CONFIDENTIAL SETTLEMENT AGREEMENT

AND GENERAL RELEASE OF ALL CLAIMS

This CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (the “Agreement”) is entered into between WORLD CENTRAL KITCHEN, together with its affiliates and subsidiaries (“WCK”), and Brittany-Alana Daley (“Daley”) (collectively the “Parties”).  

        WHEREAS, Daley was employed by WCK from to September 28, 2020 until she resigned on December 7, 2020;

WHEREAS, Daley has made various allegations relating to events occurring during and after the separation of her employment including her claims for unemployment, treatment based on race and other legal and ethical concerns (the “Complaint”), and Daley has made various public statements on social media regarding WCK (the “Statements”);

        WHEREAS, WCK denies the factual and legal basis for the Complaint and Statements and wishes for Daley to remove all Statements from public posting and to refrain from posting any in the future;

WHEREAS, Daley desires to receive the consideration provided for hereunder and to resolve all disputes with WCK, including, but not limited to, the Complaint, and

        NOW THEREFORE, the Parties have reached a full and complete settlement and release of all claims and potential claims as follows:

1.        Consideration.  Provided that: (i) Daley signs this Agreement; (ii) Daley agrees not to pursue any actions in relation to the Complaint; (iii) Daley removes all publicly posted Statements and provide written confirmation once completed in accordance with Section 2, and to refrain from posting any new Statements; and (iv) Daley agrees to the releases, representations and covenants of this Agreement, WCK agrees to pay Daley a lump sum in the gross amount of $28,430.00 (the “Consideration”), subject to applicable taxes and withholdings and payable no later than thirty (30) days after the Effective Date. Daley acknowledges and agrees that WCK has not given any tax advice regarding the Consideration, and that the enforceability of this Agreement is not conditioned upon the acceptance by any taxing agency of any tax characterizations related to this Agreement. Daley further agrees and acknowledges that she is responsible for the payment of any taxes due to the income she receives for the Consideration.

Daley agrees that the Consideration shall constitute the entire monetary consideration provided under this Agreement, and that except for claims under this Agreement Daley will not seek further compensation or any other consideration for any other claimed damages, costs, penalties, or attorneys’ fees in connection with matters encompassed in this Agreement or as otherwise released in Section 3 below.

2.        Removal of Statements. Daley agrees to permanently remove any and all statements relating to WCK that she has posted or caused to be posted online, including on social media platforms, within five (5) business days following the Effective Date. Daley is, however, permitted to list WCK as a past employer on her LinkedIn profile, so long as no other comments about WCK are included. Following such removal, Daley will provide confirmation in writing that she has done so and will refrain from making any additional posts about WCK in the future.  The Parties agree that this provision is a material term of this Agreement and a critical inducement for WCK to enter into it.  

3.        General Release of Claims by Daley. Daley, on behalf of herself, her heirs, executors, administrators, and assigns, knowingly and voluntarily waives and releases, and covenants not to sue, WCK and its donors, affiliates, subsidiaries, divisions, insurers, successors, assigns, and current and former employees, attorneys, officers, directors and agents (collectively, “WCK Released Parties”), from any and all claims, known and unknown, suspected or unsuspected, that Daley has or may have against WCK Released Parties as of the date of execution of the Agreement. This release is comprehensive and includes any claim that Daley could assert against WCK Released Parties based upon acts or omissions that occurred, or that could be alleged to have occurred, before Daley executes this Agreement. This release is intended to be as comprehensive as can be conceived and the law will allow, and includes but is not limited to claims based on: federal or state constitutional rights, including, but not limited to, rights to privacy; negligent or intentional tortious conduct; express or implied contract; covenants of fair dealing and good faith; wrongful discharge; sales commission entitlements; equity awards or arrangements, Family and Medical Leave Act; Title VII; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the Americans with Disabilities Act; each as amended, if applicable, and any other federal or state, common law or federal, state or local laws, ordinances, or regulations; any other public policy, contract, tort or common law theory; or any statutory or common law principle allowing for the recovery of fees or other expenses, including claims to attorneys’ fees.

        a.        Daley acknowledges that she may discover facts or law different from, or in addition to, the facts or law that she knows or believe to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the general release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

        b.        Daley acknowledges the Consideration is valuable consideration to which she is not otherwise currently entitled. The Parties agree the amounts payable pursuant to the Consideration are in full settlement of any potential dispute. Daley hereby accepts the Consideration in full accord and satisfaction in lieu of any claims she could make against WCK.

c.         Daley represents that she has received all the leave and leave benefits and protections for which she may be eligible pursuant to the Family and Medical Leave Act, or otherwise, and has not suffered any on-the-job injury for which she has not already filed a workers’ compensation claim.

                d.        This general release is not intended to bar any claims that, by law, may not be waived, such as the right to file a charge with the Equal Employment Opportunity Commission, National Labor Relations Board and other similar government agencies, claims for statutory indemnity, workers’ compensation benefits or unemployment insurance benefits, as applicable. However, Daley expressly waives any right to recovery, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Daley or related in any way to the matters released herein.

5.        No Other Outstanding Claims or Causes of Action. Daley affirms that she has not filed with any governmental agency or court any action against the Released Parties that is currently open or pending resolution. Daley understands and agrees that if any action is brought by a third party with regard to the claims and causes of action released in this Agreement, she will not accept any payments or monetary relief relating to any such claims or causes of action.

6.        Confidentiality and Non-Disparagement.

        a.        Confidentiality. Daley agrees that the terms and conditions of this Agreement, as well as the underlying facts resulting in this Agreement, shall remain strictly confidential and shall not be disclosed to any other person, specifically including, but not limited to, any social media posting, any news agency or reporter, or any current or former donor, employee or agent of WCK. Furthermore, Daley agrees that she will not assist, encourage or otherwise support any current or former employee or agent of WCK in making claims or demands against WCK; however, Daley may disclose such terms and conditions and underlying facts to her attorney and accountant to the extent needed for legal advice or income tax reporting purposes, to her financial planner, to governmental tax authorities, to Daley’s immediate family members, and as may be necessary to comply with a valid subpoena or court order provided that Daley provides notice of such subpoena to WCK before making any disclosure. When releasing this information to any such person, Daley shall advise the person receiving the information of its confidential nature. Daley understands and agrees that this confidentiality obligation is of critical importance and that WCK would not agree to this Agreement without its inclusion. Daley agrees that in the event of a breach of this Confidentiality provision, WCK shall be entitled to injunctive relief without the requirement of posting a bond, and that the prevailing party in any action regarding a breach of this provision may recover its reasonable attorneys’ fees incurred in connection with such action. Daley hereby affirms that she has not encouraged any current or former WCK employee to pursue similar causes of action against WCK.  

        b.        Non-Disparagement. Each Party independently and severally, and not jointly and severally, agrees that it shall not defame, disparage, make any negative public statements about or attack the reputation of any other Party to this Agreement or any of their respective parents, subsidiaries, affiliates, directors, officers, or employees; nor will a Party take any other actions that damages any other Party’s business interests, reputation, or good name.  Each Party further agrees and covenants that it shall not induce or encourage any other person or entity to undertake any of the actions prohibited by the preceding sentence. These non-disparagement covenants apply to oral communications as well as to video, audio, electronic, digital, graphic or written communications and/or other depictions.  The Parties agree that this covenant of non-disparagement is a material term of this Agreement and a critical inducement for each Party entering it.  Nothing in this provision shall prevent Ms. Daley from truthfully discussing her feelings about WCK with her family, except that she shall not induce any family member to breach this provision.  

7.        No Admission of Wrongdoing. The Parties have entered into this Agreement solely to resolve disputed claims based on disputed facts and allegations and to avoid the costs of litigation. Neither the fact of this Agreement nor any of its parts shall be construed as an admission of wrongdoing, liability, or that any fact or allegation asserted by either Party was true.

8.        Entire Agreement, Severability. This Agreement and any restrictive covenants applicable pursuant to Daley’s employment with WCK, sets forth the entire agreement and understanding between the Parties and supersedes any prior oral or written agreements or understandings between them regarding its subject matter. Daley acknowledges that she has not relied on any representations, promises, or agreements of any kind made to her in connection with her decision to make this Agreement, except for those set forth in this Agreement. Should any court of competent jurisdiction declare any provision of this Agreement unenforceable, all other provisions of this Agreement shall not be affected and will remain enforceable. Daley has carefully read, and fully understands her obligations and rights under this Agreement.

        9.        Effective Date. This Agreement will become effective on the date that Daley signs it (the “Effective Date”).

10.        Knowing And Voluntary Agreement. By signing this Agreement, Daley acknowledges that she has been given a reasonable period of time to consider and review this Agreement and consult with counsel; she has read the Agreement; fully understands all provisions in their entirety; and she has voluntarily agreed to enter into this Agreement and accept its terms.

11.        Counterparts. This Agreement may be executed in counterparts and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned .PDF, emailed or photocopied signatures shall be as effective as originals.

12.        Arbitration. To aid the rapid and economical resolution of disputes that may arise in connection with this Agreement, and in exchange for the mutual promises contained herein, you and the Company agree that any and all disputes, claims, or causes of action, in law or in equity, including but not limited to statutory claims arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successor, under such arbitration services’ then applicable rules and procedures appropriate to the relief being sought (available upon request and also currently available at the following web address(es): (i) https://www.jamsadr.com/rules-employment-arbitration/ and (ii) https://www.jamsadr.com/rules-comprehensive-arbitration/) at a location closest to where you last worked for the Company or another mutually agreeable location. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. The Federal Arbitration Act, 9 U.S.C. § 1 et seq. will, to the fullest extent permitted by law, govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. This provision shall not be mandatory for any claim or cause of action to the extent applicable law prohibits subjecting such claim or cause of action to mandatory arbitration and such applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, the “Excluded Claims”), including claims or causes of action alleging sexual harassment or a nonconsensual sexual act or sexual contact, or unemployment or workers’ compensation claim brought before the applicable state government agency. In the event you or the Company intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims will remain subject to mandatory arbitration. Nothing herein prevents you from filing and pursuing proceedings before a federal or state governmental agency, although if you choose to pursue a claim following the exhaustion of any applicable administrative remedies, that claim would be subject to this provision. In addition, with the exception of Excluded Claims arising out of 9 U.S.C. § 401 et. seq., all claims, disputes, or causes of action under this section, whether by you or the Company, must be brought in any individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class, representative, or collective proceeding, nor joined or consolidated with the claims of any other person or entity. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, representative, or collective action basis. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. If a court finds, by means of a final decision, not subject to any further appeal or recourse, that the preceding sentences regarding class, representative, or collective claims or proceedings violate applicable law or are otherwise found unenforceable as to a particular claim or request for relief, the parties agree that any such claim(s) or request(s) for relief be severed from the arbitration and may proceed in a court of law rather than arbitration. All other claims or requests for relief shall be arbitrated. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration and procedural questions which grow out of the dispute and bear on the final disposition are matters for the arbitrator to decide, provided however, that if required by applicable law, a court and not the arbitrator may determine the enforceability of this paragraph with respect to Excluded Claims. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. You and the Company shall equally share all arbitration administrative fees, or such fees shall be paid in such other manner to the extent required by, and in accordance with, applicable law or rules to effectuate your and the Company’s agreement to arbitrate. To the extent the arbitration service does not collect or you otherwise do not pay an equal share of all arbitration administrative fees, and the Company pays your share, you acknowledge and agree that the Company shall be entitled to recover from you in a federal or state court of competent jurisdiction half of the arbitration fees invoiced to the parties (less any amounts you paid to the arbitration service). Each party is responsible for its own attorneys’ fees, except as may be expressly provided under applicable law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

13.        Choice of Law and Venue. The Parties agree that DC law shall govern the interpretation of this Agreement. The Parties further agree that any disputes regarding this agreement, including an action to enforce its terms, must be brought in the state or federal courts having jurisdiction over Washington, DC.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

Dated                                                                                            

                                    BRITTANY-ALANA DALEY

Dated                                By                                                

                                     WORLD CENTRAL KITCHEN

                                Its