2017

1. PRIVILEGED AND CONFIDENTIAL DRAFT: 5/16/17
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
This Confidential Severance and Release Agreement (“Agreement”) is entered into
between Emily Hoefling (“Ms. Hoefling”), individually and on behalf of all of her heirs,
executors, administrators, attorneys, agents, successors, and assigns (collectively, “Ms.
Hoefling”) on the one hand, and Leadership Prep Canarsie Elementary Academy (“LPC”) and
Uncommon Schools, on their own behalf and on behalf of their subsidiaries, predecessors,
successors, direct and indirect parent companies, divisions, affiliates, officers, members,
managers, directors, Ms. Hoeflings and attorneys (collectively, “Uncommon”) on the other hand,
and shall become effective upon the expiration of the Revocation Period (described below),
assuming Ms. Hoefling has not exercised her right to revoke the Agreement (“Effective Date”).
WHEREAS, Ms. Hoefling is a current employee of Uncommon who has been on an
approved leave of absence since October 7, 2016;
WHEREAS, Ms. Hoefling’s employment with Uncommon will end as of close of
business on June 30, 2017 (the “Termination Date”); and
WHEREAS, the parties desire to settle fully and finally any and all of Ms. Hoefling’s
potential claims against Uncommon fully and finally and to memorialize certain important
agreements regarding Ms. Hoefling’s transition from her employment with Uncommon.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, Ms. Hoefling and Uncommon agree as follows:
1. No Admission. Nothing in this Agreement shall be deemed an admission by
Uncommon that it violated any law or any statutory, regulatory, contractual or common law right
of Ms. Hoefling. Uncommon expressly denies any wrongdoing whatsoever with respect to Ms.
Hoefling but has elected to enter into this Agreement in consideration of the promises and
representations set forth herein and to memorialize the parties’ agreement with regard to same.

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2. Consideration. In consideration of the promises and representations in this
Agreement, following receipt by Uncommon of the Agreement executed by Ms. Hoefling, and
expressly conditioned on the continued compliance by Ms. Hoefling of all of her requirements
pursuant to this Agreement, including, without limitation, those contained in paragraphs 6 and 8,
which compliance shall be determined in the sole discretion of Uncommon, Uncommon shall
pay to or on behalf of Ms. Hoefling, as Severance Benefits: (i) continued salary payments and
benefits coverage through the Termination Date; (ii) a lump sum payment totaling the gross
amount of $6,000.00, less applicable and customary withholdings; (iii) a lump sum bonus
payment in the gross amount of $10,000, less applicable and customary withholdings; and (iv) a
lump sum payment in the gross amount of $3600.00, less applicable and customary
withholdings, to offset Ms. Hoefling’s out-of-pocket cost of purchasing continuing insurance
coverage pursuant to COBRA, following the Termination Date. With the exception of the
continued salary payments and benefits which Ms. Hoefling will receive in the ordinary course
up to and including the Termination Date, such remaining Severance Benefits will be provided to
Ms. Hoefling within five (5) business days of the Effective Date of this Agreement.
3. General Release.
(a) In exchange for the payments, benefits and promises described in this
Agreement, Ms. Hoefling hereby releases and forever discharges Uncommon from any and all
causes of action, suits, agreements, promises, damages, disputes, controversies, contentions,
differences, judgments, claims and demands of any kind whatsoever (“Claims”) which Ms.
Hoefling ever had, now has or may have against Uncommon, whether known or unknown to her,
and whether asserted or unasserted, (i) by reason of her employment and/or separation from

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employment with Uncommon, or (ii) otherwise involving events that occurred on or prior to the
date on which Ms. Hoefling signs this Agreement.
Such released Claims include, without limitation: (i) any and all Claims under Title VII
of the Civil Rights Act of 1964, the Civil Rights Act of 1871, the Civil Rights Act of 1991, the
Fair Labor Standards Act, the Sarbanes Oxley Act, the Dodd Frank Act, the Equal Pay Act, the
Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the Employee Retirement Income
Security Act (including, without limitation, any claim for severance pay), the New York State
Human Rights Law, the New York State Executive Law, the New York City Administrative
Code (including the New York City Human Rights Law), and any and all other federal, state or
local laws, statutes, rules and regulations pertaining to employment (each as amended); (ii) any
and all Claims under state contract or tort law; (iii) any and all Claims based on the design or
administration of any employee benefit plan or program or arising under any policy, procedure,
or employee benefit plan; (iv) any and all Claims for wages, commissions, bonuses, and
compensatory, punitive or liquidated damages; and (v) any and all Claims for attorneys’ fees and
costs.
(b) Ms. Hoefling represents and warrants that she has not commenced,
maintained, prosecuted or participated in any action, suit, charge, grievance, complaint or
proceeding of any kind against Uncommon in any court or before any administrative agency.
Ms. Hoefling further acknowledges that, by virtue of the foregoing, she has waived all relief
available to her (including, without limitation, monetary damages, equitable relief and
reinstatement) under any of the Claims waived in paragraph 3(a).

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(c) This Agreement shall be effective as a bar to each and every claim Ms.
Hoefling might otherwise have asserted against Uncommon on or before the date Ms. Hoefling
signs this Agreement. In the event Ms. Hoefling hereafter discovers facts in addition to or
different from those she now knows or believes to exist with respect to the subject matter of this
Agreement and which, if known or suspected at the time of executing this Agreement, may have
materially affected this Agreement, Ms. Hoefling expressly waives any right to assert after the
execution of this Agreement that any such claim has, through ignorance or oversight, been
omitted from the scope of this Agreement.
(d) Ms. Hoefling shall not discuss, communicate about in any manner or
consult with, advise, counsel or otherwise cooperate with or assist any employee, former
employee, or future employee of Uncommon, in the pursuit of any legal or administrative
action(s) against Uncommon, including but not limited to any action(s) in connection with any
matters relating to her employment or separation from employment with Uncommon, unless
compelled to do so by court order or by lawfully issued subpoena. Ms. Hoefling shall not
participate, directly or indirectly, as a party, witness or otherwise, in any action at law,
proceeding in equity or in any administrative proceeding in which Uncommon or its personnel
(acting in their capacity as Uncommon employees) are parties, unless compelled to do so by
force of law, and she will not opt in to any class action involving Uncommon, and/or will
immediately opt out of any class action which involves Uncommon and with respect to which
she may be a class member; provided that nothing in this paragraph or in this Agreement is
intended or shall be deemed to prohibit Ms. Hoefling from participating, or cooperating with the
Equal Employment Opportunity Commission or other governmental or law enforcement agency
in any investigation, administrative proceeding or action involving Uncommon which is

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conducted or brought by such agency. However, Ms. Hoefling shall not be entitled to, and shall
not intentionally seek nor knowingly permit anyone to seek on her behalf, any personal,
equitable or monetary relief in any such action and, in the event she is awarded any such money,
compensation or benefits, she shall immediately remit such award to Uncommon.
(e) If, notwithstanding the express terms of this Agreement to the contrary,
Ms. Hoefling commences, continues, makes an affirmative election to join in, fails to opt-out
promptly upon being notified of an opportunity to opt-out, or in any other manner intentionally
attempts to assert any claim released herein against Uncommon, Ms. Hoefling shall reimburse
Uncommon for all reasonable attorneys’ fees incurred by Uncommon in defending against such
claim, and Uncommon shall have a right to the return of all consideration paid by it pursuant to
paragraph 2 of this Agreement, together with interest thereon; provided that its right of return of
this consideration is without prejudice to Uncommon’s other rights hereunder.
4. Return of Property. On or before the date Ms. Hoefling signs this Agreement, she
shall return to Uncommon any and all documents, materials, files, software, computer access
codes, records or other items in her possession or control belonging to Uncommon or containing
proprietary information relating to Uncommon; and Ms. Hoefling shall simultaneously return to
Uncommon any identification cards, keys, telephones, equipment or other such items owned by
Uncommon or within Ms. Hoefling’ possession. Ms. Hoefling shall not retain copies of any
Uncommon property. Notwithstanding the foregoing, Uncommon agrees to cooperate with Ms.
Hoefling’s reasonable requests for the retrieval and return to her of specifically identified
personal information she may have stored on her Uncommon laptop.
5. COBRA Entitlement. Following the expiration on the Termination Date of Ms.
Hoefling’s group insurance coverage provided through Uncommon in connection with her

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employment, Ms. Hoefling will have the right to participate in continuing group insurance
coverage, if applicable, through COBRA at her own expense.
6. Confidentiality.
(a) Ms. Hoefling shall not, directly or indirectly, publish, publicize, disclose
or disseminate, or cause to be published, publicized, disclosed or disseminated, any
communication, written or otherwise, relating to: (i) the terms, conditions and existence of this
Agreement (including, without limitation, the economic terms of this Agreement); or (ii) the
discussions and circumstances that preceded this Agreement.
(b) Ms. Hoefling shall not directly or indirectly (e.g., through a third party)
communicate or cause to be communicated with any current, former or prospective Uncommon
students or their parents regarding any confidential information relating to Uncommon,
including, without limitation, the circumstances surrounding the termination of Ms. Hoefling’s
employment relationship with Uncommon.
(c) Notwithstanding the foregoing, Ms. Hoefling may: (i) make disclosures
that otherwise are prohibited by this Agreement to her attorneys and to accounting professionals,
provided that any such disclosure is accompanied by a directive that the information disclosed is
to remain confidential; and (ii) testify truthfully under oath or pursuant to any lawful court order
or subpoena or otherwise respond to or provide disclosures required by law in connection with
an investigation by a governmental or law enforcement agency.
(d) Ms. Hoefling shall not, at any time, use for her own benefit or for the
benefit of any third party, any trade secrets or other confidential or proprietary information of
Uncommon, including but not limited to trade secrets, curricula, educational or training
materials, lists of actual or prospective Uncommon students, marketing materials, financial

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information relating to Uncommon including funding information, personnel and compensation
information related to any Uncommon employee or agent, and other documents and information
that provide Uncommon with a competitive advantage in the charter school industry
(“Confidential Information”). Confidential Information does not include information that: (i)
becomes generally available to the public, other than as a result of Ms. Hoefling’s disclosure or
the disclosure of any other person who receives such information from Ms. Hoefling; or (ii)
becomes available to Ms. Hoefling on a non-confidential basis from a source that is entitled to
disclose it to Ms. Hoefling.
(e) If Ms. Hoefling receives a subpoena or other mandate pursuant to law that
requires or could require disclosures prohibited by this Agreement, Ms. Hoefling shall
immediately transmit a copy of such subpoena to Uncommon’s Human Resources Director, and
Ms. Hoefling agrees not to disclose the information before the subpoena’s return date so that
Uncommon is given sufficient time to contest the subpoena.
7. No Further Duties/Authority to Act. The Parties acknowledge and agree that
following the Termination Date, Ms. Hoefling shall have no further duties and obligations to
report to Uncommon or to provide services on behalf of Uncommon and further, following such
date, Ms. Hoefling shall have no authority to represent Uncommon in any manner, to act on
Uncommon’s behalf, or to bind Uncommon.
8. Non-disparagement. Ms. Hoefling shall not make, cause to be made, or
participate in the making of any communication, orally or in writing, regardless of whether
such statements are truthful, nor take any actions that in any way could disparage Uncommon,
or any of its past or present parents, affiliates, related entities, or employees, or that foreseeably
could harm the reputation and/or goodwill of Uncommon.

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9. Advice of Counsel/Consideration and Revocation Periods. Ms. Hoefling is
hereby advised in writing to consult with counsel of her choosing before executing this
Agreement. Ms. Hoefling shall have up to twenty-one (21) days from today’s date to consider
executing this Agreement, however, if Ms. Hoefling executes the Agreement earlier than the
twenty-first day, such execution will be deemed of her own free will. The Parties hereby agree
that no modification in the terms of this Agreement will expand or restart the twenty-one day
consideration period. Ms. Hoefling further acknowledges that she has up to seven days
following her execution of the Agreement to revoke her acceptance, in which case, the
Agreement shall be deemed null and void and no consideration shall be paid to Ms. Hoefling.
To be effective, such revocation decision must be communicated in writing to the Director of
Human Resources for Uncommon Schools, Miriam Cohen, at mcohen@uncommonschools.org,
no later than 5:00 p.m. on the 7th day following Ms. Hoefling’s execution of the Agreement.
10. Reference Procedure. Ms. Hoefling shall direct all reference requests to Human
Resources, at mcohen@uncommonschools.org, who shall only disclose Ms. Hoefling’s dates of
employment and job titles held. Uncommon shall not be responsible for any reference
information solicited from any other source.
11. Future Employment. Ms. Hoefling shall not apply for, seek or accept future
employment with either Uncommon or any school within the Uncommon Schools network.
Neither Uncommon nor Uncommon Schools shall have any obligation at any time in the future
to consider Ms. Hoefling for employment, and, if she does apply for employment with, or is
hired by, Uncommon or any school within the Uncommon Schools network, she shall resign
such employment immediately upon request. Should Ms. Hoefling apply and be rejected for

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employment with Uncommon or a school within the Uncommon Schools network, Ms. Hoefling
will have no basis to assert any claim for failure to hire.
12. Subsequent Proceedings. To the extent consistent with applicable law, the parties
agree that this Agreement may be used as evidence only in a subsequent proceeding in which any
of the parties alleges a breach of this Agreement or in which Uncommon is relying upon this
Agreement or the releases contained herein in support of an affirmative defense. This
Agreement may not be filed with a court or used for any other purpose.
13. Acknowledgments. By signing this Agreement below, Ms. Hoefling
acknowledges:
(a) Sufficiency of Consideration. The consideration described in paragraph 2
of this Agreement in exchange for the releases contained in paragraph 3 and the other promises
contained in this Agreement are greater in value than anything else to which Ms. Hoefling would
be entitled from Uncommon if she did not execute this Agreement.
(b) No Other Wages or Benefits Due. Except as expressly described in this
Agreement, Ms. Hoefling has been paid all payments and attendant benefits due to her from
Uncommon in consideration of the services she rendered during her employment with
Uncommon, including, but not limited to, salary, bonuses, vacation pay, sick or disability pay,
severance pay, holiday pay, expense reimbursement, payments due her from Uncommon
pursuant to any agreement or other contract to which Ms. Hoefling and/or Uncommon was a
party, and any and all monetary or other benefits that are or were due her pursuant to policies of
Uncommon in effect prior to the date her employment with Uncommon ended.
14. Entire Agreement. This Agreement represents the complete understanding
between the parties, and it supersedes any and all agreements, understandings and discussions,

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whether written or oral, between Ms. Hoefling and Uncommon. In deciding to sign this
Agreement, Ms. Hoefling has not relied on any statement by anyone associated with Uncommon
that is not contained in this Agreement.
15. Severability. The invalidity or unenforceability of any provision contained herein
shall in no way affect the validity or enforceability of any other provision of this Agreement,
provided, however, that upon any finding by a court or arbitrator that any of the releases
contained in paragraph 3 of this Agreement are illegal, void or unenforceable, Ms. Hoefling shall
execute a release and waiver to the fullest extent permitted by law in order to effectuate the terms
and intent of this Agreement.
16. No Duress. Ms. Hoefling acknowledges that: (a) she has carefully read this
Agreement in its entirety; (b) she fully understands the significance of all the terms and
conditions of this Agreement; and (c) she is signing this Agreement voluntarily and of her own
free will and agrees to abide by all the terms and conditions contained herein.
17. Miscellaneous.
(a) This Agreement may not be amended, modified or discharged except by a
writing duly executed by all parties. This Agreement may not be amended, modified or
discharged by e-mail.
(b) This Agreement may be executed in counterparts, and it is the intent of the
parties that the copy signed by a party will be fully enforceable against such party.
(c) This Agreement may not be signed until close of business on the
Termination Date.

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(d) The waiver by either party of the breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of any subsequent
breach by such other party.
(e) This Agreement is binding upon, and shall inure to the benefit of, Ms.
Hoefling and Uncommon. Ms. Hoefling may not sell or otherwise assign any rights, obligations
or benefits under this Agreement, and any attempts to do so shall be void.
(f) The parties have cooperated in the drafting and preparation of this
Agreement. In any construction to be made of this Agreement, it shall not be construed against
either party.
(g) This Agreement shall be subject to, governed by and interpreted in
accordance with the laws of the State of New York without regard to conflict of laws principles.
(h) Ms. Hoefling has not transferred or assigned, or purported to transfer or
assign, any of the claims and rights herein released or affected.
(i) The headings in this Agreement are for convenience of reference only.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
written herein.
EMILY HOEFLING
Date:
LEADERSHIP PREP CANARSIE
ELEMENTARY ACADEMY and
UNCOMMON SCHOOLS
By:
Name:
Title:
Date:
WASHINGTON_DC/#56415.2