8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36537	83-0480694
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6100 4th Avenue S, Suite 400

Seattle, Washington 98108

(Address of principal executive offices, including zip code)

(855) 727 - 9079

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.00001 par value per share	TRUP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2023, Trupanion, Inc. (the “Company”) entered into a form of consulting agreement (the “Consulting Agreement”) with Andrew “Drew” Wolff, the Company’s Chief Financial Officer, in connection with the previously announced departure to occur on June 1, 2023. At that time until August 31, 2023, Mr. Wolff would provide services related the Company’s finance, accounting, and disclosure functions for a fee of $25,000 a month. The Consulting Agreement contains confidentiality obligations and a 12-month noncompetition obligation from the date of termination of the Consulting Agreement.

On March 29, 2023, the Company and Mr. Wolff also entered into a separation agreement and release of claims (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Wolff and the Company irrevocably and absolutely released all claims against each other, Mr. Wolff agreed to a 12-month non-competition obligation from the date of his separation, and the Company accelerated the vesting of 9,914 shares (the “RSU Shares”) of common stock issuable upon settlement of restricted stock units (the “RSUs”) held by Mr. Wolff. The settlement of the RSU Shares will occur on dates, and in amounts, that align with the historical vesting schedule of the RSUs through March 15, 2024, by which date all remaining RSU Shares will be settled but subject to a contractual lockup that aligns with the historical vesting schedule of the RSUs (the “Settlement and Lockup Schedule”).

On April 3, 2023, the Company and Tricia Plouf, the Company’s former Executive Vice President, Pricing, entered into a substantially similar form of Separation Agreement, including a release of claims, 12-month non-competition obligation, and acceleration of vesting as to 71,028 RSU Shares to be settled in accordance with the Settlement and Lockup Schedule. The Separation Agreement also provides for a severance payment to Ms. Plouf of $180,000.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	10.1	Form of Consulting Agreement
	10.2	Form of Separation Agreement
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.
By:	/s/ Margi Tooth
	Name: Margi Tooth
	Title: President

Date: April 4, 2023

EX-10.1

Exhibit 10.1

[Date]

Trupanion, Inc.

6100 4th Avenue S, Suite 400

Seattle, Washington 98108

VIA ELECTRONIC MAIL

[Executive Officer]

[Address]

RE: Consulting Agreement

Dear [Name],

This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described on Schedule 1) to Trupanion Managers USA, Inc., an Arizona corporation (the “Company”).

1. SERVICES

1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company and its affiliates on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth on Schedule 1 (the “Services”). Schedule 1 may be supplemented and/or amended from time to time by mutual agreement of the parties.

1.3 You will be an independent contractor and not an employee of the Company. The Company will not control the manner or means by which you perform the Services. Unless otherwise set forth in Schedule 1, you will furnish, at your own expense, the equipment, supplies and other materials used to perform the Services. The Company will provide you with access to its premises and equipment to the extent necessary for the performance of the Services. To the extent you perform any Services on the Company’s premises or using the Company’s equipment, you will comply with all applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s facilities, supplies, information technology, equipment, networks and other resources.

2. TERM

The term of this Agreement shall commence on [Date] and will continue through [Date], unless earlier terminated in accordance with Section 9 (the “Term”). Any extension of the Term will be subject to mutual written agreement between the parties.

3. FEES AND EXPENSES

3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you the fees (the “Fees”) as set forth on Schedule 1. You acknowledge that you will receive an IRS Form 1099-MISC from the Company, and that you shall be solely responsible for all federal, state and local taxes, as set out in Section 4.2.

3.2 The Company agrees to reimburse you for all reasonable and documented travel and other costs or expenses incurred or paid by you in connection with the performance of the Services in accordance with the general reimbursement policy of the Company then in effect, and in each case that have been approved in writing in advance by the Company.

3.3 The Company shall pay all undisputed Fees in accordance with the payment schedule set forth in Schedule 1.

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4. RELATIONSHIP OF THE PARTIES

4.1 You are an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent.

4.2 Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee and/or contractor.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to any deliverables set out on Schedule 1 (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein. You agree that any Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for the Company. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.

5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively, “Moral Rights”). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables.

5.3 You will and hereby are obligated make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the “Patent Act”), made or conceived by you alone or with others during the Term, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Company. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company.

5.4 Upon the request of the Company, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.

5.5 You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. You have no right or license to use the Company’s trademarks, service marks, trade names, trade names, logos, symbols or brand names.

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6. CONFIDENTIALITY AND RESTRICTIVE COVENANTS

6.1 Confidentiality. You acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). You agree, consistent with your other obligations to the Company and its affiliates, to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You will notify the Company immediately in the event you become aware of any loss or disclosure of any Confidential Information. You understand and acknowledge that your obligations under this Agreement or otherwise with regard to any particular Confidential Information commence immediately and shall continue in perpetuity, notwithstanding the termination of this Agreement, until such time as such Confidential Information has been disclosed publicly by the Company. You expressly acknowledge and agree that the doctrine of inevitable disclosure with respect to any Prohibited Activity (as defined below) where it would be impossible or impracticable for you to avoid relying on your knowledge of our Confidential Information and/or disclosing any of our Confidential Information to your new employer and/or contractor.

6.2 Non-competition. Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to you pursuant to this Agreement, during the term of this Agreement, and for the twelve (12) months following its termination (the “Applicable Period”) for any reason or no reason and whether this Agreement is terminated at the option of the Company or by you, and regardless of the reason for such termination including due to a breach by the Company, unless otherwise prohibited by applicable law, you agree and covenant not to engage in Prohibited Activity within any jurisdiction in which the Company, now or in the future, operates or is intending to operate (currently, USA, Canada, Puerto Rico and Australia), regardless of whether you are aware of such an intention at any time. For purposes of this non-compete clause, “Prohibited Activity” is activity in which you contribute your knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged in the business of acting as a managing general agent and/or an underwriter of any form of medical insurance for companion animals. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, proprietary information or Confidential Information.

6.3 Remedies. In the event of a breach or threatened breach by you of any of the provisions of this Agreement, including, without limitation, this Section 6, you hereby consent and agree that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

6.4 Whistleblower Protections. Notwithstanding anything in this Agreement to the contrary, you acknowledge that, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit against Trupanion for retaliation for reporting a suspected violation of law, you may disclose trade secrets to your attorney and may use the trade secret information in the court proceeding, so long as you file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

7. REPRESENTATIONS AND WARRANTIES

7.1 You represent and warrant to the Company that you have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of your obligations in this Agreement. Any and all Deliverables are and shall be your original work (except for material in the public domain or provided by the Company) and, to the best of your knowledge, the Company will receive good and valid title to all Deliverables, free and clear of all encumbrances

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and liens of any kind and the Deliverables do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.

7.2 The Company hereby represents and warrants to you that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

8. INDEMNIFICATION

8.1 You shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) (“Losses”) arising out of or resulting from:

(a) bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; and

(b) your breach of this Agreement, including without limitation, any representation, warranty or obligation.

8.2 The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

8.3 The Company agrees to indemnify you for any Losses arising out of or resulting from your performance of your obligations under this Agreement.

9. TERMINATION

9.1 The Company may terminate this Agreement, effective no earlier than ten (10) days after its delivery of written notice in its sole discretion. You may terminate this Agreement at any time, to be effective immediately, subject to the surviving provisions of this Agreement pursuant to Section 9.3.

9.2 Upon expiration or termination of this Agreement for any reason, you shall promptly and in no event later than thirty (30) days following such termination:

(a) deliver to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials provided for your use by the Company;

(b) deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;

(c) permanently erase all of the Confidential Information from your computer systems; and

(d) certify in writing to the Company that you have complied with the requirements of this Section 9.2.

9.3 The terms and conditions of Section 5, Section 6, Section 8, Section 9, and Section 12 shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES

You [may] [may not] be engaged or employed in any other business, trade, profession or other activity that does not place you in a conflict of interest with the Company[; provided, that, during the Term, unless prohibited by applicable law, you shall not be engaged in any business activities that do or may compete with the business of the Company without the Company’s prior written consent, to be given or withheld in its sole discretion].

11. ASSIGNMENT

You shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

12. MISCELLANEOUS

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12.1 You shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

12.2 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.

12.3 This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

12.4 This Agreement shall be governed by and construed in accordance with the internal laws of the state of Washington without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in King County, Washington in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

12.5 If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

12.6 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.7 This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

[SIGNATURE PAGE FOLLOWS]

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If this letter accurately sets forth our understanding regarding the terms of your consulting arrangement, kindly execute the enclosed copy of this letter.

TRUPANION, INC.

By: ___________________________

Name:

Its:

ACCEPTED AND AGREED:

___________________________

[Executive Officer]

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EX-10.2

Exhibit 10.2

CONFIDENTIAL SEPARATION AGREEMENT AND

GENERAL RELEASE OF ALL CLAIMS

This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Trupanion Managers USA, Inc. (“Company”) and [Executive Officer] (“Team Member”) effective as of [Date] with respect to the following facts:

A. Team Member has been employed by Company since [Date].

B. Team Member’s employment was terminated effective [Date] (the “Separation Date”).

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:

1. Separation of Employment. Team Member’s employment with Company is terminated, pursuant to the Employment Agreement, by Company, effective on the Separation Date.

2. Severance Payments.

(a) Severance Payment. In exchange for the promises and covenants set forth herein, Company agrees to provide Team Member with a severance benefit in the gross amount of $[●] (equivalent to [●] weeks of separation pay based on [●]) subject to standard payroll deductions and withholdings (“Severance Payment”). Severance Payment shall be paid in one lump sum in the next scheduled pay period.

(b) Full Satisfaction. Team Member acknowledges and agrees that the Severance Payment constitutes adequate legal consideration for the promises and representations made by Team Member in this Agreement, including Team Member’s agreement to release all of Team Member’s Claims and to enter into the Confidentiality Agreement.

3. Medical Insurance. Company will provide Team Member with a medical insurance benefit in the amount of $[●] (equivalent to continuing Team Member’s current medical insurance through COBRA for [●] month(s), based on current monthly premiums) subject to standard payroll deductions and withholdings. Medical insurance payments will be paid in a lump sum with severance payment. Team Member will be responsible for registering for COBRA and paying monthly premiums to continue coverage. If Team Member is re-hired by Trupanion before the full Medical Insurance benefit is met, any remaining medical insurance benefit payments will be forfeited.

4. Equity Awards. Team Member was previously granted and as of the Separation Date holds the following outstanding equity awards, which will receive the treatment set forth below:

(a) Outstanding Options. [List vested and unvested amounts, and describe treatment]

(b) Outstanding RSUs. [List unvested amounts and describe treatment]

5. Unemployment Benefits. Company will not contest unemployment insurance claims.

6. 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as severance pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payment provided under this Agreement shall be treated as a

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separate payment. Any payments to be made under this Agreement upon a separation of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

7. General Release of Claims by Team Member.

(a) Team Member unconditionally, irrevocably and absolutely releases and discharges Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of Company, past and present, as well as Company’ Team Members, officers, directors, agents, stockholders, contractors, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Team Member’s employment with Company, Team Member’s ownership of Company, the separation of Team Member’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Team Member’s employment with Company or Team Member’s status as a holder of equity in the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any securities- related claims and any claims for breach of contract, wrongful separation, defamation, employment discrimination, harassment, retaliation, and any other tort, contract, common law, constitutional or other statutory claims arising under local, state or federal law, including, but not limited to alleged violations of the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, Washington Law Against Discrimination in Employment, Americans with Disabilities Act, Age Discrimination in Employment Act of 1967, as amended, Washington Age Discrimination Law and all claims for attorneys’ fees, costs and expenses. Team Member expressly waives Team Member’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Team Member or on Team Member’s behalf, related in any way to the matters released herein. However, this General Release is not intended to bar any claims that, by statute, may not be waived such as claims for workers’ compensation benefits, unemployment insurance benefits and any challenge to the validity of Team Member’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement. Further, this general release is not intended to release or otherwise modify Team Member’s indemnification rights or rights as an insured under any of the Company’s insurance policies.

(b) Team Member acknowledges that Team Member may discover facts or law different from, or in addition to, the facts or law that Team Member knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.

(c) Team Member declares and represents that Team Member intends this Agreement to be complete and not subject to any claim of mistake, that the release herein expresses a full and complete release of all claims known and unknown, suspected and unsuspected and that, regardless of the adequacy or inadequacy of the consideration, Team Member intends the release herein to be final and complete. Team Member has been afforded an opportunity to be represented by counsel on this matter and has either done so or declined to do so, in Team Member’s sole discretion. Team Member executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

(d) Team Member represents and agrees by signing below that Team Member has received the appropriate pay for all hours worked for Company and has no known workplace injuries. Any final bonuses earned by Team Member will be calculated and paid out according to Trupanion’s standard bonus calculation and payroll timelines. Other than the consideration set forth in this Agreement and final bonuses, Team Member further affirms that Team Member has been paid and/or has received all leave (paid or unpaid), compensation, wages, to which Team Member may be entitled and that no other leave (paid or unpaid), compensation, wages, are due to Team Member, except as provided in this Agreement.

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8. Representation Concerning Filing of Legal Actions. Team Member represents that, as of the date of this Agreement, Team Member has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against Company or any of the other Released Parties in any court or with any governmental agency.

9. Confidentiality and Return of Company Property.

(a) Confidential Separation Information. Team Member agrees that the terms and conditions of this Agreement, as well as the discussions that led to the terms and conditions of this Agreement (collectively referred to as the “Confidential Separation Information”) are intended to remain confidential between Team Member and Company. Team Member further agrees that Team Member will not disclose the Confidential Separation Information to any other persons, except that Team Member may disclose such information to Team Member’s immediate family members and to Team Member attorney(s) and accountant(s), if any, to the extent needed for legal advice or income tax reporting purposes. When releasing this information to any such person, Team Member shall advise the person receiving the information of its confidential nature. Neither Team Member nor anyone to whom the Confidential Separation Information has been disclosed will respond to, or in any way participate in or contribute to, any public discussion, notice or other publicity concerning the Confidential Separation Information. Without limiting the generality of the foregoing, Team Member specifically agrees that neither Team Member, Team Member’s immediate family, Team Member’s attorney nor Team Member’s accountant, if any, shall disclose the Confidential Separation Information to any current, former or prospective Team Member of Company. Nothing in this section will preclude Team Member from disclosing information required in response to a subpoena duly issued by a court of law or a government agency having jurisdiction or power to compel such disclosure, or from giving full, truthful and cooperative answers in response to a duly issued subpoena.

(b) Non-Disclosure Agreement/Confidential or Proprietary Information. Team Member also agrees that Team Member will not use, remove from Company’s premises, make unauthorized copies of or disclose any confidential or proprietary information of Company or any affiliated or related entities, including but not limited to, their trade secrets, copyrighted information, customer lists, any information encompassed in any research and development, reports, work in progress, drawings, software, computer files or models, designs, plans, proposals, marketing and sales programs, financial projections, and all concepts or ideas, materials or information related to the business or sales of Company and any affiliated or related entities that has not previously been released to the public by an authorized representative of those companies.

(c) Continuing Obligations. Team Member understands and agrees that the Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement (the “Confidentiality Agreement”) that Team Member and Trupanion Managers USA, Inc. previously executed will survive the separation of Team Member’s employment. The Confidentiality Agreement is attached to this Agreement as Exhibit A. Team Member agrees to abide by such surviving provisions of Confidentiality Agreement, including but not limited to non-solicitation, noncompetition and nondisclosure of Company’s confidential and proprietary information. [List specific confidential information as applicable.]

(d) Return of Company Property. By signing this Agreement Team Member represents and warrants that Team Member will have returned to Company on or before the Separation Date, all Company property, including all confidential and proprietary information, and all materials and documents containing trade secrets, including notebooks, and copyrighted materials, including all copies and excerpts of the same.

10. Enforcement. If Team Member breaches this Agreement, Company will no longer be responsible for, and will immediately cease, providing the Severance Payment described in Section 2 above.

11. No Other Severance Benefits. Team Member acknowledges and agrees that the Severance Payment provided pursuant to this Agreement are in lieu of any other severance benefits and/or severance plan or practice.

12. Non-disparagement. The parties agree that, in addition to any ongoing obligations of Team Member pursuant to Team Member’s previously executed Confidential Information, Inventions, Nonsolicitation and

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Noncompetition Agreement with the Company (the “Confidentiality Agreement”), which contains numerous restrictions on Team Members activities following the Separation Date, Team Member will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company or any of the other Released Parties.

13. No Admissions. By entering into this Agreement, Company and the Released Parties make no admission that they have engaged, or are now engaging, in any unlawful conduct or unlawful employment practice. It is understood that this Agreement is not an admission of liability, but is in compromise of potential and/or disputed claims that remain untested; that there has been no trial or adjudication of any issue of law or fact herein; and that Company denies any liability and intends merely to avoid litigation and expense by entering into this Agreement. The parties further agree that neither this Agreement nor any terms hereof shall be admissible in any other nor future proceedings involving either party, except an action to enforce or interpret this Agreement.

14. Duty to Cooperate. Team Member agrees to cooperate with the Company and its attorneys in connection with any investigation and/or lawsuit. “Cooperate” includes (1) being reasonably available for interviews, meetings, depositions and/or trial without the need for subpoena by the Company and (2) providing all documents in Team Member’s possession that relate to the investigation or lawsuit. Team Member shall provide such cooperation without any additional compensation (other than reimbursement for reasonably incurred associated expenses. Further, Team Member agrees to promptly notify the Company’s General Counsel in the event Team Member is contacted by a third part or receives a subpoena in connection with any potential or actual lawsuit involving the Company.

15. Older Workers’ Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Team Member is advised to consult with and/or has consulted with an attorney before executing this Agreement.

(a) Acknowledgments/Time to Consider. Team Member acknowledges and agrees that (a) Team Member has read and understands the terms of this Agreement; (b) Team Member has been advised in writing to consult with an attorney before executing this Agreement; (c) Team Member has obtained and considered such legal counsel as Team Member deems necessary; (d) Team Member has been given twenty-one (21) days to consider whether or not to enter into this Agreement (although Team Member may elect not to use the full 21 day period at Team Member’s option); and (e) by signing this Agreement, Team Member acknowledges that Team Member does so freely, knowingly, and voluntarily.

(b) Preserved Rights of Team Member. This Agreement does not waive or release any rights or claims that Team Member may have under the Age Discrimination in Employment Act that arise after the execution of this Agreement. In addition, this Agreement does not prohibit Team Member from challenging the validity of this Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.

16. Full Defense. This Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Team Member in breach hereof.

17. Severability. In the event any provision of this Agreement shall be found unenforceable by an arbitrator or a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that Company shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby.

18. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the state of Washington.

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19. Binding on Successors. The parties agree that this Agreement shall be binding on, and inure to the benefit of, Company and its successors and/or assigns.

20. Entire Agreement; Modification. This Agreement, including the surviving provisions of Employment Agreement and the Confidentiality Agreement, herein incorporated by reference, together with the RSU Agreement, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. It is agreed that there are no collateral agreements or representations, written or oral, regarding the terms and conditions of Team Member’s separation of employment with Company and settlement of all claims between the parties other than those set forth in this Agreement. This Agreement may be amended only by a written instrument executed by all parties hereto.

21. Good Faith. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement.

THE PARTIES TO THIS CONFIDENTIAL AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

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Dated: ___________________________

By: ___________________________

[Executive Officer]

Trupanion Managers USA, Inc.

Dated: ___________________________

By: ___________________________

Name:

Its:

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XML

Cover Page Document	Mar. 29, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 29, 2023
Entity Registrant Name	TRUPANION, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36537
Entity Tax Identification Number	83-0480694
Entity Address, Address Line One	6100 4th Avenue S, Suite 400
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98108
City Area Code	855
Local Phone Number	727 - 9079
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0001371285
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	TRUP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false