APCO Holdings, LLC v. Stephen Brandon Malicoate

IN THE DISTRICT COURT OF CANADIAN COUNTY STATE OF OKLAHOMA APCO HOLDINGS, LLC, Plaintiff, v. STEPHEN BRANDON MALICOATE, Defendant. PLAINTIFF’S ORIGINAL PETITION Plaintiff APCO Holdings, LLC (“APCO”) files this Original Petition against Stephen Brandon Malicoate (“Malicoate”), and states: PARTIES 1. APCO. Plaintiff APCO Holdings, LLC is a Delaware limited liability company with its principal place of business in Georgia. 2. Malicoate. Defendant, Brandon Malicoate, is an individual who resides at 621 Lainey Lane, Yukon, Oklahoma 73099. He may be served at his residence address above. VENUE 3. Venue. Venue is proper in this county pursuant to 12 OK Stat §1653 because Canadian County, Oklahoma is Malicoate’s residence, and he may be served there. FACTS 4. APCO’s Business. At all times relevant to this lawsuit, APCO has operated in several states, including Oklahoma. APCO is a leading provider of finance and insurance products to the automotive industry. APCO’s products and services include acting as a provider and/or administrator for vehicle service contracts, GAP Waivers, Product Limited Warranties, Limited Warranties, and other ancillary products. 5. APCO’s Confidential Information. As part of its business, and through the expenditure of its time and resources, APCO has developed and acquired extensive confidential information that it provides to salespeople. This information includes such things as training materials, pricing information, information regarding the sourcing and characteristics of its exclusive and proprietary products, customer lists, and installation methods (collectively, the “Confidential Information”). This information is closely guarded and carefully maintained, and APCO has engaged in efforts that are reasonable under the circumstances to maintain the confidentiality and secrecy of its Confidential Information, including its pricing and exclusive product information. 6. Malicoate’s Employment with APCO. Malicoate was originally employed by an agency (Assurance Marketing, Inc.) as of January 1, 2013, which was subsequently purchased by National Auto Care Corporation. Accordingly, he became a National Auto Care employee as of October 5, 2020. National Auto Care Corporation was acquired by APCO on January 3, 2023, and he became an employee of APCO as an Area Director. As an Area Director, Malicoate’s job responsibilities included, but were not limited to, recruiting, training and managing facility managers and their teams, fostering strong customer relationships, identifying areas for expansion, and managing and monitoring budgets, expenses and overall financial performance. 7. Malicoate Obtains APCO’s Confidential Information. Immediately after and continuously during Malicoate’s employment with APCO, he was provided confidential information, including (1) training regarding APCO’s proprietary procedures; (2) target lists of actual and potential customers; (3) information regarding APCO’s pricing; and (4) access to detailed information regarding APCO’s exclusive and proprietary products. Malicoate also used confidential information to establish and develop relationships with actual and prospective customers of APCO. Because of the importance and value of this confidential information and relationships, as a condition of his employment and access to the information, Malicoate entered into agreements to preserve that confidentiality and prevent Malicoate from competing with APCO in the geographic area where he worked. 8. Malicoate’s Noncompete Agreement. In conjunction with his employment, Malicoate signed an Agreement (the “Agreement”), which contained both Confidentiality and Non-Competition/Non-Solicitation provisions, as follows: 5. Confidentiality. You acknowledge that during your employment and as a result of your past, present and future relationship with the Company and its predecessors, you have obtained and will obtain knowledge of, and have been given and will be given access to, and information concerning APCO, including, but not limited to, information regarding the business, operations, services, proposed services, business processes, business and marketing strategies, advertising, marketing and promotional plans and materials, pricing strategies and policies, financial information, stockholders and other trade secrets, confidential information and proprietary material of APCO, including information and material originated, discovered or developed in whole or in part by you (collectively referred to herein as “Confidential Information”). The term “Confidential Information” does not include any information which (i) at the time of disclosure is generally available to the public (other than as a result of a disclosure by you in breach of this Agreement), or (ii) was available to you on a non-confidential basis from a source (other than APCO or its representatives) that is not and was not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation. You agree that during your employment with the Company and, to the fullest extent permitted by law, thereafter, you will, in a fiduciary capacity for the benefit of APCO, hold all Confidential Information strictly in confidence and will not directly or indirectly reveal, report, disclose, publish or transfer any of such Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except in furtherance of your employment under this Agreement and except to the extent that you may be required by law to disclose any Confidential Information. You acknowledge that the Company is providing you additional Confidential Information that you were not given prior to execution of this Agreement, as further consideration to you for executing this Agreement, including the promises and covenants made by you in this Section 5. (a) Nothing contained herein shall prohibit or restrict you (or your attorney) from responding to any inquiry by any governmental entity or regulatory organization, or shall be interpreted so as to impede you (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or from making other disclosures under the whistleblower provisions of federal law or regulation or from engaging in protected speech under the National Labor Relations Act, or applicable state law. You do not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that such reports or disclosures have been made. (b) In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement prohibits you from, or will expose you to criminal or civil liability under federal or state trade secret law for (A) filing a charge or complaint with, communicating with, participating in any investigation or proceeding that may be conducted by, or otherwise directly or indirectly sharing any APCO trade secrets or other Confidential Information (except information protected by any of APCO’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company, or (B) disclosing trade secrets in a complaint or other documents filed in connection with a legal claim, provided that the filing is made under seal. 6. Non-Competition; Non-Solicitation. In further consideration of your employment with the Company and access to the Company’s Confidential Information, you acknowledge that during the course of your employment, you will become familiar with practices, policies, rates, customer lists, and other Confidential Information or trade secrets belonging to APCO and that your services have been and will continue to be of special, unique and extraordinary value to the Company. Therefore, you agree that during your employment with the Company and for a period of 12 months after the date of termination of your employment with the Company (the “Restricted Period”), you will not, directly or indirectly, for yourself or on behalf of any other person, without the prior written consent of the Company, in each instance in its sole discretion, do any of the following: (a) Engage or participate, directly or indirectly, as a partner, owner, investor, stockholder, principal, agent, officer, director, employee, technical advisor, lender, trustee, beneficiary, consultant or otherwise, anywhere in the United States in a Competing Business; provided, however, that passive ownership of less than 1% of the outstanding stock of any publicly traded corporation will not be deemed to be engagement in a Restricted Business; (b) Solicit, accept, call on, divert, take away, influence, induce or attempt to do any of the foregoing with respect to APCO’S direct or indirect customers or prospective customers (wherever located), including agents, dealers, credit unions or other direct or indirect members of any distribution channels, in each case, in order to enter into any relationship in competition with APCO; (c) Solicit, accept, call on, market to, influence, induce or attempt to do any of the foregoing with respect to APCO’S direct or indirect customers or prospective customers (wherever located), including agents, dealers, credit unions or other direct or indirect members of any distribution channels, in each case, in order to enter into any relationship with any other company, entity, person, or business other than APCO without prior written approval of APCO’S CEO to do so, whether or not the intended offering would be in direct competition with APCO or not; (d) Solicit, direct or influence any of the suppliers, vendors, service providers, agents, distributors, dealers, underwriters, referral sources, finders, attorneys, personnel and others having direct or indirect business relations with APCO, or attempt to do any of the foregoing, in each case, in order to enter into any relationship in competition with APCO; or (e) (A) solicit, call on, divert, influence, induce or attempt to do any of the foregoing with respect to any of the employees or independent contractors of APCO to leave the employ or engagement of APCO; (B) hire or attempt to hire any of the employees or independent contractors of APCO employed or engaged by APCO or (C) attempt to influence or induce any such employee or independent contractor to terminate or modify any contract, arrangement or relationship with APCO; provided, however, that you will not be prohibited from (1) engaging in general solicitations to the public or general advertising not targeted at the employees or independent contractors of APCO, or (2) employing or engaging any former employee or independent contractor of APCO, as long as such individual’s cessation of employment or services from APCO was not the direct or indirect result of your breach of this paragraph. (f) For purposes hereof “Competing Business” means any person or entity that competes (including but not limited to providing the same or similar services or products as provided by the Company), or is preparing to compete, with any of the products or services developed, provided, offered or sold by the Company [Agreement ¶¶ 5 & 6.]¹ 9. Choice of Law. Additionally, the Agreement contains the following choice of law provision: ¹ The Agreement is attached as Exhibit A. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice of law or conflict provision or rule (whether of such state or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. [Agreement ¶ 17.] 10. Malicoate’s Termination. On October 22, 2024, APCO terminated Malicoate for violating its policies. 11. Malicoate’s Violations of His Agreement. APCO has learned that Malicoate has violated his Agreement. Specifically, but without limitation, Malicoate has met Sabih Kalidy, owner of Kalidy Kia and a customer of APCO, in Edmond, Oklahoma where, upon information and belief, he discussed APCO’s fee structure and is actively competing against APCO in violation of his Agreement. Additionally, upon information and belief, Malicoate has approached and is doing business with the Vance automobile dealerships, which are also customers of APCO, in violation of his Agreement. 12. Breach of Contract. Malicoate’s conduct described above, together with any conduct further established through discovery, constitutes a breach of his Agreement with APCO. In addition, APCO has made a demand that Malicoate comply with his Agreement. APCO is therefore entitled to a monetary award against Malicoate for actual damages proximately caused by his breach of Agreement. Furthermore, APCO is entitled to its reasonable and necessary attorneys’ fees in prosecuting these claims. 13. **Conditions Precedent.** APCO has performed all conditions precedent to recovery herein or all such conditions precedent are excused by the doctrines of waiver, estoppel, laches, or unclean hands. 14. **Damages.** The damages sought are within the jurisdictional limits of the Court. **RELIEF REQUESTED** 15. **Prayer.** APCO respectfully requests the following relief: a. That Malicoate be served with process and be required to answer in the time and manner prescribed by law; b. That the Court award monetary damages against Malicoate as requested above; c. That APCO recover pre- and post-judgment interest, reasonable and necessary attorneys’ fees and costs of court; and d. That APCO have such other and further relief, general and special, at law and in equity, to which it may show itself justly entitled. Respectfully submitted, [signature] By: ________________________________ Christopher A. Barrow, OBA #20027 [email protected] **BARROW & GRIMM, PC** 110 West 7th Street, Suite 900 Tulsa, OK 74119 Tel: 918.584.1600 Fax: 918.585.2444 Andrew G. Jubinsky, pro hac vice to be filed Texas Bar No. 11043000 [email protected] Bill E. Davidoff, pro hac vice to be filed Texas Bar No. 00790565 [email protected] FIGARI & DAVENPORT, LLP 901 Main Street, Suite 3400 Dallas, TX 75202 Tel: 214.939.2000 Fax: 214.939.2090 ATTORNEYS FOR PLAINTIFF June 25, 2024 Via Email Re: Probationary Period Notice Dear Brandon, APCO has concluded its investigation into your establishment of a company called CC Max, which investigation included findings of CC Max’s marketing and sale of non-APCO products to APCO dealers. Our investigation revealed that APCO resources were used in the operation of CC Max, including personnel, computer hardware, software, and systems. Our investigation also revealed that APCO dealer customers were solicited to purchase and resell the CC Max offerings. These actions are in direct violation of the Incentive Common Unit Grant Agreement dated April 13, 2023, and signed by you, and APCO’s Employee Handbook. Effective immediately, you are placed on probationary status in your position as Area Director at APCO. This probationary period will be in effect from June 25, 2024, through December 31, 2024. During this probationary period, your performance and conduct will be under review to assess your suitability for continued employment in this role. The probationary period gives you an opportunity to demonstrate your abilities and skills in meeting the company's expectations. As a condition of maintaining your employment with APCO, you are required to complete the following: • Disclose original and current ownership of CC Max and provide written proof of same; • Fully divest any personal interest in CC Max and provide written proof of same; • Disclose in writing all marketing, promotion, and interaction conducted with any APCO dealer customer about CC Max, the CC Max products, and associated offerings; • Disclose in writing all CC Max client and potential client information, including a complete list of APCO client dealers currently offering CC Max products; and • Execute a revised employment agreement, a copy of which will be provided with this letter. You are further required to refrain from discussing or disclosing any details related to this investigation during this decision period. This includes discussions with APCO employees, customers, clients, or any external parties. Your cooperation in maintaining confidentiality is crucial to ensuring the integrity and fairness of the process. We encourage you to discuss any questions or concerns you may have regarding your probationary status with your immediate supervisor or the HR department, and to seek outside professional advice. Your continued employment with APCO is conditioned upon our receipt of the written documents listed above on or before July 1, 2024. Regards, Yahaira Calero VP, Human Resources APCO Holdings, LLC June 25, 2024 Brandon Malicoate 621 Lainey Ln Yukon, OK 73099 Dear Brandon: We are pleased to confirm the continuation of our employment relationship with you with the APCO Family Companies. As a valued member of our team, we are committed to ensuring that your employment terms are clearly defined and mutually beneficial. This letter serves as an updated agreement outlining the terms and conditions of your continued employment with us. 1. Job Position. The Company employs you and you accept employment as Area Director for the Company. You will continue to be a full-time employee and perform duties and responsibilities that are reasonable and consistent with such position as may be assigned to you from time to time. You will report directly to Darren Merchant. You agree to devote your full business time and best efforts to the performance of your duties and to the furtherance of the Company’s interests during your employment. 2. Compensation. During your employment with the Company, as compensation for all services performed by you, the Company will pay you a base salary initially at the rate of $140,000.16. Your existing Commission plan with the Company will remain in effect. Compensation is payable in accordance with the regular payroll practices of the Company, subject to change from time to time as determined by the Company. 3. Bonus. You will be eligible for other bonuses that the Company may from time to time determine. 4. At-Will Employment. Your employment is on an at-will basis, meaning that either the Company or you may terminate the employment relationship at any time, for any or no reason. 5. Confidentiality. You acknowledge that during your employment and as a result of your past, present and future relationship with the Company and its predecessors, you have obtained and will obtain knowledge of, and have been given and will be given access to, and information concerning APCO, including, but not limited to, information regarding the business, operations, services, proposed services, business processes, business and marketing strategies, advertising, marketing and promotional plans and materials, pricing strategies and policies, financial information, stockholders and other trade secrets, confidential information and proprietary material of APCO, including information and material originated, discovered or developed in whole or in part by you (collectively referred to herein as “Confidential Information”). The term “Confidential Information” does not include any information which (i) at the time of disclosure is generally available to the public (other than as a result of a disclosure by you in breach of this Agreement), or (ii) was available to you on a non-confidential basis from a source (other than APCO or its representatives) that is not and was not prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation. You agree that during your employment with the Company and, to the fullest extent permitted by law, thereafter, you will, in a fiduciary capacity for the benefit of APCO, hold all Confidential Information strictly in confidence and will not directly or indirectly reveal, report, disclose, publish or transfer any of such Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except in furtherance of your employment under this Agreement and except to the extent that you may be required by law to disclose any Confidential Information. You acknowledge that the Company is providing you additional Confidential Information that you were not given prior to execution of this Agreement, as further consideration to you for executing this Agreement, including the promises and covenants made by you in this Section 5. (a) Nothing contained herein shall prohibit or restrict you (or your attorney) from responding to any inquiry by any governmental entity or regulatory organization, or shall be interpreted so as to impede you (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or from making other disclosures under the whistleblower provisions of federal law or regulation or from engaging in protected speech under the National Labor Relations Act, or applicable state law. You do not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that such reports or disclosures have been made. (b) In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement prohibits you from, or will expose you to criminal or civil liability under federal or state trade secret law for (A) filing a charge or complaint with, communicating with, participating in any investigation or proceeding that may be conducted by, or otherwise directly or indirectly sharing any APCO trade secrets or other Confidential Information (except information protected by any of APCO’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company, or (B) disclosing trade secrets in a complaint or other documents filed in connection with a legal claim, provided that the filing is made under seal. 6. Non-Competition; Non-Solicitation. In further consideration of your employment with the Company and access to the Company’s Confidential Information, you acknowledge that during the course of your employment, you will become familiar with practices, policies, rates, customer lists, and other Confidential Information or trade secrets belonging to APCO and that your services have been and will continue to be of special, unique and extraordinary value to the Company. Therefore, you agree that during your employment with the Company and for a period of 12 months after the date of termination of your employment with the Company (the “Restricted Period”), you will not, directly or indirectly, for yourself or on behalf of any other person, without the prior written consent of the Company, in each instance in its sole discretion, do any of the following: (a) Engage or participate, directly or indirectly, as a partner, owner, investor, stockholder, principal, agent, officer, director, employee, technical advisor, lender, trustee, beneficiary, consultant or otherwise, anywhere in the United States in a Competing Business; provided, however, that passive ownership of less than 1% of the outstanding stock of any publicly traded corporation will not be deemed to be engagement in a Restricted Business; (b) Solicit, accept, call on, divert, take away, influence, induce or attempt to do any of the foregoing with respect to APCO’S direct or indirect customers or prospective customers (wherever located), including agents, dealers, credit unions or other direct or indirect members of any distribution channels, in each case, in order to enter into any relationship in competition with APCO; (c) Solicit, accept, call on, market to, influence, induce or attempt to do any of the foregoing with respect to APCO’S direct or indirect customers or prospective customers (wherever located), including agents, dealers, credit unions or other direct or indirect members of any distribution channels, in each case, in order to enter into any relationship with any other company, entity, person, or business other than APCO without prior written approval of APCO’S CEO to do so, whether or not the intended offering would be in direct competition with APCO or not; (d) Solicit, direct or influence any of the suppliers, vendors, service providers, agents, distributors, dealers, underwriters, referral sources, finders, attorneys, personnel and others having direct or indirect business relations with APCO, or attempt to do any of the foregoing, in each case, in order to enter into any relationship in competition with APCO; or (e) (A) solicit, call on, divert, influence, induce or attempt to do any of the foregoing with respect to any of the employees or independent contractors of APCO to leave the employ or engagement of APCO; (B) hire or attempt to hire any of the employees or independent contractors of APCO employed or engaged by APCO or (C) attempt to influence or induce any such employee or independent contractor to terminate or modify any contract, arrangement or relationship with APCO; provided, however, that you will not be prohibited from (1) engaging in general solicitations to the public or general advertising not targeted at the employees or independent contractors of APCO, or (2) employing or engaging any former employee or independent contractor of APCO, as long as such individual’s cessation of employment or services from APCO was not the direct or indirect result of your breach of this paragraph. (f) For purposes hereof “Competing Business” means any person or entity that competes (including but not limited to providing the same or similar services or products as provided by the Company), or is preparing to compete, with any of the products or services developed, provided, offered or sold by the Company 7. Inventions. You agree to promptly and fully disclose in writing to the Company, and will hold in trust for the Company’s sole right and benefit, any Invention that you make, author or conceive during your employment with the Company. You will keep accurate, complete, and timely records for all Inventions. The records will be the Company’s property. You hereby assign the Company all of your right, title, and interest in and to all Inventions and, upon the Company’s request, you will execute, verify, and deliver to the Company such documents, including without limitation, assignments and patent applications, and will perform such other acts, including, without limitation, appearing as a witness in any action brought in connection with this Agreement that are necessary to enable the Company to obtain the sole right, title, and benefit to all Inventions. You agree, and are hereby notified, that the above agreement to assign Inventions to the Company does not apply to any Intellectual Property created by you entirely on your own time and that is not an “employment invention,” as that term is defined by Utah Code § 34-39-2. (a) “Inventions”, as used in this Agreement, means any invention, discovery, improvement, idea (whether or not it is in writing or reduced to practice) or work of authorship (whether or not it can be patented or copyrighted) that you make, author, or conceive (either alone or with others) and that both: (i) results from any work you perform for APCO; and (ii) relates in any way to APCO’s business, products or services, past, present, anticipated or under development. 8. Return of Property. You expressly acknowledge that all physical property, data, books, records and other Confidential Information of APCO obtained in connection with the Company's business is the exclusive property of the Company and that upon the termination of your employment by the Company, you will immediately surrender and return to the Company all such items and all other property belonging to the Company then in your possession, and you will not make or retain any copies thereof. 9. Remedies. You acknowledge that a violation of this Agreement would have a materially detrimental effect upon the Company, the monetary loss from which would be difficult, if not impossible, to measure. If you breach or threaten to breach any term of this Agreement, the Company will be entitled as a matter of right to injunctive relief and reasonable attorneys' fees, costs, and expenses associated with enforcing this Agreement, in addition to any other remedies available at law or equity. You waive any right you may have to a jury trial to determine the Company’s right to recover attorneys’ fees and costs under this Agreement, or to determine the reasonableness of those attorneys’ fees and costs. Nothing in this Agreement will limit the Company’s remedies under any applicable Uniform Trade Secrets Act or elsewhere. 10. Tolling. In the event that you violate any of the provisions of this Agreement, the obligations contained in those provisions will be extended to run to their full extent, from the date on which you ceased to be in violation of any such provision. 11. Unconditional Obligations. Your obligations to perform pursuant to the terms of this Agreement are unconditional and do not depend on the performance or nonperformance of any agreements, duties or obligations between the Company and you not specifically contained in this Agreement. 12. No Conflicting Obligations/Others’ Confidential Information. You represent and warrant to the Company that you are not under, or bound to be under in the future, any obligation to any person or entity that is or would be inconsistent or conflict with your duties or responsibilities with the Company, including but not limited to any duties owed to any former employers not to compete. If you possesses any information that you know or should know is considered by any former employer of yours to be confidential, trade secret, or otherwise proprietary, you will not disclose the information to the Company or use the information to benefit the Company in any way. 13. Survival of Provisions. This Agreement and your obligations herein, will survive termination of your employment with the Company for any reason, whether voluntary or involuntary. 14. Severability. If a court rules that any part of this Agreement is not enforceable, the court will modify that part to make it enforceable to the maximum extent possible. If the part cannot be so modified, that part will be severed and the other parts of the Agreement will remain enforceable. 15. Nonwaiver. The Company’s delay or inaction in not enforcing a breach of any part of this Agreement will not prevent the Company from enforcing the Agreement as to the breach or any other breach of the Agreement. No waiver of this Agreement will be binding upon the Company unless agreed to in writing signed by an officer of the Company. 16. Assignment. This Agreement will be assignable by the Company and the terms of this Agreement automatically will inure to the benefit of the Company and its successors and assigns. Your rights and obligations under this Agreement will not be assignable to others. 17. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice of law or conflict provision or rule (whether of such state or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. 18. Understandings. You acknowledge and agree that (A) you have carefully considered the restrictions contained in this Agreement and determined that they are reasonable; (B) the restrictions in this Agreement will not unduly restrict you in securing other suitable employment in the event of termination from the Company; (C) nothing in this Agreement will be construed as creating an employment contract for any specified term between you and the Company; and (D) your employment relationship with the Company is at-will, meaning that you have the right at any time to terminate your employment for any reason, with or without cause and with or without prior notice, and the Company has the same right. 19. Notification. By signing below, you agree to notify prospective employers of the terms of this Agreement and your obligations hereunder. You further authorize the Company to notify third parties (including, but not limited to, the Company’s competitors and customers) of the terms of this Agreement and your obligations hereunder. 20. Counterparts. This Agreement may be executed in counterparts, including by facsimile or electronic transmission, each of which will be deemed an original and all of which will constitute one instrument. 21. Full Agreement. This Agreement incorporates the entire understanding between you and the Company as to its subject matter. This Agreement may not be canceled, modified, or otherwise changed except by another written agreement signed by an authorized representative of the Company and you. The terms of your employment may in the future be amended as deemed appropriate by the Company upon notice to you. If these terms are agreeable to you, please sign and date the letter below. I look forward to working with you during your career at APCO Holdings. Sincerely, Kristi Whitaker Kristi Whitaker Director, HR Operations I accept APCO’s offer of “at-will” employment and acknowledge that no oral commitments have been made concerning my employment. I agree to the terms contained in this Agreement, and any other agreement that is applicable to my employment and that will govern my employment relationship with APCO along with APCO policies and procedures. Name: ____________________________ Date: 6/27/2024 cc: Personnel File