalid any provision of this Agreement or the application of any provision to any person or circumstance, the offending portion of that paragraph may be severed only so much as is necessary, and the remainder of this Agreement shall not be affected thereby. Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Delaware, without reference to choice of law principles. The exclusive venue and jurisdiction of any litigation between the parties that arises in any way out of this Agreement, or any claimed breach thereof, shall lie in the Superior Court in and for the State of Washington located in King County, Washington. Heirs and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective personal representatives, heirs, trustees, beneficiaries, successors, and assigns. Amendments Only in Writing. This Agreement may be modified or amended only by a subsequent signed written agreement between the parties. Specific Performance. The parties acknowledge that a breach of many of the rights given or granted by this agreement cannot be compensated by monetary damages. Consequently, either party may seek specific performance of the promises given or granted by this Agreement in a court of competent jurisdiction. No Waiver. No waiver by either party of any breach or default of any of the covenants or agreements contained in this Agreement shall be deemed a waiver as to any subsequent or similar breach or default. No right or remedy conferred upon either party is exclusive of any other right or remedy by law or in equity provided or permitted. Signatures. This Agreement may be executed by the parties in one or more counterparts, which taken together shall constitute one instrument. This Agreement may be executed by the parties and delivered by electronic transmission, which shall have the same effect as an original signature. PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A VOLUNTARY AGREEMENT THAT INCLUDES RELEASE OF KNOWN AND UNKNOWN CLAIMS. ProbablyMonsters, Inc. ________________________________ Title: _____________________________ Printed Name: ______________________ Date: _____________________________ Employee __________________________________ Printed Name: ______________________ Date: _____________________________

here is my response:

I, **** Parsons, declare under penalty of perjury under the laws of the State of Washington that I am over 18 years of age, competent to provide the statements in this declaration and that the following is true and correct to the best of my knowledge: *. I am currently the Chief Development Officer at People Can Fly Studio, a publicly traded video game developer. *. I was an employee of ProbablyMonsters, Inc. (“PM”) from December * to May *. *. My job title at PM was Senior Director of Production, and during my tenure, I reported to PM President, Matt Case. *. My role required me to work with PM Chief Executive Officer (“CEO”) Harold Ryan, PM Senior Director of Strategic Initiatives and Business Strategy (“SDSIBS”) Gabriel Pessah, as well as many other PM employees. *. I also worked with Chief People Officer (“CPO”) Shannon Armstrong and Stephanie Karr. *. I do not recall attending a meeting about a golf tournament involving Mr. Pessah and cannot say whether or not such a meeting occurred. If it did occur, then nothing out of the ordinary happened nor was there any unprofessional exhibited by anyone because I’m fairly confident I would have remembered that. *. I do not recall formally contacting anyone else at PM related to concerns or complaints about Mr. Pessah’s unprofessional tone or behavior in the workplace. *. I do not recall being invited to a meeting about concerns regarding Mr. Pessah’s behavior or tone at PM. *. I have no further recollection of Mr. Pessah intentionally berating, intimidating, or inappropriately raising his voice to someone in an aggressive manner during any interactions I witnessed involving Mr. Pessah during my tenure with PM. *. In my interactions with Mr. Pessah, I never felt threatened. In my dealings with Mr. Pessah, he was always candid, passionate, direct, honest, and professional. *. Mr. Pessah demonstrated an equal amount of professionalism compared to any other executive or leader that was more senior or equal to him, and who set the example, tone, and expectations for acceptable behavior. *. To my knowledge and in my opinion, Mr. Pessah has always acted in line with what was considered professional and acceptable in PM’s culture.

thank you