GEVForm 10K 2024-EX10.30

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Exhibit 10.30

Notice to Executive: This is a legal document. You are advised to consult with an

attorney prior to signing this Agreement.

TRANSITION & SEPARATION AGREEMENT & RELEASE

This is a Separation Agreement and Release (the “Agreement”) between GE Vernova

Inc. (the “Company”) and Rachel Gonzalez (the “Executive”) and is made as of January 31,

2025 (the “Signing Date”).

1.Separation Date and Transition Period.

a.Separation Date. Executive will continue to serve in employment with the

Company in her current capacities as General Counsel and Secretary of the

Company through the close of business on May 16, 2025 or such earlier date as

may be determined by the Executive and/or the Company (as applicable, the

“Separation Date”).

b.Transition Period. The period between the Signing Date and the Separation Date

will be a transition period (the “Transition Period”), during which the Company

will pay the Executive her regular base salary and benefits and during which

Executive will continue to have ordinary duties and responsibilities of General

Counsel and Secretary, as agreed between Executive and the Company’s Chief

Executive Officer (“CEO”). The Executive shall cease to serve as the Company’s

General Counsel and Secretary concurrent with the Separation Date. If, prior to

May 16, 2025, the Company terminates the Executive’s employment for Cause

(as defined in the Executive’s offer letter dated February 27, 2023 (the “Offer

Letter”) or the Executive elects to resign the Executive’s employment for any

reason (other than following a material breach of this Agreement by the Company

which is not promptly cured by the Company (a “Company Breach”)), the

Executive will not be eligible to receive the Severance Benefits (as defined

below) or any salary payments, benefits, or other compensation from the

Company following the Executive’s last day of employment except to the extent

set forth in Section 2 below. However, if the Executive remains employed

through May 16, 2025, or if, prior to May 16, 2025, the Company terminates the

Executive’s employment without Cause or if the Executive resigns following a

Company Breach or in the event of the Executive’s death or Disability (each, a

“Qualifying Separation”), and provided that the Executive timely enters into this

Agreement and the Supplemental Release (as defined below), the Company will

pay or provide the Executive with the Severance Benefits. “Disability” for

purposes of this Agreement shall mean a physical or mental illness or disability

that, in the Company’s determination that is made in good faith, prevents the

Executive from performing the duties of the Executive’s position for a period of

more than any three (3) consecutive months or for periods aggregating more than

twenty-six (26) weeks. The Executive hereby resigns, effective as of the

Separation Date, from any and all positions that the Executive holds as an officer

of the Company, and agrees that the Executive will execute and deliver any and

all documents requested of the Executive that are reasonably necessary to

effectuate such resignation(s). During the Transition period through the

Separation Date, the Executive shall continue to be indemnified for her services

on behalf of the Company on the same basis that she was covered immediately

prior to the execution of this Agreement and she shall continue to be covered

under the applicable directors’ and officers’ liability insurance policies procured

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by the Company on the same basis that she was covered prior to the execution of

this Agreement.

2.Payments/Benefits. Regardless of whether the Executive enters into this Agreement and/

or the Supplemental Release and Noncompetition Agreement attached as Exhibit A (the

“Supplemental Release”), the Executive will be eligible for the following:

a.Final Wages. On the Separation Date, the Executive will receive payment for the

Executive’s final wages accrued through the Executive’s last day of employment,

including without limitation, payment for unused or accrued paid time off and any

expenses that have been properly submitted by the Executive in accordance with

Company policy and which remain unreimbursed as of the Separation Date.

b.COBRA Continuation. The Executive may, if eligible, elect to continue receiving

group medical insurance pursuant to the “COBRA” law, in which event, except as

explicitly set forth in Section 3(b), all applicable premium costs for COBRA shall

be paid by the Executive, on a monthly basis for as long as, and to the extent that,

the Executive remains eligible for COBRA continuation.

c.Equity. The treatment of any outstanding stock options, restricted stock units, and

performance stock units shall be determined by the terms of the applicable award

agreement and applicable equity plans.

d.Other Benefits. Any other benefits for which the Executive is or may be eligible

will be treated in accordance with their current terms.

For the avoidance of doubt, if the Executive does not enter into this Agreement and/or the

Supplemental Release, the Company shall pay the Executive twelve months of severance

pay in a lump sum pursuant to the terms of her Offer Letter, as such Offer Letter may be

amended in writing by the Company and the Executive from time to time.

3.Consideration. In the event of a Qualifying Separation only, and subject to the Executive

having timely signed and returned this Agreement and the Supplemental Release and not

having timely revoked either (as described below), the Company will provide the

Executive with the following severance benefits (the “Severance Benefits”):

a.Severance Pay. The Company will pay the Executive a lump sum payment equal

to eighteen (18) months of the Executive’s current base salary. Accordingly, the

Executive’s lump sum payment shall equal $1,350,000, less applicable taxes and

withholdings, and shall be paid, subject to Section 15, within 60 days of the

Executive’s Separation Date or such later date as is required pursuant to Section

409A of the Internal Revenue Code and the guidance issued thereunder.

b.Health Benefits. Following the Separation Date, if the Executive is eligible for

and timely elects COBRA health care continuation coverage for medical, dental,

and/or vision, her cost for medical, dental, and/or vision COBRA coverage for

eighteen months after the Separation Date will be the same amount as if she had

remained actively employed (i.e., will be subsidized by the Company). The

Executive must pay the applicable cost for COBRA coverage directly to the

COBRA Administrator following the Separation Date. Except as otherwise

provided in this “Health Benefits” paragraph, the Company’s regular COBRA

rules and procedures will apply.

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c.Prorated 2025 Bonus. The Executive shall be eligible to receive a bonus for 2025

based on Company performance (and any individual subjective performance goals

shall be treated as being achieved at not less than target), prorated based on the

Executive’s period of employment during 2025 and paid, subject to Section 15, in

accordance with the terms of the Annual Executive Plan and the policies and

procedures thereunder, or on such later date as is required pursuant to Section

409A of the Internal Revenue Code and the guidance issued thereunder.

d.Equity. The Company’s Compensation and Human Capital Committee has

determined that the Executive is eligible to participate in the Company’s LTI

good leaver program (the “LTI Program”), such that, in accordance with and

subject to the terms of the LTI Program, a pro-rata portion (the “Pro-Rated

Amount”) of each outstanding equity award over the Company’s common stock

held by the Executive on the Separation Date, which award has not been

internally designated as a “Founders Grant” and which award has been held by the

Executive, as of the Separation Date, for at least one (1) year from the applicable

date of grant thereof, shall remain outstanding and shall continue to vest, in

substantially equal amounts, over the remaining vesting schedule of the award,

subject to the Executive’s continued compliance in all material respects with the

terms of this Agreement. The Pro-Rated Amount shall be determined using the

following formula (the “Pro-Ration Formula”):

(a) divided by (b) multiplied by (c) minus (d), where:

(a)is number of the days the Executive was employed during the

award’s aggregate vesting period;

(b)is the total number of days in the award’s aggregate vesting period;

(c)is the total number of shares originally subject to the award; and

(d)is the number of shares subject to the award that have already vested.

Any equity award that was granted subject to both performance-based and

service-based vesting and for which performance has already been measured,

including, for the avoidance of doubt, any such equity award granted by General

Electric Company (“GE”) and assumed by the Company, shall be treated as

described above. However, with respect to equity awards that are subject to both

performance-based and service-based vesting and for which performance has not

yet been measured, the Pro-Ration Formula shall apply to the lesser of the number

of shares issuable upon target level of performance and actual performance. In

addition, notwithstanding anything to the contrary in the applicable award

agreement, the Pro-Rated Amount of each outstanding stock option held by the

Executive shall remain exercisable until the applicable original option expiration

date (as set forth in the applicable option award agreement).

For the avoidance of doubt, (i) no portion of any Founders Grant shall be pro-

rated and (ii) each outstanding award other than the Pro-Rated Amount thereof

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shall be governed by the terms and conditions of the applicable award agreement

as in effect on the date hereof (as modified by this Agreement).

e.Relocation Reimbursement. The Company will reimburse the Executive for her

expenses reasonably incurred in relocating from Cambridge, Massachusetts to the

State of Washington (or such other location that she determines) in an amount not

to exceed $150,000. The reimbursement will be provided for all such incurred

expenses, including, without limitation, moving household furnishing and goods

and automobiles and real estate brokerage and other related expenses with respect

to her current and future residences. Any and all expenses subject to

reimbursement under this provision shall be substantiated in accordance with

Company policy and shall be made or provided in accordance with the

requirements of Section 409A to the extent that such reimbursements or in-kind

benefits are subject to Section 409A, including, where applicable, the

requirements that (i) any reimbursement is for expenses incurred during the

Executive’s lifetime, (ii) the amount of expenses eligible for reimbursement

during a calendar year may not affect the expenses eligible for reimbursement in

any other calendar year, (iii) the reimbursement of an eligible expense will be

made on or before the last day of the calendar year following the year in which

the expense is incurred and (iv) the right to reimbursement is not subject to set off

or liquidation or exchange for any other benefit.

The Executive will not be eligible for, nor shall the Executive have a right to receive, any

payments or benefits from GE or the Company following the Separation Date other than as set

forth in Sections 2 and 3. By signing this Agreement, the Executive expressly acknowledges that

the Severance Benefits referenced herein shall supersede any severance benefits referenced in

any other agreement by and between the Executive and GE or the Company or any severance

plan or policy, including without limitation, in the Offer Letter and the Annual Executive

Incentive Plan.

4.Executive Acknowledgments and Representations. The Executive acknowledges,

represents and agrees:

a.Sufficiency of Consideration. The Executive agrees that the Executive’s

opportunity to continue to remain employed during the Transition Period and

eligibility for the Severance Benefits are sufficient consideration for this

Agreement and the Supplemental Release.

b.Taxes & Withholdings. All payments and benefits received under this Agreement

are subject to applicable taxes and withholdings. The Executive understands that,

in certain circumstances, the withholding taxes on some or all of such payments or

benefits may come due before such payments or benefits are paid, settled or

received by the Executive.

c.Time to Review & Revoke. The Executive has 21 days to consider this

Agreement and the Supplemental Release and her waiver of rights under the Age

Discrimination in Employment Act, as amended, before signing them, and can

revoke this Agreement and the Supplemental Release within 7 business days after

signing each document by sending written notice of that revocation to her HR

Executive (“HRE”) (the day following the revocation period of each document is

the “Effective Date” of each document). The Executive also agrees that the

Company hereby advises her to consult with an attorney of her choice before

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signing this Agreement. The Executive understands and agrees that by entering

into this Agreement, the Executive is waiving any and all rights or claims she

might have under the Age Discrimination in Employment Act, as amended by the

Older Workers Benefit Protection Act, and that she has received consideration

beyond that to which she was previously entitled.

d.Disclosure of Past and Present Claims. Other than to the extent that this provision

is inconsistent with the activities permitted by the “Release of Claims,”

“Providing Information to Government Agencies and Other Protected Activity”

and the “Disclosure of Underlying Incidents” Sections of this Agreement

(collectively, the “Permitted Disclosures”), the Executive is not aware of (or has

already disclosed to the Company) any conduct by the Company or any of the

Releasees that she has any reason to believe violates or may violate any domestic

or foreign law or regulation or Company policy.

e.Alternative Dispute Resolution. The Executive agrees that the Solutions

Alternative Dispute Resolution (“ADR”) Agreement previously entered into (if

any) between the Executive and the Company (the “Company ADR”) remains in

effect. The Executive further agrees to submit to the Company ADR any claims

not released by this Agreement and covered by the Company ADR, or any claims

that arise after the date the Executive signs this Agreement, to the maximum

extent permitted by law, including but not limited to, disputes about the

Agreement itself; provided, however, that nothing in this arbitration provision is

intended to prevent the Executive or the Company from filing with a civil court of

competent jurisdiction a request for injunctive relief or obtaining such relief from

a civil court of competent jurisdiction if the award to which such party might

obtain in arbitration may be rendered ineffectual without provisional relief. The

Executive may ask her Company HRE for another copy of the Company ADR

document.

f.Company’s Reliance on Executive Representations. The Executive understands

that the Company is relying on the Executive’s representations and obligations

contained in this Agreement, including but not limited to her Release of Claims in

Section 5 (the “Release of Claims”) and the Supplemental Release.

g.No Claims of Discrimination/Retaliation/Sexual Harassment/Abuse. The

Executive acknowledges that none of the payments set forth in this Agreement are

related to claims raised alleging discrimination, harassment, sexual abuse or

retaliation.

5.Release of Claims.

a.In return for the consideration provided by this Agreement, including the

Executive’s continued employment with the Company through the Transition

Period and the Severance Benefits, the Executive, her heirs, assigns, and agents

waive and release all waivable claims of any kind (whether known or unknown,

and including those under the Age Discrimination in Employment Act (ADEA, as

amended)) that the Executive may have against the Releasees (defined below),

including without limitation any claims which arise from or relate to her

employment and/or the termination of her employment with the Company or its

affiliates. The released/waived claims include, but are not limited to, any and all

claims that the Releasees discriminated, harassed or retaliated against the

Executive on the basis of race, color, religion, national origin, sex (including

pregnancy), sexual orientation, gender identity/expression, age, disability, veteran

1 Including, without limitation, the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et

seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights

Act, Mass. Gen. Laws. ch. 93, § 102, Mass. Gen. Laws ch. 214, § 1C (Massachusetts right to be free from sexual

harassment law), the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen.

Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Parental Leave Act, Mass. Gen. Laws

ch. 149, § 105D, the Massachusetts Paid Family and Medical Leave Act, Mass. Gen. Laws ch. 175m, § 1, et seq., the

Massachusetts Earned Sick Time Law, Mass. Gen. Laws ch. 149, § 148c, and the Massachusetts Small Necessities

Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; and the Massachusetts Wage Act, Mass. Gen. Laws ch.

149, § 148 et seq., as amended (Massachusetts law regarding payment of wages and overtime), which includes any

rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused

vacation time.

2 Including, without limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans

With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. §

621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and

Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”),

29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive

Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income

Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended.

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status or other characteristic or activity protected by law, violated any Company

policies, procedures, covenants or express or implied contracts of any kind

(including, for the avoidance of doubt, the policies, procedures, covenants or

express or implied contracts of any kind of any past or present subsidiary,

affiliate or parent of the Company), violated any public policy, statutory or

common law (including tort), or are in any way obligated to pay her wages,

penalties, damages, expenses, costs or attorneys’ fees in relation to an alleged

violation of any waivable local, state1 or federal2 law; all common law claims

including, but not limited to, actions in defamation, intentional infliction of

emotional distress, misrepresentation, fraud, wrongful discharge, and breach of

contract (including, without limitation, and claims arising out of or related to the

Offer Letter); all state and federal whistleblower claims to the maximum extent

permitted by law; and any claim or damage arising out of the Executive’s

employment with and/or separation from the Company (including a claim for

retaliation) under any common law theory or any federal, state or local statute or

ordinance not expressly referenced herein.

Releasees include the Company, its past and present predecessors, successors and

assigns, and joint employers (including any professional employer organization

serving as an employer of record), all of their current and former direct and

indirect parents, affiliates, subsidiaries, divisions, and related business entities,

and, in their respective official capacities as such, all of their current and former

officers, directors, shareholders, employees, agents, representatives and employee

benefit programs (including the trustees, administrators, fiduciaries and insurers

of such programs). This Release does not waive any rights or claims that may

arise after the date the Executive executes this Agreement, or that cannot be

lawfully released. This Release does not modify or affect (i) any vested benefits

to which the Executive may be entitled under the terms of applicable Company

retirement plans or applicable law, (ii) any rights Executive has under this

Agreement, (iii) any rights to continued indemnification or coverage under

directors’ and officers’ liability insurance policies procured by the Company or its

subsidiaries or affiliates (subject to the terms, conditions, and limitations thereof) and

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(iv) Executive’s rights as an equity stakeholder or award holder in the Company.

Further, notwithstanding the foregoing, nothing in this Release or in this

Agreement shall be deemed to prohibit the Executive from filing a charge with, or

participating in any investigation or proceeding before, any local, state or federal

government agency, including, without limitation, the EEOC or a state or local

fair employment practices agency. The Executive retains the right to participate in

any such action but not the right to recover money damages or other individual

legal or equitable relief awarded by any such governmental agency, including any

payment, benefit, or attorneys’ fees, and hereby waives any right or claim to any

such relief; provided, however, that nothing herein shall bar or impede in any way

the Executive’s ability to seek or receive a monetary incentive award from any

governmental agency or regulatory authority in connection with information

provided to the governmental agency or regulatory authority.

The Executive agrees that by the later of (i) on, but not before, the Separation

Date; or (ii) 21 days after her receipt of this Agreement, she will enter into the

Supplemental Release covering the period from the Effective Date of this

Agreement to the Separation Date and agrees that her receipt of the Severance

Benefits will be contingent on her timely entering into the Supplemental Release.

b.In consideration for the Executive’s release of the Releasees, the Company, on

behalf of itself and its subsidiaries and affiliates, hereby waives and releases the

Executive from all waivable claims of any kind (whether known to the Company

or with respect to which the Company should reasonably be aware) that the

Company, its subsidiaries and affiliates may have against the Executive which

arise from or relate to her employment and/or the termination of her employment

with the Company, its subsidiaries or its affiliates; provided, however, that

notwithstanding the foregoing, nothing in this release (i) releases the Executive

from her continuing obligations or any other continuing obligations under the

terms of this Agreement, the Supplemental Release, or any other agreement

between the Executive and the Company or under the law, (ii) shall prevent the

Company from bringing claims to enforce this Agreement or any other agreement

between the Executive and the Company, or (iii) releases the Executive from any

claims arising out of or related to any embezzlement, fraudulent or criminal

conduct, willful misconduct or gross negligence by the Executive.

6.Providing Information to Government Agencies and Other Protected Activity.

a.Nothing in this Agreement, the Supplemental Release, or elsewhere shall prohibit

or restrict the Company or the Executive from lawfully filing a charge or

complaint with, initiating communications directly with, cooperating with,

providing information to, causing information to be provided to, testifying in or

otherwise assisting in an investigation by any governmental or regulatory agency,

entity, or official(s) (collectively, “Governmental Authorities”), including the

Equal Employment Opportunity Commission (the “EEOC”) or similar federal or

state employment practices agency, regarding a possible violation of any law, or

making any disclosures to the Securities and Exchange Commission (the “SEC”)

or other Governmental Authority or as may be protected under the whistleblower

provisions of any applicable law. Additionally, pursuant to the Defend Trade

Secrets Act of 2016, the Executive shall not be held criminally or civilly liable

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under any federal or state trade secret law for the disclosure of a trade secret that:

(a) is made (i) in confidence to a federal, state, or local government official, either

directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting

or investigating a suspected violation of law, or (b) is made to an attorney in

relation to a lawsuit for retaliation against the Executive for reporting a suspected

violation of law; or (c) is made in a complaint or other document filed in a lawsuit

or other proceeding, if such filing is made under seal. Nor does this Agreement

require the Executive to obtain prior authorization from the Company before

engaging in any conduct described in this Section, or to notify the Company that

the Executive has engaged in any such conduct.

Further, nothing in this Agreement limits the Executive’s right to receive and

retain an award from a government-administered whistleblower award program

for providing information directly to a Governmental Authority. However, the

Executive otherwise is waiving any right to recover monetary damages or any

other form of personal relief from the Releasees to the extent any such charge,

complaint, investigation or proceeding with Governmental Authorities asserts a

claim subject to the Release of Claims provision.

b.The Executive further understands that neither this Agreement nor the

Supplemental Release prohibits her from discussing her compensation or

restrictive covenants with others. Nothing in this Agreement or the Supplemental

Release prevents or restricts the Executive from speaking with an attorney retained

by the Executive or from filing or disclosing any facts necessary to receive

unemployment insurance, Medicaid, or other public benefits to which the

Executive may be entitled.

c.Notwithstanding the foregoing, the Executive understands that any and all

Covered Claims (as defined in the Company ADR procedure) or any Claims as

defined in Section 4(e) are subject to, and must be brought consistent with, the

terms of the Company ADR (see Section 4(e)).

7.Non-Disparagement. Except for Permitted Disclosures, the Executive agrees, subject to

any obligations she may have under applicable law, that she will not make or cause to be

made any statements or take any actions that disparage or in any way damage the

reputation of the Releasees or the Company or any of its affiliates, subsidiaries, agents,

officers, directors or employees. In consideration therefor, the Company shall not make

or cause to be made, and shall instruct its directors and senior executive officers not to

make or cause to be made, any statements or take any actions that disparage or in any

way damage the reputation of the Executive. Each party hereto may respond truthfully in

any dispute proceeding between such parties or to refute any false or incorrect statement

made by the other party hereto without being in violation of this Section 7.

8.Confidential Information. The Executive acknowledges that the Employee Innovation

and Proprietary Information Agreement (“EIPIA”) she signed will remain in full force

and effect and that, except for Permitted Disclosures (or as otherwise permitted by this

Agreement), the Executive will not disclose information to third parties in breach of the

EIPIA. The Executive represents that she has not and will not copy, transfer or take any

GE or Company Confidential Information to any external storage device, external

personal email or, except for Permitted Disclosures, disclose such information in any

other manner without written approval by the CEO or the HRE. GE or Company

Confidential Information includes but is not limited to documents and data containing

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work product that the Executive or others prepared for the Company or its affiliates

during her employment. Confidential Information does not include materials of a solely

personal or social nature or documents that relate to Company-provided compensation or

benefits received by the Executive or her dependents or Executive’s restrictive covenants

or information known to the public without fault by the Executive or generally known

within the Company’s industry. If the Executive has any questions regarding what she

can/cannot copy, transfer or take, she will raise those questions to the Chief People

Officer of the Company prior to signing this Agreement. If the Executive has previously

copied, transferred or taken Confidential Information, she will tell the Company, permit

the Company to retrieve such information in a forensically sound manner, and allow and/

or assist the Company, or its designee, to permanently delete the data from her personal

computer or other storage. The Executive may disclose GE or Company Confidential

Information if, and only to the extent, necessary in order to defend against any claim

involved in any dispute proceeding between the Company, any of its subsidiaries or

affiliates and the Executive (provided, however, that Executive will only disclose such

information in a document filed under seal in a lawsuit or other proceeding or pursuant to

other applicable protocol to protect such information from public disclosure if filing under

seal is not an available option).

9.Disclosure of Underlying Incidents. Notwithstanding the paragraphs above, including but

not limited to the paragraphs titled, “Non-Disparagement” and “Confidential

Information”, nothing in this Agreement precludes the Executive from discussing or

disclosing information about unlawful acts in the workplace, such as harassment,

discrimination, retaliation, sexual assault or any other conduct that Executive has reason

to believe is unlawful, including the amount or fact of any settlement relating to such

acts.

10.Executive Availability and Cooperation. The Executive agrees to make herself

reasonably available to the Company or its affiliates to respond to requests for

information related to her employment with GE or the Company. The Executive will

reasonably cooperate with the Company or its affiliates in connection with existing or

future litigation or investigations brought by or against the Company or any Releasees,

whether administrative, civil or criminal in nature. The Company will reimburse the

Executive for reasonable out-of-pocket expenses she incurs as a result of such

cooperation, including, if applicable, reasonable travel and lodging expenses. Except for

making Permitted Disclosures, the Executive agrees that Executive will not (i) voluntarily

cooperate in any private, civil litigation against the Company or any of the Releasees

where such cooperation involves knowledge, information or events arising out of or

related to her employment with GE or the Company, and (ii) invite subpoenas or suggest

being subpoenaed or subpoenaing others in connection with any proceeding against the

Company or any of the Releasees related to events that occurred during her employment

with GE or the Company.

11.Return of Company Property and Submission of Expenses. The Executive agrees that she

will have, as of the Separation Date, returned to the Company all Company property or

equipment in her possession (other than de minimis items), including but not limited to,

any documents (whether in electronic or hard copy), computer, computer related

hardware, external data storage or other memory device, phone, tablet, printer, scanner,

credit card, keys, and security badge assigned to her. The Executive agrees that, as of the

Separation Date, she will have submitted the appropriate T&L expense reports for any

expenses on her corporate credit card in accordance with Company policy. Upon and

following the Separation Date, the Executive may retain a copy of her personal

correspondence, contacts list, computer calendar and any documents needed in order to file

her personal tax returns.

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12.Non-Solicitation. The Executive agrees that, up until the Separation Date and continuing

for one year following that date she will not, without prior written approval from the

Chief People Officer of the Company: (a) whether on her own behalf or in conjunction

with any other person or third party, directly or indirectly solicit or encourage any person

who is a Lead Professional Band or higher employee of the Company or its affiliates

(hereinafter “Restricted Person”) to terminate his or her employment relationship with,

or accept any other employment outside of, the Company and its affiliates; (b) directly

hire, or recommend or cause to be hired by an entity for which the Executive works, or

with which the Executive is otherwise associated or owns more than a 1% ownership

interest, any person who is, or was within one year before or after the Separation Date, a

Restricted Person; or (c) provide any non-public information regarding any Restricted

Person, including, but not limited to, compensation data obtained pursuant to the

Executive’s job duties and responsibilities, performance evaluations, skill sets or

qualifications, etc., to any external person in connection with employment outside the

Company and its affiliates, including, but not limited to, recruiters and prospective

employers. The above restrictions do not apply once a Restricted Person has been

formally notified of his or her impending layoff from the Company or any of its

Affiliates. If any restriction set forth in this Section 12 is found by any court of

competent jurisdiction to be unenforceable because it extends for too long a period of

time or over too great a range of activities or in too broad a geographic area, it shall be

interpreted to extend only over the maximum period of time, range or activities or

geographic area as to which it may be enforceable. If the Executive violates the non-

solicitation restrictions set forth in this paragraph and the Company promptly takes

formal action to prevent such violation once it becomes aware of such violation, the

Executive shall continue to be bound by such restrictions until a period of one (1) year in

total (including periods before and following the cessation of such violation) has expired

without any violation of such provisions.

13.Breach by Executive. The Company’s obligations to the Executive after the Effective

Date of this Agreement and the Supplemental Release are contingent on the Executive

fulfilling her obligations under this Agreement and the Supplemental Release. With

reference to the Sections above regarding Release of Claims, Executive Availability,

Non-Disparagement, Return of Company Property, Confidential Information, and Non-

Solicitation, as well as the Non-Competition provision set forth in the Supplemental

Release, the Executive acknowledges and agrees that a breach of any of these Sections by

the Executive inevitably could cause substantial and irreparable damage to the Company

and/or other Releasees for which money damages may not be an adequate remedy.

Accordingly, the Executive acknowledges and agrees that in such case the Company will

be entitled to seek an injunction and/or other equitable relief, without the necessity of

posting security, to prevent the breach of such obligations. With reference to the Sections

above regarding Executive Availability, Non-Disparagement, Return of Company

Property, Confidential Information, and Non-Solicitation, as well as the Non-Competition

provision set forth in the Supplemental Release, if the Company proves a breach of any

of these Sections in court or arbitration, the Executive shall indemnify and hold the

Company harmless from any loss, claim or damages, including without limitation all

reasonable attorneys’ fees, costs and expenses incurred in enforcing its rights under the

following Sections of this Agreement as well as repay all compensation and benefits paid

as consideration under the terms of this Agreement, except to the extent that such

reimbursement is prohibited by law and excluding vested benefits to which the Executive

is otherwise entitled without regard to this Agreement. The remedy under this paragraph

is not exclusive and shall not limit any right of the Company under applicable law

including (but not limited to) a remedy under Section 10D of the Securities Exchange Act

of 1934, as amended, any applicable rules or regulations promulgated by the Securities

and Exchange Commission or any national securities exchange or national securities

3 NTD: The Company includes this provision in its form of separation agreement to ensure that it has recourse in

the event that it learns an employee engaged in conduct prior to the Separation Date that would have given rise to a

for Cause termination.

4 NTD: Any 409A issues with this agreement should be addressed prior to signing.

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association on which shares of the Company may be traded, and/or any Company policy

adopted with respect to compensation recoupment.

In addition to the other terms of this Agreement, the Executive will be in breach of this

Agreement if she is found to have engaged in conduct that occurred prior to the

Separation Date and would give rise to a termination for Cause (as defined above),

regardless of whether such conduct is discovered before or within two years (other than

fraud which shall have no such limitation) after the Separation Date.3

14.Severability of Provisions. If a court or arbitrator holds that any provision in this

Agreement (except the Release of Claims provision or the release in the Supplemental

Release) is legally invalid or unenforceable, and cannot be modified to be enforceable, the

affected provision will be stricken from the Agreement and the remaining terms of the

Agreement and its enforceability shall remain unaffected.

15.Compliance with Section 409A of the Internal Revenue Code. This Agreement shall be

construed and administered consistently with the intent that payments under the

Agreement be exempt from the requirements of Section 409A of the Code (“Section

409A”) to the extent possible (i.e., applying the “short-term deferral” rule described in

Treas. Reg. § 1.409A-1 (b)(4), the “two-year, two-time” rule described in Treas. Reg. §

1.409A-1(b)(9) and/or another exemption), and to comply with the requirements of

Section 409A (to avoid taxes and penalties thereunder) to the extent that Section 409A

applies. All payments under this Agreement will be delayed to the extent necessary to

comply with the rules in Section 409A(a)(2)(B)(i). For purposes of Section 409A, each

installment in any series of payments shall be treated as a separate payment 4

16.Benefits Plans. The Company reserves the right to terminate, amend, suspend, replace or

modify any of its benefit plans and compensation programs at any time and for any

reason, and the Executive will be subject to any such termination, amendment,

suspension, replacement, or modification to the extent generally applicable to the

Company’s employees participating therein. If a plan or program is terminated, the

Executive will not receive any further benefits under that plan/program, other than

payment for benefits for services or coverages incurred before it was terminated. This

paragraph shall not alter any vested benefits to which the Executive may be entitled under

the terms of applicable GEV retirement plans. In addition, to the extent any of the

provisions in this Agreement conflict with the terms and conditions of any Company

plan document, award agreement or grant agreement, the provisions in this Agreement

shall be controlling.

17.Entire Agreement. This Agreement and the Supplemental Release set forth the entire

agreement and understanding between the parties. The parties agree they have not relied

on any oral statements that are not included in this Agreement and the Supplemental

Release. This Agreement and the Supplemental Release supersede all prior agreements

and understandings concerning the subject matter of this Agreement and the

Supplemental Release, other than as described in this Agreement or the Supplemental

Release. Any modifications to this Agreement or the Supplemental Release must be in

writing, must reference this Agreement or the Supplemental Release, and must be signed

by the Executive and an authorized employee or agent of the Company.

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18.Applicable Law. This Agreement and the Supplemental Release shall be construed,

interpreted and applied in accordance with the law of the Commonwealth of

Massachusetts without regard to choice of law principles.

19.Unemployment Compensation. Nothing in this Agreement or the Supplemental Release

is intended to affect the Executive’s ability to seek Unemployment Insurance (UI). The

Company will provide accurate information in response to requests related to the

Executive’s application for UI benefits regarding the terms of her separation from the

Company.

20.Format. The Executive and the Company agree that a facsimile (“fax”), photographic, or

electronic copy of this Agreement and/or Supplemental Release shall be as valid as the

original.

I hereby agree to the terms and conditions set forth above, including the Release of Claims. I

have been given at least twenty-one (21) days to consider this Agreement, and I have chosen to

execute this on the date below. I intend that this Agreement will become a binding agreement

between me and the Company if I do not revoke my acceptance in seven (7) business days. I

understand that my receipt of the Severance Benefits described above is conditioned upon my

timely execution, return, and non-revocation of the Supplemental Release.


RACHEL GONZALEZ By: /s/ Rachel Gonzalez Date: 1/31/2025 SSO:	GE VERNOVA INC. By: /s/ Steven Baert Date: 1/31/2025 SSO: