SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (the “Agreement”) is made by and between Freshpet, Inc. (referred to as the “Company,” where appropriate), and Heather Pomerantz (referred to as the “Executive,” where appropriate), each a “Party” and together the “Parties,” as a way of amicably terminating their employment relationship and resolving all matters of dispute or potential dispute between them without admission of any liability or fault.

In exchange for the mutual promises set forth below, the Company and Executive agree as follows.

Regardless of whether Executive signs this Agreement:

In return for signing this Agreement, not revoking it, and observing its terms, the Company will provide Executive with the following “Separation Payments and Benefits”:

for the employee portion of the premiums based on the active employee rates, beginning on the Separation Date for the period of time from September 30, 2022 until the earliest of (i) September 30, 2023, (ii) the date Executive first becomes eligible for coverage under a subsequent employer’s group health plan, or (iii) the date Executive ceases to be eligible for continued coverage under COBRA for any reason. Executive agrees to promptly notify Company of her eligibility for coverage under a subsequent employer’s group health plan.

and fair dealing, express or implied, any theory of wrongful discharge, any theory of failure to hire or failure to re-hire, any theory of negligence, any theory of retaliation, any theory of discrimination or harassment in any form, any legal restriction on the Company’s right to terminate employees, or any federal, state, or other governmental statute or ordinance, including, without limitation, the Civil Rights Act of 1866, Section 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Lily Ledbetter Fair Pay Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Employee Retirement Income Security Act (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Rehabilitation Act of 1973 (including Section 504 thereof), the Genetic Information Nondiscrimination Act, the Pennsylvania Human Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Whistleblower Law, the Pennsylvania Pregnancy Guidelines of the Pennsylvania Human Relations Commission, the Pennsylvania Minimum Wage Law, except as prohibited by law, the Pennsylvania Medical Marijuana Act, the Philadelphia Fair Workweek employment Standards Ordinance, the New Jersey Family Leave Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Workers’ Compensation Act (except as set forth below), the New Jersey Wage and Hour Law, the New Jersey Wage Payment Act, all as amended, and any federal, state, local, and/or municipal statute, law, amendment, directive, order, and/or regulation enacted in response to the COVID-19 pandemic, or any other statutory or common law limitation or regulation of the employment relationship of state or federal law, as well as any claim for attorneys’ fees and costs incurred by or on behalf of Executive.

receive individual relief (including, without limitation, back pay, front pay, reinstatement or other legal or equitable relief) based on claims asserted in any charge or complaint, whether filed by Executive or any other person, except where such a waiver is prohibited and except for any right Executive may have to receive a payment from a government agency (and not the Company) for information provided to the government agency.  Additionally, nothing in this Agreement prevents Executive from exercising any rights she may have under section 7 of the National Labor Relations Act, if any, to discuss the terms and conditions of her employment or engage in other protected concerted activities with other employees.

information from Executive concerning this Agreement, or its terms, as set forth in Paragraph 7.

This Agreement is not an admission by the Executive or the Released Parties of any liability or wrongdoing or a violation of any statute, regulation, duty, law, contract, right, or order.  For the avoidance of doubt, the Executive’s termination of employment from the Company did not result from any disagreement with the Company concerning any matter relating to the Company’s financial reporting, policies, or practices.  The Released Parties disclaim any liability to the Executive or any other person for any alleged violation of any statute, regulation, duty, law, contract, or order.

Except as provided in Paragraphs 3(d) and 4, Executive represents that no charges, complaints, or actions of any kind have been filed by Executive or on Executive’s behalf against any Released Party with any federal, state, or local court or agency or in arbitration.  Except as provided in Paragraphs 3(d) and 4, Executive agrees that Executive will not file with any court a complaint which relates in any way to Executive’s employment with or separation from employment at the Company.

Executive agrees to cooperate fully and in a timely manner with the Company after her employment relationship with the Company terminates in respect of any matter, including any litigation, investigation, or government proceeding, which arises out of or relates to her employment with the Company. This cooperation may include appearing for meetings and interviews and providing the Company with the full benefit of Executive’s knowledge in respect of any such matter.

“Arbitration Materials”) to any third party, except as required by law, with the sole exception of legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms.  The parties will share the JAMS administrative fees and the arbitrator’s fees and expenses, and each party will pay its own attorneys’ fees, except as otherwise provided by law.  If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses, and attorneys’ fees that the other party reasonably incurs.  Either party may commence litigation in court to compel arbitration or to confirm or vacate an arbitral award, to the extent authorized by the Federal Arbitration Act or the Pennsylvania Revised Statutory Arbitration Act.  The arbitrator may grant interim injunctive relief, and the Company or its successors or assigns may commence litigation in court to obtain injunctive relief or an order requiring specific performance to enforce or prevent any violations of the covenants contained herein.  Executive and the Company each agree that any arbitration will be conducted only on an individual basis and that no dispute between the parties relating to this Agreement may be consolidated or joined with a dispute between any other employee and the Company, its subsidiaries, affiliates, and parents, together with each of those entities’ respective officers, directors, shareholders, employees, agents, fiduciaries, and administrators (collectively, the “Associated Persons”).  Executive also agrees that she may not seek to bring her dispute on behalf of other employees, independent contractors, or consultants of the Company or any Associated Person as a class or collective action and that no arbitrator will have authority hereunder to hear or decide any class, collective, or representative action.  Notwithstanding the foregoing, nothing in this letter agreement prohibits either party from requesting that the arbitrator consolidate, on a non-class or non-collective action basis, related matters that involve common questions of law or fact when doing so would increase efficiency.  The Parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding.  Executive understands and expressly agrees that by signing this Agreement she is giving up her right to a jury trial.  Executive waives her right to a jury trial in any proceeding whatsoever between the Parties arising out of or relating to her employment and the terms and conditions of this Agreement.

Paragraph 2(e) of this Agreement, that is incorporated herein), which shall remain in full force and effect in accordance with their terms.

By signing this Agreement, Executive acknowledges that:

THEMBI MACHABA

C/O FRESHPET, INC.

176 NORTH COMMERCE WAY

BETHLEHEM, PA  18017

TMachaba@Freshpet.com

For delivery by Federal Express or UPS, Executive should use:

THEMBI MACHABA

C/O FRESHPET, INC.

176 NORTH COMMERCE WAY

BETHLEHEM, PA  18017

TMachaba@Freshpet.com

Executive understands that if Executive signs this Agreement, Executive can change Executive’s mind and revoke it within seven (7) days after signing it by sending a written revocation notice to:

THEMBI MACHABA

C/O FRESHPET, INC.

176 NORTH COMMERCE WAY

BETHLEHEM, PA  18017

TMachaba@Freshpet.com

For delivery by FED EX or UPS use:

THEMBI MACHABA

C/O FRESHPET, INC.

176 NORTH COMMERCE WAY

BETHLEHEM, PA  18017

TMachaba@Freshpet.com

Executive understands that the Agreement will not be effective until after this seven (7) day period (the “Revocation Period”) has expired, and Executive will receive no benefits before the eighth day after Executive signs this Agreement.  To be effective, the notice of revocation must be sent no later than the seventh day after Executive has signed the Agreement.  The Effective Date of this Agreement shall be the eighth day after Executive signs it, if Executive has not revoked it, and signs Attachment 1 and provides the signed copy of Attachment 1 to Company

Please sign your name below to accept this Agreement.  Please do not sign this Agreement before your Separation Date.  If you do so, the Company may consider it to be void and ask you to sign it again on or after your Separation Date.

[Signature Page Follows]

Executive has read and understands the Agreement set forth above.  Executive accepts the consideration stated above and agrees to be bound by the terms of this Agreement.

Agreed to:

FRESHPET, INC.

By:      /s/ Thembi Machaba                   

Name: Thembi Machaba             

Title:   SVP, Human Resources         

Date:   10/13/22                                

ATTACHMENT 1

CERTIFICATION

I, Heather Pomerantz, certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Freshpet, Inc., their subsidiaries, affiliates, successors or assigns (together, the "Company").

I further agree that, in accordance with this Separation Agreement, I will protect and keep as confidential all trade secrets, confidential knowledge, intellectual property, data or other proprietary information relating to products, processes, know-how, designs, formulas, product formulations, procedures, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, customers, consultants or licensees.

Signature:  /s/ Heather Pomerantz