SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release ("Agreement") is entered into between Island Transit
(including its directors, officers, employees, agents, and insurers, collectively referred to as
"Island Transit") and Martha Rose ("Rose"). Island Transit and Rose are sometimes referred to
collectively as the "Parties." Therefore, Island Transit on the one hand and Rose on the other
hand, intending to be legally bound, agree as foiJows:
1. Agreement Not Admission. Rose agrees that this Agreement is not an admission
by Island Transit that it has violated any law or failed to fulfill any duty to Rose. It is
understood that this will be a public record and Island Transit may be required by law to release
the Agreement upon request.
2. Termination of Emolovment. Rose and Island Transit agree that all aspects of
the employment relationship have ceased effective September 19, 2014 (the "Separation Date").
3. Release. Rose accepts Island Transit's undertakings in this Agreement as full
settlement of any and all claims, known or unknown, arising out of or related to Rose's
employment or association with Island Transit, including her separation from employment. This
release by Rose includes, but is not limited to, any claims for damages or attorney's fees, breach
of contract and/or estoppel, lost equity-based compensation or lost salary or other benefits, libel,
slander, fraud, misrepresentation, or wrongful discharge, discrimination and/or retaliation under
any federal, state or local statute or regulation, specifically including, but not limited to, any
claims Rose may have under the Fair Labor Standards Act, the Age Discrimination in
Employment Act ("ADEA''), the Americans with Disabilities Act, Title VII of the Civil Rights
Act, as amended, the Family and Medical Leave Act, the Washington Minimum Wage Act, the
Washington Law Against Discrimination, and the Employee Retirement Income Security Act of
1974 (other than claims for vested benefits). These claims are examples, not a complete list, of
the released claims, as it is the Parties' intent that Rose release any and all claims, of whatever
kind or nature, in exchange for the consideration by Island Transit identified in this Agreement.
The Parties realize this constitutes a full and finaJ settlement of any and all such claims, and
except for obligations arising under this Agreement, this Agreement releases Island Transit
(including Island Transit's directors, officers, employees, agents, and insurers, and anyone else
against whom Rose could assert a claim based on Rose's association with Island Transit,
including her separation from employment) from any further liability to Rose (or to anyone else
Rose has the power to bind in this Agreement) in connection with such claims.
4. ADEA Releue. Rose acknowledges that she is knowingly and voluntarily waiving
and releasing any rights she may have under ADEA. Rose also acknowledges that the consideration
identified in this Agreement is in addition to anything of value to which Rose was already entitled.
Rose further acknowledges that she has been advised by this writing, as required by the ADEA, that
(a) this Agreement does not apply to any rights or claims that may arise after the execution date of
this Agreement; (b) Rose should consult with an attorney prior to executing this Agreement;
(c) Rose has twenty-one {21) days to consider this Agreement (although Rose may choose to
voluntarily execute this Agreement earlier and to waive such period of consideration); (d) Rose has
seven (7) days following the execution of this Agreement to revoke the Agreement; and (e) this
Agreement will not be effective until the date upon which the revocation period has expired, which
will be the eighth day after this Agreement is executed by Rose ("Effective Date''). Nothing in this
Agreement prevents or precludes Rose from challenging or seeking a detennination 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. To cancel this Agreement, Rose
understands that she must give a written revocation which must be received by Island Transit by
5:00p.m. on the seventh day after this Agreement is signed by Rose, addressed to the following
individual at the following location:
Matthew R. Hendricks
402 5th Avenue South
Edmonds, W A 98020
If Rose revokes this Agreement under this paragraph, the Agreement will not become effective
or enforceable and Rose wiJI not be entitled to any of the consideration set forth in this
Agreement.
5. Separation Payment. In consideration of executing this Agreement, Island
Transit acknowledges and agrees that it will continue to pay Rose her regular salary, subject to
lawful deductions, for two (2) months foJlowing her Separation Date, which payments will be
made in accordance with her regularly scheduled pay days as set forth in her Employment
Agreement.
6. Paymegt of a ~ t l o p Time. The Parties acknowledge and agree that Rose has
accrued unused paid time off with Island Transit, the value ofwhich totals eighty-eight thousand
one hundred ninety dollars and forty cents ($88, 190.40), subject to lawful deductions. Rose
acknowledges and agrees that this unused paid time off that Rose has accrued with Island Transit
will be paid in monthly installments to Rose of the lesser of either eleven thousand dollars
($11 ,000) per month or the remaining amount due to Rose for payment in full of her accrued
unused paid time off. Such monthly installments will begin on February 15, 2015 and will
continue until her accrued unused paid time off is paid in full, and such payments will include
lawful deductions.
7. Insurance Benefib; Consideration. Island Transit agrees that, through the end
of 2014, it will pay the regular employee share for Rose's Group Health PPO Plan full family
plan on which employer premiums are already prepaid through December 2014. As
consideration for entering into this Agreement, Island Transit further agrees that it will pay the
regular insurance coverage payment for Rose's Group Health PPO Plan full family plan,
including the regular employee share, for January and February 2015. Nothing in this
Agreement is intended to or does create any other rights or obligations of any kind on the part of
Island Transit with regard to Rose's regular insurance coverage, except those specificalJy
required by law.
8. Taxes. Rose specifically acknowledges and agrees that Island Transit has made
no representations to her regarding the tax consequences of any amounts received by Rose for
Rose's benefit pursuant to this Agreement. Moreover, Rose understands and agrees that any tax
consequences and/or liability arising from the benefits identified in this Agreement shall be her
sole responsibility.
2
9. Return of Agency Property. On or before the Effective Date, Rose
acknowledges and agrees that she will return to Island Transit all property and equipment
furnished to or prepared by Rose in the course of or incident to her employment by Island
Transit, including, without limitation, all automobiles, computers, keys, key cards, books,
manuals, records, reports, notes, contracts, research data or material, developments, and other
documents or materials, or copies thereof (including computer files), and aH other proprietary
information belonging or relating to the business of Island Transit or any funding source of
Island Transit. Rose agrees to immediately reimburse Island Transit in the amount of $191.00
for an airline ticket she purchased to return work from vacation in July, 2014.
10. Authority to Enter Agreement. Rose represents and warrants that, as of the date
of this Agreement, she is the true party in interest, that she is fully authorized to execute this
Agreement, and that she has not sold, assigned, transferred, conveyed, or otherwise disposed of
any rights surrendered by virtue of this Agreement.
11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any heirs, legal representatives, successors and assigns of the Parties.
12. Attorneys' Fees. Jurisdiction. and Venue. This Agreement shall be construed
and enforced in accordance with, and governed by, the laws of the State of Washington, U.S.A.
Any action to enforce or interpret the terms of this Agreement, or any portion thereof, shall be
commenced exclusively through binding arbitration before an arbitrator in Seattle, Washington.
The Parties, by their signatures hereto, agree to submit to said arbitrator's jurisdiction and to
waive all defenses related to jurisdiction and venue. Except as prohibited by law, the prevailing
party in any arbitration brought to enforce or interpret the tenns of this Agreement, or any
portion thereof, shall be entitled to recover its costs including reasonable attorneys' fees.
13. GeneraL This Agreement (i) contains the entire understanding of the Parties with
respect to the subject matter covered; (ii) supersedes all prior or contemporaneous
understandings; (iii) may only be amended in a written instrument signed by both Parties; and
(iv) shall be governed by the laws of the State of Washington. Each party warrants that they are
the true parties in interest, and that they are fully authorized to execute this Agreement.
15. Survival. Rose acknowledges and agrees that if any provision ofthis Agreement,
or compliance by Rose or [stand Transit with any provision of this Agreement, constitutes a
violation of any law, or becomes unenforceable and/or void, the remaining provisions of this
Agreement will remain in full force and effect.
16. Knowing and Voluntary Waiver. Rose acknowledges that she has been advised
to consult with an attorney and has had an opportunity to do so before signing this Agreement,
which Rose has been given twenty-one (21) days to consider, and which she may revoke within
seven (7) days after signing.
\\\\
\\\\
3
PLEASE READ CAREFULLY. THIS IS A VOLUNTARY AGREEMENT THAT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
ISLAND TRANSIT MARTHA ROSE

"1(.'-.
Date: LO 11-P 11-0l'f.
artha Rose
o.teQrtivkA J.o !'(
4